S-4/A

    Filed with the Securities and Exchange Commission on June 30, 1999

                                                Registration No. 333-76883
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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                ---------------

                             AMENDMENT NO. 1

                                    TO
                                   FORM S-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                ---------------

                              THE IT GROUP, INC.
             (Exact name of registrant as specified in its charter)

                                ---------------


                                                         
             Delaware                              4955                        33-0001212
   (State or Other Jurisdiction         (Primary Standard Industrial         (I.R.S. Employer
 of Incorporation or Organization)      Classification Code Number)         Identification No.)

  


                                ---------------

                                Co-Registrants

                              See Next Page

                                ---------------

                            2790 Mosside Boulevard
                     Monroeville, Pennsylvania 15146-2792
                                (412) 372-7701
   (Address, including Zip Code, and Telephone Number, including Area Code, of
                   Registrant's Principal Executive Offices)

                                ---------------

                                              
                  Anthony J. DeLuca                                 With a copy to:
        Chief Executive Officer and President                    Peter F. Ziegler, Esq.
                2790 Mosside Boulevard                        Gibson, Dunn & Crutcher LLP
         Monroeville, Pennsylvania 15146-2792                    333 South Grand Avenue
                    (412) 372-7701                           Los Angeles, California 90071
       (Name, Address, including Zip Code, and
                   Telephone Number,                                 (213) 229-7000
     including Area Code, of Agent for Service of
                       Process)

   

                                ---------------

   Approximate date of commencement of proposed sale to the public: As soon as
practicable following the effective date of this Registration Statement.
   If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]_____________
   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ______________

                                ---------------

   The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.

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- -------------------------------------------------------------------------------


                                 Co-Registrants



Exact Name of
Co-Registrant
as Specified in its       State or Other Jurisdiction of Primary Standard Industrial   I.R.S. Employer
Charter                   Incorporation or Organization   Classification Code Number  Identification No.
- -------------------       ------------------------------ ---------------------------- ------------------
                                                                             
Alaska Remediation
 Services Corp.                Alaska                    1629                             92-0161467
EMCON Alaska, Inc.             Alaska                    8742                             51-0321674
EMCON Industrial
 Services, Inc.                Arizona                   7349                             86-0842518
EMCON                          California                8711                             94-1738964
Fluor Daniel
 Environmental Services,
 Inc.                          California                8711                             33-0437335
IT Corporation                 California                1629, 4953, 8711, 8784, 8748     94-1259053
Kato Road LLC                  California                6552                             84-1417566
Monterey Landfill Gas
 Corporation                   California                4925                             36-3467676
Pacific Environmental
 Group, Inc.                   California                8711, 8748                       94-3027373
Jellinek, Schwartz &
 Connolly, Inc.                District of Columbia      8748                             52-1139905
JSC International, Inc.        District of Columbia      8748                             52-1862081
Advanced Analytical
 Solutions, Inc.               Delaware                  8742                             84-1461794
Empire State I, LLC            Delaware                  6552                             84-1479218
Empire State II, LLC           Delaware                  6552                             84-1479217
GCAP Services, Inc.            Delaware                  8748                             52-2077368
Groundwater Technology,
 Inc.                          Delaware                  8711                             02-0324047
IT C & V Operations,
 Inc.                          Delaware                  6719                             23-2946547
IT E & C Operations,
 Inc.                          Delaware                  6719                             23-2946696
IT Environmental and
 Facilities, Inc.              Delaware                  8711                             25-1833796
IT International
 Holdings, Inc.                Delaware                  6719                             51-0386873
IT International
 Investments, Inc.             Delaware                  6719                             04-2944746
IT International
 Operations, Inc.              Delaware                  8748                             93-1018025
IT Investment Holdings,
 Inc.                          Delaware                  6719                             33-0721650
IT Japan Services Inc.         Delaware                  8711                             25-1832096
IT Korea Services Inc.         Delaware                  8711                             25-1832097
LandBank Environmental
 Properties LLC                Delaware                  6552                             84-1417843
LandBank, Inc.                 Delaware                  6552                             77-0391324
LandBank Remediation
 Corp.                         Delaware                  6552                             94-3223144
Northeast Restoration
 Company, LLC                  Delaware                  6552                             84-1479222
Organic Waste
 Technologies, Inc.            Delaware                  1629                             51-0321674
PHR Environmental
 Consultants, Inc.             Delaware                  8748                             33-0754921
The Dorchester Group,
 LLC                           Delaware                  6552                             84-1479214
37-02 College Point
 Boulevard, LLC                Delaware                  6552                             84-1479216
American Landfill Supply
 Company                       Iowa                      5085                             42-1341713
Gradient Corporation           Massachusetts             8748                             04-2857447
Wehran-New York, Inc.          New York                  8711                             06-1228800
IT Corporation of North
 Carolina, Inc.                North Carolina            8711                             56-1231308
Keystone Recovery, Inc.        Ohio                      4931                             34-1746531
LFG Specialties, Inc.          Ohio                      3569                             31-1628964
OHM Corporation                Ohio                      1629                             34-1503050
OHM Remediation Services
 Corp.                         Ohio                      1629                             34-1275607
IT-Tulsa Holdings, Inc.        Oklahoma                  6719                             73-1004178
National Earth Products,
 Inc.                          Pennsylvania              5032                             23-2755576
Sielken, Inc.                  Texas                     8748                             76-0143090
Beneco Enterprises, Inc.       Utah                      1629                             87-0349697




                SUBJECT TO COMPLETION, DATED JUNE 30, 1999

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Prospectus
[LOGO OF IT GROUP (SM)]

                                 $225,000,000
                               Offer to Exchange

      All Outstanding 11 1/4% Series A Senior Subordinated Notes due 2009
            for 11 1/4% Series B Senior Subordinated Notes due 2009
                                      of
                              The IT Group, Inc.

                 This Exchange Offer Will Expire at 5:00 P.M.
                    New York City Time, on           , 1999
- -------------------------------------------------------------------------------

    Material Terms of this Exchange Offer:

    . This exchange offer expires at 5:00 p.m., New York City time on
                 , 1999, unless extended.

    . This exchange offer is not subject to any condition other than
      that it must not violate applicable law or any applicable
      interpretation of the staff of the Securities and Exchange
      Commission.

    . All outstanding series A notes that are validly tendered and not
      validly withdrawn will be exchanged for an equal principal
      amount of series B notes, which are registered under the
      Securities Act of 1933.

    . You may withdraw tendered outstanding series A notes at any time
      prior to the expiration of this exchange offer.

    . We will not receive any cash proceeds from this exchange offer.

    The Series B Notes:

    . The terms of the series B notes are substantially identical to
      the terms of the series A notes, except for transfer
      restrictions and registration rights applicable to the series A
      notes.

    . There is no existing market for the series B notes, and we do
      not intend to apply for their listing on any securities exchange
      or to seek approval for quotation through any automated
      quotation system.

Please consider carefully the "Risk Factors" beginning on page 10 of this
prospectus.
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   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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               The date of this prospectus is June   , 1999


                               TABLE OF CONTENTS
                                                                          
Summary.....................................................................   1
Risk Factors................................................................  10
Special Note Regarding Forward-Looking Statements...........................  21
The Exchange Offer..........................................................  22
Capitalization..............................................................  29
Selected Consolidated Financial and Other Data..............................  30
Unaudited Pro Forma Consolidated Financial Data.............................  32
Management's Discussion and Analysis of
 Results of Operations and Financial Condition..............................  43
Business....................................................................  62
Management..................................................................  76


                                                                          
Principal Stockholders......................................................  79
Material Relationships and Related Transactions.............................  83
Description of Other Indebtedness...........................................  87
Description of Notes........................................................  91
Description of Capital Stock................................................ 126
Material Federal Income Tax Considerations.................................. 128
Plan of Distribution........................................................ 132
Legal Matters............................................................... 132
Experts..................................................................... 132
Available Information....................................................... 133
Incorporation by Reference.................................................. 134
Index to Financial Statements .............................................. F-1




                                       i


                                    SUMMARY

   The following is a summary of the more detailed information appearing
elsewhere in this prospectus and in the documents we incorporate in this
prospectus by reference. You should read the entire prospectus carefully,
including the "Risk Factors," the financial statements and the related notes.
Unless the context otherwise requires, the information contained in this
prospectus gives pro forma effect to the acquisition by us of OHM Corporation,
Fluor Daniel GTI, Inc., specified assets and specified liabilities of ICF
Kaiser International, Inc.'s Environment and Facilities Management Group, Roche
ltee, Groupe conseil and EMCON as of the beginning of the period stated for
income statement data and at the date stated for balance sheet data. We
obtained the industry data used throughout this prospectus from industry
publications that we believe to be reliable, but we have not independently
verified this information.

                            The Exchange Offer



                                        
 Securities Offered....................... Up to $225,000,000 principal amount
                                           of 11 1/4% Series B Senior
                                           Subordinated Notes due April 1,
                                           2009.
 The Exchange Offer....................... We are offering the series B notes
                                           in exchange for a like principal
                                           amount of our series A notes. You
                                           may exchange series A notes only in
                                           integral multiples of $1,000. We are
                                           issuing the series B notes to
                                           satisfy our obligations under the
                                           terms of the registration rights
                                           agreement among us, the subsidiary
                                           guarantors, Donaldson, Lufkin &
                                           Jenrette Securities Corporation and
                                           Salomon Smith Barney.
 Tenders; Expiration Date; Withdrawal..... This exchange offer will expire at
                                           5:00 P.M. New York City time on
                                                     , 1999, or such later date
                                           and time to which it is extended.
                                           You may withdraw your tender of
                                           series A notes pursuant to this
                                           exchange offer at any time prior to
                                           its expiration. In the event we
                                           terminate this exchange offer and do
                                           not accept for exchange any series A
                                           notes, we will promptly return
                                           tendered series A notes to their
                                           holders.
 Accrued Interest on the Notes............ The series B notes will bear
                                           interest from and including the date
                                           of issuance of the series A notes.
                                           Accordingly, if you receive series B
                                           notes in exchange for series A
                                           notes, you will forego accrued but
                                           unpaid interest on your exchanged
                                           series A notes for the period from
                                           and including the date of issuance
                                           of your series A notes to the date
                                           of exchange, but you will be
                                           entitled to interest under the
                                           series B notes.
 Conditions to the Exchange Offer......... This exchange offer is subject to
                                           customary conditions, any or all of
                                           which may be waived by us. We
                                           currently expect that each of the
                                           conditions will be satisfied and
                                           that no waivers will be necessary.
 Procedures for Tendering Series A Notes.. If you wish to tender your series A
                                           notes in this exchange offer, you
                                           must complete and sign the letter of
                                           transmittal, in accordance with the
                                           instructions, and submit the letter
                                           of transmittal to the exchange
                                           agent.
 Guaranteed Delivery Procedures........... If you wish to tender your series A
                                           notes and your series A notes are
                                           not immediately available or you
                                           cannot deliver your


                                       1


                                      
                                         series A notes and letter of transmittal and any other
                                         documents required by the letter of transmittal to the
                                         exchange agent prior to the expiration of this
                                         exchange offer, you must tender your series A notes
                                         according to the guaranteed delivery procedures set
                                         forth in "The Exchange Offer--Guaranteed Delivery
                                         Procedures."
 Acceptance of Series A Notes and
  Delivery of Series B Notes............ We will accept for exchange any and all series A notes
                                         that are properly tendered in this exchange offer
                                         prior to 5:00 P.M. New York City time on     , 1999.
 Material Federal Income Tax
  Considerations........................ The exchange of series A notes for series B notes will
                                         not constitute a taxable event for federal income tax
                                         purposes.
 Rights of Dissenting Holders........... As a holder of series A notes you do not have any
                                         appraisal or dissenters' rights under the Delaware
                                         General Corporation Law in connection with this
                                         exchange offer.
 Exchange Agent......................... The Bank of New York.
 Use of Proceeds........................ We will receive no cash proceeds from exchanges made
                                         pursuant to this exchange offer. We used the cash
                                         proceeds from the sale of the series A notes to fund
                                         the acquisitions of EFM and Roche and to pay down
                                         existing indebtedness.



 Consequences of Exchanging Series A Notes Pursuant to the Exchange Offer

   Based on interpretive letters issued by the Commission staff to third
parties in unrelated transactions, we believe that you may offer, sell or
otherwise transfer your series B notes, as long as:

  .  you are not our "affiliate" within the meaning of Rule 405 under the
     Securities Act;

  .  you acquired your series B notes in the ordinary course of your
     business; and

  .  you have no arrangement with any person to participate in a distribution
     of the series B notes.

   If you fail to satisfy any of these conditions and you transfer any series B
notes without delivering a proper prospectus or without qualifying for a
registration exemption, you may incur liability under the Securities Act. We
will not be responsible for, or indemnify you against, any liability you may
incur.

   Each broker-dealer that receives series B notes for its own account in
exchange for series A notes must acknowledge that it will deliver a prospectus
in connection with any resale of such series B notes. See "Plan of
Distribution." In addition, to comply with the securities laws of some
jurisdictions, a broker-dealer may not offer or sell series B notes unless they
have been registered or qualified for sale in that jurisdiction or an exemption
from registration or qualification is available and the conditions to the
exemption have been met.

   We have agreed, under the registration rights agreement, subject to
specified limitations, to register or qualify the series B notes for offer or
sale under the securities or blue sky laws of the jurisdictions in which any
holder of series A or series B notes reasonably requests in writing. If you do
not exchange your series A notes for series B notes pursuant to this exchange
offer, your series A notes will continue to be subject to the restrictions on
transfer contained in the legend set forth on your series A notes. In general,
you may not offer or sell series A notes unless they are registered under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. See "The
Exchange Offer--Purposes of the Exchange Offer" and "--Resales of Notes."

