Exhibit 3.10


                          TRANSCORE CREDIT CORPORATION.

                            (a Delaware corporation)


                                     BYLAWS

                            AS OF SEPTEMBER __, 2002


                                    ARTICLE 1

                                     OFFICES

      SECTION 1.1 REGISTERED OFFICE. The registered office of TransCore Credit
Corporation (the "Corporation") in the State of Delaware shall be at Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of the
resident agent in charge thereof shall be The Corporation Trust Company.

      SECTION 1.2 OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places either within or outside of the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation requires.

                                    ARTICLE 2

                            Meetings of Stockholders

      SECTION 2.1 PLACE OF MEETINGS. All meetings of the stockholders of the
Corporation shall be held at such place either within or outside of the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

      SECTION 2.2 ANNUAL MEETINGS. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
properly may come before the meeting shall be held at the principal office of
the Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at three o'clock in the afternoon, local time, on the first
Tuesday in June in each year, if not a legal holiday at the place where such
meeting is to be held, and, if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year, the Board of Directors may, by resolution, fix
a different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as may conveniently


                                     Page 1

be scheduled. At such special meeting the stockholders may elect the directors
and transact other business with the same force and effect as at an annual
meeting duly called and held.

      SECTION 2.3 SPECIAL MEETINGS. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the President or by order
of the Board of Directors and must be called by the Secretary upon the request
in writing of a stockholder or stockholders holding of record at least
thirty-five percent 35% of the outstanding shares of stock of the Corporation
entitled to vote at such meeting.

      SECTION 2.4 NOTICE OF MEETINGS. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten (10) days nor more than sixty (60) days before the day on which the
meeting is to be held by delivering written notice thereof to its offices
personally or by mailing such notice, postage prepaid, addressed to him or her
at his or her post office address last shown in the records of the Corporation
or by transmitting notice thereof to him or her at such address by telephone,
facsimile, electronic mail or any other available method, provided that notice
of a meeting called at the request of a shareholder pursuant to Section 2.3
shall be given not less than twenty (20) days before the day on which the
meeting is to be held. Every such notice shall state the time and place of the
meeting and, in case of a special meeting, shall state briefly the purposes
thereof. (b) Except as otherwise required by statute, notice of any meeting of
stockholders shall not be required to be given to any stockholders who shall
attend such meeting in person or by proxy or who shall, in person or by attorney
thereunto authorized, waive such notice in writing or by telephone, facsimile,
electronic mail or any other available method either before or after such
meeting. Notice of any adjourned meeting of the stockholders shall not be
required to be given except when expressly required by law.

      SECTION 2.5 QUORUM. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these Bylaws,
the holders of record of a majority of the issued and outstanding shares of
stock of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, shall constitute a quorum for the transaction of business.
(b) In the absence of a quorum, a majority in interest of the stockholders of
the Corporation entitled to vote, present in person or represented by proxy or,
in the absence of all such stockholders, any officer entitled to preside at, or
act as secretary of, such meeting, shall have the power to adjourn the meeting
from time to time, until stockholders holding the requisite amount of stock
shall be present or represented.

      SECTION 2.6 ORGANIZATION. At each meeting of the stockholders the
President or, in his or her absence, any Executive, Senior or Vice President or,
in the absence of each of them, a chairman chosen by a majority vote of the
stockholders entitled to vote thereat, present in person or by proxy, shall act
as chairman, and the Secretary or an Assistant Secretary of the Corporation or,
in the absence of the Secretary and all Assistant Secretaries, a person whom the
chairman of such meeting shall appoint shall act as secretary of the meeting and
keep the minutes thereof.


                                     Page 2

      SECTION 2.7 VOTING. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these Bylaws, at every meeting of the
stockholders each stockholder shall be entitled to one (1) vote, in person or by
proxy, for each share of capital stock of the Corporation registered in its name
on the books of the Corporation:

      (i)   on the date fixed pursuant to Section 8.3 of these Bylaws as the
            record date for the determination of stockholders entitled to vote
            at such meeting; or

      (ii)  if no such record date shall have been fixed, then the record date
            shall be at the close of business on the day next preceding the day
            on which notice of such meeting is given.

