Exhibit 3.2(b)

                                     BY-LAWS

                                       OF

                            ASHTON WOODS FINANCE CO.

                            (a Delaware Corporation)

                        (Effective as of August 5, 2005)

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of Ashton Woods Finance
Co. (the "Corporation") in the State of Delaware is located at 2711 Centerville
Road, Suite 400, in the City of Wilmington, County of New Castle. The name and
address of the Corporation's registered agent at such address is the Corporation
Trust Company.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
of the Corporation (the "Board") may from time to time appoint or the business
of the Corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETING. Meetings of the stockholders shall be held
either within or without the State of Delaware at such place as the Board may
fix and in such manner as the Board may determine.

     Alternatively, the Board, in its sole discretion, may determine that such
meetings be held solely by means of remote communication. For any meeting of
stockholders to be held by remote communication, the Corporation shall (a)
implement reasonable measures to verify that each person deemed present and
permitted to vote at the meeting by remote communication is a stockholder or
proxyholder, (b) implement reasonable measures to provide such stockholders and
proxyholders a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity to read or
hear the proceedings of the meeting substantially concurrently with such
proceedings, and (c) if any stockholder or proxyholder votes or takes other

action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the corporation.

     SECTION 2. ANNUAL MEETING. The annual meeting of stockholders shall be held
in each year on the date specified by the Board for the election of directors
and for such other business as may properly be conducted at such meeting.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the President, a majority of the Board or by the holders
of at least a majority of the issued and outstanding shares of stock entitled to
vote generally in the election of directors, voting together as a single class,
to be held at such date, time and place, either within or without the State of
Delaware as may be stated in the notice of meeting.

     SECTION 4. NOTICE. Notice of every meeting of stockholders shall state the
hour, means of remote communication, if any, date and place, if any, thereof,
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, and shall, not less than ten (10) and not more than sixty
(60) days before such meeting, be served upon, mailed, or transmitted
electronically to each stockholder of record entitled to vote thereat, at such
stockholder's address as it appears upon the stock records of the Corporation.

     Notice of the hour, means of remote communication, if any, by which
stockholders or proxyholders may be deemed to be present and vote at such
meeting, date, place, if any, and purpose of any meeting of stockholders may be
dispensed with if every stockholder entitled to vote thereat shall attend in
person, by proxy, or by remote communication and shall not object to the holding
of such meeting for lack of proper notice, or if every absent stockholder
entitled to such notice shall in writing or by electronic transmission, filed
with the records of the meeting, either before or after the holding thereof,
waive such notice.

     SECTION 5. QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation (the "Charter"), the holders of
a majority of the issued and outstanding stock of the Corporation entitled to
vote thereat, present in person or by means of remote communication, or
represented by proxy shall constitute a quorum for the transaction of business
at all meetings of stockholders.

     SECTION 6. VOTING. At each meeting of stockholders, every stockholder of
record at the closing of the transfer books, if closed, or on the date set by
the Board for the determination of stockholders entitled to vote at such
meeting, shall have one vote for each share of stock entitled to vote which is
registered in such stockholder's name on the books of the Corporation. At each
such meeting every stockholder shall be entitled to vote in person or by means
of remote communication, or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than


                                        2

three (3) years prior to the meeting in question, unless said instrument
provides for a longer period during which it is to remain in force.

     All elections of directors shall be held by written ballot, unless
otherwise provided in the Charter or prescribed by the Board; if authorized by
the Board, such requirement of a written ballot shall be satisfied by a ballot
submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
stockholder or proxy holder.

     At any meeting at which a quorum is present, a plurality of votes properly
cast for election to fill any vacancy on the Board shall be sufficient to elect
a candidate to fill such vacancy, and a majority of the votes properly cast upon
any other question shall decide the question, except in any case where a larger
vote is required by law, the Charter, these By-Laws, or otherwise.

