BY-LAWS

                                       of

                             HFS CORE SYSTEMS, INC.

                            (A Delaware Corporation)

                                   ----------

                                    ARTICLE 1

                                   DEFINITIONS

          As used in these By-laws, unless the context otherwise requires, the

term:

          1.1 "Assistant Secretary" means an Assistant Secretary of the

Corporation.

          1.2 "Assistant Treasurer" means an Assistant Treasurer of the

Corporation.

          1.3 "Board" means the Board of Directors of the Corporation.

          1.4 "By-laws" means the initial by-laws of the Corporation, as amended

from time to time.

          1.5 "Certificate of Incorporation" means the initial certificate of

incorporation of the Corporation, as amended, supplemented or restated from time

to time.

          1.6 "Chairman" means the Chairman of the Board of Directors of the

Corporation.

          1.7 "Corporation" means HFS Core Systems, Inc.

          1.8 "Directors" means directors of the Corporation.



                                                                               2


          1.9 "Entire Board" means all then authorized directors of the

Corporation.

          1.10 "General Corporation Law" means the General Corporation Law of

the State of Delaware, as amended from time to time.

          1.11 "Office of the Corporation" means the executive office of the

Corporation, anything in Section 131 of the General Corporation Law to the

contrary notwithstanding.

          1.12 "President" means the President of the Corporation.

          1.13 "Secretary" means the Secretary of the Corporation.

          1.14 "Stockholders" means stockholders of the Corporation.

          1.15 "Treasurer" means the Treasurer of the Corporation.

          1.16 "Vice President" means a Vice President of the Corporation.

                                   ARTICLE 2

                                  STOCKHOLDERS

          2.1 Place of Meetings. Every meeting of Stockholders may be held at

such place, within or without the State of Delaware, as may be designated by

resolution of the Board from time to time. The Board may, in its sole

discretion, determine that the meeting of Stockholders shall not be held at any

place, but may instead be held solely by means of remote communication in

accordance with Delaware law.

          2.2 Annual Meeting. If required by applicable law, a meeting of

Stockholders shall be held annually for the election of Directors at such date

and time as may be designated by resolution of the Board from time to time. Any

other business may be transacted at the annual meeting.



                                                                               3


          2.3 Special Meetings. Unless otherwise prescribed by applicable law,

special meetings of Stockholders may be called at any time by the Board and may

not be called by any other person or persons. Business transacted at any special

meeting of Stockholders shall be limited to the purpose stated in the notice.

          2.4 Fixing Record Date. For the purpose of (a) determining the

Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders

or any adjournment thereof, (ii) unless otherwise provided in the Certificate of

Incorporation, to express consent to corporate action in writing without a

meeting or (iii) to receive payment of any dividend or other distribution or

allotment of any rights, or entitled to exercise any rights in respect of any

change, conversion or exchange of stock; or (b) any other lawful action, the

Board may fix a record date, which record date shall not precede the date upon

which the resolution fixing the record date was adopted by the Board and which

record date, unless otherwise required by applicable law, shall not be (x) in

the case of clause (a)(i) above, more than 60 nor less than 10 days before the

date of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days

after the date upon which the resolution fixing the record date was adopted by

the Board and (z) in the case of clause (a)(iii) or (b) above, more than 60 days

prior to such action. If no such record date is fixed:

               2.4.1 the record date for determining Stockholders entitled to

notice of or to vote at a meeting of Stockholders shall be at the close of

business on the day next preceding the day on which notice is given, or, if

notice is waived, at the close of business on the day next preceding the day on

which the meeting is held;



                                                                               4


               2.4.2 the record date for determining Stockholders entitled to

express consent to corporate action in writing without a meeting (unless

otherwise provided in the Certificate of Incorporation), when no prior action by

the Board is required by applicable law, shall be the first day on which a

signed written consent setting forth the action taken or proposed to be taken is

delivered to the Corporation in accordance with applicable law; and when prior

action by the Board is required by applicable law, the record date for

determining Stockholders entitled to express consent to corporate action in

writing without a meeting shall be at the close of business on the date on which

the Board adopts the resolution taking such prior action; and

               2.4.3 the record date for determining Stockholders for any

purpose other than those specified in Sections 2.4.1 and 2.4.2 shall be at the

close of business on the day on which the Board adopts the resolution relating

thereto. When a determination of Stockholders of record entitled to notice of or

to vote at any meeting of Stockholders has been made as provided in this Section

2.4, such determination shall apply to any adjournment thereof unless the Board

fixes a new record date for the adjourned meeting.

