EXHIBIT 3.20

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                          STERLING INVESTMENTS COMPANY

                            (a Delaware corporation)

                                   ARTICLE I

                                  STOCKHOLDERS

          Section 1.1. Annual Meeting. The annual meeting of stockholders for
the election of directors and the transaction of such other business as may
properly come before such meeting shall be held at such date, time and place,
within or without the State of Delaware, as shall be determined by resolution of
the Board of Directors. If the election of directors shall not be held on the
day designated herein for the annual meeting of stockholders, or at any
adjournment thereof, the Board of Directors shall cause such election to be held
at a special meeting of stockholders to be called as soon thereafter as is
convenient.

          Section 1.2. Special Meetings. Special meetings of stockholders may be
called by the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer or the President and shall be called by, the Chief
Executive Officer, the President or the Secretary at the request in writing,
stating the purpose or purposes thereof, of holders of at least one-fifth of the
shares of capital stock of the Corporation issued and outstanding and entitled
to vote thereat. Special meetings of stockholders may be held at such time and
place, within or without the State of Delaware, as shall be determined by
resolution of the Board of Directors or as may be specified in the call of any
such special meeting. If not otherwise designated, the place of any special
meeting shall be the principal office of the Corporation.

          Section 1.3. Notice of Meetings and Adjourned Meetings. Written notice
of every meeting of stockholders, stating the place, date, time and purposes
thereof, shall, except when otherwise required by the Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation") or the
Delaware General Corporation Law, be given at least 10 but not more than 60 days
prior to such meeting to each stockholder of record entitled to vote thereat, in
the manner set forth in Section 8.1 of these By-laws, by or at the direction of
the President or the Secretary or the persons calling such meeting. Any meeting
at which a quorum of stockholders is present, in person or by proxy, may be
adjourned from time to time without notice, other than announcement at such
meeting, until its business shall be completed. At such adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, written notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote thereat as above provided.

          Section 1.4. Quorum. Except as otherwise provided by the Delaware
General Corporation Law, a majority of the shares of capital stock of the
Corporation entitled to vote,



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represented in person or by proxy, shall constitute a quorum at any meeting of
stockholders, except that when specified business is to be voted on by a class
or series voting separately as a class or series, the holders of a majority of
the voting power of the shares of such class or series will constitute a quorum
for the transaction of such business. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal of enough stockholders to leave less
than a quorum. If at any meeting a quorum shall not be present, the chairman of
such meeting or vote of a majority of the shares of capital stock of the
Corporation so represented, may adjourn such meeting to another time and/or
place without notice other than announcement at such meeting. If the adjournment
is for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, written notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote thereat as above provided.
At such adjourned meeting, if a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting, notwithstanding the subsequent withdrawal of enough stockholders to
leave less than a quorum.

          Section 1.5. Voting. Unless otherwise provided by the Certificate of
Incorporation or these By-Laws, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of capital stock of
the Corporation held of record. If a quorum shall be present, the affirmative
vote of a majority of the shares represented at the meeting and entitled to vote
on the question shall be the act of the stockholders, unless the vote of a
greater number or voting by classes is required by the Delaware General
Corporation Law, the Certificate of Incorporation or these By-laws.

          Section 1.6. Proxies. At every meeting of stockholders, each
stockholder having the right to vote thereat shall be entitled to vote in person
or by proxy. Such proxy shall be filed with the Secretary or their
representative before or at the time of the meeting. No proxy shall be valid
after three years from its date, unless such proxy provides for a longer period.

          A stockholder may authorize another person or persons to act for such
stockholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such stockholder
or such stockholder's authorized officer, director, employee or agent signing
such writing or causing his or her signature to be affixed to such writing by
any reasonable means, including, but not limited to, facsimile signature, or
(ii) by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission (a "Transmission") to the person who will
be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such Transmission; provided, however, that any
such Transmission must either set forth or be submitted with information from
which it can be determined that such Transmission was authorized by such
stockholder. The Secretary or such other person or persons as shall be appointed
from time to time by the Board of Directors shall examine Transmissions to
determine if they are valid. If it is determined that a Transmission is valid,
the person or persons making that determination shall specify the information
upon which such person or persons relied. Any copy, facsimile telecommunication
or other reliable reproduction of such a writing or such a Transmission may be
substituted or used in lieu of the original writing or Transmission for any and
all purposes for which the original writing or Transmission could be used;
provided, however, that such copy, facsimile telecommunication or



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other reproduction shall be a complete reproduction of the entire original
writing or Transmission.