     SECTION 7. ORGANIZATION. The President, shall call meetings of the
stockholders to order and shall act as the presiding officer thereof. The
Secretary of the Corporation, if present, shall act as secretary of all meetings
of stockholders, and, in such person's absence, the presiding officer may
appoint a secretary.

     SECTIONS8. INSPECTORS OF ELECTION. The Board, in advance of any
stockholders' meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act or if inspectors shall not have been so appointed, the person
presiding at a stockholders' meeting may, and on the request of any stockholder
entitled to vote thereat shall, appoint one or more inspectors. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability.

     The inspectors, if so appointed, shall determine the number of shares of
capital stock outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum, and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stockholder entitled to
vote thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them. No director or candidate for office shall act as an inspector of
an election of directors.

     SECTION 9. LISTS OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the


                                        3

meeting, arranged in alphabetical order, showing the address of each stockholder
and the number and class of shares held by each. Nothing contained in this
Section 9 shall require the Corporation to include electronic mail addresses or
other electronic contact information on such list. Such list shall be open 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 during ordinary business
hours, at the principal place of business of the Corporation. The list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 10. ADJOURNMENT. At any meeting of stockholders of the Corporation,
if less than a quorum shall be present, a majority of the stockholders entitled
to vote thereat, present in person or by means of remote communication, or
represented by proxy, shall have the power to adjourn the meeting from time to
time without notice other than announcement at the meeting until a quorum shall
be present. Any business may be transacted at the adjourned meeting which might
have been transacted at the meeting originally noticed. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

     SECTION 11. ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken at any meeting of stockholders may, except as otherwise required by law
or the Charter, be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
by the holders of not less than the minimum number of votes that would be
necessary to authorize or take such action at which all shares entitled to vote
thereon were present and voted, and the writing or writings are filed with the
permanent records of the Corporation. Prompt notice, or notice within the time
prescribed by state law, of the taking of corporate action without a meeting by
less than unanimous written consent will be given to those stockholders who have
not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The management of the business and the conduct
of the affairs of the Corporation shall be vested in the Board. The Board shall
exercise all of the powers and duties conferred by law except as provided by the
Charter or these By-Laws.

     SECTION 2. NUMBER AND TERM. A director need not be a stockholder, a citizen
of the United States, or a resident of the State of Delaware. The number of
directors constituting the whole Board shall be at least one. Subject to the
foregoing limitation, the number of directors may be fixed from time to time by
action of the directors, or if the number is not fixed, the number shall be two.
The number of directors


                                       4

may be increased or decreased only by action of the directors. At each annual
meeting of the stockholders of the Corporation, the directors shall be elected
to hold office for a term expiring at the next annual meeting of the
stockholders and/or until their respective successors are duly elected and
qualified or until their earlier resignation or removal. The persons receiving
the votes of a majority of the stock represented at the meeting shall be
directors for the term prescribed by these By-Laws or until their successors
shall be elected.

     SECTION 3. RESIGNATIONS. Any director of the Corporation may resign at any
time by giving notice in writing or by electronic transmission to the Board or
to the President or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein or, if the time is not specified, it
shall take effect immediately upon its receipt; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 4. REMOVAL BY STOCKHOLDERS. Any director may be removed from
office, with or without cause, by the affirmative vote of the holders of a
majority of the then outstanding shares of stock entitled to vote generally in
the election of directors, voting together as a single class.

     SECTION 5. VACANCIES. Newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum, or by the sole remaining director. Any
director elected in accordance with the preceding sentence shall hold office
until the next annual meeting of the stockholders and until his or her successor
is elected and qualified or until his or her earlier resignation or removal. No
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.

     SECTION 6. MEETINGS. Regular meetings of the Board may be held without
notice by means of remote communication, if any, or at such places, within or
without the State of Delaware, and times as shall be determined from time to
time by resolution of the directors.