          2.5 Notice of Meetings of Stockholders. Whenever under the provisions

of applicable law, the Certificate of Incorporation or these By-laws,

Stockholders are required or permitted to take any action at a meeting, notice

shall be given stating the place, if any, date and hour of the meeting, the

means of remote communication, if any, by which Stockholders and proxy holders

may be deemed to be present in person and vote at such meeting, and, in the case

of a special meeting, the purpose or purposes for which the meeting is called.

Unless otherwise provided by



                                                                               5


applicable law, the Certificate of Incorporation or these By-laws, notice of any

meeting shall be given, not less than 10 nor more than 60 days before the date

of the meeting, to each Stockholder entitled to vote at such meeting. If mailed,

such notice shall be deemed to be given when deposited in the United States

mail, with postage prepaid, directed to the Stockholder at his or her address as

it appears on the records of the Corporation. An affidavit of the Secretary or

an Assistant Secretary or of the transfer agent of the Corporation that the

notice required by this Section 2.5 has been given shall, in the absence of

fraud, be prima facie evidence of the facts stated therein. Any meeting of

Stockholders, annual or special, may adjourn from time to time to reconvene at

the same or some other place. When a meeting is adjourned to another time or

place, notice need not be given of the adjourned meeting if the time and place

thereof are announced at the meeting at which the adjournment is taken, and at

the adjourned meeting any business may be transacted that might have been

transacted at the meeting as originally called. If, however, the adjournment is

for more than 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.

          2.6 Waivers of Notice. Whenever the giving of any notice to

Stockholders is required by applicable law, the Certificate of Incorporation or

these By-laws, a waiver thereof, given by the person entitled to said notice,

whether before or after the event as to which such notice is required, shall be

deemed equivalent to notice. Attendance by a Stockholder at a meeting shall

constitute a waiver of notice of such meeting except when the Stockholder

attends a meeting for the express purpose of objecting, at the beginning of the

meeting, to the transaction of any business on the



                                                                               6


ground that the 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 the Stockholders need be specified in any waiver of notice unless so required

by applicable law, the Certificate of Incorporation or these By-laws.

          2.7 List of Stockholders. The Secretary shall prepare and make, at

least 10 days before every meeting of Stockholders, a complete list of the

Stockholders entitled to vote at the 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, the Stockholder's agent, or attorney, at the Stockholder's

expense, for any purpose germane to the meeting, for a period of at least 10

days prior to the meeting, during ordinary business hours at the principal place

of business of the Corporation, or on a reasonably accessible electronic network

as provided by applicable law. If the meeting is to be held at a place, the list

shall also 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. If

the meeting is held solely by means of remote communication, the list shall also

be open for examination as provided by applicable law. Upon the willful neglect

or refusal of the Directors to produce such a list at any meeting for the

election of Directors, they shall be ineligible for election to any office at

such meeting. Except as provided by applicable law, the stock ledger shall be

the only evidence as to who are the Stockholders entitled to examine the stock

ledger, the list of Stockholders or the books of the Corporation, or to vote in

person or by proxy at any meeting of Stockholders.



                                                                               7


          2.8 Quorum of Stockholders; Adjournment. Except as otherwise provided

by applicable law, the Certificate of Incorporation or these By-laws, at each

meeting of Stockholders, the presence in person or by proxy of the holders of a

majority in voting power of all outstanding shares of stock entitled to vote at

the meeting of Stockholders, shall constitute a quorum for the transaction of

any business at such meeting. In the absence of a quorum, the holders of a

majority in voting power of the shares of stock present in person or represented

by proxy at any meeting of Stockholders, including an adjourned meeting, whether

or not a quorum is present, may adjourn such meeting to another time and place.

Shares of its own stock 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 is held, directly or indirectly, by the Corporation,

shall neither be entitled to vote nor be counted for quorum purposes; provided,

however, that the foregoing shall not limit the right of the Corporation to vote

stock, including but not limited to its own stock, held by it in a fiduciary

capacity.