          Section 1.7. Notice of Stockholder Business and Nominations.

          (a) Nominations of persons for election to the Board of Directors and
the proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (1) pursuant to the Corporation's notice with
respect to such meeting, (2) by or at the direction of the Board of Directors or
(3) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section 1.7.

          (b) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to paragraph (A)(3) of this Section
1.7, (1) the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, (2) such business must be a proper matter for
stockholder action under the Delaware General Corporation Law, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in subclause (c)(iii) of this paragraph, such stockholder
or beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered prior
to the meeting a proxy statement and form of proxy to holders of a percentage of
the Corporation's voting shares reasonably believed by such stockholder or
beneficial holder to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have included in
such materials the Solicitation Notice and (4) if no Solicitation Notice
relating thereto has been timely provided pursuant to this section, the
stockholder or beneficial owner proposing such business or nomination must not
have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice under this section. To be timely, a stockholder's
notice will be delivered to the Secretary at the principal executive offices of
the Corporation not less than 45 or more than 75 days prior to the first
anniversary (the "Anniversary") of the date on which the Corporation first
mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided, however, that if no proxy materials were mailed by the
Corporation in connection with the preceding year's annual meeting, or if the
date of the annual meeting is advanced more than 30 days prior to or delayed by
more than 30 days after the anniversary of the preceding year's annual meeting,
notice by the stockholder to be timely must be so delivered not later than the
close of business on the later of (x) the 90th day prior to such annual meeting
or (y) the 10th day following the day on which public announcement of the date
of such meeting is first made. Such stockholder's notice will set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person as would be
required to be disclosed in solicitations of proxies for the election of such
nominees as directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and such person's written consent
to serve as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of such
business, the reasons for conducting such business at the meeting and any
material interest in such business of such



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stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the Corporation
that are owned beneficially and of record by such stockholder and such
beneficial owner, and (iii) whether either such stockholder or beneficial owner
intends to deliver a proxy statement and form of proxy to holders of, in the
case of a proposal, at least the percentage of the Corporation's voting shares
required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").

          (c) Notwithstanding anything in the second sentence of paragraph (b)
of this Section 1.7 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least 55 days prior to the
Anniversary, a stockholder's notice required by this Bylaw will also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it will be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such announcement is first
made by the Corporation.

          (d) Only persons nominated in accordance with the procedures set forth
in this Section 1.7 will be eligible to serve as directors and only such
business will be conducted at an annual meeting of stockholders as will have
been brought before the meeting in accordance with the procedures set forth in
this Section 1.7. The chair of the meeting will have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
will not be presented for stockholder action at the meeting and will be
disregarded.

          (e) Only such business will be conducted at a special meeting of
stockholders as will have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (1)
by or at the direction of the Board of Directors or (2) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this paragraph, who will be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
1.7. Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by paragraph (b) of this Section 1.7 will be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting.



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          Section 1.8. Fixing Date for Determination of Stockholders of Record.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing such record
date shall be adopted by the Board of Directors, and which record date shall not
be more than 60 nor less than 10 days before the date of such meeting. If no
such record date shall have been fixed by the Board of Directors, such record
date shall be at the close of business on the day next preceding the day on
which such notice is given or, if such notice is waived, at the close of
business on the day next preceding the day on which such meeting shall be held.
A determination of stockholders of record entitled to notice of or to vote at
any meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing such record date shall be adopted by the Board
of Directors, and which record date shall not be more than 10 days after the
date upon which such resolution shall be adopted. If no such record date shall
have been fixed by the Board of Directors, such record date shall be, if no
prior action by the Board of Directors shall be required by Delaware General
Corporation Law, the first date on which a signed written consent setting forth
the action taken or proposed to be taken shall be delivered to the Corporation
at its registered office in the State of Delaware, at its principal place of
business or to the Secretary. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no such record date shall have been fixed by the Board of
Directors and prior action by the Board of Directors shall be required by the
laws of the State of Delaware, such record date shall be at the close of
business on the day on which the Board of Directors shall adopt the resolution
taking such prior action.