     Special meetings of the Board shall be called by the Chairman of the Board,
President or Secretary of the Corporation or by any of them on the request in
writing or by means of electronic communication of any director with at least
two (2) days' oral, electronic or written notice to each director and shall be
held by remote communication, or at such place, within or without the State of
Delaware, as may be determined by the directors or as shall be stated in the
notice of meeting.

     Meetings may be held at any time and place, if any, or without notice if
all the directors are present and do not object to the holding of such meeting
for lack of proper


                                        5

notice or if those not present shall, in writing or by electronic transmission,
waive notice thereof.

     SECTION 7. QUORUM, VOTING AND ADJOURNMENT. A majority of the total number
of directors or any committee thereof shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present in
person or by remote communication at a meeting at which a quorum is present
shall be the act of the Board. In the absence of a quorum, a majority of the
directors present thereat in person or by remote communication may adjourn such
meeting to another time and place, if any. Notice of the next meeting need not
be given to the directors present in person or by remote communication at the
adjourned meeting if the time and place, if any, of the next meeting are
announced at the meeting so adjourned.

     SECTION 8. COMMITTEES. The Board may, by resolution passed by a majority of
the Board, designate one or more committees, each such committee to consist of
one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority to amend the Charter, adopt an agreement of merger or
consolidation, recommend to the stockholders the sale, lease, or exchange of all
or substantially all of the Corporation's properties and assets, recommend to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution or to amend, or recommend to the stockholders the amendment of,
these By-Laws. Unless a resolution of the Board expressly provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock of the Corporation. All committees of the Board
shall report their proceedings to the Board when required.

     SECTION 9. ACTION WITHOUT A MEETING. Unless otherwise restricted by the
Charter or these By-Laws, any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of the proceedings of
the Board, or committee. Such filings shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

     SECTION 10. COMPENSATION. The Board shall have the authority to fix the
compensation of directors for their services. A director may also serve the
Corporation in other capacities and receive compensation therefor.

     SECTION 11. TELEPHONIC OR ELECTRONIC MEETINGS. Unless otherwise restricted
by the Charter, members of the Board, or any committee designated by the Board,
may participate in a meeting by means of conference telephone, remote


                                        6

communication or similar communications equipment in which all persons
participating in the meeting can hear, speak and/or communicate with each other.
Participation in any such meeting shall constitute presence in person at such
meeting.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. OFFICERS. The Board shall elect a President and a Secretary and,
in its discretion, may, or may delegate to the President the authority to, elect
one or more Vice Presidents, a Treasurer, Assistant Secretaries, Assistant
Treasurers and other officers and agents as deemed necessary or appropriate.
Such officers shall be elected initially at the first meeting of the Board, and
each shall hold office until their successors are elected and qualified or until
his or her earlier death, resignation or removal. The powers and duties of more
than one office may be exercised and performed by the same person.

     SECTION 2. PRESIDENT. The President shall have such powers and perform such
other duties as prescribed from time to time by the Board.

     The President shall preside at all meetings of the stockholders and of the
Board. Except as the Board shall otherwise provide with respect to a given
transaction or act, the President shall, and may delegate to any officer of the
Corporation, by execution of a power of attorney or otherwise, the authority to
execute bonds, deeds, mortgages and other contracts on behalf of the
Corporation, and shall cause the seal of the Corporation to be affixed to any
instrument requiring it and, when so affixed, the seal shall be attested by the
signature of the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.

     SECTION 3. VICE PRESIDENTS. Each Vice President, of whom one or more may be
designated a Senior Vice President, or an Executive Vice President, shall have
and exercise such powers and shall perform such duties as from time to time may
be assigned to him or her by the President or the Board.