      (b) Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held. In the case of stock held jointly by two (2) or more
executors, administrators, guardians, conservators, trustees or other
fiduciaries, such fiduciaries shall designate in writing one (1) or more of
their number to represent such stock and vote the shares. No proxy shall be
voted after three (3) years from its date, unless said proxy provides for a
longer period. (c) At all meetings of the stockholders, all matters (except
where other provision is made by law or by the Certificate of Incorporation or
these Bylaws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy at such
meeting, a quorum being present.

      SECTION 2.8 INSPECTORS. The chairman of the meeting may at any time
appoint two (2) or more inspectors to serve at any meeting of the stockholders.
Such inspectors shall decide upon the qualifications of voters, accept and count
the votes for and against the questions presented, report the results of such
votes, and subscribe and deliver to the secretary of the meeting a certificate
stating the number of shares of stock and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his or her election to any position with the Corporation or on
any other question in which he or she may be directly interested, Before acting
as herein provided, each inspector shall subscribe an oath faithfully to execute
the duties of an inspector with strict impartiality and according to the best of
his or her ability.

      SECTION 2.9 LIST OF STOCKHOLDERS. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten (10)
days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of the stockholder. Such list shall be open during ordinary business
hours to the examination of any stockholder for any purpose germane to the
meeting for a period of at least ten (10) days prior to the meeting at the
principal office of the Corporation. (b) Such list shall be produced and kept at
the


                                     Page 3

time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. (c) The stock ledger shall be
conclusive evidence as to who are the stockholders entitled to examine the stock
ledger and the list of stockholders required by this Section 2.9 on the books of
the Corporation or to vote in person or by proxy at any meeting of stockholders.

                                    ARTICLE 3

                               BOARD OF DIRECTORS

      SECTION 3.1 GENERAL POWERS. The business, property and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

      SECTION 3.2 NUMBER, QUALIFICATIONS AND TERM OF OFFICE. (a) Representatives
of AIG Highstar Capital L.P. shall constitute a majority of the Board of
Directors at all times until such time as no AIG Highstar Payment Commitment (as
such term is defined in the Irrevocable Funding, Warrant Purchase and
Reimbursement Agreement dated as of September __, 2002, among AIG Highstar
Capital, L.P. ("AIG Highstar"), the Company, and TransCore Holdings. Inc. (the
"Irrevocable Funding Agreement")) remains outstanding. (b) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be three (3). Each director shall hold office until the annual meeting of
the stockholders next following his or her election and until his or her
successor shall have been elected and shall qualify, or until his or her death,
or until he or she shall resign, or until he or she shall have been removed in
the manner hereinafter provided.

      SECTION 3.3 ELECTION OF DIRECTORS. At each meeting of the stockholders for
the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors provided that at all times until such time as no
AIG Highstar Payment Commitment remains outstanding representatives of AIG
Highstar will constitute a majority of the Board of Directors.

      SECTION 3.4 QUORUM AND MANNER OF ACTION. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event the Secretary is informed
that one (1) or more directors will be out of the continental limits of the
United States at the date of any regular or special meeting of the Board, or if
one (1) or more of the directors shall be disqualified to vote at such meeting,
then the required quorum shall be reduced by one (1) for each such director so
absent or disqualified: provided, however, that in no event shall the quorum as
adjusted be less than one third of the total number of directors. (c) In the
absence of a quorum at any meeting of the Board such meeting need not be held,
or a


                                     Page 4

majority of the directors present thereat or, if no director be present. the
Secretary may adjourn such meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting need not be given.

      SECTION 3.5 OFFICES, PLACE OF MEETING AND RECORDS. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these Bylaws.