                                       2



                        Terms of the Series B Notes

                            
 Issuer........................ The IT Group, Inc.
 Securities Offered............ $225.0 million aggregate principal amount of
                                Series B Senior Subordinated Notes due 2009.
 Maturity Date................. April 1, 2009.
 Interest Rate; Payment Dates.. The series B notes will accrue interest at the
                                rate of 11% per year, payable every six months
                                in cash in arrears on April 1 and October 1 of
                                each year, commencing October 1, 1999.
 Optional Redemption........... We can redeem the series B notes, in whole or
                                in part, on or after April 1, 2004, at the
                                redemption prices set forth in this prospectus,
                                plus accrued and unpaid interest. In addition,
                                before April 1, 2002, we can redeem up to 35%
                                of the series B notes at 111.250% of the
                                principal amount thereof, plus accrued and
                                unpaid interest, with the net proceeds of
                                specified sales of common equity.
 Subsidiary Guarantees......... All our existing and future wholly owned
                                domestic subsidiaries, except for Universal
                                Professional Insurance Company, a Vermont
                                corporation, will unconditionally guarantee the
                                series B notes. The subsidiary guarantees will
                                rank subordinate in right of payment to all
                                existing and future senior indebtedness of the
                                subsidiary guarantors. The subsidiary
                                guarantees will rank equal in right of payment
                                to other existing and future senior
                                subordinated indebtedness of the subsidiary
                                guarantors and senior in right of payment to
                                all of the existing and future obligations of
                                the subsidiary guarantors that are expressly
                                subordinated in right of payment to the
                                subsidiary guarantees.
 Change of Control............. Upon the occurrence of change of control
                                events, you may require us to repurchase all or
                                a portion of your series B notes at 101% of the
                                principal amount, plus accrued and unpaid
                                interest.
 Ranking....................... The series B notes will constitute our general
                                unsecured obligations and will rank equal in
                                right of payment to all of our other existing
                                and future senior subordinated indebtedness and
                                senior in right of payment to existing and
                                future obligations that are expressly
                                subordinated in right of payment to the series
                                B notes. The series B notes will rank junior to
                                all existing and future senior debt, as defined
                                in the indenture governing the series B notes.
                                See "Description of Notes--Subordination."
 Anti-Layering................. We will not incur any indebtedness that is
                                subordinate in right of payment to any of our
                                senior debt and senior in any respect in right
                                of payment to the series B notes. No subsidiary
                                guarantor will incur any indebtedness that is
                                subordinate in right of payment to any of its
                                senior debt and senior in any respect in right
                                of payment to its subsidiary guarantee.
 Covenants..................... The indenture governing the series B notes
                                contains covenants that, among other things,
                                limit our ability and the ability of our
                                subsidiaries to:
                                .  pay or permit payment of certain dividends
                                   on, redeem or repurchase capital stock;
                                .make certain investments;
                                .incur additional indebtedness;

 

                                       3


                            
                                .  allow the imposition of dividend restrictions
                                   on subsidiaries;
                                .  sell assets;
                                .  guarantee indebtedness;
                                .  issue capital stock;
                                .  create certain liens;
                                .  engage in certain transactions with
                                   affiliates; and
                                .  consolidate or merge or sell all or
                                   substantially all our assets and the assets
                                   of our subsidiaries.

                                All of these limitations are subject to
                                important exceptions and qualifications
                                described under "Description of Notes--Certain
                                Covenants."

 Absence of a Public Market for There has been no public market for the series
  the Notes.................... A notes and no active public market for the
                                series B notes is currently anticipated. We
                                currently do not intend to apply for the
                                listing of the series B notes on any securities
                                exchange or to seek approval for quotation
                                through any automated quotation system.
                                Donaldson, Lufkin & Jenrette Securities
                                Corporation and Salomon Smith Barney, acting as
                                the initial purchasers in the offering of the
                                series A notes, have advised us that each of
                                them currently intends to make a market in the
                                series B notes; however, neither of the initial
                                purchasers is obligated to do so and any market
                                making may be discontinued by either of them at
                                any time without notice. Accordingly, we can
                                give no assurance as to the liquidity or the
                                trading market for the series B notes.

 

                                  The Company

Overview

   We are a leading provider of a broad range of environmental consulting,
engineering and construction, and remediation services, designed to address
clients' environmental needs and to add value by reducing clients' financial
liabilities. In addition, we are leveraging our ability to manage large,
complex environmental projects, one of our core strengths, to offer a variety
of services, such as facilities management, to clients who no longer wish to
perform these services themselves. We have a strong reputation for both the
high quality of our work and the breadth of the services we provide. Our
clients are federal, state and local governments in the U.S. and commercial
businesses worldwide. For the twelve months ended December 25, 1998, our pro
forma revenues were $1.4 billion, our pro forma adjusted EBITDA was
$150.5 million and our pro forma net income was $7.1 million.

   Industry sources estimate that the total domestic environmental services
industry, which encompasses firms providing environmental consulting,
engineering and construction, and remediation services in the United States, in
1997 had approximately $186.0 billion in revenues. We believe that the market
we serve was approximately $26.5 billion in 1997 revenues, a significant
portion of which consists of projects for the Department of Defense, the
Department of Energy and the Environmental Protection Agency.

   From 1991 to 1998, our industry experienced substantial consolidation.
According to industry sources, the top ten firms in the environmental services
industry accounted for approximately 46% of the industry measured by 1998
revenue, up from approximately one third in 1991. This consolidation has been
driven by:

  .the benefits of economies of scale, including reduced overhead as a
  percentage of sales; and

  .growing demand for full-service, business-oriented solutions.

                                       4



   We are actively involved in this consolidation. Since March 1996, we have
acquired eleven firms, including EFM, Roche and EMCON, representing an
aggregate $1.1 billion in revenue at the time of acquisition.

   Our common stock is traded on the New York Stock Exchange and the Pacific
Exchange under the symbol "ITX." On June 28, 1999, the closing sales price for
our common stock as reported on the NYSE composite transaction reporting system
was $15 3/4 per share, and there were 29,633,938 shares outstanding on a
diluted basis.

Services

   We provide the following services through our four business platforms.

 Engineering & Construction

  .  Hazardous waste design and remediation

  .  Decontamination and decommissioning

  .  Civil construction

 Consulting & Ventures

  .  Environmental permitting

  .  Facility siting and design

  .  Environmental compliance auditing

  .  Risk assessment/management

  .  Health and safety program design

 Outsourced Services

  .  Facilities operation, maintenance and construction

  .  Construction management services

 International

  .  Engineering, remediation and consulting

  .  Wastewater treatment/design

  .  Infrastructure engineering and construction services on a global basis

   We do not own or operate facilities involved in the ongoing commercial
disposal of hazardous waste.




Competitive Strengths

   We believe that we benefit from the following competitive strengths:

  .  our leading market position;

  .  our significant backlog of projects;

  .  our low-cost matrix organization structure;

                                       5



  .  our full range of high-quality services; and

  .  our proven, experienced management team.

Business Strategy

   Our goal is to maintain and enhance our position as a leading provider of
environmental and infrastructure solutions to governments and private industry
on a global basis, and to leverage our core competencies into growth markets,
principally through our existing clients. We plan to achieve this goal by:

  .  achieving cost savings through the efficient integration of acquired
     operations;

  .  increasing our market share in existing markets by providing low-cost,
     business-oriented services and aggressively pursuing new opportunities;

  .  successfully executing a disciplined acquisition program;

  .  diversifying into new service areas; and

  .  expanding our business internationally.

Recent Acquisitions

   We recently acquired three companies that will help us execute our business
strategy and enhance our competitive strengths.

   EMCON. On June 15, 1999, we purchased all of the issued and outstanding
capital stock of EMCON for approximately $61.9 million, plus the assumption of
approximately $12.3 million in net debt.

   EMCON, based in San Mateo, California, provides comprehensive environmental
engineering, design, construction, operations and maintenance and equipment
fabrication services to a variety of public and private industrial and clients
who own and operate municipal solid waste facilities. EMCON is comprised of two
reporting segments, the Operation and Construction Division and the
Professional Services Division, and services three key service lines, Solid
Waste, Site Restoration and Facility Services. For the twelve months ended
December 31, 1998, EMCON had revenues of $151.3 million, adjusted EBITDA of
$8.3 million and net income of $1.6 million.

   EFM. On April 9, 1999, we purchased specified assets and assumed specified
liabilities of EFM for a purchase price of $82.0 million reduced by $8.0
million representing working capital retained by ICF Kaiser.

   EFM primarily oversees major program management and technical support
contracts for federal agencies, particularly the DOE and DOD. EFM provides two
principal services: environmental consulting and remediation and facilities
management. EFM also conducts cleanups under two large contracts for the Army
Corps of Engineers, and is a member of a joint venture that provides
outsourcing services to NASA. For the twelve months ended December 31, 1998,
EFM had revenues of $105.9 million, adjusted EBITDA of $6.2 million and net
income of $6.1 million. In addition, we have devised a plan that we believe
will result in approximately $9.6 million in annualized savings. See "Unaudited
Pro Forma Consolidated Financial Data" for more details on this plan.

   Roche. On March 31, 1999, we purchased all of the issued and outstanding
capital stock of Roche for an initial payment of $10.2 million in cash, plus
two potential earnout payments.

   Roche, an engineering, construction and consulting company based in Canada,
is primarily focused on infrastructure development including transportation and
water/wastewater treatment facilities. Roche operates

                                       6



exclusively outside the U.S. We expect Roche to provide us with access to
international clients as well as a mobile workforce to respond to our U.S.-
based, multinational clients' needs on a global basis. For the twelve months
ended December 31, 1998, Roche had revenues of $28.3 million, adjusted EBITDA
of $0.5 million and adjusted net income of $0.1 million.

   We used a portion of the net proceeds of our offering of series A notes to
fund the EFM and Roche acquisitions. We used the balance of the net proceeds to
pay down indebtedness. We funded the EMCON acquisition through borrowings under
our revolving credit facilities.

                                  Risk Factors

   See "Risk Factors" beginning on page 10 for a discussion of factors you
should consider carefully before deciding to invest in the series B notes.

                                       7




                      
 Optional Redemption.... We can redeem the series B notes, in whole or in part,
                         on or after April 1, 2004, at the redemption prices
                         set forth in this prospectus, plus accrued and unpaid
                         interest. In addition, before April 1, 2002, we can
                         redeem up to 35% of the series B notes at 111.250% of
                         the principal amount thereof, plus accrued and unpaid
                         interest, with the net proceeds of specified sales of
                         common equity. See "Description of Notes--Optional
                         Redemption."
 Subsidiary Guarantees.. The series B notes will be unconditionally guaranteed
                         by our existing and future wholly owned domestic
                         subsidiaries, except for Universal Professional
                         Insurance Company, a Vermont corporation. The
                         subsidiary guarantees will be subordinate in right of
                         payment to all existing and future senior indebtedness
                         of the subsidiary guarantors. The subsidiary
                         guarantees will rank equal in right of payment to
                         other existing and future senior subordinated
                         indebtedness of the subsidiary guarantors and senior
                         in right of payment to all of the existing and future
                         obligations of the subsidiary guarantors that are
                         expressly subordinated in right of payment to the
                         subsidiary guarantees. See "Description of Notes--
                         Subsidiary Guarantees."
 Change of Control....   Upon the occurrence of change of control events, you
                         may require us to repurchase all or a portion of your
                         series B notes at 101% of the principal amount
                         thereof, plus accrued and unpaid interest. See
                         "Description of Notes--Repurchase at Option of
                         Holders--Change of Control."
 Ranking..............   The series B notes will be our general unsecured
                         obligations and will rank equal in right of payment to
                         all of our other existing and future senior
                         subordinated indebtedness and senior in right of
                         payment to existing and future obligations that are
                         expressly subordinated in right of payment to the
                         series B notes. The notes will rank junior to all
                         existing and future senior debt, as defined in the
                         indenture governing the series B notes. See
                         "Description of Notes--Subordination."
 Anti-Layering........   We will not incur any indebtedness that is subordinate
                         in right of payment to any of our senior debt and
                         senior in any respect in right of payment to the
                         series B notes. No subsidiary guarantor will incur any
                         indebtedness that is subordinate in right of payment
                         to any senior debt of such subsidiary guarantor and
                         senior in any respect in right of payment to its
                         subsidiary guarantee.
 Covenants............   The indenture governing the series B notes contains
                         covenants that, among other things, limit our ability
                         and the ability of our subsidiaries to:
                         .  pay or permit payment of certain dividends on,
                            redeem or repurchase capital stock;

                         .  make certain investments;

                         .  incur additional indebtedness;

                         .  allow the imposition of dividend restrictions on
                            subsidiaries;

                         .  sell assets;

                         .  guarantee indebtedness;

                         .  issue capital stock;

                         .  create certain liens;

                         .  engage in certain transactions with affiliates; and

                         .  consolidate or merge or sell all or substantially
                            all our assets and the assets of our subsidiaries.


                                       8


- --------

(1) Adjusted EBITDA represents earnings from continuing operations before
    interest expense, net, income taxes and depreciation and amortization
    expenses and excludes special charges and other income (expense), net.
    Adjusted EBITDA is presented because we believe it is frequently used by
    securities analysts, investors and other interested parties in the
    evaluation of companies in our industry. However, other companies in our
    industry may calculate adjusted EBITDA differently than we do. Adjusted
    EBITDA is not a measurement of financial performance under generally
    accepted accounting principles and should not be considered as an
    alternative to cash flow from operating activities or as a measure of
    liquidity or an alternative to net income as indicators of our operating
    performance or any other measures of performance derived in accordance with
    generally accepted accounting principles. See the Statements of Cash Flows
    and Statements of Operations included in our financial statements. A
    reconciliation of net income (loss) to adjusted EBITDA is as follows:



                                                              Unaudited                              Unaudited
                                                              Pro Forma    Unaudited    Unaudited    Pro Forma
                           Fiscal Year Ended    Nine Months     Twelve       Three        Three        Three
                          --------------------     Ended     Months Ended Months Ended Months Ended Months Ended
                          March 28,  March 27,  December 25, December 25,  March 27,    March 26,    March 26,
                            1997       1998         1998         1998         1998         1999         1999
                                                                               
Net income (loss)
 applicable to common
 stock..................  $(13,693)  $(23,193)    $(12,091)    $    878     $(15,752)    $ 4,193      $ 4,740
Preferred stock
 dividends..............     4,916      6,167        4,664        6,222        1,558       1,590        1,590
Discontinued
 operations--closure
 costs (net of income
 taxes).................       --       4,960          --           --         4,960         --           --
Extraordinary item--
 early extinguishment of
 debt (net of income
 taxes).................       --       5,706          --           --         5,706         --           --
Interest expense........     7,168     10,720       25,876       58,784        5,197       9,955       15,464
Interest income.........    (1,908)    (2,751)        (981)      (3,091)        (614)     (1,122)      (1,214)
Income tax provision
 (benefit)..............      (179)     4,175        6,694       15,482         (141)      3,855        4,020
Depreciation and
 amortization...........    14,363     13,158       20,094       38,584        5,630       6,321        8,128
Special charges.........     8,403     14,248       24,971       30,661        5,694         --           --
Other income (expense),
 net....................       --        (716)         --         2,934         (716)        --           (55)
                          --------   --------     --------     --------     --------     -------      -------
Adjusted EBITDA.........  $ 19,070   $ 32,474     $ 69,227     $150,454     $ 11,522     $24,792      $32,673
                          ========   ========     ========     ========     ========     =======      =======


(2) Excludes acquisition-related capital expenditures.

(3) Cash interest expense excludes noncash amortization of financing fees.

(4) Represents pro forma adjusted EBITDA for the twelve months ended on the
    balance sheet date compared to pro forma cash interest expense for the
    similar twelve-month period.

(5) Net total debt represents pro forma long-term debt, including current
    portion, net of pro forma cash and cash equivalents. Pro forma adjusted
    EBITDA represents EBITDA for the twelve-month period ending on the balance
    sheet date.

                                       9


                                  RISK FACTORS

   Before you invest in the series B notes, you should consider carefully the
following factors, in addition to the other information contained in this
prospectus.

Substantial Leverage--Our substantial indebtedness may have a negative impact
on our financial condition and prevent us from fulfilling our obligations under
the series B notes.