     SECTION 4. SECRETARY. The Secretary shall (i) keep the minutes of all
meetings of the stockholders and of the Board in books provided for that
purpose; (ii) see that all notices are duly given in accordance with the
provisions of law and these By-Laws; (iii) maintain custody of the records and
of the corporate seal or seals of the Corporation; (iv) if required see that the
corporate seal is affixed to all documents the execution of which, on behalf of
the Corporation under its seal, is duly authorized, and, when the seal is so
affixed, may attest the same; and (v) perform all duties incident to the office
of secretary of a corporation, and such other duties as from time to time may be
assigned by the President or the Board. In addition, the Secretary may sign,
with the President, certificates of stock of the Corporation.


                                        7

     SECTION 5. TREASURER. The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation, and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation. He or she shall deposit, or cause to be deposited,
in the name of the Corporation, all monies or other valuable effects in such
banks, trust companies or other depositaries as shall, from time to time, be
selected by the Board; he or she may endorse for collection on behalf of the
Corporation checks, notes and other obligations; he or she may sign receipts and
vouchers for payments made to the Corporation; he or she may sign checks of the
Corporation, singly or jointly with another person as the Board may authorize,
and pay out and dispose of the proceeds under the direction of the Board; he or
she shall render to the President and to the Board, whenever requested, an
account of the financial condition of the Corporation and; he or she shall
perform all the duties incident as from time to time may be assigned by the
President or the Board.

     SECTION 6. ASSISTANT TREASURER AND ASSISTANT SECRETARY. Each Assistant
Treasurer and each Assistant Secretary shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Treasurer and
Secretary respectively, and shall perform such other duties as the President or
the Board shall prescribe.

     SECTION 7. DELEGATION. In the absence, disability or refusal of any officer
to exercise and perform his or her duties, the President or the Board may
delegate all or any of the powers and duties of any officer to any other
officer.

     SECTION 8. RESIGNATION AND REMOVAL. Any officer of the Corporation may be
removed, with or without cause, by action of the Board. An officer may resign at
any time in the same manner prescribed under Section 3 of Article III of these
By-Laws for the resignation of a director.

     SECTION 9. VACANCIES. The Board shall have the power to fill vacancies
occurring in any office.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

     SECTION 1. FORM AND EXECUTION OF CERTIFICATES. The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board may from time to time
prescribe. The certificates of stock of each class shall be consecutively
numbered and signed by the President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and shall bear the
corporate seal or a printed or engraved facsimile thereof. Any or all of the
signatures on the certificate may be a facsimile. The Board shall have the power
to appoint one or more transfer agents and/or registrars for the transfer or


                                        8

registration of certificates of stock of any class, and may require stock
certificates to be countersigned or registered by one or more of such transfer
agents and/or registrars.

     SECTION 2. TRANSFER OF SHARES. The shares of the stock of the Corporation
shall be transferable on the books of the Corporation by the holder thereof in
person or by his or her attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof or guaranty of the authenticity of the signature as the Corporation
or its agents may reasonably require. A record shall be made of each transfer.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented, both the transferor and transferee request the
Corporation to do so. The Board shall have the power and authority to make such
rules and regulations as it may deem necessary or proper concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation.

     SECTION 3. CLOSING OF TRANSFER BOOKS. The stock transfer books of the
Corporation may, if deemed appropriate by the Board, be closed for such length
of time not exceeding fifty (50) days as the Board may determine, preceding the
date of any meeting of stockholders or the date for the payment of any dividend
or the date for the allotment of rights or the date when the issuance, change,
conversion or exchange of capital stock shall go into effect, during which time
no transfer of stock on the books of the Corporation may be made.

     SECTION 4. DATES OF RECORD. If deemed appropriate, the Board may fix in
advance a date for such length of time not exceeding sixty (60) days (and, in
the case of any meeting of stockholders, not less than ten (10) days) as the
Board may determine, preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights or
the date when any issuance, change, conversion or exchange of capital stock
shall go into effect, as a record date for the determination of stockholders
entitled to notice of, and to vote at, any such meeting or entitled to receive
payment of any such dividend or to any allotment of rights, or to exercise the
rights in respect of any such issuance, change, conversion or exchange of
capital stock, as the case may be, and in such case only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
Corporation after any record date fixed as aforesaid. If no such record date is
so fixed, the record date shall be determined by applicable law.