      SECTION 3.6 ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

      SECTION 3.7 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

      SECTION 3.8 SPECIAL MEETINGS: NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the President or by any two of the
directors. Notice of each such meeting shall be mailed to each director,
addressed to him or her at his or her residence or usual place of business, at
least three (3) days before the day on which the meeting is to be held, or shall
be sent to him or her at his or her residence or at such place of business by
facsimile, electronic mail or other available means, or shall be delivered
personally or by telephone, not later than two days before the day on which the
meeting is to be held. Each such notice shall state the time and place of the
meeting but need not state the purposes thereof except as otherwise herein
expressly provided. Notice of any such meeting need not be given to any
director, however, if waived by him or her in writing or by telephone,
facsimile, electronic mail or otherwise, whether before or after such meeting
shall be held, or if he or she shall be present at such meeting.

      SECTION 3.9 ORGANIZATION. At each meeting of the Board of Directors, the
President or, in his absence, a director chosen by a majority of the directors
present shall act as chairman. The Secretary or, in his or her absence an
Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of such meeting and keep the minutes thereof.


                                     Page 5

      SECTION 3.10 ORDER OF BUSINESS. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

      SECTION 3.11 REMOVAL OF DIRECTORS. Subject to the provisions provided in
Section 12 of the Certificate of Incorporation and in Section 3.2 of these
Bylaws, any director may be removed, either with or without cause, at any time,
by the affirmative vote of the holders of record of a majority of the issued and
outstanding stock entitled to vote for the election of directors of the
Corporation given at a special meeting of the stockholders called and held for
the purpose; provided that no such removal shall occur if any AIG Highstar
Payment Commitment remains outstanding and such removal will result in
representatives of AIG Highstar constituting less than a majority of the Board;
and the vacancy in the Board caused by any such removal may be filled by such
stockholders at such meeting in the manner hereinafter provided or, if the
stockholders at such meeting shall fail to fill such vacancy, by the remaining
directors as in these Bylaws provided.

      SECTION 3.12 RESIGNATION. Any director of the Corporation may resign at
any time by giving written notice of his or her resignation to the Board of
Directors, to the President, any Vice President or the Secretary of the
Corporation. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

      SECTION 3.13 VACANCIES. Subject to the provisions in the Certificate of
Incorporation and these Bylaws, any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause, may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, provided that so long as at any time an AIG Highstar Payment Commitment
remains outstanding, representatives of AIG Highstar continue to constitute a
majority of the Board. Each director so elected shall hold office until the next
annual election of directors and until his or her successor shall be duly
elected and qualified, or until his or her death or until he or she shall resign
or shall have been removed in the manner herein provided.

      SECTION 3.14 COMPENSATION. The Board of Directors shall have the authority
to fix the compensation of directors. No such payment shall preclude any
director from serving the Corporation or its subsidiaries in any other capacity
and receiving proper compensation therefor; provided, however, that no officer
or employee of the Corporation or beneficial owner of in excess of 5% of the
outstanding capital stock of the Corporation shall be awarded any compensation
for serving in his or her capacity as a director of the Corporation.


                                     Page 6

                                   ARTICLE 4

                                   COMMITTEES

      SECTION 4.1 STANDING COMMITTEES. The Board of Directors may from time to
time, by resolution passed by a majority of the whole Board, designate one (1)
or more committees which shall be standing in nature, each Standing Committee to
consist of one (1) or more directors and any number of officers of the
Corporation. Any such Standing Committee shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation for whatever purpose they see fit.

      A majority of all of the members of any such Standing Committee may
determine its action and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
the power to change the members of any Standing Committee at any time, to fill
vacancies and to discharge any such Standing Committee, either with or without
cause, at any time. The Board of Directors may delegate such power to the
members of any Standing Committee or one (1) or more principal officers.

      SECTION 4.2 ALTERNATES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one (1) or more directors as
alternate members of any committee who may replace any absent or disqualified
member at any meeting of the committee; provided, however, that in the absence
of any such designation of alternates the member or members of any committee
present at any meeting and not disqualified from acting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
to act at the meeting in the place of any absent or disqualified member.