   We have now and, after this exchange offer, will continue to have a
substantial amount of indebtedness. Our substantial indebtedness could have
important consequences to our business, which, in turn, could impair our
ability to make payments on the series B notes. For example, it could:

  .  increase our vulnerability to general adverse economic conditions;

  .  limit our ability to pursue our acquisition business strategy;

  .  limit our ability to obtain necessary financing or bonding, and to fund
     future working capital, capital expenditures and other general corporate
     requirements;

  .  require us to dedicate a substantial portion of our cash flow from
     operations to payments on our indebtedness, thereby reducing the
     availability of our cash flow to fund working capital, capital
     expenditures and other general corporate purposes;

  .  limit our flexibility in planning for, or reacting to, changes in our
     business and the environmental services industry;

  .  place us at a competitive disadvantage compared to our competitors that
     have less debt; and

  .  limit, along with the financial and other restrictive covenants in our
     indebtedness, our ability to borrow additional funds, and failing to
     comply with those covenants could result in an event of default which,
     if not cured or waived, could have a negative impact on our business.

   The following table shows important credit statistics and assumes we had
completed the offering of the series A notes, the EFM and Roche acquisitions
and applied the net proceeds of the offering of the series A notes to fund the
EFM and Roche acquisitions and refinance our existing indebtedness as of the
dates or at the beginning of the periods specified below:



                                                                  Pro Forma
                                                              At March 26, 1999
                                                              ($ in thousands)
                                                           
Total indebtedness .........................................      $617,736
Stockholders' equity .......................................      $242,718
Debt to equity ratio .......................................          2.55x

                                                             Unaudited Pro Forma
                                                                Three Months
                                                                    Ended
                                                               March 26, 1999
                                                          
Ratio of earnings to fixed charges .........................           1.6x


   For more information on our indebtedness, see "Description of Other
Indebtedness."

Additional Borrowings Available--Despite our substantial indebtedness, we may
still incur significantly more debt that would be senior to the series B notes,
which could intensify the risks described above.

   The terms of the indenture do not fully prohibit us from incurring
significant additional indebtedness in the future. In June 1998, we amended and
restated our credit facilities so that they now provide for a $228.0 million
eight-year term loan and a $185.0 million six-year revolving credit facility.
At December 25,

                                       10



1998, we had outstanding $225.8 million of borrowings under the term loan and
$143.0 million under the revolving credit facility. As of March 26, 1999 on a
pro forma basis, after giving effect to the offering of the series A notes and
the EFM, Roche and EMCON acquisitions, approximately $66.9 million would have
been available to us and our subsidiaries for additional borrowing under our
revolving credit facility, including capacity used for letters of credit. All
borrowings under the credit facilities are secured and are and will be senior
to the series B notes and the subsidiary guarantees. For more information on
our borrowing ability, see "Description of Other Indebtedness."

Ability to Service Debt--Our inability to raise sufficient cash from operations
or through future borrowings may impair our ability to fulfill our obligations
under the series B notes.

   Based on our current level of operations and anticipated cost savings and
operating improvements, we believe our cash flow from operations, available
cash and available borrowings under our credit facilities will be adequate to
meet our future liquidity needs, excluding acquisitions, for the next twelve
months. We can make no assurance, however, that our business will generate
sufficient cash flow from operations or that future borrowings will be
available to us under our credit facilities in an amount sufficient to enable
us to pay our indebtedness, including the series B notes, or to fund our other
liquidity needs.

 We May Generate Insufficient Cash Flow from Operations to Make Payments on the
 Series B Notes.

   Our ability to make payments on and to refinance our indebtedness, including
the series B notes, and to fund planned capital expenditures and any future
acquisition will depend on our ability to generate cash in the future. Our
ability to generate sufficient cash flow is dependent upon our results of
operations, which are heavily dependent on various factors, including managing
utilization of our professional staff, properly executing projects and
successfully bidding new contracts at adequate margin levels. Our ability to
generate sufficient cash flow, to a certain extent, is also subject to general
economic, financial, competitive, legislative, regulatory and other factors
that are beyond our control.

 Our Inability To Generate Sufficient Cash Flow from Operations May Force Us to
 Rely on the Sale of Securities and Our Available Credit, which May further
 Impair Our Ability to Fulfill Our Obligations under the Series B Notes.

   If we are unable to generate sufficient cash flow in the future from our
operations, we may have to rely on the sale of securities and available credit
to fulfill our obligations under the series B notes. However, we may not be
able to obtain additional debt or equity financing on satisfactory terms. In
addition, our reliance on additional financing to fulfill our obligations under
the series B notes may enhance the risks discussed above.

Subordination--Your right to receive payments on the series B notes will be
junior to our credit facilities and possibly all of our future borrowings.

   The series B notes and the subsidiary guarantees rank junior to all of our
and the subsidiary guarantors' existing indebtedness, other than our
convertible notes and trade payables, and all of our and their future
borrowings, except any future indebtedness that expressly provides that it
ranks equal with, or is subordinated in right of payment to, the series B notes
and the subsidiary guarantees. Assuming we had completed the offering of series
A notes on March 26, 1999, the series A notes and the subsidiary guarantees
would have been subordinated to $348.2 million of senior debt, and
approximately $66.9 million would have been available for borrowing as
additional senior debt under our revolving credit facility, including capacity
used for letters of credit.

   A substantial portion of our and the subsidiary guarantors' existing
indebtedness is secured by substantially all of our and their assets. As a
result, upon any distribution to our creditors or the creditors of the
subsidiary guarantors in a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the subsidiary guarantors or our or their
property, the holders of our senior debt and the subsidiary guarantors will

                                       11



be entitled to be paid in full in cash before any payment may be made on the
series B notes or the subsidiary guarantees. In addition, holders of our senior
debt may block all payments on the series B notes and the subsidiary guarantees
if we default on the payment of our senior debt and may block payments for up
to 179 of 360 consecutive days if a non-payment default occurs on our senior
debt.

   In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to the subsidiary guarantors and us, holders of series B
notes will participate with trade creditors and all other holders of our
subordinated indebtedness and the subsidiary guarantors in the assets remaining
after the subsidiary guarantors and we have paid all of our senior debt.
However, because the indenture requires that amounts otherwise payable to
holders of series B notes in a bankruptcy or similar proceeding be paid to
holders of senior debt instead, holders of series B notes may receive less,
ratably, than holders of trade payables in any such proceeding. In any of these
cases, the subsidiary guarantors and we may not have sufficient funds to pay
all of our creditors and holders of the series B notes may receive less,
ratably, than the holders of senior debt.

History of Losses--We may continue to incur losses applicable to common stock,
which could impair our ability to satisfy our obligations under the series B
notes.

   The following table shows the losses we have incurred in our five most
recent fiscal periods. We cannot assure that we will not continue to incur
losses. For a more detailed discussion of our operating results and special
charges, see "Management's Discussion and Analysis of Results of Operations and
Financial Condition."



                                                                                (Unaudited)
                                 Fiscal Year Ended              Nine Months  Three Months Ended
                        --------------------------------------     Ended     -------------------
                         March    March 29,  March     March    December 25,  March    March 26,
                        31, 1995    1996    28, 1997  27, 1998      1998     27, 1998    1999
                                                   (In thousands)
                                                                  
Net income (loss)
 applicable to common
 stock ................ $(18,483)  $(3,654) $(13,693) $(23,193)   $(12,091)  $(15,752)  $4,193


Concentration of Revenues--Sixty percent of our pro forma revenues arise from
contracts with the federal government. Any disruption in government funding or
in our relationship with the government could have a negative impact on our
financial condition and our ability to meet our obligations under the series B
notes.

   Federal government agencies are among our most significant clients. For the
twelve months ended December 25, 1998 on a pro forma basis, approximately 54%
of our revenue was derived from these agencies as follows:

  .  41% from the DOD;

  .  8% from the DOE; and

  .  5% from other federal agencies.

   Many of our contracts with federal government agencies require annual
funding approval and may be terminated at their discretion. A reduction in
spending by these agencies could limit the continued funding of our existing
contracts with them and could limit our ability to obtain additional contracts.
These limitations, if significant, could have a negative impact on our
financial condition.

Government Contractor Risks--Our government contracts expose us to the
possibility of substantial fines and penalties, governmental audits and
investigations and suspension or debarment.

   As a major provider of services to governmental agencies, we face specific
risks associated with government contracting, which include the risk of
substantial civil and criminal fines and penalties for

                                       12



violations of applicable laws and regulations and the risk of negative
publicity from public scrutiny of our performance at high-profile sites.
Government contracting requirements are complex, highly technical and subject
to varying interpretations. We have been, are and expect in the future to be,
the subject of audits and investigations by governmental agencies, including
the Defense Contract Audit Agency (the "DCAA") and the EPA's Office of
Inspector General ("EPAOIG"). During the course of an audit, the DCAA or EPAOIG
may disallow costs if, for example, it determines that we improperly accounted
for such costs in a manner inconsistent with government cost accounting
standards. Under the typical "cost-reimbursable" government contracts that we
perform, only those costs that are reasonable, allocable and allowable are
recoverable in accordance with Federal Acquisition Regulations and cost-
accounting standards. At present, there are several unresolved and/or ongoing
audits of our billings dating back to 1995 and, in some instances, earlier
years as well.

   In addition to damage to our business reputation, the failure to comply with
the terms of one or more of our government contracts could also result in our
suspension or debarment from government contract projects for a significant
period of time. This could result in a material adverse effect on our business.
In September 1998, OHM, one of its subsidiaries and the IT Group entered into a
Compliance Agreement with the EPA to address alleged past practices by OHM
that, according to the EPA, may have constituted a basis for suspension and/or
debarment. A breach of the Compliance Agreement by us or one of our
subsidiaries is potentially cause for our immediate suspension from future work
and/or debarment. In this regard, EFM also has several open audits by EPAOIG
and investigations involving both the Department of Justice and EPAOIG.

Management of Growth--Our growth and acquisition strategy may have a negative
impact on our ability to manage our business.

   We are growing rapidly through acquisitions. Our revenues have increased
from $400.0 million for the twelve months ended March 29, 1996 to $1.4 billion
for the twelve months ended December 25, 1998 on a pro forma basis. Our growth
presents numerous managerial, administrative, operational and other challenges.

   Furthermore, our business strategy calls for continued growth and
diversification through acquisitions. Identifying and pursuing future
acquisition opportunities requires a significant amount of management time and
skill. Additionally, acquisitions involve risks that could cause our actual
growth or operating results to differ from our or others' expectations. For
example:

  .  We may fail to identify suitable acquisition candidates or to acquire
     additional companies on favorable terms.

  .  We may fail to obtain the necessary financing, on favorable terms or at
     all, to finance any of our potential acquisitions.

  .  We may fail to successfully integrate or manage these acquired companies
     due to differences in business backgrounds or corporate cultures or
     inadequate internal systems or controls.

  .  These acquired companies may not perform as we expect.

  .  If we fail to successfully integrate any acquired company or are unable
     to improve our internal systems and controls fast enough to accommodate
     our growth, our reputation could be damaged. This could make it more
     difficult to market our services or to acquire additional companies in
     the future.

  .  The acquisition and integration process could take significant time away
     from management's responsibilities for supervising our ongoing business.

Risks of Achievement of Cost Savings and Integration of Operations--We may not
achieve anticipated cost savings and other benefits from our recent and future
acquisitions.

   The pro forma financial data presented in this prospectus and our future
success depend in part on our ability to achieve cost savings from our
acquisitions. We cannot guarantee that we will realize any cost savings or
other benefits from our recent acquisitions other than those already realized,
including the EFM, Roche and

                                       13



EMCON acquisitions, or that we will realize any cost savings or other benefits
from future acquisitions. See "Unaudited Pro Forma Consolidated Financial Data"
for more detail on our cost savings.

Significant Competition--We may fail to compete successfully in our industry,
which could prevent us from fulfilling our obligations under the series B
notes.

   The environmental services industry is subject to intense competition. We
compete with several national environmental and consulting firms and many
regional or niche firms. Increased competition, combined with changes in client
procurement procedures, has resulted in, among other things:

  .  lower contract margins,

  .  more fixed-price or unit-price contracts, and

  .  contract terms that increasingly require us to indemnify our clients
     against damages or injuries to third parties and property and
     environmental fines and penalties.

   Some of our larger competitors benefit from economies of scale and have
better access to bonding and insurance markets at a lower cost than we can
achieve. The entry of large systems contractors and international engineering
and construction firms into the environmental services industry has increased
competition for major federal government contracts and programs, which have
been our primary source of revenue in recent years.

   In addition, our industry recently has been subject to intense
consolidation. We are participating actively in this consolidation to support
our growth and diversification strategy. However, we cannot assure that we will
be able to compete successfully given the intense competition and trends in our
industry.

Fixed-Price Contracts--Fixed-price contracts constitute thirty percent of our
revenues, which, in the event of unanticipated or unforeseeable cost increases,
could have a negative impact on our financial condition if we underbid these
contracts.

   We enter into various types of contracts with our clients, including fixed-
price contracts. For the twelve months ended December 25, 1998 on a pro forma
basis, approximately 30% of our revenues was derived from fixed-price
contracts. Fixed-price contracts protect clients but expose us to a number of
risks. These risks include:

  .  underestimation of costs;

  .  problems with the appropriate choice of technologies;

  .  unforeseen costs or difficulties;

  .  delays beyond our control; and

  .  economic and other changes that may occur during the contract period.

Environmental Contractor Risks--Increased government legislation, regulation
and enforcement and private litigation may have a negative impact on our
financial condition.

   Although we believe that we generally benefit from increased environmental
regulation, and from enforcement of those regulations, increased regulation,
enforcement and private litigation also create significant risks for us. These
risks include potentially large civil and criminal liabilities from violations
of environmental laws and regulations and liabilities to clients and to third
parties for damages arising from performing services for clients. Our failure
to observe the laws or the terms and conditions of licenses and permits we hold
could adversely impact our ability to carry on our business as presently
conducted.

 The Government Could Suspend or Disbar Us as a Government Contractor or Hold
 Us Liable for Clean-up Costs if We Fail to Abide by Environmental Laws and
 Regulations.

   Our operations are subject to regulation by a number of federal and other
laws and agencies. As such, we may be held directly liable for failure to abide
by these laws. Any such failure could lead to our debarment or

                                       14


suspension as a government contractor. Companies that are subject to
environmental liabilities have also sought to expand the reach of the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"
or "Superfund"), the Resource Conservation and Recovery Act ("RCRA") and
similar state statutes to make contractor firms responsible for cleanup costs.
These companies claim that environmental contractors are owners or operators of
hazardous waste facilities or that they arranged for treatment, transportation
or disposal of hazardous substances. If we are held responsible under CERCLA or
RCRA for damages caused while performing services or otherwise, we may be
forced to bear this liability by ourselves, notwithstanding the potential
availability of contribution or indemnification from other parties. Further,
one of our businesses involves the purchase and redevelopment of
environmentally impaired property. As the owner of such properties, we may be
required to clean up all contamination at these sites, even if we did not place
it there. We use insurance and other risk mitigation techniques to manage these
risks but we cannot guarantee the adequacy of those measures.