     SECTION 5. LOST OR DESTROYED CERTIFICATES. A new certificate of stock may
be issued in the place of any certificate previously issued by the Corporation,
alleged to have been lost, stolen, destroyed, improperly issued or mutilated,
and the Board may, in its discretion, require the owner of such lost, stolen,
destroyed, improperly


                                        9

issued or mutilated certificate, or his or her legal representative, to give the
Corporation a bond, in such sum as the Board may direct, in order to indemnify
the Corporation against any claims that may be made against it in connection
therewith.

     SECTION 6. DIVIDENDS. Subject to the provisions of the Charter, the Board
may at any regular or special meeting, out of funds legally available therefor,
declare dividends upon the stock of the Corporation. Before the declaration of
any dividend, the Board may set apart, out of any funds of the Corporation
available for dividends, such sum or sums as from time to time in its discretion
may be deemed proper for working capital or as a reserve fund to meet
contingencies or for such other purposes as shall be deemed conducive to the
interests of the Corporation.

                                   ARTICLE VI

                         INDEMNIFICATION AND INSURANCE

     SECTION 1. POWER TO INDEMNIFY IN ACTION, SUITS OR PROCEEDINGS OTHER THAN
THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this
Article VI, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' and
other professionals' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
conduct was unlawful.

     SECTION 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE
RIGHT OF THE CORPORATION. Subject to Section 3 of this Article VI, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including


                                       10

attorneys' and other professionals' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     SECTIONS 3. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
this Article VI (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has been the applicable standard of conduct
set forth in Section 1 or Section 2 of this Article VI, as the case may be. Such
determination shall be made (i) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
(i.e., disinterested directors), (ii) by a committee of such disinterested
directors designated by majority vote of such directors, even though less than a
quorum, (iii) if there are no such disinterested directors, or, if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
if the Board so directs, by the stockholders. To the extent, however, that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit, or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' and other professionals'
fees) actually and reasonably incurred by such person in connection therewith,
without the necessity of authorization in the specific case.

     SECTION 4. GOOD FAITH DEFINED. For purposes of any determination under
Section 3 of this Article VI, a person shall be deemed to have acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe the conduct was unlawful,
if the action is based on (a) the records or books of account of the Corporation
or another enterprise (as defined below in this Section 4), or on information
supplied to such person by the officers of the Corporation or another enterprise
in the course of their duties, unless such person had reasonable cause to
believe that reliance thereon would not be justifiable, or on (b) the advice of
legal counsel for the Corporation or another enterprise, or on information or
records given or reports made to the Corporation or another enterprise by an
independent certified public accountant, independent financial adviser,
appraiser or other expert, as to matters reasonably believed to be within such
other person's professional or expert competence. The term "another enterprise,"
as used in this Section 4, shall mean any other corporation or any partnership,
joint venture, trust or other enterprise of which such


                                       11

person is or was serving at the request of the Corporation as a director,
officer, employee or agent. The provisions of this Section 4 shall not be deemed
to be exclusive or to limit in any way the circumstances in which a person may
be deemed to have met the applicable standard of conduct set forth in Sections 1
or 2 of this Article VI, as the case may be.

     SECTION 5. INDEMNIFICATION BY A COURT. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VI, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article VI. The basis of such indemnification by
a court shall be a determination by such court that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in Sections 1 or 2 of this
Article VI, as the case may be. Notice of any application for indemnification
pursuant to this Section 5 shall be given to the Corporation promptly upon the
filing of such application.

     SECTION 6. EXPENSES PAYABLE IN ADVANCE. Expenses (including attorneys' and
other professionals' fees) incurred by an officer or director in defending any
threatened or pending civil, criminal, administrative or investigative action,
suit or proceeding, shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer, to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation as authorized in this Article VI. Such expenses (including
attorneys' and other professionals' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board deems
appropriate.