          (c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or any
allotment of any rights or the stockholders entitled to exercise any rights in
respect of any change, conversion or exchange of any capital stock, or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing such record date shall be adopted by the Board of Directors, and which
record date shall not be more than 60 days prior to such payment, allotment or
other action. If no such record date shall have been fixed, such record date
shall be at the close of business on the day on which the Board of Directors
shall adopt the resolution relating to such payment, allotment or other action.

          Section 1.9. Stockholder List. The Secretary or any other officer who
has charge of the stock ledger of the Corporation shall prepare, at least 10
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to such meeting, during ordinary business
hours, for a period of at least 10 days prior to such meeting, either at a place
within the city where such meeting is to be held, which place shall be specified
in the notice of such meeting, or, if not so



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specified, at the place where such meeting is to be held. The list shall also be
produced and kept at the time and place of such meeting during the whole time
thereof, and may be inspected by any stockholder who is present. Such stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine such stock ledger, such list or the books of the Corporation or to vote
in person or by proxy at any meeting of stockholders.

          Section 1.10. Voting of Shares by Certain Holders. Shares of capital
stock of the Corporation standing in the name of another corporation, domestic
or foreign, and entitled to vote may be voted by such officer, agent or proxy as
the by-laws of such other corporation may prescribe or, in the absence of such
provision, as the board of directors of such other corporation may determine.

          Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor, an incompetent or a corporation declared bankrupt and
entitled to vote may be voted by an administrator, executor, guardian,
conservator or trustee, as the case may be, either in person or by proxy,
without transfer of such shares into the name of the official so voting.

          A stockholder whose shares of capital stock of the Corporation are
pledged shall be entitled to vote such shares unless on the transfer books of
the Corporation the pledgor has expressly empowered the pledgee to vote such
shares, in which case only the pledgee, or such pledgee's proxy, may represent
such shares and vote thereon.

          Shares of capital stock of the Corporation belonging to the
Corporation, or to another corporation if a majority of the shares entitled to
vote in the election of directors of such other corporation shall be held by the
Corporation, shall not be voted at any meeting of stockholders and shall not be
counted in determining the total number of outstanding shares for the purpose of
determining whether a quorum is present. Nothing in this Section 1.10 shall be
construed to limit the right of the Corporation to vote shares of capital stock
of the Corporation held by it in a fiduciary capacity.

          Section 1.11. Consent of Stockholders in Lieu of Meeting. Any action
required to be taken or which may be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote if a consent or consents in writing, setting forth the action so taken,
shall be signed by persons entitled to vote capital stock of the Corporation
representing not less than the minimum number of shares that would be necessary
to authorize or take such action at a meeting at which all shares of capital
stock of the Corporation entitled to vote thereon were present and voted. Every
written consent shall bear the date of signature of each stockholder (or his,
her or its proxy) who shall sign such consent. Prompt notice of the taking of
corporate action without a meeting of stockholders by less than unanimous
written consent shall be given to those stockholders who shall not have
consented in writing. All such written consents shall be delivered to the
Corporation at its registered office in the State of Delaware, at its principal
place of business or to the Secretary. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. No written consent shall be effective to authorize or take
the corporate action referred to therein unless, within 60 days of the earliest
dated written consent delivered in the manner required by this Section 1.11 to
the Corporation, written consents signed by a sufficient number of persons to
authorize or take such action shall be delivered to the Corporation at its
registered



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office in the State of Delaware, at its principal place of business or to the
Secretary as aforesaid. All such written consents shall be filed with the
minutes of proceedings of the stockholders and actions authorized or taken under
such written consents shall have the same force and effect as those adopted by
vote of the stockholders at any annual or special meeting thereof.

                                   ARTICLE II

                                   DIRECTORS

          Section 2.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authority expressly conferred upon them
by statute or by the Certificate of Incorporation or by these Bylaws, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation.