 We May Have to Pay Damages to Clients or Third Parties for Environmental or
 Other Liabilities.

   In performing services for our clients, we could become liable for breach of
contract, personal injury, property damage, negligence and other causes of
action. The damages available to a client are potentially large and could
include consequential damages.

   Many potential clients, particularly in connection with projects involving
large-scale cleanups, try to shift to contractors the risk of completing the
project, if the contamination is either more extensive or difficult to resolve
than they anticipated. In this competitive market, clients increasingly try to
pressure contractors to accept greater risks of performance, liability for
damage or injury to third parties or property and liability for fines and
penalties. We have from time to time been involved in claims and litigation
involving disputes over such issues.

   Environmental management contractors also potentially face liabilities to
third parties for property damage or personal injury stemming from a release of
toxic substances resulting from a project performed for clients. These
liabilities could arise long after completion of a project.

   Over the past several years, the EPA and other federal agencies have
constricted significantly the circumstances under which they will indemnify
their contractors against liabilities incurred in connection with cleanup
projects and continue their attempts to renegotiate previously agreed
indemnities.

Closure of Inactive Disposal Sites and Potential CERCLA Liabilities--We remain
subject to significant liabilities arising from our discontinued operations.

   Before 1987, we were a major provider of hazardous waste transportation,
treatment and disposal operations in California. In December 1987, we adopted a
strategic restructuring program that included a formal plan to divest our
transportation, treatment and disposal operations. Closure plans for all four
of our inactive disposal sites have now been approved by all applicable
regulatory agencies. Closure construction has been completed at three of these
facilities, Montezuma Hills, Benson Ridge and Vine Hill. At December 25, 1998,
our consolidated balance sheet included accrued liabilities of approximately
$7.9 million to complete the closure and post-closure of our disposal
facilities and to cover potentially responsible party sometimes referred to as
a PRP, matters, net of certain trust fund and annuity investments, restricted
to closure and post-closure use and net of anticipated insurance settlements.

   Our provision for loss on disposition of transportation, treatment and
disposal discontinued operations is based on various assumptions and estimates,
including those discussed above. We periodically reevaluate the adequacy of
this provision in light of developments since our adoption of the divestiture
plan, and we believe that the provision as adjusted is reasonable. However, the
ultimate effect of the divestiture on our consolidated financial condition,
liquidity and results of operations is dependent on future events, the outcome
of which we cannot determine at this time. Outcomes significantly different
from those used to estimate the provision for loss could result in a material
adverse effect on our business.

                                       15



 Our Closure Cost Estimates Are Subject to Uncertainties and May Result in
 Higher than Estimated Losses.

   Closure and post-closure costs associated with our inactive disposal sites
are incurred over a significant number of years and are subject to a number of
variables. We have estimated the impact of these costs in our provision for
loss on disposition of discontinued operations. However, closure and post-
closure costs could be higher than estimated if regulatory agencies were to
require procedures significantly different than those in our plans or if there
are additional delays in the closure plan approval process. Since recording
our initial provision for loss, we have been required to make four upward
adjustments to the provision. During each of the three fiscal years ended
December 25, 1998, we funded accrued costs of $11.1 million for the nine
months ended December 25, 1998, $14.9 million and $15.7 million relating to
our closure plans and construction and PRP matters. We expect to incur costs
over the next several years; however, we expect the nature of the costs to
change from closure design and construction to post-closure monitoring.

   Closure plans for our Panoche facility, the final facility to be closed,
were approved on March 18, 1998. The approved plans provide for submittal of
technical studies that will be utilized to determine final aspects, details
and costs of closure construction and monitoring programs. While we believe
that the approved closure plans substantially reduce future cost
uncertainties, the ultimate costs will depend upon the results of the
technical studies called for in the approved plans. Closure construction under
the plans is scheduled for completion in the fall of 2000.

 The Actual Value of the Underlying Land Could Be Materially Different from
 the Carrying Value of our Long-term Assets, which Could Have a Negative
 Impact on our Financial Condition and Results of Operations.

   The carrying value of our long-term assets of discontinued operations of
$40.0 million at March 26, 1999 is principally comprised of unused residual
land at the inactive disposal facilities. This value assumes that land sales
will occur at market prices estimated by us based on certain assumptions about
entitlements, development agreements and other factors. In June 1999, a local
community's review of its growth strategy resulted in limitations, in line
with our expectations, on our ability to develop a portion of our residual
land. We can make no assurances as to the timing of development or sales of
any of our residual land, or our ability to ultimately liquidate the land for
the sale prices assumed. If our assumptions are not realized, the value of the
land could be materially different from the current carrying value.

 Potential PRP Liabilities Could Have a Negative Impact on our Financial
 Condition and Results of Operations.

   There are several disposal sites, including the GBF Pittsburgh Superfund
site, at which we have been named a PRP under CERCLA or otherwise been
identified as responsible for site cleanup. As a major provider of hazardous
waste transportation, treatment and disposal operations in California prior to
the December 1987 adoption of our strategic restructuring program, we have
been named a PRP at a number of other sites and may from time to time be so
named at additional sites, and also may face damage claims by third parties
for alleged releases or discharges of contaminants or pollutants arising out
of our transportation, treatment and disposal discontinued operations.

   For additional information about our discontinued operations, see the note
to our consolidated financial statements entitled "Discontinued Operations."

Goodwill--The amount of goodwill and other intangible assets we have recorded
from our acquisitions may not be realized, which may impact our ability to
fulfill our obligations under the series B notes.

   As of March 26, 1999 on a pro forma basis, our balance sheet will have an
amount called "cost in excess of net assets of acquired business" that
represents 40% of assets and 193% of stockholders' equity. Goodwill is
recorded when we pay more for a business than the fair value of the tangible
and separately measurable intangible net assets. GAAP requires us to amortize
this and all other intangible assets over the period benefited. We have
determined that period to be no less than 40 years.

                                      16



   If it turns out that the period should have been shorter, earnings reported
in periods right after the acquisition would be overstated. Then in later
years, we'll be burdened by a continuing charge against earnings, without the
benefit to income we thought we would get when we agreed on the purchase price.
Earnings in later years might also be significantly worse if we determine then
that the remaining balance of goodwill is impaired.

   We concluded that the future cash flows related to goodwill will continue
indefinitely, and there is no persuasive evidence that any material portion
will dissipate over a period shorter than 40 years. This fact was communicated
to our independent auditors in support of our position related to a 40 year
amortization period.

   The FASB is currently revising the accounting rules for business
combinations, including the accounting treatment of goodwill. Disclosures by
the FASB of the tentative changes to accounting for business combinations and
goodwill have indicated that it plans to reduce the maximum useful life that
can be assigned to goodwill to 20 years. If these proposed accounting rule
changes are implemented, and assuming these new rules only apply to business
acquisitions subsequent to the issuance of these revised rule, we would be
required to amortize goodwill from future business acquisitions over shorter
periods than we presently use, resulting in higher annual charges to earnings
for future acquisitions.

Control of Board of Directors--Our board of directors is controlled by and
relies upon a small group of individuals who have the ability to control our
management and strategic direction.

   In November 1996, The Carlyle Group, a private investment firm based in
Washington, D.C., and some of its affiliates acquired 45,000 shares of our 6%
cumulative convertible participating preferred stock and warrants to purchase
1,250,000 shares of our common stock. As a result of paid-in-kind dividends,
paid through December 25, 1998, Carlyle now holds 46,095 shares of convertible
preferred stock, which totals approximately 21%, or approximately 24% assuming
the warrants are exercised, of the voting power of the IT Group. The terms of
our convertible preferred stock provide that until November 20, 2001, holders
of shares of our convertible preferred stock have the right to elect a majority
of the board of directors, as long as they continue to hold at least 20% of the
voting power of the Company. In addition, the sale by Carlyle of its interests
under specific conditions constitute events of default under our credit
facilities. As such, Carlyle has significant influence over our affairs. In
addition, this concentration of ownership in Carlyle could have the effect of
delaying or preventing, or discouraging a potential acquirer from attempting, a
change in control of the IT Group, which, in turn, could have a negative impact
on the market price of our common stock or prevent our stockholders from
realizing a premium over the market price for their shares of common stock. For
more information on our relationship with Carlyle, see "Management--Board of
Directors," "Description of Capital Stock" and the note to our consolidated
financial statements entitled "Preferred Stock--Carlyle Investment."

International Operations--Our international operations are subject to a number
of risks that may have a negative impact on these operations and our overall
business.

   For the twelve months ended March 26, 1999 on a pro forma basis,
approximately 4% of our revenues are derived from international operations. Our
business strategy includes plans to grow our international operations, which in
general are subject to a number of risks, including:

  .foreign currency risks,

  .differences in accounting practices,

  .work stoppages,

  .transportation delays and interruptions,

  .political instability,

  .expropriation and nationalization,

  .tariffs and import and export controls,

                                       17


  .differing licensing and permit requirements, and

  .conflicting U.S. and foreign laws.

   We cannot predict what effect, if any, these risks would have on our
business.

Reliance on Senior Management--Our failure to retain members of our senior
management team and other personnel could have a negative impact on our
business.

   Our future success is highly dependent on our senior management team, which
has significant experience in our industry. We have entered into employment
agreements with a number of our senior executives. The loss of the services of
our senior executives could have a material adverse effect on our business. In
addition, we also are dependent on the continuing contributions of our platform
and project managers, scientists and other professionals and other key
personnel, particularly those employees who maintain close relationships with
our clients, whose relationships are extremely important to our continued
success.

Fluctuations in our Quarterly Operating Results--Fluctuations in our operating
results may impair our ability to satisfy our obligations under the series B
notes.

   Our quarterly revenues, expenses and operating results may fluctuate
significantly due to a number of factors, including:

  .the seasonality of the spending cycle of our public sector clients,
   notably the federal government,

  .employee hiring and utilization rates,

  .the number and significance of client projects commenced and completed
   during a quarter,

  .delays incurred in connection with a project,

  .the ability of our clients to terminate projects without penalties, and

  .weather conditions.

   Variations in any of these factors could cause significant fluctuations in
our operating results from quarter to quarter and could result in losses.
Historically, the first calendar quarter has experienced lower revenues
primarily due to weather conditions.

Risks Associated with Year 2000 Compliance--Any computer problems due to the
Year 2000 may have a negative impact on our business.

   We are highly dependent on our computer software programs and operating
systems in operating our business. We also depend on the proper functioning of
the computer systems of third parties, particularly the federal government and
its ability to pay its bills on a timely basis. The failure of any of these
systems to appropriately interpret the upcoming calendar year 2000 could cause
business interruptions or shutdown, financial loss, regulatory actions,
reputational harm and/or legal liability, which could have a material adverse
effect on our business. In addition, since a substantial portion of our
revenues are derived from federal agencies, the failure of the federal
government to pay its bills on a timely basis could have a material adverse
effect on our business and our ability to meet our obligations under the series
B notes.

   In 1998, we established an integration test plan to test our core financial
and administrative software and verify Year 2000 compliance. In February 1998,
these integration tests were successfully completed. Our core hardware was also
tested and found fully compliant with Year 2000 limitations. We also are
communicating with clients, suppliers, financial institutions and others with
which we do business to coordinate Year 2000 conversion. However, given the
complexity of Year 2000 issues and the uncertainty surrounding third party
responses to these issues, we cannot assure you that we will be effective in
eliminating all Year 2000 issues relating to our business. For more information
on our Year 2000 program, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Year 2000."

                                       18


Fraudulent Conveyance Matters--Federal and state statutes allow courts, under
specific circumstances, to avoid the subsidiary guarantees and require holders
of the series B notes to return payments received from the subsidiary
guarantors.

   Under federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a subsidiary guarantee could be avoided by a bankrupt subsidiary
guarantor or its bankruptcy trustee, if, among other things, the subsidiary
guarantor, at the time it incurred the indebtedness evidenced by its subsidiary
guarantee:

  .received less than reasonably equivalent value or fair consideration for
   its subsidiary guarantee; and

  .either:

    .was insolvent or rendered insolvent by reason of its subsidiary
     guarantee; or

    .  was engaged in a business or transaction for which the subsidiary
       guarantor's remaining assets constituted unreasonably small capital;
       or

    .  intended to incur, or believed that it would incur, debts beyond its
       ability to pay such debts as they mature.

In addition, any payment by the subsidiary guarantor pursuant to its subsidiary
guarantee could be required to be returned to it, or to a fund for the benefit
of its creditors.

   We believe that the series B notes are being issued for proper purposes and
in good faith. In addition, on the basis of historical financial information,
recent operating history and other factors, we believe that we, including each
subsidiary guarantor, after giving effect to indebtedness incurred in
connection with the issuance of the series B notes and each subsidiary
guarantee, will not be insolvent, will not have unreasonably small capital for
the business in which we are engaged and will not have incurred debts beyond
our ability to pay such debts as they mature. We cannot assure, however, what
standard a court would apply in making such determinations or that a court
would agree with our conclusions. Each subsidiary guarantee also contains a
provision intended to limit the liability of the subsidiary guarantor to the
maximum amount of liability the subsidiary guarantor could incur without
causing the incurrence of obligations under its subsidiary guarantee to be a
fraudulent transfer. We cannot assure that this provision will be effective to
prevent the incurrence of subsidiary guarantee obligations from being a
fraudulent transfer.

Holding Company Structure--As a result of our holding company structure, we are
dependent on our operating subsidiaries for the cash flow needed to repay the
series B notes.

   We, meaning only the IT Group, have no operations of our own and derive all
of our revenue from our subsidiaries. As a result, we are dependent on
distributions of the earnings of our subsidiaries through dividends, advances
or payments on account of intercompany obligations to pay our debts, including
the series B notes. If a subsidiary guarantee was avoided as a fraudulent
transfer, holders of other indebtedness of, and trade creditors of, that
subsidiary guarantor would generally be entitled to payment of their claims
from the assets of the subsidiary guarantor before such assets were made
available for distribution to us to satisfy our own obligations. The indenture
will permit the incurrence of substantial additional indebtedness by our
subsidiaries and us and will permit significant investments by us in our
subsidiaries, including "restricted subsidiaries," as defined in the indenture.

Possible Inability to Purchase Series B Notes upon a Change of Control--We may
not have the ability to raise the funds necessary to finance a change of
control required by the indenture.

   Upon the occurrence of specific kinds of change of control events, we will
be required to offer to repurchase all outstanding series B notes. However, it
is possible that we will not have sufficient funds at the time of the change of
control to repurchase the series B notes or that restrictions in our credit
facilities will not allow such repurchases. In addition, some important
corporate events, such as leveraged recapitalizations that would increase the
level of our indebtedness, would not constitute a "change of control" under the
indenture. The occurrence of this type of event could further impair our
ability to raise the funds necessary to finance an

                                       19



event that does constitute a "change of control" under the indenture. For more
information on our repurchase requirements, see "Description of Notes--
Repurchase at the Option of Holders" and "--Change of Control."