      SECTION 4.3 ADDITIONAL COMMITTEES. The Board of Directors, any Standing
Committee, or any principal officer or director may from time to time create
such additional committees of directors, officers, employees or other persons
designated by it (or any combination of such persons) for such business purposes
as they deem necessary and for advising with the Board and the principal
officers of the Corporation in all such matters as the Board and the principal
officers shall deem advisable.

      A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
or any Standing Committee shall otherwise provide. The Board of Directors, any
Standing Committee, or any principal officer or director shall have power to
change the members of any additional committee at any time, to fill vacancies
and to discharge any such committee, with or without cause, at any time.


                                     Page 7

                                   ARTICLE 5

                         ACTION BY CONSENT OR TELEPHONE

      SECTION 5.1 CONSENT BY DIRECTORS. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
prior to such action a written consent thereto is signed by all members of the
Board and such written consent is filed with the minutes of the proceedings of
the Board.

      SECTION 5.2 CONSENT BY STOCKHOLDERS. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these Bylaws for the proposed corporate action.

      SECTION 5.3 TELEPHONE MEETINGS. Members of the Board of Directors may
participate in a meeting of such Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.

                                    ARTICLE 6

                                    OFFICERS

      SECTION 6.1 NUMBER. The principal officers of the Corporation shall be a
President, one (1) or more Executive, Senior or Vice Presidents (the number
thereof and variations in title to be determined by the Board of Directors), a
Treasurer and a Secretary. In addition, there may be such other or subordinate
officers, agents and employees as may be appointed in accordance with the
provisions of Section 6.3. Any two (2) or more offices, except those of
President and Secretary, may be held by the same person.

      SECTION 6.2 ELECTION, QUALIFICATIONS AND TERM OF OFFICE. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.3, shall be elected annually by the Board of Directors
and shall hold office until his or her successor shall have been duly elected
and qualified, or until his or her death, or until he or she shall have resigned
or shall have been removed in the manner herein provided. Any officer may serve
and remain as director.

      SECTION 6.3 OTHER OFFICERS. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Chairman of the Board, one (1) or more Assistant Vice Presidents, Assistant
Controllers, Assistant Treasurers and Assistant Secretaries, each of whom shall
hold office for such period, have such authority, and perform such duties as the
Board of Directors or the President may from time to time determine. The Board
of Directors may


                                     Page 8

delegate to any principal officer the power to appoint or remove any subordinate
officers, agents or employees.

      SECTION 6.4 REMOVAL. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee or
officer upon whom the power of removal may be conferred by the Board of
Directors.

      SECTION 6.5 RESIGNATION. Any officer may resign at any time by giving
written notice to the Board of Directors or the President. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

      SECTION 6.6 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these Bylaws for
regular election or appointment to such office.

      SECTION 6.7 [Intentionally left blank.]

      SECTION 6.8 PRESIDENT. The President shall be the chief operating officer
of the Corporation and shall have general direction of the operations of the
Corporation, subject to the control of the Board of Directors. The President
shall preside at all meetings of the Board of Directors and at all meetings of
the stockholders and shall have such additional powers and shall perform such
further duties as may from time to time be assigned to him or her by the Board
of Directors.

      SECTION 6.9 EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE
PRESIDENTS. Each Executive Vice President, Senior Vice President and Vice
President shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe or as shall be assigned to him or her
by the President.

      SECTION 6.10 TREASURER. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these Bylaws; he or she shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, making proper vouchers
for such disbursements, and shall render to the Board of Directors or the
stockholders, whenever the Board may require him or her so to do, a statement of
all his or her transactions as Treasurer or the financial condition of the
Corporation; and, in general, he or she shall perform all the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the Board of Directors and any committee of the Board
designated by it so to act.

      SECTION 6.11 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
record or cause to be recorded in books provided


                                     Page 9

for the purpose the minutes of the meetings of the stockholders, the Board of
Directors, and all committees of which a secretary shall not have been
appointed; shall see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; shall be custodian of all
corporate records (other than financial) and of the seal of the Corporation and
see that the seal is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized in accordance with the
provisions of these Bylaws; shall keep, or cause to be kept, the list of
stockholders as required by Section 2.9, which shall include the post office
addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein;
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him or her by the Board of
Directors.