          2.9 Voting; Proxies. Unless otherwise provided in the Certificate of

Incorporation, every Stockholder entitled to vote at any meeting of Stockholders

shall be entitled to one vote for each share of stock held by such Stockholder

which has voting power upon the matter in question. At any meeting of

Stockholders, all matters, except as otherwise provided by the Certificate of

Incorporation, these By-laws, the rules and regulations of any stock exchange

applicable to the Corporation, applicable law or pursuant to any rules or

regulations applicable to the Corporation or its securities, shall be decided by

the affirmative vote of a majority in voting power of shares of stock present in

person or represented by proxy and entitled to vote thereon. At all meetings of



                                                                               8


Stockholders for the election of Directors, a plurality of the votes cast shall

be sufficient to elect. Each Stockholder entitled to vote at a meeting of

Stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for such

Stockholder by proxy but no such proxy shall be voted or acted upon after three

years from its date, unless the proxy provides for a longer period. A proxy

shall be irrevocable if it states that it is irrevocable and if, and only so

long as, it is coupled with an interest sufficient in law to support an

irrevocable power. A Stockholder may revoke any proxy that is not irrevocable by

attending the meeting and voting in person or by delivering to the Secretary a

revocation of the proxy or by delivering a new proxy bearing a later date.

          2.10 Voting Procedures and Inspectors of Election at Meetings of

Stockholders. The Board, in advance of any meeting of Stockholders, may, and

shall if required by applicable law, appoint one or more inspectors, who may be

employees of the Corporation, to act at the meeting and make a written report

thereof. The Board may designate one or more persons as alternate inspectors to

replace any inspector who fails to act. If no inspector or alternate is able to

act at a meeting, the person presiding at the meeting may, and shall if required

by applicable law, appoint one or more inspectors to act at the meeting. 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 with strict

impartiality and according to the best of his or her ability. The inspectors

shall (a) ascertain the number of shares outstanding and the voting power of

each, (b) determine the shares represented at the meeting and the validity of

proxies and ballots, (c) count all votes and ballots, (d) determine and retain

for a reasonable period a record of



                                                                               9


the disposition of any challenges made to any determination by the inspectors,

and (e) certify their determination of the number of shares represented at the

meeting and their count of all votes and ballots. The inspectors may appoint or

retain other persons or entities to assist the inspectors in the performance of

their duties. Unless otherwise provided by the Board, the date and time of the

opening and the closing of the polls for each matter upon which the Stockholders

will vote at a meeting shall be determined by the person presiding at the

meeting and shall be announced at the meeting. No ballot, proxies or votes, or

any revocation thereof or change thereto, shall be accepted by the inspectors

after the closing of the polls unless the Court of Chancery of the State of

Delaware upon application by a Stockholder shall determine otherwise. In

determining the validity and counting of proxies and ballots cast at any meeting

of Stockholders, the inspectors may consider such information as is permitted by

applicable law. No person who is a candidate for office at an election may serve

as an inspector at such election.

          2.11 Conduct of Meetings; Organization. The Board may adopt by

resolution such rules and regulations for the conduct of the meeting of

Stockholders as it shall deem appropriate. At each meeting of Stockholders, the

President, or in the absence of the President, the Chairman, or if there is no

Chairman or if there be one and the Chairman is absent, a Vice President, and in

case more than one Vice President shall be present, that Vice President

designated by the Board (or in the absence of any such designation, the most

senior Vice President, based on age, present), shall preside over the meeting.

Except to the extent inconsistent with such rules and regulations as adopted by

the Board, the person presiding over any meeting of Stockholders shall have the

right and authority to convene and to adjourn the meeting, to prescribe such

rules, regulations and



                                                                              10


procedures and to do all such acts as, in the judgment of such person, are

appropriate for the proper conduct of the meeting. Such rules, regulations or

procedures, whether adopted by the Board or prescribed by the presiding officer

of the meeting, may include, without limitation, the following: (i) the

establishment of an agenda or order of business for the meeting; (ii) rules and

procedures for maintaining order at the meeting and the safety of those present;

(iii) limitations on attendance at or participation in the meeting to

Stockholders of record of the Corporation, their duly authorized and constituted

proxies or such other persons as the person presiding over the meeting shall

determine; (iv) restrictions on entry to the meeting after the time fixed for

the commencement thereof; and (v) limitations on the time allotted to questions

or comments by participants. The presiding officer at any meeting of

Stockholders, in addition to making any other determinations that may be

appropriate to the conduct of the meeting, shall, if the facts warrant,

determine and declare to the meeting that a matter or business was not properly

brought before the meeting and if such presiding officer should so determine,

such person shall so declare to the meeting and any such matter or business not

properly brought before the meeting shall not be transacted or considered.