          Section 2.2. Number, Election and Term of Office of Directors. The
number of directors which shall constitute the whole Board of Directors shall be
determined from time to time by resolution of the stockholders or the Board of
Directors, but in no event shall be less than one. The number of directors may
be decreased at any time and from time to time either by the stockholders or by
a majority of the directors then in office, but only to eliminate vacancies
existing by reason of the death, resignation, removal or expiration of the term
of one or more directors. Directors shall be elected annually by the
stockholders as provided by Sections 1.1 or 1.11 and 1.5 of these By-Laws and as
may be provided by the Certificate of Incorporation. Each director elected shall
hold office until his or her successor shall have been duly elected and shall
have qualified or until his or her earlier death, resignation or removal.
Directors need not be residents of the State of Delaware or stockholders of the
Corporation.

          Section 2.3. Resignation or Removal. Any director may resign by giving
written notice to the Board of Directors or the President. Any such resignation
shall take effect at the time of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Except as otherwise
required by Delaware General Corporation Law, the Certificate of Incorporation
or any rights of the holders of any series of preferred stock then outstanding,
any director may be removed, with or without cause, by the affirmative vote or
written consent of the holders of a majority of the shares of capital stock of
the Corporation entitled to vote for the election of directors.

          Section 2.4. Vacancies. Except as otherwise required by the
Certificate of Incorporation or any rights of the holders of any series of
preferred stock then outstanding, any vacancy occurring in the Board of
Directors, including a vacancy created by an increase in the number of directors
provided in Section 2.2 of these By-Laws, may be filled for the remainder of the
unexpired term by the affirmative vote of a majority of the directors then in
office, although less than a quorum, by a sole remaining director or by the
stockholders. Except as otherwise required by the Certificate of Incorporation
or any rights of the holders of any series of preferred stock then outstanding,
when one or more directors shall resign from the Board of Directors, effective
at a future date, a majority of the directors then in office, including those
who have so resigned, shall have the power to fill such vacancy or vacancies,
the vote thereon to take effect



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when such resignation or resignations shall become effective, and each director
so chosen shall hold office as provided in this Section 2.4 for the filling of
other vacancies.

          Section 2.5. Place of Meetings. Meetings of the Board of Directors may
be held at such places, within or without the State of Delaware, as the Board of
Directors may from time to time determine or as may be specified in the call of
any such meeting.

          Section 2.6. Regular Meetings. A regular annual meeting of the Board
of Directors shall be held, without call or notice, immediately after and at the
same place as the annual meeting of stockholders, for the purpose of organizing
the Board of Directors, electing officers and transacting any other business
that may properly come before such meeting. If the stockholders shall elect the
directors by written consent of stockholders as permitted by Section 1.11 of
these By-laws, a special meeting of the Board of Directors shall be called as
soon as practicable after such election for the purposes described in the
preceding sentence. Additional regular meetings of the Board of Directors may be
held without call or notice at such times as shall be fixed by resolution of the
Board of Directors.

          Section 2.7. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any one director then in office.
Notice of each special meeting shall be mailed by the Secretary to each director
at least two days before such meeting, or be given by the Secretary personally
or by telegraph or telecopy at least 24 hours before such meeting, in the manner
set forth in Section 8.1 of these By-laws. Such notice shall set forth the date,
time and place of such meeting but need not, unless otherwise required by the
Delaware General Corporation Law, state the purpose of such meeting.

          Section 2.8. Quorum and Voting. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors; however, in the event that there are three
(3) or fewer members of the Board of Directors then in office, then all
directors then in office must be present to constitute a quorum. The act of the
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors, unless otherwise provided by the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws. A majority of the directors present at any meeting at which a quorum
shall be present may adjourn such meeting to any other date, time or place
without further notice other than announcement at such meeting. If at any
meeting a quorum shall not be present, a majority of the directors present may
adjourn such meeting to any other date, time or place without notice other than
announcement at such meeting.

          Section 2.9. Telephonic Meetings. Members of the Board of Directors or
of any committee designated by the Board of Directors may participate in a
meeting of the Board of Directors or such committee through conference telephone
or similar communications equipment by means of which all persons participating
in such meeting can hear each other, and participation in any meeting conducted
pursuant to this Section 2.9 shall constitute presence in person at such
meeting.