Lack of Public Market; Restrictions on Resale--No public market exists for the
series B notes. The offering and sale of the series B notes is subject to
uncertainties regarding the liquidity of the trading market for the series B
notes.

   The series A notes are eligible for trading in PORTAL. The series B notes
are a new issue of securities with no established trading market and will not
be listed on any securities exchange. The initial purchasers have informed us
that they intend to make a market in the series B notes. However, they may
cease their market-making at any time. In addition, the liquidity of the
trading market in the series B notes and the market price quoted for the series
B notes, or, in the case of non-tendering holders of series A notes the trading
market and market price for the series A notes, may be adversely affected by
the changes in the overall market for high yield securities and by changes in
our financial performance or prospects or in the prospects for companies in our
industry generally. As a result, you cannot be sure that an active trading
market will develop for the series A or the series B notes. See "Description of
Notes--Registration Rights; Liquidated Damages."

Backup Withholding--If you are a non-U.S. holder, you may be subject to backup
withholding of 31% if you cannot certify as to your status as a non-U.S. holder
or provide an exemption to the withholding requirements.

   Treasury Regulations provide that we must withhold 31% from any interest or
other dispositions paid on the series B notes in each calendar year to a non-
U.S. holder, if the holder does not certify as to its status as a non-U.S.
holder under penalties of perjury or otherwise establishes an exemption. Any
amounts withheld under the backup withholding rules will be allowed as a refund
or credit against a non-U.S. holder's U.S. federal income tax liability. For a
more detailed discussion of backup withholding and other tax-related
requirements, see "Material Federal Income Tax Considerations."

                                       20



             SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   Statements of our intentions, beliefs, expectations or predictions for the
future, denoted by the words "anticipate," "believe," "estimate," "expect,"
"project," "imply," "intend," "foresee" and similar expressions are forward-
looking statements that reflect our current views about future events and are
subject to risks, uncertainties and assumptions. These risks, uncertainties and
assumptions include those identified in the "Risk Factors" and "Business"
sections of this prospectus and the following:

  .  changes in laws or regulations affecting our operations, as well as
     competitive factors and pricing pressures,

  .  bidding opportunities and successes,

  .  project results, including success in pursuing claims and change orders,

  .  management of our cash resources, particularly in light of our
     substantial leverage,

  .  funding of our backlog,

  .  matters affecting contracting and engineering businesses generally, such
     as the seasonality of work, the impact of weather and clients' timing of
     projects,

  .  our ability to generate a sufficient level of future earnings to utilize
     our deferred tax assets,

  .  the ultimate closure costs of our discontinued operations,

  .  the success of our acquisition strategy, including the effects of the
     integration of our recent acquisitions and any future acquisitions, and
     achievement of expected cost savings and other synergies from these
     acquisitions,

  .  adequacy of Year 2000 compliance, or assessments regarding compliance,
     by ourselves or third parties, including our customers, and the costs or
     completeness of remediation or the adequacy of contingency plans, and

  .  industry-wide market factors and other general economic and business
     conditions.

   Our actual results could differ materially from those projected in these
forward-looking statements as a result of these factors, many of which are
beyond our control.

                                       21


                               THE EXCHANGE OFFER

Purpose of the Exchange Offer

   We have commenced this exchange offer to provide holders of series A notes
with an opportunity to acquire series B notes which, unlike the series A notes,
will be freely tradable at all times, subject to any restrictions on transfer
imposed by state "blue sky" laws. On April 9, 1999, we issued and sold the
outstanding series A notes in the aggregate principal amount of $225.0 million
in order to provide financing for the Roche and EFM acquisitions, and to
refinance existing indebtedness. We did not register the sale of the series A
notes to the initial purchasers under the Securities Act in reliance upon the
exemption provided by Section 4(2) of the Securities Act. The initial
purchasers did not register the concurrent resale of the series A notes to
investors under the Securities Act in reliance upon the exemption provided by
Rule 144A of the Securities Act.

   You may not reoffer, resell or transfer your series A notes other than by
means of a registration statement filed pursuant to the Securities Act or
unless an exemption from the registration requirements of the Securities Act is
available. Pursuant to Rule 144, you generally may resell your series A notes:

  .  commencing two years after their original issue date, in an amount up
     to, for any three-month period, the greater of 1% of the series A notes
     then outstanding or the average weekly trading volume of the series A
     notes during the four calendar weeks immediately preceding the filing of
     the required notice of sale with the Commission;

  .  commencing three years after the original issue date, in any amount and
     otherwise without restriction as long as you are not, and have not been
     for the preceding 90 days, an affiliate of the IT Group. The series A
     notes are eligible for trading in the PORTAL market, and you may resell
     your series A notes to certain qualified institutional buyers pursuant
     to Rule 144A. Other exemptions may also be available under other
     provisions of the federal securities laws for the resale of the series A
     notes.

   In connection with the original issue and sale of series A notes, we entered
into a registration rights agreement, pursuant to which we agreed to file with
the Commission a registration statement covering the exchange by us of the
series B notes for the series A notes. The registration rights agreement
provides that:

  .  we will file a registration statement with the commission on or prior to
     75 days after the issue date of the series A notes;

  .  we will use our best efforts to have the registration statement declared
     effective by the Commission on or prior to 180 days after the original
     issue date;

  .  unless this exchange offer would not be permitted by applicable law or
     Commission policy, we will commence this exchange offer and use our best
     efforts to issue, on or prior to 30 business days after the date on
     which the registration statement is declared effective by the
     Commission, series B notes in exchange for all series A notes tendered
     in this exchange offer; and

  .  if obligated to file a shelf registration statement covering the series
     A notes, we will file the shelf registration statement with the
     Commission on or prior to 30 days after such filing obligation arises
     and use our best efforts to cause the shelf registration statement to be
     declared effective by the Commission on or prior to 60 days after such
     obligation arises and cause such shelf registration statement to remain
     effective and usable for a period of two years following the initial
     effectiveness thereof.

   We will pay liquidated damages to each holder of transfer-restricted
securities, as described below, if any of the following occurs:

  .  we fail to file any of the registration statements required by the
     registration rights agreement on or before the date specified for such
     filing;

  .  any of such registration statements is not declared effective by the
     Commission on or prior to the date specified for such effectiveness;

  .  we fail to consummate this offer within 30 business days after the date
     on which the registration statement covering the exchange of series B
     notes for series A notes is declared effective; or

                                       22


  .  any registration statement filed by us pursuant to the terms of the
     registration rights agreement is declared effective but thereafter
     ceases to be effective or usable in connection with resales of transfer-
     restricted securities during the periods specified in the registration
     rights agreement without being succeeded immediately by a post-effective
     amendment to that registration statement that cures the failure and that
     is itself declared effective immediately.

   We will pay liquidated damages to the holders of transfer-restricted
securities, with respect to the first 90-day period immediately following the
occurrence of a default, in an amount equal to $.05 per week per
$1,000 principal amount of transfer-restricted securities. The amount paid by
us to the holders of series A notes will increase by an additional $.05 per
week per $1,000 principal amount of transfer-restricted securities with respect
to each subsequent 60-day period until all defaults have been cured up to a
maximum amount of $.50 per week per $1,000 principal amount of transfer-
restricted securities, regardless of whether one or more default is
outstanding. Following the cure of all defaults, the accrual of damages will
cease. "Transfer-restricted securities" means each series A note until:

  .  the date on which the series A note has been exchanged by a person other
     than a broker-dealer for a series B note in this exchange offer;

  .  the date on which the series A note has been effectively registered
     under the Securities Act and disposed of in accordance with the shelf
     registration statement;

  .  the date on which the series A note is distributed to the public
     pursuant to Rule 144 under the Securities Act; or

  .  the date on which the series A note is salable pursuant to Rule 144(k)
     under the Securities Act.

   The series B notes otherwise will be substantially identical in all material
respects, including interest rate, maturity, security and restrictive
covenants, to the series A notes for which they may be exchanged pursuant to
this exchange offer.

Terms of the Exchange Offer

   Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, we will exchange $1,000
principal amount of series B notes for each $1,000 principal amount of our
outstanding series A notes. Series B notes will be issued only in integral
multiplies of $1,000 to each tendering holder of series A notes whose series A
notes are accepted in this exchange offer.

   The series B notes will bear interest from and including the original issue
date of the series A notes. Accordingly, if you receive series B notes in
exchange for series A notes, you will forego accrued but unpaid interest on
your exchanged series A notes for the period from and including the issue date
of the series A notes to the date of your exchange for series B notes, but will
be entitled to interest under the series B notes.

   As of the date of this prospectus, $225.0 million aggregate principal amount
of series A notes were outstanding. This prospectus and the letter of
transmittal are being sent to all registered holders of series A notes as of
this date. You will not be required to pay brokerage commissions or fees or,
subject to the instructions in the letter of transmittal, transfer taxes with
respect to your exchange of series A notes pursuant to this exchange offer. We
will pay all charges and expenses, other than certain transfer taxes that may
be imposed, in connection with this exchange offer. See "--Payment of Expenses"
below.

   As a holder of series A notes, you do not have any appraisal or dissenters'
rights under the Delaware General Corporation Law in connection with this
exchange offer.

Expiration Date; Extensions; Termination

   This exchange offer will expire at 5:00 P.M., New York City time, on
        , 1999, subject to our extension by notice to The Bank of New York, the
exchange agent. We reserve the right to extend this

                                       23


exchange offer in our discretion, in which event the expiration date shall be
the time and date on which this exchange offer as so extended shall expire. We
shall notify the exchange agent of any extension by oral or written notice and
shall mail to you an announcement thereof, each prior to 9:00 A.M., New York
City time, on the next business day after the previously scheduled expiration
date.

   We reserve the right to extend or terminate this exchange offer and not
accept for exchange any series A notes if any of the events set forth below
under "--Conditions to the Exchange Offer" occur and are not waived by us, by
giving oral or written notice of such delay or termination to the exchange
agent. See "--Conditions to the Exchange Offer." The rights we reserve in this
paragraph are in addition to our rights set forth below under the caption "--
Conditions to the Exchange Offer."

Procedures for Tendering

   Your tender of series A notes pursuant to one of the procedures set forth
below and our acceptance will constitute an agreement between you and we in
accordance with the terms and subject to the conditions set forth in this
prospectus and the letter of transmittal.

   Except as set forth below, if you who wish to tender your series A notes for
exchange pursuant to this exchange offer, you must transmit a properly
completed and duly executed letter of transmittal, including all other
documents required by such letter of transmittal, to the exchange agent at the
address set forth below under "Exchange Agent" on or prior to the expiration
date. In addition, either:

  .  certificates for such series A notes must be received by the exchange
     agent along with the letter of transmittal; or

  .  a timely confirmation of a book-entry transfer of such series A notes,
     if such procedure is available, into the exchange agent's account at The
     Depository Trust Company pursuant to the procedure for book-entry
     transfer described below, must be received by the exchange agent prior
     to the expiration date; or

  .  the holder must comply with the guaranteed delivery procedures described
     below. Letters of transmittal and series A notes should not be sent to
     us. We are not asking you for a proxy and you are requested not to send
     us a proxy.

   Signatures on a letter of transmittal must be guaranteed unless the series A
notes are tendered (1) by a registered holder of series A notes who has not
completed the box entitled "Special Issuance and Delivery Instructions" on the
letter of transmittal or (2) for the account of any firm that is a member of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company having an
office in the U.S., sometimes referred to as an eligible institution. In the
event that signatures on a letter of transmittal are required to be guaranteed,
the guarantee must be by an eligible institution.

   Your method of delivery of series A notes and other documents to the
exchange agent is at your election and risk, but if delivery is by mail we
suggest that the mailing be made sufficiently in advance of the expiration date
to permit delivery to the exchange agent before the expiration date.

   If the letter of transmittal is signed by a person other than a registered
holder of any tendered series A note, the series A note must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered holder or holders appear on the series A note.

   If the letter of transmittal or any series A notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
they should indicate the capacity in which they are signing, and, unless waived
by us, should provide proper evidence satisfactory of their authority to act.

   We will resolve all questions as to the validity, form, eligibility,
including time of receipt, and acceptance of tendered series A notes, which
determination will be final and binding. We reserve the absolute right to

                                       24



reject any or all tenders that are not in proper form or the acceptance of
which would, in the opinion of our counsel be unlawful. We also reserve the
right to waive any irregularities or conditions of tender as to particular
series A notes. Our interpretation of the terms and conditions of this exchange
offer, including the instructions in the letter of transmittal, will be final
and binding. Unless waived, any irregularities in connection with tenders must
be cured within the period of time determined by us. Neither the exchange agent
nor we is under any duty to give notification of defects in such tenders or
shall incur liabilities for failure to give such notification. Tenders of
series A notes will not be deemed to have been made until such irregularities
have been cured or waived. Any series A notes received by the exchange agent
that are not properly tendered and as to which the irregularities have not been
cured or waived will be returned by the exchange agent to the tendering holder,
unless otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.

   Our acceptance of your series A notes pursuant to this exchange offer will
constitute a binding agreement between you and us upon the terms and subject to
the conditions of this exchange offer.

 Book-Entry Transfer

   The exchange agent will make a request to establish an account with respect
to the series A notes at DTC for purposes of this exchange offer, including use
of DTC's "ATOP" system, within two business days after the date of
effectiveness of the registration statement of which this prospectus forms a
part, and any financial institution that is a participant in DTC's systems may
make book-entry delivery of series A notes by causing DTC to transfer series A
notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. However, although delivery of series A notes may be
effected through book-entry transfer at DTC, the letter of transmittal or
facsimile thereof with any required signature guarantees and any other required
documents must, in any case, be transmitted to and received by the exchange
agent at one of the addresses set forth below under "Exchange Agent" on or
prior to the expiration date or the guaranteed delivery procedures described
below must be complied with.

 Guaranteed Delivery Procedures

   If you wish to tender your series A notes and (1) your series A notes are
not immediately available or (2) you cannot deliver your series A notes, the
letter of transmittal or any other required documents to the exchange agent
prior to the expiration date, you may effect a tender if:

  .  your tender is made through an eligible institution;

  .  prior to the expiration date, the exchange agent receives from your
     designated eligible institution a properly completed and duly executed
     notice of guaranteed delivery by facsimile transmission, mail or hand
     delivery setting forth your name and address, the certificate number(s)
     of your tendered series A notes and the principal amount of your
     tendered series A notes, stating that the tender is being made thereby
     and guaranteeing that, within five NYSE trading days after the
     expiration date, the letter of transmittal or facsimile thereof together
     with the certificate(s) representing your series A notes, or a book-
     entry confirmation, as the case may be, and any other documents required
     by the letter of transmittal will be deposited by the eligible
     institution with the exchange agent; and

  .  your properly completed and executed letter of transmittal or facsimile
     thereof, as well as the certificate(s) representing all your tendered
     series A notes in proper form for transfer, or a book-entry
     confirmation, as the case may be, and all other documents required by
     the letter of transmittal are received by the exchange agent within five
     NYSE trading days after the expiration date.