Unless and to the extent determined by the Board or the person presiding over

the meeting, meetings of Stockholders shall not be required to be held in

accordance with the rules of parliamentary procedure. The Secretary, or in his

or her absence, one of the Assistant Secretaries, shall act as secretary of the

meeting. In case none of the officers above designated to act as the person

presiding over the meeting or as secretary of the meeting, respectively, shall

be present, a person presiding over the meeting or a secretary of the meeting,

as the case may be, shall be designated by the Board, and in case the Board has



                                                                              11


not so acted, in the case of the designation of a person to act as secretary of

the meeting, designated by the person presiding over the meeting.

          2.12 Order of Business. The order of business at all meetings of

Stockholders shall be as determined by the person presiding over the meeting.

          2.13 Written Consent of Stockholders Without a Meeting. Unless

otherwise provided in the Certificate of Incorporation, any action required by

the General Corporation Law to be taken at any annual or special meeting of

Stockholders, or any action 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 the holders of outstanding stock having not less than

the minimum number of votes that would be necessary to authorize or take such

action at a meeting at which all shares entitled to vote thereon were present

and voted and shall be delivered (by hand or by certified or registered mail,

return receipt requested) to the Corporation by delivery to its registered

office in the State of Delaware, its principal place of business, or an officer

or agent of the Corporation having custody of the book in which proceedings of

meetings of Stockholders are recorded. Every written consent shall bear the date

of signature of each Stockholder who signs the consent and no written consent

shall be effective to take the corporate action referred to therein unless,

within 60 days of the earliest dated consent delivered in the manner required by

this Section 2.13, written consents signed by a sufficient number of holders to

take action are delivered to the Corporation as aforesaid. Prompt notice of the

taking of the corporate action without a meeting by less than unanimous written

consent shall, to the extent required by applicable law, be given to those

Stockholders who have not



                                                                              12


consented in writing, and who, if the action had been taken at a meeting, would

have been entitled to notice of the meeting if the record date for such meeting

had been the date that written consents signed by a sufficient number of holders

to take the action were delivered to the Corporation.

                                    ARTICLE 3

                                    DIRECTORS

          3.1 General Powers. Except as otherwise provided in the Certificate of

Incorporation, the business and affairs of the Corporation shall be managed by

or under the direction of the Board. The Board may adopt such rules and

regulations, not inconsistent with the Certificate of Incorporation or these

By-laws or applicable law, as it may deem proper for the conduct of its meetings

and the management of the Corporation. In addition to the powers expressly

conferred by these By-laws, the Board may exercise all powers and perform all

acts that are not required, by these By-laws or the Certificate of Incorporation

or by statute, to be exercised and performed by the Stockholders.

          3.2 Number; Qualification; Term of Office. The Board shall consist of

one or more members, the number thereof to be determined from time to time by

resolution of the Board. Directors need not be Stockholders. Each Director shall

hold office until a successor is duly elected and qualified or until the

Director's earlier death, resignation, disqualification or removal.

          3.3 Newly Created Directorships and Vacancies. Unless otherwise

provided by applicable law or the Certificate of Incorporation, any newly

created directorships resulting from an increase in the authorized number of

Directors and



                                                                              13


vacancies occurring in the Board for any cause, may be filled by the affirmative

votes of a majority of the remaining members of the Board, although less than a

quorum, or by a sole remaining Director, or may be elected by a plurality of the

votes cast. A Director so elected shall be elected to hold office until the

expiration of the term of office of the Director whom he or she has replaced or

until a successor is elected and qualified, or until the Director's earlier

death, resignation, disqualification or removal.

          3.4 Resignation. Any Director may resign at any time by notice given

in writing or by electronic transmission to the Corporation. Such resignation

shall take effect at the time therein specified, and, unless otherwise specified

in such resignation, the acceptance of such resignation shall not be necessary

to make it effective.

          3.5 Removal. Subject to the provisions of Section 141(k) of the

General Corporation Law, any or all of the Directors may be removed with or

without cause by vote of the holders of a majority of the shares then entitled

to vote at an election of Directors.