          Section 2.10. Compensation. Unless otherwise restricted by the
Certificate of Incorporation the rights of the holders of any series of
preferred stock then outstanding, the



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Board of Directors shall have the authority to fix the compensation of
directors. The directors shall be paid their reasonable expenses, if any, of
attendance at each meeting of the Board of Directors or a committee thereof and
may be paid a fixed sum for attendance at each such meeting and an annual
retainer or salary for services as a director or committee member. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

          Section 2.11. Presumption of Assent. Unless otherwise provided by
Delaware General Corporation Law, a director who is present at a meeting of the
Board of Directors or a committee thereof at which action is taken on any
corporate matter shall be presumed to have assented to the action taken unless
his or her dissent shall be entered in the minutes of such meeting or unless he
or she shall file his or her written dissent to such action with the person
acting as secretary of such meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary immediately after the
adjournment of such meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

          Section 2.12. Action without Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting by unanimous consent of directors. Such
consent may be in writing or given by electronic transmission as such term is
defined in the Delaware General Corporation Law. Such unanimous consent shall be
filed with the minutes of proceedings of the Board of Directors or such
committee.

          Section 2.13. Presiding Officer. The presiding officer at any meeting
of the Board of Directors shall be the Chairman or, in his or her absence, any
other director elected chairman by vote of a majority of the directors present
at such meeting.

          Section 2.14. Committees. The Board of Directors may from time to
time, in its discretion, by resolution passed by a majority of the entire Board
of Directors, designate committees of the Board of Directors consisting of such
number of directors as the Board of Directors shall determine, which shall have
and may exercise such lawfully delegable powers and duties of the Board of
Directors as shall be conferred or authorized by such resolution. The Board of
Directors shall have the power to change at any time the members of any such
committee, to fill vacancies and to dissolve any such committee.

          Section 2.15. Alternates. The Board of Directors may from time to time
designate from among the directors alternates to serve on any committee of the
Board of Directors to replace any absent or disqualified member at any meeting
off such committee. Whenever a quorum cannot be secured for any meeting of any
committee from among the regular members thereof and designated alternates, the
member or members of such committee present at such meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint
another director to act at such meeting in place of any absent or disqualified
member.

          Section 2.16. Quorum and Manner of Acting-Committees. A majority of
the members of any committee of the Board of Directors shall constitute a quorum
for the



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transaction of business at any meeting of such committee, and the act of a
majority of the members present at any meeting at which a quorum is present
shall be the act of such committee.

          Section 2.17. Committee Chairman, Books and Records, Etc. The chairman
of each committee of the Board of Directors shall be selected from among the
members of such committee by the Board of Directors.

          Each committee shall keep a record of its acts and proceedings, and
all actions of each committee shall be reported to the Board of Directors at its
next meeting.

          Each committee shall fix its own rules of procedure not inconsistent
with these By-Laws or the resolution of the Board of Directors designating such
committee and shall meet at such times and places and upon such call or notice
as shall be provided by such rules.

          Section 2.18. Reliance upon Records. Every director, and every member
of any committee of the Board of Directors, shall, in the performance of his or
her duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of the Corporation's officers or employees, or
committees of the Board of Directors, or by any other person as to matters the
director or member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation, including, but not limited to, such records,
information, opinions, reports or statements as to the value and amount of the
assets, liabilities and/or net profits of the Corporation, or any other facts
pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid, or with which the Corporation's
capital stock might properly be purchased or redeemed.

          Section 2.19. Interested Directors. The presence of a director, who is
directly or indirectly a party in a contract or transaction with the
Corporation, or between the Corporation and any other corporation, partnership,
association or other organization in which such director is a director or
officer or has a financial interest, may be counted in determining whether a
quorum is present at any meeting of the Board of Directors or a committee
thereof at which such contract or transaction is discussed or authorized, and
such director may participate in such meeting to the extent permitted by
applicable law, including Section 144 of the Delaware General Corporation Law.