   Upon request of the exchange agent, the exchange agent or we will send a
notice of guaranteed delivery to you if you wish to tender your series A notes
according to the guaranteed delivery procedures set forth above.

Conditions to the Exchange Offer

   Notwithstanding any other provisions of this exchange offer or any extension
of this exchange offer, we will not be required to issue series B notes in
respect of any properly tendered series A notes not previously

                                       25



accepted, and may terminate this exchange offer by oral or written notice to
the exchange agent and the holders, or at our option, modify or otherwise amend
this exchange offer, if any material change occurs that is likely to affect
this exchange offer, including, but not limited to, the following:

  .  there shall be instituted or threatened any action or proceeding before
     any court or governmental agency challenging this exchange offer or
     otherwise directly or indirectly relating to this exchange offer or
     otherwise affecting us;

  .  there shall occur any development in any pending action or proceeding
     that, in our sole judgment, would or might (1) have an adverse effect on
     our business, (2) prohibit, restrict or delay consummation of this
     exchange offer or (3) impair the contemplated benefits of this exchange
     offer;

  .  any statute, rule or regulation shall have been proposed or enacted, or
     any action shall have been taken by any governmental authority which, in
     our sole judgment, would or might (1) have an adverse effect on our
     business, (2) prohibit, restrict or delay consummation of this exchange
     offer or (3) impair the contemplated benefits of this exchange offer; or

  .  there exists, in our sole judgment, any actual or threatened legal
     impediment, including a default or prospective default under an
     agreement, indenture or other instrument or obligation to which we are a
     party or by which we are bound, to the consummation of the transactions
     contemplated by this exchange offer.

   We expressly reserve the right to terminate this exchange offer and not
accept for exchange any series A notes upon the occurrence of any of the
foregoing conditions. In addition, we may amend this exchange offer at any time
prior to 5:00 P.M., New York City time, on the expiration date if any of the
conditions listed above occur. Moreover, regardless of whether any of these
conditions has occurred, we may amend this exchange offer in any manner that,
in our good faith judgment, is advantageous to you.

   These conditions are for our sole benefit and may be waived by us, in whole
or in part, in our sole discretion. Any determination we make concerning an
event, development or circumstance described or referred to above will be final
and binding on all parties.

Acceptance of Series A Notes for Exchange; Delivery of Series B Notes

   Upon the terms and subject to the conditions of this exchange offer, we will
accept all series A notes validly tendered prior to 5:00 P.M., New York City
time, on the expiration date. We will deliver series B notes in exchange for
series A notes promptly following the expiration date.

   For purposes of this exchange offer, we shall be deemed to have accepted
validly tendered series A notes when, as and if we have given oral or written
notice of acceptance to the exchange agent. The exchange agent will act as
agent for the tendering holders for the purpose of receiving the series A
notes. Under no circumstances will interest be paid by the exchange agent or us
for any delay in making payment or delivery.

   If we do not accept your tendered series A notes for exchange because of an
invalid tender, the occurrence of other events listed in this prospectus or
otherwise, we will return your unaccepted series A notes to you, at our
expense, as promptly as practicable after the expiration or termination of this
exchange offer.

Withdrawal Rights

   Your tender of series A notes may be withdrawn at any time prior to the
expiration date.

   For your withdrawal to be effective, you must deliver a written notice of
withdrawal to the exchange agent at the address set forth below under "Exchange
Agent." Your notice of withdrawal must specify your name, identify the series A
notes to be withdrawn, including the principal amount, and, where certificates
for series A notes have been transmitted, specify the name in which the series
A notes are registered, if different from your name. If certificates for series
A notes have been delivered or otherwise identified to the exchange agent,
then, prior to the release of the certificates you must also submit the serial
numbers of the particular certificates to be

                                       26



withdrawn and a signed notice of withdrawal with signatures guaranteed by an
eligible institution unless you are an eligible institution. If your series A
notes have been tendered pursuant to the procedure for book-entry transfer
described above, your notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawn series A notes and
otherwise comply with the procedures of such facility. We will determine all
questions as to the validity, form and eligibility (including time of receipt)
of such notices which determination shall be final and binding on all parties.

   Any series A notes that are withdrawn will be deemed not to have been
validly tendered for exchange for purposes of this exchange offer. Any series A
notes that have been tendered for exchange but that are not exchanged for any
reason will be returned to the holder thereof without cost to such holder, or,
in the case of series A notes tendered by book-entry transfer into the exchange
agent's account at DTC pursuant to the book-entry transfer procedures described
above, will be credited to an account maintained with DTC for the series A
notes, as soon as practicable after withdrawal, rejection of tender or
termination of this exchange offer. You may retender any properly withdrawn
series A notes by following one of the procedures described under "--Procedures
for Tendering" above at any time on or prior to the expiration date.

Material Federal Income Tax Consequences

   The following discussion summarizes the material federal income tax
consequences of this exchange offer. This discussion is not binding on the IRS
or the courts, and we cannot assure you that the IRS will not take, and that a
court would not sustain, a position contrary to that described below. This
summary is based on the current provisions of the tax code and applicable
Treasury regulations, judicial authority and administrative pronouncements. The
tax consequences described below could be modified by future changes in the
relevant law, which could have retroactive effect. You should consult your own
tax adviser as to these and any other federal income tax consequences of this
exchange offer as well as any tax consequences to you under foreign, state,
local or other law.

   Your exchange of series A notes for series B notes pursuant to this exchange
offer should be treated as a modification of the series A notes that does not
constitute a material change in their terms, and we intend to treat the
exchange in this manner. Under this approach, a series B note is treated as a
continuation of the corresponding series A note. Your holding period for a
series B note would include your holding period for the series A note. You
would not recognize any gain or loss, and your basis in the series B note would
be the same as your basis in the series A note. This exchange offer will result
in no federal income tax consequences to a non-exchanging holder. See "Material
Federal Income Tax Considerations of the Exchange Offer."

Exchange Agent

   The Bank of New York has been appointed as exchange agent for this exchange
offer. You should address all correspondence in connection with this exchange
offer and the letter of transmittal to the exchange agent as follows:

                             The Bank of New York



 By Registered
  or Certified
     Mail:         Facsimile Transmission Number:    By Hand/Overnight Delivery:
 -------------     ------------------------------    ---------------------------
                                             
  The Bank of
    New York            Attn.: Diane Amoroso            The Bank of New York
  101 Barclay
  Street, Floor
       7E              Reorganization Section            101 Barclay Street
 New York, New
   York 10286              (212) 815-6339          Corporate Trust Services Window
  Attn.: Diane
     Amoroso                                                Ground Level
 Reorganization
     Section      (For Eligible Institutions Only)    New York, New York 10286
                       Confirm by Telephone:            Attn.: Diane Amoroso
                           (212) 815-3750              Reorganization Section
                       For Information Call:
                           (212) 815-3750



                                       27


   You may request additional copies of this prospectus or the letter of
transmittal from the exchange agent or us.

Payment of Expenses

   We have not retained any dealer-manager or similar agent in connection with
this exchange offer and will not make any payments to brokers, dealers or
others for soliciting acceptances of this exchange offer. We, however, will pay
reasonable and customary fees and reasonable out-of-pocket expenses to the
exchange agent in connection with the solicitation of acceptances. We will also
pay the cash expenses to be incurred in connection with this exchange offer,
including accounting, legal, printing and related fees and expenses.

Accounting Treatment

   We will record the series B notes at the same carrying value as the series A
notes, as reflected in our accounting records on the date of the exchange.
Accordingly, we will recognize no gain or loss for accounting purposes. We will
capitalize our expenses of this exchange offer for accounting purposes.

Resales of Notes

   With respect to resales of series B notes, based on interpretive letters
issued by the staff of the Commission to third parties, we believe that a
holder of series B notes who exchanged series A notes for series B notes in the
ordinary course of business and who is not participating, does not intend to
participate, and has no arrangement or understanding with any person to
participate, in a distribution of the series B notes, will be allowed to resell
the series B notes to the public without further registration under the
Securities Act and without delivering to purchasers of the series B notes a
prospectus that satisfies the requirements of the Securities Act, except for:

  .  a broker-dealer who purchases series B notes directly from us to resell
     pursuant to Rule 144A or any other available exemption under the
     Securities Act, or

  .  a person who is our "affiliate" within the meaning of Rule 405 under the
     Securities Act.

   However, a broker-dealer who holds series A notes that were acquired for its
own account as a result of market-making or other trading activities may be
deemed to be an underwriter within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act.
If any other holder is deemed to be an underwriter within the meaning of the
Securities Act or acquires series B notes in this exchange offer for the
purpose of distributing or participating in a distribution of series B notes,
the holder must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction, unless an exemption from registration is otherwise available. We
have agreed that for a period of 180 days from the expiration date, we will
make this prospectus, as amended or supplemented, available to any broker-
dealer for use in connection with any resale.

                                       28


                                 CAPITALIZATION
                                 (In thousands)

   The following table presents our consolidated capitalization as of March 26,
1999:

  .  on an actual basis; and

  .  pro forma to give effect to the offering of series A notes and the EFM,
     Roche and EMCON acquisitions, including the application of the net
     proceeds from the offering of series A notes.

   You should read this table in conjunction with "Management's Discussion and
Analysis of Results of Operations and Financial Condition," "Description of
Other Indebtedness" and our consolidated financial statements and related
notes.



                                                             As of March 26,
                                                                   1999
                                                            ------------------
                                                             Actual  Pro Forma
                                                               
Cash and cash equivalents ................................. $ 25,229 $ 25,377
                                                            ======== ========
Long-term debt (including current portion):
  Credit agreement debt:
   Revolving credit facility borrowings ................... $165,000 $109,500(1)
   Term loan ..............................................  225,750  225,750
  11 1/4% Senior Subordinated Notes due 2009 ..............       --  225,000
  8% Convertible Subordinated Debentures due 2006 .........   44,548   44,548
  Other borrowings ........................................   10,004   12,938
                                                            -------- --------
    Total long-term debt, including current portion .......  445,302  617,736
Stockholders' equity ......................................  242,718  242,718
                                                            -------- --------
Total capitalization ...................................... $688,020 $860,454
                                                            ======== ========

- --------

(1) As of March 26, 1999 on a pro forma basis, we would have had $66.9 million
    of undrawn availability under our revolving credit facility, including
    capacity used for letters of credit.

                                       29


                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
                         (In thousands, except ratios)

   The following table presents our selected consolidated financial data as of
and for the periods shown below. In June 1998, we changed our fiscal year-end
from the last Friday in March to the last Friday in December of each year,
effective with the nine months ended December 25, 1998. We derived this data
from our consolidated financial statements. Historical results should not be
taken as necessarily indicative of the results that may be expected for any
future period. You should read this consolidated financial data in conjunction
with our consolidated financial statements and the related notes and
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" contained in this prospectus.



                                     Twelve Months Ended                                      Unaudited
                          ---------------------------------------------               -------------------------
                                                                         Nine Months  Three Months Three Months
                                                                            Ended        Ended        Ended
                          March 31,   March 29,  March 28,   March 27,   December 25,  March 27,    March 26,
                             1995       1996        1997        1998         1998         1998         1999
                          ----------  ---------  ----------  ----------  ------------ ------------ ------------
                                                                              
Income Statement Data:
Revenues................  $  423,972  $400,042   $  362,131  $  442,216   $  757,435   $  136,038   $  257,974
Cost of revenues........     356,446   341,890      323,993     391,126      666,474      118,838      224,677
Gross margin............      67,526    58,152       38,138      51,090       90,961       17,200       33,297
Sales, general and
 administrative
 expenses...............      41,936    38,125       33,431      31,774       41,828       10,592       14,826
Special charges (1).....     (19,777)  (25,326)      (8,403)    (14,248)     (24,971)      (5,694)         --
Operating income
 (loss).................      19,440    20,027       (3,696)      5,068       24,162          914       18,471
Interest expense........      (7,581)   (7,014)      (7,168)    (10,720)     (25,876)      (5,197)      (9,955)
Interest income.........         471       569        1,908       2,751          981          614        1,122
Other income, net.......         --        --           --          716          --           --           --
Income (loss) from
 continuing operations
 before income taxes....      (1,297)  (11,744)      (8,956)     (2,185)        (733)      (3,669)       9,638
Income tax (provision)
 benefit................      (2,383)   12,290          179      (4,175)      (6,694)         141       (3,855)
Discontinued
 operations--closure
 costs (net of income
 taxes).................     (10,603)      --           --       (4,960)         --        (4,960)         --
Extraordinary item--
 early extinguishment of
 debt (net of income
 taxes).................         --        --           --       (5,706)         --        (5,706)         --
Net income (loss).......     (14,283)      546       (8,777)    (17,026)      (7,427)     (14,194)       5,783
Preferred stock
 dividends..............      (4,200)   (4,200)      (4,916)     (6,167)      (4,664)      (1,558)      (1,590)
Net income (loss)
 applicable to common
 stock..................     (18,483)   (3,654)     (13,693)    (23,193)     (12,091)     (15,752)       4,193
Ratio of earnings to
 fixed charges (2)......         --        --           --          --           --           --          1.8x

Other Data:
Adjusted EBITDA (3).....  $   44,740  $ 34,529   $   19,070  $   32,474   $   69,227   $   12,238   $   24,792
Depreciation and
 amortization...........      19,150    14,502       14,363      13,158       20,094        5,630        6,321
Capital expenditures
 (4)....................      10,533     4,696        3,361       4,766        6,860        2,226        3,480
End of period backlog...   1,176,000   975,000    1,198,000   3,451,000    3,476,000    3,451,000    3,470,000
Net cash (used for)
 provided by operating
 activities.............       2,251    14,181       24,795     (19,540)     (34,493)      (6,173)      (8,899)
Net cash (used for)
 provided by investing
 activities.............     (10,543)   32,953       (7,441)   (170,051)     (81,439)    (161,982)      (7,069)
Net cash provided by
 (used for) financing
 activities.............       4,193   (29,188)      37,050     135,459      112,432      138,792       19,932

Balance Sheet Data:
Cash and cash
 equivalents............  $    6,547  $ 24,493   $   78,897  $   24,765   $   21,265   $      --    $   25,229
Working capital.........      73,838    89,174      110,705      74,924      120,260          --       140,902
Total assets............     362,152   315,314      342,531     709,217      948,606          --       956,058
Total long-term debt,
 including current
 portion................      81,343    65,708       71,217     301,435      422,662          --       445,302
Total stockholders'
 equity.................     145,921   140,865      168,853     148,150      238,168          --       242,718


                                       30


- --------
(1) The following table presents a summary of our special charges for the
   periods shown.