          3.6 Compensation. Each Director, in consideration of his or her

service as such, shall be entitled to receive from the Corporation such amount

per annum or such fees for attendance at Directors' meetings, or both, as the

Board may from time to time determine, together with reimbursement for the

reasonable out-of-pocket expenses, if any, incurred by such Director in

connection with the performance of his or her duties. Each Director who shall

serve as a member of any committee of Directors in consideration of serving as

such shall be entitled to such additional amount per annum or such fees for

attendance at committee meetings, or both, as the Board may from time to time

determine, together with reimbursement for the reasonable out-of-pocket

expenses,



                                                                              14


if any, incurred by such Director in the performance of his or her duties.

Nothing contained in this Section 3.6 shall preclude any Director from serving

the Corporation or its subsidiaries in any other capacity and receiving proper

compensation therefor.

          3.7 Regular Meetings. Regular meetings of the Board may be held

without notice at such times and at such places within or without the State of

Delaware as may be determined from time to time by resolution of the Board.

          3.8 Special Meetings. Special meetings of the Board may be held at

such times and at such places within or without the State of Delaware whenever

called by the Chairman, the President or the Secretary or by any two or more

Directors then serving as Directors on at least 24 hours' notice to each

Director given by one of the means specified in Section 3.11 hereof other than

by mail, or on at least three days' notice if given by mail. Special meetings

shall be called by the Chairman, President or Secretary in like manner and on

like notice on the written request of any two or more of the Directors then

serving as Directors.

          3.9 Telephone Meetings. Directors or members of any committee

designated by the Board may participate in a meeting of the Board or of such

committee by means of conference telephone or similar communications equipment

by means of which all persons participating in the meeting can hear each other,

and participation in a meeting pursuant to this Section 3.9 shall constitute

presence in person at such meeting.

          3.10 Adjourned Meetings. A majority of the Directors present at any

meeting of the Board, including an adjourned meeting, whether or not a quorum is

present, may adjourn such meeting to another time and place. At least 24 hours'

notice of any adjourned meeting of the Board shall be given to each Director

whether or not



                                                                              15


present at the time of the adjournment, if such notice shall be given by one of

the means specified in Section 3.11 hereof other than by mail, or at least three

days' notice if by mail. Any business may be transacted at an adjourned meeting

that might have been transacted at the meeting as originally called.

          3.11 Notice Procedure. Subject to Sections 3.8 and 3.12 hereof,

whenever, under applicable law, the Certificate of Incorporation or these

By-laws, notice is required to be given to any Director, such notice shall be

deemed given effectively if given in person or by telephone, by mail addressed

to such Director at such Director's address as it appears on the records of the

Corporation, with postage thereon prepaid, or by telegram, telecopy or, if

consented to by the Director to whom notice is given, by other means of

electronic transmission.

          3.12 Waiver of Notice. Whenever the giving of any notice to Directors

is required by applicable law, the Certificate of Incorporation or these

By-laws, a waiver thereof, given by the Director entitled to said notice,

whether before or after the event as to which such notice is required, shall be

deemed equivalent to notice. Attendance by a Director at a meeting shall

constitute a waiver of notice of such meeting except when the Director attends a

meeting for the express purpose of objecting, at the beginning of the meeting,

to the transaction of any business on the ground that the 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 the Directors or a committee of

Directors need be specified in any waiver of notice unless so required by

applicable law, the Certificate of Incorporation or these By-laws.



                                                                              16


          3.13 Organization. At each meeting of the Board, the Chairman, or in

the absence of the Chairman, the President, or in the absence of the President,

a chairman chosen by a majority of the Directors present, shall preside. The

Secretary shall act as secretary at each meeting of the Board. In case the

Secretary shall be absent from any meeting of the Board, an Assistant Secretary

shall perform the duties of secretary at such meeting; and in the absence from

any such meeting of the Secretary and all Assistant Secretaries, the person

presiding at the meeting may appoint any person to act as secretary of the

meeting.

          3.14 Quorum of Directors. The presence in person of a majority of the

Entire Board shall be necessary and sufficient to constitute a quorum for the

transaction of business at any meeting of the Board.

          3.15 Action by Majority Vote. Except as otherwise expressly required

by applicable law, the Certificate of Incorporation or these By-laws, the vote

of a majority of the Directors present at a meeting at which a quorum is present

shall be the act of the Board.

          3.16 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 or of any committee thereof may be taken

without a meeting if all Directors or members of such 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 proceedings of the Board or committee. Such filing 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.