                                  ARTICLE III

                                    OFFICERS

          Section 3.1. Number and Designation. The officers of the Corporation
shall be a Chairman of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents, a Secretary and a Treasurer, and such Assistant
Secretaries, Assistant Treasurers or other officers or agents as may be elected
or appointed by the Board of Directors. The Chairman of the Board will be chosen
from the directors. Any two or more offices may be held by the same person
unless the Certificate of Incorporation or these By-Laws provide otherwise.



                                                                              11


          Section 3.2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after the election of directors. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her earlier death, resignation
or removal.

          Section 3.3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any officer or agent may resign at any time by
giving written notice to the Board of Directors, the President or the Secretary.
Any such resignation shall take effect at the time of receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.

          Section 3.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term at any meeting of the Board
of Directors.

          Section 3.5. Chairman of the Board. The Chairman of the Board will
preside at all meetings of the Board.

          Section 3.6. Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Corporation and, subject to the
direction of the Board of Directors, shall have general superintendence and
direction of the affairs and business of the Corporation. The Chief Executive
Officer shall have the powers and duties customarily performed by persons
serving in a similar executive capacity or as may be delegated to the Chief
Executive Officer by the Corporation's Board of Directors.

          Section 3.7. President. The President shall be the chief operations
officer of the Corporation who shall be responsible for the day-to-day
operations of the Corporation and who shall report to, and be subject to the
direction of, the Chief Executive Officer. The President shall have the powers
and duties customarily performed by persons serving in a similar executive
capacity or as may be delegated to the President by the Corporation's Board of
Directors or Chief Executive Officer.

          Section 3.8. The Vice Presidents. In the absence of the President or
in the event off his or her inability or refusal to act, the Vice President (or
in the event there shall be more than one Vice President, the Vice Presidents in
the order determined by the Board of Directors or, if there shall have been no
such determination, then in the order of their election) shall perform the
duties of the President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Board of Directors may
also designate certain Vice Presidents as being in charge of designated
divisions, plants or functions of the Corporation's business and add appropriate
descriptions to their titles. In addition, any Vice



                                                                              12


President shall perform such duties as from time to time may be assigned to him
or her by the President or the Board of Directors.

          Section 3.9. The Secretary. The Secretary shall (a) keep the minutes
of proceedings of the stockholders, the Board of Directors and any committee of
the Board of Directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation; (d) keep a register of the post office address of
each stockholder, director or committee member, which shall be furnished to the
Secretary by such stockholder, director or member; (e) have general charge of
the stock transfer books of the Corporation; and (f) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him or her by the President or the Board of Directors.

          Section 3.10. The Treasurer. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article IV of these By-Laws, disburse the
funds of the Corporation as ordered by the Board of Directors or the President
or as otherwise required in the conduct of the business of the Corporation and
render to the President or the Board of Directors, upon request, an accounting
of all his or her transactions as Treasurer and a report on the financial
condition of the Corporation. The Treasurer shall in general 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 President or the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond (which
shall be renewed regularly), in such sum and with such surety or sureties as the
Board of Directors shall determine, for the faithful discharge of his or her
duties and for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the Corporation.

          Section 3.11. Assistant Treasurers and Secretaries. In the absence of
the Secretary or the Treasurer, as the case may be, or in the event of his or
her inability or refusal to act, the Assistant Secretaries and the Assistant
Treasurers, respectively, in the order determined by the Board of Directors (or
if there shall have been no such determination, then in the order of their
election), shall perform the duties and exercise the powers of the Secretary or
the Treasurer, as the case may be. In addition, the Assistant Secretaries and
the Assistant Treasurers shall, in general, perform such duties as may be
assigned to them by the President, the Secretary, the Treasurer or the Board of
Directors. Each Assistant Treasurer shall, if required by the Board of
Directors, give a bond (which shall be renewed regularly), in such sum and with
such surety or sureties as the Board of Directors shall determine, for the
faithful discharge of his or her duties.

          Section 3.12. Salaries. The salaries of the officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors or by
such officer as it shall designate for such purpose. No officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the Corporation.



                                                                              13


                                   ARTICLE IV

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

          Section 4.1. Contracts. The Board of Directors may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

          Section 4.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in the name of the
Corporation unless authorized by or pursuant to a resolution adopted by the
Board of Directors. Such authority may be general or confined to specific
instances.