                                    Twelve Months Ended                                Unaudited
                          ---------------------------------------              -------------------------
                                                                  Nine Months  Three Months Three Months
                                                                     Ended        Ended        Ended
                          March 31, March 29, March 28, March 27, December 25,  March 27,    March 26,
                            1995      1996      1997      1998        1998         1998         1999
                          --------- --------- --------- --------- ------------ ------------ ------------
                                                                       
Businesses exited.......   $ 9,827   $26,416   $   --   $  1,800    $ 24,971      $  --         $ --
Severance and lease and
 facility costs.........       850       --      8,403       --          --          --           --
Acquisition
 integration............       --        --        --      5,694         --        5,694          --
Settlement and
 litigation.............     9,100    (1,090)      --      3,943         --          --           --
Headquarters
 relocation.............       --        --        --      2,811         --          --           --
                           -------   -------   -------  --------    --------      ------        ----
 Total..................   $19,777   $25,326   $ 8,403  $ 14,248    $ 24,971      $5,694          --
                           =======   =======   =======  ========    ========      ======        ====
 Special charges
  included in the
  calculation of
  operating income......   $ 6,150   $   --    $ 8,403  $ 14,248    $ 24,971      $5,694        $ --

- --------
See "Management's Discussion and Analysis of Results of Operations and
   Financial Condition--Special Charges."
(2) The ratio of earnings to fixed charges is computed by dividing earnings by
    fixed charges. For this purpose, "earnings" include net income (loss)
    before taxes and fixed charges (adjusted for interest capitalized during
    the period) and "fixed charges" include interest, whether expensed or
    capitalized, amortization of debt expenses and the portion of rental
    expense that is representative of the interest factor in these rentals. For
    the years ended March 31, 1995, March 29, 1996, March 28, 1997, March 27,
    1998, the nine months ended December 25, 1998, and the quarter ended March
    27, 1998, earnings were insufficient to cover fixed charges by
    approximately $1,297, $11,744, $8,956, $2,185 , $733 and $3,669.

(3) Adjusted EBITDA represents earnings from continuing operations before
    interest expense, net, income taxes and depreciation and amortization
    expenses and excludes special charges and other income, net. Adjusted
    EBITDA is presented because we believe it is frequently used by securities
    analysts, investors and other interested parties in the evaluation of
    companies in our industry. However, other companies in our industry may
    calculate adjusted EBITDA differently than we do. Adjusted EBITDA is not a
    measurement of financial performance under generally accepted accounting
    principles and should not be considered as an alternative to cash flow from
    operating activities or as a measure of liquidity or an alternative to net
    income as indicators of our operating performance or any other measures of
    performance derived in accordance with generally accepted accounting
    principles. See the Statements of Cash Flows and Statements of Operations
    included in our financial statements. A reconciliation of net income (loss)
    to adjusted EBITDA is as follows:



                                    Twelve Months Ended                                    Unaudited
                          ------------------------------------------               -------------------------
                                                                      Nine Months  Three Months Three Months
                                                                         Ended        Ended        Ended
                          March 31,  March 29,  March 28,  March 27,  December 25,  March 27,    March 26,
                            1995       1996       1997       1998         1998         1998         1999
                          ---------  ---------  ---------  ---------  ------------ ------------ ------------
                                                                           
Net income (loss)
 applicable to common
 stock..................  $(18,483)  $ (3,654)  $(13,693)  $(23,193)    $(12,091)    $(15,752)    $ 4,193
Preferred stock
 dividends..............     4,200      4,200      4,916      6,167        4,664        1,558       1,590
Discontinued
 operations--closure
 costs (net of income
 taxes).................    10,603        --         --       4,960          --         4,960         --
Extraordinary item--
 early extinguishment of
 debt (net of income
 taxes).................       --         --         --       5,706          --         5,706         --
Interest expense........     7,581      7,014      7,168     10,720       25,876        5,197       9,955
Interest income.........      (471)      (569)    (1,908)    (2,751)        (981)        (614)     (1,122)
Income tax provision
 (benefit)..............     2,383    (12,290)      (179)     4,175        6,694         (141)      3,855
Depreciation and
 amortization...........    19,150     14,502     14,363     13,158       20,094        5,630       6,321
Special charges.........    19,777     25,326      8,403     14,248       24,971        5,694         --
Other income (expense),
 net....................       --         --         --        (716)         --           --          --
                          --------   --------   --------   --------     --------     --------     -------
Adjusted EBITDA.........  $ 44,740   $ 34,529   $ 19,070   $ 32,474     $ 69,227     $ 12,238     $24,792
                          ========   ========   ========   ========     ========     ========     =======

(4) Excludes acquisition-related capital expenditures.

                                       31


                UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

   The following unaudited pro forma consolidated financial data is derived
from the historical consolidated financial statements of the IT Group, the
consolidated financial statements of OHM, the consolidated financial statements
of GTI, the statement of assets acquired and liabilities assumed and the
statement of operating revenue and expenses of EFM, the consolidated financial
statements of Roche and the consolidated financial statements of EMCON.

   The unaudited pro forma consolidated statement of operations for three
months ended March 26, 1999 and the twelve months ended December 25, 1998 and
the unaudited pro forma consolidated balance sheet as of March 26, 1999 are
adjusted to give effect to the offering of the series A notes and the
application of its net proceeds, and the acquisitions of OHM, GTI, EFM, Roche
and EMCON as if those transactions had occurred as of December 27, 1997 with
respect to the unaudited pro forma consolidated statement of operations, and
March 26, 1999 with respect to the unaudited pro forma consolidated balance
sheet.

   The unaudited pro forma adjustments are based upon available information and
certain assumptions that we believe are factually supportable. The unaudited
pro forma consolidated financial data does not purport to represent what our
consolidated results of operations or consolidated financial position would
have been had the transactions described above actually occurred on the dates
indicated. In addition, the unaudited pro forma consolidated financial data
does not purport to project our consolidated results of operations or
consolidated financial position for the current year or any future date or
period.

   You should read the unaudited pro forma consolidated financial data in
conjunction with the consolidated financial statements of the IT Group, OHM,
GTI and Roche, and the statement of assets acquired and liabilities assumed and
the statement of operating revenue and expenses of EFM, and the related notes
included in this prospectus and the consolidated financial statements of EMCON
incorporated by reference in this prospectus.

                                       32


                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                              March 26, 1999
                                 (In thousands)



                          IT Group    EFM      Roche     EMCON   Acquisition
                           March   March 31, March 31, March 31, and Offering
                          26, 1999   1999      1999      1999    Adjustments    Pro Forma
                          -------- --------- --------- --------- ------------   ----------
                                                              
Assets
Current assets:
  Cash and cash
   equivalents..........  $ 25,229  $  --     $   148   $ 1,048    $ (1,048)(b) $   25,377
  Accounts receivable...   341,079     --      10,897    35,470         --         387,446
  Prepaid expenses and
   other current
   assets...............    18,777     --       3,120     7,420      (4,053)(a)     25,264
  Deferred income
   taxes................    15,927     --         --      3,434      (1,030)(a)     18,331
                          --------  ------    -------   -------    --------     ----------
Total current assets....   401,012     --      14,165    47,372      (6,131)       456,418

Net property, plant, and
 equipment..............    47,857     211      1,717    16,707        (150)(a)     66,342
Intangible assets, net..   356,515     --          40    15,680     108,870 (a)    466,255
                                                                    (14,850)(a)
Deferred income taxes...    90,339     --         642     1,032         320 (a)     92,333
Other assets............    20,287   5,240      2,759     9,978        (420)(a)     47,044
                                                                      9,200 (b)
Long-term assets of
 discontinued
 operations.............    40,048     --         --        --          --          40,048
                          --------  ------    -------   -------    --------     ----------
Total assets............  $956,058  $5,451    $19,323   $90,769    $ 96,839     $1,168,440
                          ========  ======    =======   =======    ========     ==========

Liabilities and
 Stockholders' Equity
Current liabilities:
  Accounts payable......  $145,265  $  --     $11,432   $ 6,300      (5,344)(a) $  157,653
  Accrued liabilities...    86,184   3,246        --      7,650       1,200 (a)    107,480
                                                                      9,200 (a)
  Billings in excess of
   revenues.............     4,492     --       1,557     2,188         --           8,237
  Short-term debt,
   including current
   portion of long-term
   debt.................    18,500     --       1,825     4,681      (4,681)(b)     20,325
  Net current
   liabilities of
   discontinued
   operations...........     5,669     --         --        --          --           5,669
                          --------  ------    -------   -------    --------     ----------
Total current
 liabilities............   260,110   3,246     14,814    20,819         375        299,364
Long-term debt..........   386,567     --         591     8,685     (55,500)(b)    332,176
                                                                     (8,167)(b)
Senior subordinated
 Notes..................       --      --         --        --      225,000 (b)    225,000
8% convertible
 subordinated
 debentures.............    40,235     --         --        --          --          40,235
Other long-term accrued
 liabilities............    25,847     --         --      2,443         --          28,290
Minority interest.......       581     --          76       --          --             657
Commitments and
 contingencies..........       --      --         --        --          --             --
Stockholders' equity
 (deficit)..............   242,718   2,205      3,842    58,822     (64,869)(c)    242,718
                          --------  ------    -------   -------    --------     ----------
Total liabilities and
 stockholders' equity...  $956,058  $5,451    $19,323   $90,769    $ 96,839     $1,168,440
                          ========  ======    =======   =======    ========     ==========



          See notes to unaudited pro forma consolidated balance sheet.

                                       33


            NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

                              March 26, 1999

   (a)--The estimated net purchase price and preliminary adjustments to
historical book value of EFM, Roche and EMCON as a result of the acquisitions
together with the financing and offer costs are as follows (in thousands):



                                          EFM     Roche      EMCON     Total
                                                          
Purchase price:
  Estimated cash consideration......... $74,000  $10,200    $ 61,900  $146,100
  Transaction costs....................   1,050      350       1,000     2,400
  Book value of net assets of
   businesses acquired.................   2,205    3,842      58,822    64,869
                                        -------  -------    --------  --------
                                        $72,845  $ 6,708    $  4,078  $ 83,631
                                        =======  =======    ========  ========

We acquired EFM for $82.0 million in cash, reduced by $8.0 million representing
working capital retained by ICF Kaiser. We acquired Roche for $10.2 million in
cash, subject to the terms of the share purchase agreement and corporate
reorganization with its parent corporation as more fully described in the notes
to the Roche 1998 consolidated financial statements. We acquired EMCON for
$75.2 million, including cash payments of $61.9 million, comprised of $56.3
million for 8,346,919 outstanding shares at $6.75 per share and $5.6 million
for the excess of $6.75 per share less the exercise prices of shares
outstanding under unexercised stock options and the assumption of $13.3 million
of debt, of which $12.8 million was repaid subsequent to the EMCON acquisition
and $0.5 million was retained.

Preliminary allocation of purchase price in excess of net assets acquired (in
thousands):


                                          EFM     Roche      EMCON     Total
                                                          
Prepaid and other current assets....... $    --  $(2,333)*  $ (1,720) $ (4,053)
Deferred income taxes..................      --       --      (1,030)   (1,030)
Write off duplicate fixed assets.......      --       --        (150)     (150)
Acquired goodwill......................      --       --     (14,850)  (14,850)
Deferred income taxes (noncurrent).....     630       --        (310)      320
Other assets (noncurrent)..............      --       --        (420)     (420)
Accounts payable.......................      --    5,344 **       --     5,344
Accrued liabilities, including claims
 and legal costs.......................    (750)      --        (450)   (1,200)
Accrued liabilities, including
 severance ($5.7 million) and lease
 termination costs ($3.5 million)......  (4,500)      --      (4,700)   (9,200)
Estimated adjustment for costs in
 excess of net assets of acquired
 business..............................  77,465    3,697      27,708   108,870
                                        -------  -------    --------  --------
                                        $72,845  $ 6,708    $  4,078  $ 83,631
                                        =======  =======    ========  ========

- --------
   * We did not acquire these assets from Roche.

  ** These liabilities are included in the initial payment of $10.2 million to
     Roche.

   The unaudited pro forma consolidated balance sheet includes an accrued
liability of $9.2 million for severance and lease termination for the EFM and
EMCON acquisitions, which were recorded in accordance with EITF 95-3,
"Recognition of Liabilities in Connection with a Purchase Business
Combination". We have finalized, approved and communicated the transition plans
for EFM and EMCON.

   Severance liabilities for EFM include retention incentives for the
integration of EFM and the IT Group and severance payments totaling $2.0
million to over 70 EFM employees involved in transition integration issues
within corporate selling, general and administrative support, the regional
operating structure and business development functions. Severance liabilities
for EMCON include salary continuation, change in control

                                       34



agreements and severance agreements to twelve executive employees totaling $3.0
million, and severance payments to over 120 EMCON employees in selling, general
and administrative support, the regional operating structure and business
development functions for $0.7 million. Severance liabilities totaling $2.7
million are expected to be paid within a one year period from the acquisition
dates, with the remaining $3.0 million to be paid in periods up to ten years in
accordance with the terms of the agreements.

   Lease termination costs for EFM are $2.5 million for the closure or sublease
of twelve duplicate or excess facilities. Lease termination costs for EMCON are
$1.0 million for the closure or sublease of fourteen duplicate or excess
facilities. Costs of $2.0 million are anticipated to be paid within a twelve-
month period from the acquisition dates, with $1.5 million to be paid over a 5-
year period due to lease commitments.

   There are no known significant unresolved liabilities anticipated by us in
the transition plans.

   Because EFM, Roche and EMCON all operate within the same industry as we do,
serving some of the same customers and having employees with similar technical
talents, we do not believe that identifiable intangibles, other than residual
goodwill, will be acquired in the transactions.

   (b)--Represents the issuance of the series A notes as follows (in
thousands):

                                                                  
  Series A notes offered............................................ $ 225,000
  Capitalized debt issue costs, including initial purchasers'
   discount.........................................................    (9,200)
  Portion used in the EFM, Roche and EMCON acquisitions.............  (148,500)
  Repayment of assumed EMCON debt--short-term.......................    (4,681)
  Repayment of assumed EMCON debt--long-term........................    (8,167)
  Use of acquired EMCON cash in debt paydown........................     1,048
                                                                     ---------
  Represents amount of paydown on revolving credit facility......... $  55,500
                                                                     =========



   (c)--Represents elimination of owners equity of EFM, Roche and EMCON.