                                                                              17


                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

          The Board may, by resolution, designate one or more committees, each

committee to consist of one or more of the Directors of the Corporation. The

Board may designate one or more Directors as alternate members of any committee,

who may replace any absent or disqualified member at any meeting of such

committee. If a member of a committee shall be absent from any meeting, or

disqualified from voting thereat, the remaining member or members present at the

meeting and not disqualified from voting, whether or not such member or members

constitute a quorum, may, by a unanimous vote, appoint another member of the

Board to act at the meeting in the place of any such absent or disqualified

member. Any such committee, to the extent permitted by applicable law and to the

extent provided in the resolution of the Board designating such committee, 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 that may require it. Unless

otherwise specified in the resolution of the Board designating a committee, at

all meetings of such committee, a majority of the then authorized members of the

committee shall constitute a quorum for the transaction of business, and the

vote of a majority of the members of the committee present at any meeting at

which there is a quorum shall be the act of the committee. Each committee shall

keep regular minutes of its meetings. Unless the Board otherwise provides, each

committee designated by the Board may make, alter and repeal rules for the

conduct of its business. In the absence of such rules each committee shall



                                                                              18


conduct its business in the same manner as the Board conducts its business

pursuant to Article 3 of these By-laws.

                                    ARTICLE 5

                                    OFFICERS

          5.1 Positions. The officers of the Corporation shall be a President, a

Secretary, and such other officers as the Board may elect, including a Chairman,

a Treasurer, one or more Vice Presidents and one or more Assistant Secretaries

and Assistant Treasurers, who shall exercise such powers and perform such duties

as shall be determined from time to time by resolution of the Board. The Board

may elect one or more Vice Presidents as Executive Vice Presidents and may use

descriptive words or phrases to designate the standing, seniority or areas of

special competence of the Vice Presidents elected or appointed by it. Any number

of offices may be held by the same person unless the Certificate of

Incorporation or these By-laws otherwise provide.

          5.2 Compensation. The compensation of all officers of the Corporation

shall be fixed by the Board or by any officer authorized by the Board to fix

such compensation. No officer shall be prevented from receiving a salary or

other compensation by reason of the fact that the officer is also a Director.


          5.3 Election. The officers of the Corporation shall be elected by the

Board at its annual meeting or at such other time or times as the Board shall

determine.

          5.4 Term of Office. Each officer of the Corporation shall hold office

for the term for which he or she is elected and until such officer's successor

is elected and qualifies or until such officer's earlier death, resignation or

removal. Any officer may



                                                                              19


resign at any time upon written notice to the Corporation. Such resignation

shall take effect at the date of receipt of such notice or at such later time as

is therein specified, and, unless otherwise specified, the acceptance of such

resignation shall not be necessary to make it effective. The resignation of an

officer shall be without prejudice to the contract rights of the Corporation, if

any. Any officer may be removed at any time, with or without cause by the Board.

Any vacancy occurring in any office of the Corporation may be filled by the

Board. The removal of an officer with or without cause shall be without

prejudice to the officer's contract rights, if any. The election or appointment

of an officer shall not of itself create contract rights.

          5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or

all of its officers or agents by bond or otherwise.

          5.6 Chairman. The Chairman, if one shall have been appointed, shall

preside at all meetings of the Board and shall exercise such powers and perform

such other duties as shall be determined from time to time by resolution of the

Board.

          5.7 President. The President shall be the Chief Executive Officer of

the Corporation and shall have general supervision over the business of the

Corporation, subject, however, to the control of the Board and of any duly

authorized committee of the Board. The President shall preside at all meetings

of the Stockholders and at all meetings of the Board at which the Chairman (if

there be one) is not present. The President may sign and execute in the name of

the Corporation deeds, mortgages, bonds, contracts and other instruments, except

in cases in which the signing and execution thereof shall be expressly delegated

by resolution of the Board or by these By-laws to some other officer or agent of

the Corporation, or shall be required by applicable law otherwise to be signed



                                                                              20


or executed and, in general, the President shall perform all duties incident to

the office of President of a corporation and such other duties as may from time

to time be assigned to the President by resolution of the Board.