          Section 4.3. Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money issued in the name of the Corporation shall be signed by
such officers, employees or agents of the Corporation as shall from time to time
be designated by the Board of Directors, the Chief Executive Officer, the
President or the Treasurer.

          Section 4.4. 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 shall be designated from
time to time by the Board of Directors, the Chief Executive Officer, the
President or the Treasurer, and such officers may designate any type of
depository arrangement (including, but not limited to, depository arrangements
resulting in net debits against the Corporation) as may from time to time be
offered or made available.

                                   ARTICLE V

                    CERTIFICATES OF STOCK AND THEIR TRANSFER

          Section 5.1. Certificates of Stock. Shares of capital stock of the
Corporation shall be represented by certificates which shall be in such form as
may be determined by the Board of Directors, shall be numbered and shall be
entered on the books of the Corporation as they are issued. Such certificates
shall indicate the holder's name and the number of shares evidenced thereby and
shall be signed by the Chief Executive Officer, the President or a Vice
President and by the Secretary or an Assistant Secretary. If any stock
certificate shall be manually signed (a) by a transfer agent or an assistant
transfer agent or (b) by a transfer clerk acting on behalf of the Corporation
and a registrar, the signature of any officer of the Corporation may be
facsimile. In case any such officer whose facsimile signature has been used on
any such stock certificate shall cease to be such officer, whether because of
death, resignation, removal or otherwise, before such stock certificate shall
have been delivered by the Corporation, such stock certificate may nevertheless
be delivered by the Corporation as though the person whose facsimile signature
has been used thereon had not ceased to be such officer.

          Section 5.2. Lost, Stolen or Destroyed Certificates. The Board of
Directors in individual cases, or by general resolution or by delegation to the
transfer agent for the Corporation, may direct that a new stock certificate or
certificates for shares of capital stock of



                                                                              14


the Corporation be issued in place of any stock certificate or certificates
theretofore issued by the Corporation claimed to have been lost, stolen or
destroyed, upon the filing of an affidavit to that effect by the person claiming
such loss, theft or destruction. When authorizing such an issuance of a new
stock certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to such issuance, require the owner of such lost,
stolen or destroyed stock certificate or certificates to advertise the same in
such manner as the Corporation shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the stock certificate or
certificates claimed to have been lost, stolen or destroyed.

          Section 5.3. Transfers of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a stock certificate for shares of
capital stock of the Corporation duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer or, if the relevant stock
certificate for shares of capital stock of the Corporation is claimed to have
been lost, stolen or destroyed, upon compliance with the provisions of Section
5.2 of these By-laws, and upon payment of applicable taxes with respect to such
transfer, and in compliance with any restrictions on transfer applicable to such
stock certificate or the shares represented thereby of which the Corporation
shall have notice and subject to such rules and regulations as the Board of
Directors may from time to time deem advisable concerning the transfer and
registration of stock certificates for shares of capital stock of the
Corporation, the Corporation shall issue a new stock certificate or certificates
for such shares to the person entitled thereto, cancel the old stock certificate
and record the transaction upon its books. Transfers of shares shall be made
only on the books of the Corporation by the registered holder thereof or by such
holder's attorney or successor duly authorized as evidenced by documents filed
with the Secretary or transfer agent of the Corporation. Whenever any transfer
of shares of capital stock of the Corporation shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
if, when the stock certificate or certificates representing such shares are
presented to the Corporation for transfer, both the transferor and transferee
request the Corporation to do so.

          Section 5.4. Stockholders of Record. The Corporation shall be entitled
to treat the holder of record of any share of capital stock of the Corporation
as the holder thereof and shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the Delaware General Corporation Law.

                                   ARTICLE VI

                                  FISCAL YEAR

          The fiscal year of the Corporation shall be the calendar year.



                                                                              15


                                  ARTICLE VII

                              OFFICES AND RECORDS

          Section 7.1. Registered Office. The registered office of the
Corporation in the State of Delaware shall initially be located at 1209 Orange
Street in the City of Wilmington, County of New Castle, and the name of its
registered agent shall initially be The Corporation Trust Company, which office
or agent may be changed from time to time by action of the Corporation's Board
of Directors.