      The Assistant Secretaries in order of their seniority shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of
Directors shall prescribe.

                                    ARTICLE 7

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

      SECTION 7.1 EXECUTION OF CONTRACTS. Unless the Board of Directors shall
otherwise determine, the President, any Executive Vice President, Senior Vice
President, Vice President or the Treasurer and the Secretary or any Assistant
Secretary may enter into any contract or execute any contract or other
instrument, the execution of which is not otherwise specifically provided for,
in the name and on behalf of the Corporation. The Board of Directors, or any
committee designated thereby with power so to act, except as otherwise provided
in these Bylaws, may authorize any other or additional officer or officers,
employees or agent or agents of the Corporation to enter into any contract or
execute and deliver any instrument in the name and on behalf of the Corporation,
and such authority may be general or confined to specific instances. Unless
authorized so to do by these Bylaws or by the Board of Directors or by any such
committee, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or to any amount.

      SECTION 7.2 LOANS. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or any
committee designated by the Board so to act. Such authority may be general or
confined to specific instances. When so authorized, the officer or officers
thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may certify or
execute, in the name of the Board of Directors and pursuant to its prior
authorizing resolution, such other resolutions as may be required by any lender,
may make, execute and deliver promissory notes or other evidences of
indebtedness of the Corporation, and,


                                     Page 10

when authorized as aforesaid, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time owned or held
by the Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.

      SECTION 7.3 CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes, or other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
any committee designated by the Board so to act.

      SECTION 7.4 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or any
committee designated by the Board so to act may from time to time designate, or
as may be designated by any officer or officers or agent or agents of the
Corporation to whom such power may be delegated by the Board of Directors or any
committee designated by the Board so to act and for the purpose of such deposit
and for the purposes of collection for the account of the Corporation, all
checks, drafts, and other orders for the payment of money which are payable to
the order of the Corporation may be endorsed, assigned and delivered by any
officer, agent or employee of the Corporation or in such other manner as may
from time to time be designated or determined by resolution of the Board of
Directors or any committee designated by the Board so to act.

      SECTION 7.5 PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS. Unless
otherwise provided by resolution adopted by the Board of Directors or any
committee so designated to act by the Board, the President or any Executive,
Senior or Vice President may from time to time appoint an attorney or attorneys
or agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, association or
trust any of whose stock or other securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust, and may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he or she
may deem necessary or proper in the premises.


                                     Page 11

                                    ARTICLE 8

                                BOOKS AND RECORDS

      SECTION 8.1 PLACE. The books and records of the Corporation may be kept at
such places within or without the State of Delaware, as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the Board of Directors.

      SECTION 8.2 ADDRESSES OF STOCKHOLDERS. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may he
served upon or mailed to him or her, and if any stockholder shall fail to
designate such address, corporate notices may be served upon him or her by mail,
postage prepaid, to him or her at his or her post office address last known to
the Secretary of the Corporation or to the transfer agent of the Corporation or
by transmitting a notice thereof to him or her at such address by telephone,
facsimile, electronic mail or other available method.

      SECTION 8.3 RECORD DATES. The Board of Directors may fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                                    ARTICLE 9

                            SHARES AND THEIR TRANSFER

      SECTION 9.1 CERTIFICATES OF STOCK. Every owner of stock of the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him or her in the Corporation and designating the class of stock to which such
shares belong, which shall otherwise be in such form as the Board of Directors
shall prescribe. Each such certificate shall be signed by the President or a
Vice President and the Treasurer or the Secretary or any Assistant Secretary of
the Corporation; provided, however, that where such certificate is signed or
countersigned by a transfer agent or registrar the signatures of such officers
of the Corporation and the seal


                                     Page 12

of the Corporation may be in facsimile form. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the Corporation.