          5.8 Vice Presidents. At the request of the President, or, in the

President's absence, at the request of the Board, the Vice Presidents shall (in

such order as may be designated by the Board, or, in the absence of any such

designation, in order of seniority based on age) perform all of the duties of

the President and, in so performing, shall have all the powers of, and be

subject to all restrictions upon, the President. Any Vice President may sign and

execute in the name of the Corporation deeds, mortgages, bonds, contracts or

other instruments, except in cases in which the signing and execution thereof

shall be expressly delegated by resolution of the Board or by these By-laws to

some other officer or agent of the Corporation, or shall be required by

applicable law otherwise to be signed or executed, and each Vice President shall

perform such other duties as from time to time may be assigned to such Vice

President by resolution of the Board or by the President.

          5.9 Secretary. The Secretary shall attend all meetings of the Board

and of the Stockholders and shall record all the proceedings of the meetings of

the Board and of the Stockholders in a book to be kept for that purpose, and

shall perform like duties for committees of the Board, when required. The

Secretary shall give, or cause to be given, notice of all special meetings of

the Board and of the Stockholders and shall perform such other duties as may be

prescribed by the Board or by the President, under whose supervision the

Secretary shall be. The Secretary shall have custody of the corporate seal of

the Corporation, and the Secretary, or an Assistant Secretary, shall have

authority to



                                                                              21


affix the same on any instrument requiring it, and when so affixed, the seal may

be attested by the signature of the Secretary or by the signature of such

Assistant Secretary. The Board may, by resolution, give general authority to any

other officer to affix the seal of the Corporation and to attest the same by

such officer's signature. The Secretary or an Assistant Secretary may also

attest all instruments signed by the President or any Vice President. The

Secretary shall have charge of all the books, records and papers of the

Corporation relating to its organization and management, shall see that the

reports, statements and other documents required by applicable law are properly

kept and filed and, in general, shall perform all duties incident to the office

of Secretary of a corporation and such other duties as may from time to time be

assigned to the Secretary by resolution of the Board or by the President.

          5.10 Treasurer. The Treasurer, if one shall have been appointed, shall

have charge and custody of, and be responsible for, all funds, securities and

notes of the Corporation; receive and give receipts for moneys due and payable

to the Corporation from any sources whatsoever; deposit all such moneys and

valuable effects in the name and to the credit of the Corporation in such

depositaries as may be designated by the Board; against proper vouchers, cause

such funds to be disbursed by checks or drafts on the authorized depositaries of

the Corporation signed in such manner as shall be determined by the Board and be

responsible for the accuracy of the amounts of all moneys so disbursed;

regularly enter or cause to be entered in books or other records maintained for

the purpose full and adequate account of all moneys received or paid for the

account of the Corporation; have the right to require from time to time reports

or statements giving such information as the Treasurer may desire with respect

to any and



                                                                              22


all financial transactions of the Corporation from the officers or agents

transacting the same; render to the President or the Board, whenever the

President or the Board shall require the Treasurer so to do, an account of the

financial condition of the Corporation and of all financial transactions of the

Corporation; disburse the funds of the Corporation as ordered by the Board; and,

in general, perform all duties incident to the office of Treasurer of a

corporation and such other duties as may from time to time be assigned to the

Treasurer by resolution of the Board or by the President.

          5.11 Assistant Secretaries and Assistant Treasurers. Assistant

Secretaries and Assistant Treasurers, if either shall have been appointed, shall

perform such duties as shall be assigned to them by the Secretary or by the

Treasurer, respectively, or by resolution of the Board or by the President.

                                    ARTICLE 6

                                 INDEMNIFICATION

          6.1 Right to Indemnification. The Corporation shall indemnify and hold

harmless, to the fullest extent permitted by applicable law as it presently

exists or may hereafter be amended, any person (a "Covered Person") who was or

is made or is threatened to be made a party or is otherwise involved in any

action, suit or proceeding, whether civil, criminal, administrative or

investigative (a "Proceeding"), by reason of the fact that he or she, or a

person for whom he or she is the legal representative, is or was a director or

officer of the Corporation or, while a director or officer of the Corporation,

is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation or of a partnership, joint venture,

trust, enterprise or nonprofit



                                                                              23


entity (an "Other Entity"), including service with respect to employee benefit

plans, against all liability and loss suffered and expenses (including

attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the

preceding sentence, except as otherwise provided in Section 6.3, the Corporation

shall be required to indemnify a Covered Person in connection with a Proceeding

(or part thereof) commenced by such Covered Person only if the commencement of

such Proceeding (or part thereof) by the Covered Person was authorized by the

Board.