          Section 7.2. Other Offices. The Corporation may have offices at such
other places, both within or without the State of Delaware, as shall be
determined from time to time by the Board of Directors or as the business of the
Corporation may require.

          Section 7.3. Books and Records. The books and records of the
Corporation may be kept at such other locations outside the State of Delaware as
may from time to time be designated by the Board of Directors.

                                  ARTICLE VIII

                                    NOTICES

          Section 8.1. Manner of Notice. Except as otherwise provided by law,
whenever under the provisions of the Delaware General Corporation Law, the
Certificate of Incorporation or these By-Laws notice is required to be given to
any stockholder, director or member of any committee of the Board of Directors,
such notice may be given either personally, by mail, or in the case of
stockholders, director or members who have consented to such delivery, by
electronic transmission (as such term is defined in the Delaware General
Corporation Law), to the stockholder, director or member. If mailed, such notice
will be deemed to be delivered when deposited in the United States mail with
postage thereon prepaid, addressed to the stockholder, director or member at his
or her address as it appears on the books of the Corporation. Notice given by
electronic transmission will be effective (A) if by facsimile, when faxed to a
number where the stockholder, director or member has consented to receive such
notice; (B) if by electronic mail, when mailed electronically to an electronic
mail address at which the stockholder, director or member has consented to
receive such notice; (C) if by posting on an electronic network together with a
separate notice of such posting, upon the later to occur of (1) the posting or
(2) the giving of separate notice of the posting; or (D) if by other form of
electronic communication, when directed to the stockholder, director or member
in the manner consented to by the stockholder. Such requirement for notice shall
also be deemed satisfied, except in the case of stockholder meetings with
respect to which written notice is required by law, if actual notice is received
orally or by other writing by the person entitled thereto as far in advance of
the event with respect to which notice is being given as the minimum notice
period required by Delaware General Corporation Law or these By-Laws.

          Whenever notice is required to be given under any provision of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws to any stockholder to whom (i) notice of two consecutive annual meetings
of stockholders, and all notices of



                                                                              16


meetings of stockholders or of the taking of action by stockholders by written
consent without a meeting to such stockholder during the period between such two
consecutive annual meetings, or (ii) all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities of the Corporation
during a 12-month period, have been mailed addressed to such stockholder at the
address of such stockholder as shown on the records of the Corporation and have
been returned undeliverable, the giving of such notice to such stockholder shall
not be required. Any action or meeting which shall be taken or held without
notice to such stockholder shall have the same force and effect as if such
notice had been duly given. If any such stockholder shall deliver to the
Corporation a written notice setting forth the then current address of such
stockholder, the requirement that notice be given to such stockholder shall be
reinstated.

          Section 8.2. Waiver of Notice. Whenever any notice is required to be
given under any provision of the Delaware General Corporation Law, the
Certificate of Incorporation or these By-Laws, a written waiver thereof, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to such notice. Attendance by a
person at a meeting shall constitute a waiver of notice of such meeting, except
when such person attends such meeting for the express purpose of objecting, at
the beginning of such meeting, to the transaction of any business because such
meeting has not been lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of
stockholders, the Board of Directors or a committee of the Board of Directors
need be specified in any written waiver of notice unless so required by the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws.

                                   ARTICLE IX

                                   DIVIDENDS

          The Board of Directors may from time to time declare, and the
Corporation may pay, dividends, in cash, in property or in shares of capital
stock of the Corporation, on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by law and by the Certificate
of Incorporation.

                                   ARTICLE X

                                   AMENDMENTS

          Except to the extent otherwise provided in the Certificate of
Incorporation, the rights of the holders of any series of preferred stock then
outstanding or these By-Laws, these By-Laws shall be subject to alteration,
amendment or repeal, and new By-Laws may be adopted (i) by the affirmative vote
of the holders of not less than a majority of the voting power of all
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors or (ii) by the affirmative vote of not
less than a majority of the entire Board of Directors at any meeting of the
Board of Directors at which there is a quorum present and voting.