     SECTION 7. NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION. The
Indemnification and advancement of expenses provided by or granted pursuant to
this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
By-Law, agreement, contract, vote of stockholders or of disinterested directors,
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, it being the policy of the Corporation that
indemnification of the persons specified in Sections 1 and 2 of this Article VI
shall be made to the fullest extent permitted by law, including as a result of
any amendment of the General Corporation Law of the State of Delaware expanding
the right of corporations to indemnify directors, officers, employees or agents.
The provisions of this Article VI shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 and 2 of this
Article VI, but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise. The indemnification provided by this Article VI shall continue as to
a person who has


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ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, administrators and other comparable legal
representatives of such person. The rights conferred in this Article VI shall be
enforceable as contract rights, and shall continue to exists after any
rescission or restrictive modification hereof with respect to events occurring
prior thereto.

     SECTION 8. MEANING OF "OTHER ENTERPRISES" IN CONNECTION WITH EMPLOYEE
BENEFIT PLANS, ETC. For purposes of this Article VI (including Sections 1,2,4
and 9 hereof), references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who has acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VI.

     SECTION 9. INSURANCE. The Corporation may, but shall not be required to,
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power or the obligation to indemnify such
person against such liability under the provisions of this Article VI.

                                   ARTICLE VII

                                  MISCELLANEOUS

     SECTION 1. AMENDMENTS. These By-Laws may be amended or repealed or new
By-Laws may be adopted by the affirmative vote of a majority of the Board at any
regular or special meeting of the Board, provided that the By-Laws adopted by
the Board may be amended or repealed by the stockholders.

     SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board.


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                                  ARTICLE VIII

                          NOTICE AND WAIVER OF NOTICE

     SECTION 1. NOTICE. Whenever notice is required to be given by law, the
Charter or these By-Laws, such notice may be mailed or given by a form of
electronic transmission consented to by the person to whom the notice is given.
Any such consent shall be revocable by such person by written notice to the
Corporation. Any such consent shall be deemed revoked if (a) the Corporation is
unable to deliver by electronic transmission two consecutive notices in
accordance with such consent and (b) such inability becomes known to the
Secretary or an Assistant Secretary of the Corporation or to the transfer agent
or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.

     Notice given pursuant to these By-Laws shall be deemed given: (a) if
mailed, when deposited in the United States mail, postage pre-paid, addressed to
the person entitled to such notice at his or her address as it appears on the
books and records of the Corporation, (b) if by facsimile telecommunication,
when directed to a number at which such person has consented to receive notice;
(c) if by electronic mail, when directed to an electronic mail address at which
such person has consented to receive notice; (d) if by a posting on an
electronic network together with separate notice to such person of such specific
posting, upon the later of (1) such posting and (2) the giving of such separate
notice; and (e) if by any other form of electronic transmission, when directed
to such person. An affidavit of the Secretary or an Assistant Secretary or of
the transfer agent or other agent of the Corporation that the notice has been
given by a form of electronic transmission shall, in the absence of fraud, be
prima facie evidence of the facts stated herein.

     For purposes of these By-Laws, "electronic transmission" means any form of
communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved, and reviewed by a recipient
thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process.

     SECTION 2. WAIVER OF NOTICE. Whenever notice is required to be given by
law, the Charter or these By-Laws, a waiver thereof submitted by electronic
transmission or in writing signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of an individual at a meeting, in person or by means of remote
communication, shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and the execution by a person of a consent
in writing or by electronic transmission in lieu of meeting shall constitute a
waiver of notice of the action taken by such consent. Neither the business to be
transacted


                                       14

at, nor the purpose of, any meeting of the stockholders, directors, or members
of a committee of the Board need be specified in any such waiver of notice.


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