          6.2 Prepayment of Expenses. The Corporation shall pay the expenses

(including attorneys' fees) incurred by a Covered Person in defending any

Proceeding in advance of its final disposition, provided, however, that, to the

extent required by applicable law, such payment of expenses in advance of the

final disposition of the Proceeding shall be made only upon receipt of an

undertaking by the Covered Person to repay all amounts advanced if it should be

ultimately determined that the Covered Person is not entitled to be indemnified

under this Article 6 or otherwise.

          6.3 Claims. If a claim for indemnification or advancement of expenses

under this Article 6 is not paid in full within 30 days after a written claim

therefor by the Covered Person has been received by the Corporation, the Covered

Person may file suit to recover the unpaid amount of such claim and, if

successful in whole or in part, shall be entitled to be paid the expense of

prosecuting such claim. In any such action the Corporation shall have the burden

of proving that the Covered Person is not entitled to the requested

indemnification or advancement of expenses under applicable law.

          6.4 Nonexclusivity of Rights. The rights conferred on any Covered

Person by this Article 6 shall not be exclusive of any other rights that such

Covered



                                                                              24


Person may have or hereafter acquire under any statute, provision of the

Certificate of Incorporation, these By-laws, agreement, vote of stockholders or

disinterested directors or otherwise.

          6.5 Other Sources. The Corporation's obligation, if any, to indemnify

or to advance expenses to any Covered Person who was or is serving at its

request as a director, officer, employee or agent of an Other Entity shall be

reduced by any amount such Covered Person may collect as indemnification or

advancement of expenses from such Other Entity.

          6.6 Amendment or Repeal. Any repeal or modification of the foregoing

provisions of this Article 6 shall not adversely affect any right or protection

hereunder of any Covered Person in respect of any act or omission occurring

prior to the time of such repeal or modification.

          6.7 Other Indemnification and Prepayment of Expenses. This Article 6

shall not limit the right of the Corporation, to the extent and in the manner

permitted by applicable law, to indemnify and to advance expenses to persons

other than Covered Persons when and as authorized by appropriate corporate

action.

                                    ARTICLE 7

                               GENERAL PROVISIONS

          7.1 Certificates Representing Shares. Every holder of stock shall be

entitled to have a certificate signed by or in the name of the Corporation by

the Chairman, if any, or the President or a Vice President and by the Secretary

or an Assistant Secretary or the Treasurer or an Assistant Treasurer, certifying

the number of



                                                                              25


shares owned by such Stockholder in the Corporation. Any or all of the

signatures upon a certificate may be facsimiles. In case any officer, transfer

agent or registrar who has signed or whose facsimile signature has been placed

upon any certificate shall have ceased to be such officer, transfer agent or

registrar before such certificate is issued, such certificate may be issued by

the Corporation with the same effect as if such person were such officer,

transfer agent or registrar at the date of issue.

          7.2 Transfer and Registry Agents. The Corporation may from time to

time maintain one or more transfer offices or agents and registry offices or

agents at such place or places as may be determined from time to time by the

Board.

          7.3 Lost, Stolen or Destroyed Certificates. The Corporation may issue

a new certificate of stock in the place of any certificate theretofore issued by

it, alleged to have been lost, stolen or destroyed, and the Corporation may

require the owner of the lost, stolen or destroyed certificate, or his legal

representative, to give the Corporation a bond sufficient to indemnify it

against any claim that may be made against it on account of the alleged loss,

theft or destruction of any such certificate or the issuance of such new

certificate.

          7.4 Form of Records. Any records maintained by the Corporation in the

regular course of its business, including its stock ledger, books of account,

and minute books, may be kept on, or by means of, or be in the form of, any

information storage device or method, provided that the records so kept can be

converted into clearly legible paper form within a reasonable time. The

Corporation shall so convert any records so kept upon the request of any person

entitled to inspect such records pursuant to applicable law.



                                                                              26


          7.5 Seal. The corporate seal shall have the name of the Corporation

inscribed thereon and shall be in such form as may be approved from time to time

by the Board. The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or otherwise reproduced.

          7.6 Fiscal Year. The fiscal year of the Corporation shall be

determined by resolution of the Board.

          7.7 Amendments. These By-laws may be altered, amended or repealed and

new By-laws may be adopted by the Board, but the Stockholders may make

additional By-laws and may alter and repeal any By-laws whether adopted by them

or otherwise.