      SECTION 9.2 RECORD. A record shall be kept of the name of the person, firm
or corporation owning the stock represented by each certificate for stock of the
Corporation issued, the number of shares represented by each such certificate,
and the date thereof, and, in the case of cancellation, the date of
cancellation. The person or entity in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.

      SECTION 9.3 TRANSFER OF STOCK. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his or her attorney thereunto authorized, and on the
surrender of the certificate or certificates for such shares properly endorsed.

      SECTION 9.4 TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
(1) or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also if and whenever the
Board of Directors shall so determine, maintain one (1) or more registry
offices, each in charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered. The Board of Directors may make
such rules and regulations as it may deem expedient, not inconsistent with these
Bylaws, concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.

      SECTION 9.5 LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 10

                                 CORPORATE SEAL

      The Board of Directors may provide a corporate seal in such form as the
Board of Directors shall determine.


                                     Page 13

                                   ARTICLE 11

                                   FISCAL YEAR

      The fiscal year of the Corporation shall begin at the opening of business
on the first day of January and end at the close of business on the thirty-first
day of January in each year.

                                   ARTICLE 12

                                 INDEMNIFICATION

      SECTION 12.1 RIGHT OF INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding") by reason of the fact that he or she is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as such director, officer, employee or
agent or agent or in any other capacity while serving as such director, officer,
employee or agent shall be indemnified and held harmless by the corporation to
the fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, other expenses
and losses, amounts paid or to be paid in settlement, and excise taxes or
penalties arising under the Employee Retirement Income Security Act of 1974)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators. The right to indemnification conferred in this
Article XII shall be a contract right and shall include the right of a director
or officer to be paid by the corporation the expenses (including attorney's
fees) incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the corporation of an undertaking, which undertaking shall
itself be sufficient without the need for further evaluation of any credit
aspects of the undertaking or with respect to such advancement, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined by a final, non-appealable order of a court of
competent jurisdiction that such director or officer is not entitled to be
indemnified under this Article XII or otherwise.


                                     Page 14

      SECTION 12.2 RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section
12.1 of this Article XII is not paid in full by the corporation within sixty
(60) days after a written claim, together with reasonable evidence as to the
amount such expenses, has been received by the corporation, except in the case
of a claim for advancement of expenses (including attorneys' fees), in which
case the applicable period shall be twenty (20) days, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense, including attorneys' fees, of prosecuting such
claim. It shall be a defense to any such action, other than an action brought to
enforce a claim for expenses (including attorneys' fees) incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation, that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense on the corporation. Neither the failure of the corporation (including
its board of directors or a committee thereof, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the corporation (including its board of directors or a committee thereof,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
In any suit brought by the indemnitee to enforce a right to indemnification or
to an advancement of expenses hereunder, or by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article XII or otherwise shall be on the
corporation.

      SECTION 12.3 NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article XII shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, bylaw, agreement, vote of
stockholder or disinterested directors or otherwise, it being understood that
such right to indemnification and advancement may be enhanced but in no event
shall be diminished in any way.

      SECTION 12.4 INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.


                                     Page 15

                                   ARTICLE 13

                                WAIVER OF NOTICE

      Whenever any notice whatever is required to be given by statute, these
Bylaws or the Certificate of Incorporation, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE 14

                                   AMENDMENTS

      Subject to the provisions of the Certificate of Incorporation and Section
3.2(a) of these Bylaws, these Bylaws may be altered, amended or repealed, in
whole or in part, and new Bylaws may be adopted, in whole or in part, by the
affirmative vote of the holders of record of a majority of the outstanding stock
of the Corporation present in person or represented by proxy and entitled to
vote in respect thereof, given at an annual meeting or at any special meeting at
which a quorum shall be present, or by the affirmative vote of a majority of the
whole Board of Directors given at any meeting. Any By-Law made, altered, amended
or repealed by the Board of Directors shall be subject to alteration, amendment
or repeal by vote of stockholders as provided above.


                                     Page 16