                                       35



         UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                     Three Months ended March 26, 1999

                              (In thousands)



                           IT Group       EFM         Roche        EMCON
                         Three months Three months Three months Three months
                            ended        ended        ended        ended      Acquisition
                          March 26,    March 31,    March 31,    March 31,    and Offering
                             1999       1999(4)      1999(5)      1999(6)    Adjustments(7)  Pro Forma
                                                                           
Revenues................   $257,974     $29,939       $5,543      $30,226       $   --       $323,682
Cost and expenses:
  Cost of revenues......    224,677      23,351        3,030       17,535            (7)(a)   267,961
                                                                                   (625)(b)       --
  Selling, general, and
   administrative
   expenses.............     14,826       4,723        2,643       13,239           520 (c)    31,176
                                                                                 (1,650)(b)       --
                                                                                 (1,575)(b)       --
                                                                                 (1,550)(b)       --
                           --------     -------       ------      -------       -------      --------
Operating income
 (loss).................     18,471       1,865         (130)        (548)        4,887        24,545
Interest expense........     (9,955)        --           (51)        (337)       (5,121)(d)   (15,464)
Interest income.........      1,122         --           --            92           --          1,214
Other income (expense),
 net....................        --          --            25           30           --             55
                           --------     -------       ------      -------       -------      --------
Income (loss) from
 continuing operations
 before income taxes....      9,638       1,865         (156)        (763)         (234)       10,350
(Provision) benefit for
 income taxes...........     (3,855)        --            44          378          (587)(c)    (4,020)
                           --------     -------       ------      -------       -------      --------
Net income (loss).......      5,783       1,865         (112)        (385)         (821)        6,330
Less preferred
 dividends..............     (1,590)        --           --           --            --         (1,590)
                           --------     -------       ------      -------       -------      --------
Net income (loss)
 applicable to common
 stock..................   $  4,193     $ 1,865       $ (112)     $  (385)      $  (821)     $  4,740
                           ========     =======       ======      =======       =======      ========


  See notes to unaudited pro forma consolidated statement of operations.

                                       36



         UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     Twelve Months ended December 25, 1998

                              (In thousands)



                      IT Group     IT Group       OHM           GTI
                    Nine months  Three months  Two months  Eleven months     EFM         Roche        EMCON
                       ended        ended        ended         ended      Year ended   Year ended   Year ended   Acquisition
                    December 25,  March 27,   February 24,  October 31,  December 31, December 31, December 31,  and Offering
                      1998(1)      1998(1)      1998(2)       1998(3)      1998(4)      1998(5)      1998(6)    Adjustments(7)
                                                                                        
Revenues..........    $757,435     $136,038     $59,449      $182,243      $105,906     $28,250      $151,348      $    --
Cost and expenses:
  Cost of
   revenues.......     666,474      119,554      56,668       148,209        80,918      16,925        98,137          (917)(a)
                                                                                                                     (7,500)(b)
  Selling,
   general, and
   administrative
   expenses.......      41,828       10,592       6,893        28,705        18,863      11,171        49,373         3,456 (c)
                                                                                                                    (16,200)(b)
                                                                                                                    (14,700)(b)
                                                                                                                     (9,650)(b)
  Special
   charges........      24,971        5,694         --            --            --          --             (4)           --
                      --------     --------     -------      --------      --------     -------      --------      --------
Operating income
 (loss)...........      24,162          198      (4,112)        5,329         6,125         154         3,842        45,511
Interest expense..     (25,876)      (5,197)     (1,071)          --            --         (278)       (1,234)      (25,128)(d)
Interest income...         981          614         292           649           --            7           548           --
Other income
 (expense), net...         --           716      (2,774)         (625)          --         (236)          (15)          --
                      --------     --------     -------      --------      --------     -------      --------      --------
Income (loss) from
 continuing
 operations before
 income taxes.....        (733)      (3,669)     (7,665)        5,353         6,125        (353)        3,141        20,383
(Provision)
 benefit for
 income taxes.....      (6,694)         141       3,066        (4,257)          --          435        (1,508)       (6,665)(e)
                      --------     --------     -------      --------      --------     -------      --------      --------
Net income
 (loss)...........      (7,427)      (3,528)     (4,599)        1,096         6,125          82         1,633        13,718
Less preferred
 dividends........      (4,664)      (1,558)        --            --            --          --            --            --
                      --------     --------     -------      --------      --------     -------      --------      --------
Net income (loss)
 applicable to
 common stock.....    $(12,091)    $ (5,086)    $(4,599)     $  1,096      $  6,125     $    82      $  1,633      $ 13,718
                      ========     ========     =======      ========      ========     =======      ========      ========

                    Pro Forma
                 
Revenues..........  $1,420,669
Cost and expenses:
  Cost of
   revenues.......   1,178,468
                           --
  Selling,
   general, and
   administrative
   expenses.......     130,331
                           --
                           --
                           --
  Special
   charges........      30,661
                    -----------
Operating income
 (loss)...........      81,209
Interest expense..     (58,784)
Interest income...       3,091
Other income
 (expense), net...      (2,934)
                    -----------
Income (loss) from
 continuing
 operations before
 income taxes.....      22,582
(Provision)
 benefit for
 income taxes.....     (15,482)
                    -----------
Net income
 (loss)...........       7,100
Less preferred
 dividends........      (6,222)
                    -----------
Net income (loss)
 applicable to
 common stock.....  $      878
                    ===========


  See notes to unaudited pro forma consolidated statement of operations.

                                       37


       NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

  Three Months ended March 26, 1999 and Twelve Months ended December 25, 1998

General

   (1) In June 1998, we changed our fiscal year-end from the last Friday in
March to the last Friday in December of each year effective with the nine
months ended December 25, 1998. Therefore, our statements of operations for the
nine months ended December 25, 1998 and the three months ended March 27, 1998
were used for purposes of preparing the unaudited pro forma consolidated
statement of operations to present a complete twelve months of our operations.

   (2) In January 1998, we entered into a merger agreement to acquire OHM. The
transaction was effected through a two-step process consisting of (a) the
acquisition on February 25, 1998 of 54% of OHM through a cash tender offer for
a total consideration of approximately $160.2 million plus approximately $4.6
million in asset acquisition costs and (b) the acquisition of the remaining 46%
of the outstanding OHM stock in the merger providing for the issuance of
12,900,000 shares of our common stock and cash payment of approximately $30.8
million. OHM was included in our historic statement of operations from February
25, 1998 to December 25, 1998. OHM operations for the two months ended February
24, 1998 have been included in the unaudited pro forma consolidated statement
of operations to present a complete twelve months of OHM's operations.

   (3) On December 2, 1998, we acquired GTI for a total consideration of $69.4
million plus approximately $2.0 million in transaction costs. GTI was included
in our historic statement of operations from December 2, 1998 to December 25,
1998. The GTI eleven months ended October 31, 1998 historic statement of
operations has been included in the unaudited pro forma consolidated statement
of operations to present a complete twelve months of GTI's operations.

   (4) On April 9, 1999, we purchased specified assets of EFM for $82.0 million
in cash, reduced by $8.0 million representing working capital retained by ICF
Kaiser. We also agreed to assume certain liabilities of EFM. The EFM March 31,
1999 and December 31, 1998 historic statements of assets acquired and
liabilities assumed and statements of operating revenue and expenses have been
included in the unaudited pro forma consolidated statements of operations
assuming the acquisition occurred as of the beginning of the periods presented.

   (5) On March 31, 1999, we acquired all of the capital stock of Roche for
$10.2 million in cash, subject to the terms of a share purchase agreement and
corporate reorganization as described in the notes to the Roche 1998 financial
statements. The final purchase price is subject to a net book value adjustment
and future earnout consideration. The March 31, 1999 and the December 31, 1998
historic financial statements of Roche have been included in the unaudited pro
forma consolidated statements of operations assuming the acquisition occurred
as of the beginning of the periods presented. The historic statement of
operations for the twelve months ended December 31, 1998 has been adjusted for
the elimination of a completed contract and certain assets and liabilities that
we did not acquire as follows (in thousands); there was no material effect to
operating results for these excluded assets and liabilities for the three
months ended March 31, 1999:



                                  Historic year                  Year ended
                                      ended                     December 31,
                                December 31, 1998 Adjustments 1998, as adjusted
                                                     
Selling, general and
 administrative expenses .....       $11,561        $  (390)       $11,171
Other income (expense), net
 .............................        (4,590)         4,354           (236)
Income (loss) from continuing
 operations before income
 taxes .......................        (5,097)         4,744           (353)
(Provision) benefit for income
 taxes .......................         1,649         (1,214)           435
                                     -------        -------        -------
Net income (loss) ............       $(3,448)       $ 3,530        $    82
                                     =======        =======        =======


                                       38



   (6) On June 15, 1999, we acquired all of the capital stock of EMCON
for $61.9 million plus the assumption of approximately $13.3 million in debt
and approximately $1.0 million in transaction costs. The EMCON March 31, 1999
and December 31, 1998 historic financial statements have been included in the
unaudited pro forma consolidated statements of operations assuming the
acquisition occurred as of the beginning of the periods presented.

   (7) Adjustments to reflect the OHM, GTI, EFM, Roche, and EMCON acquisitions
(the final purchase price allocation will be based upon a final determination
of the fair values of the net assets acquired):

     (a) The following represents decreased depreciation expense related to
  the elimination of duplicate property, plant and equipment acquired in the
  OHM, GTI and EMCON acquisitions (dollars in thousands):



                                           Months not   Months not
                                          Included in  Included in  Twelve Months Three Months
                                          Twelve-Month Three-Month      ended         ended
                          Write-down of     IT Group     IT Group   December 25,    March 26,
                         Property, Plant, Statement of Statement of 1998 Adjusted 1999 Adjusted
                          and Equipment    Operations   Operations  Depreciation  Depreciation
                         ---------------- ------------ ------------ ------------- -------------
                                                                   
OHM.....................     $33,000            2           --         $ (458)        $ --
GTI.....................       2,341           11           --           (429)          --
EMCON...................         150           12            3            (30)          (7)
                                                                       ------         ----
                                                                       $(917)         $ (7)
                                                                       ======         ====


   The average historic remaining useful life of property, plant and equipment
written down to estimated fair value is between five and twelve years.

     (b) Represents the elimination of duplicative personnel and real estate
  costs related to OHM, GTI, EFM and EMCON that have not been included in the
  historic financial statements. We have formulated a restructuring plan and
  accrued the liability pursuant to EITF Issue No. 95-3, "Recognition of
  Liabilities in Connection with a Purchase Business Combination." This entry
  represents the pro forma effect of commencing the restructuring plan as of
  the beginning of the pro forma period. The amounts eliminated include the
  following (in thousands):

   Three months ended March 26, 1999:



                                                        Cost Eliminations
                                                   ---------------------------
                                                   EFM (iii) EMCON (iv) Total
                                                               
Facility costs....................................  $  375     $  250   $  625
Corporate selling, general and administrative
 costs............................................     650      1,000    1,650
Business development and bid proposal costs.......     825        750    1,575
Regional costs....................................     550      1,000    1,550
                                                    ------     ------   ------
Net costs eliminated..............................  $2,400     $3,000   $5,400
                                                    ======     ======   ======


   Twelve months ended December 25, 1998:



                                               Cost Eliminations
                                  --------------------------------------------
                                            GTI
                                  OHM (i)  (ii)   EFM (iii) EMCON (iv)  Total
                                                        
Facility costs................... $  500  $ 4,500  $1,500    $ 1,000   $ 7,500
Corporate selling, general and
 administrative costs............  1,500    8,100   2,600      4,000    16,200
Business development and bid
 proposal costs..................  4,500    3,900   3,300      3,000    14,700
Regional costs...................  1,250    2,200   2,200      4,000     9,650
                                  ------  -------  ------    -------   -------
Net costs eliminated............. $7,750  $18,700  $9,600    $12,000   $48,050
                                  ======  =======  ======    =======   =======


       (i) The OHM cost eliminations are attributable to the reduction of
    over 500 personnel in the corporate, selling, general and
    administration areas, business development and proposal preparation,

                                       39



    and from elimination of a regional operating structure, which resulted
    in the combination or closure of fourteen existing facilities.

       (ii) The GTI cost eliminations are attributable to the reduction of
    over 300 personnel in the corporate, selling, general and
    administration areas, business development and proposal preparation and
    from elimination of a regional operating structure, which resulted in
    the combination or closure of fifteen existing facilities.

       (iii) The EFM cost eliminations as the result of putting the
    restructuring plan into action subsequent to the acquisition are
    attributable to the reduction of more than 75 personnel and the
    combination or closure of twelve existing offices.

       (iv) The EMCON cost eliminations are attributable to the
    restructuring plan that is being put into effect which includes the
    reduction of more than 125 personnel and the elimination of a regional
    operating structure, including the combination or closure of fourteen
    existing offices.

     (c) The following represents the amortization expense related to the
  increase in goodwill which is amortized over a period of 40 years (dollars
  in thousands).




                                    Months not Included Months not Included Twelve Months ended Three Months ended
                         Estimated    in Twelve-Month     in Three-Month     December 25, 1998    March 26, 1999
                          Goodwill  IT Group Statement  IT Group Statement       Adjusted            Adjusted
                         Adjustment    of Operations       of Operations       Amortization        Amortization
                                                                                 
OHM.....................  $282,350            2                 --                $1,177                --
GTI.....................     5,392           11                 --                   124                --
EFM.....................    77,465           12                   3                1,936                484
Roche...................     3,697           12                   3                   93                 23
EMCON...................    27,708*          12                   3                  126                 13
                                                                                  ------               ----
                                                                                  $3,456               $520
                                                                                  ======               ====

- --------

* Includes $14.8 million of acquired goodwill, and the incremental effect of
  change in amortization periods to 40 years from periods ranging from 10 to 30
  years, net of recorded amortization expense of $0.6 million for the twelve
  months ended December 25, 1998 and $0.2 million for the three months ended
  March 26, 1999.

     (d) Reflects adjustments for additional interest expense assuming the
  offering of series A notes and acquisitions occurred on December 27, 1997.
  The increase in interest expense and the addition to amortization of
  deferred financing costs reflects the change in term loans and revolving
  credit facility (dollars in thousands):



                                             Twelve Months ended Three Months ended
                                  Additional  December 25, 1998    March 26, 1999
                                    Drawn     Interest Expense    Interest Expense
                          Rate      Amount     Adjustments(i)        Adjustment
                                                     
Credit facilities:
  Term loan.............    8.50%  $191,000        $ 3,360            $   --
  Revolving credit
   facility.............    8.00     71,397          5,236                --
Senior Subordinated
 Notes due 2009.........   11.25    225,000         25,313              6,328
Reduction of revolving
 credit facility........    8.00    (55,500)        (4,440)            (1,110)
Repayment of assumed
 EMCON debt(iii)........ various    (12,800)        (1,194)              (327)
Amortization of
 capitalized financing
 fees for the series A
 note offering..........                               920                230
Tender loan origination
 costs(ii)..............                            (4,067)               --
                                                   -------            -------
Total adjustment........                           $25,128            $ 5,121
                                                   =======            =======


        (i) Interest expense adjustment reflects months not included in our
    actual statement of operations for the twelve months ended December 25,
    1998 and timing of actual borrowing.

                                       40



         (ii) We expensed the tender loan origination costs during the
    twelve months ended December 25, 1998 since the facility was
    refinanced. We would not have incurred these costs had the OHM
    transaction been completed on December 27, 1997.

          (iii) We repaid $12.8 million of assumed EMCON debt which bore
    interest at various rates and for which the historical interest
    expense, net of assumed debt not repaid, was $1.2 million for the
    twelve months ended December 25, 1998 and $0.3 million for the three
    month ended March 26, 1999.

   Financing fees capitalized are being amortized over the life of the notes.

   Pro forma consolidated debt of $335.3 million has variable interest rates.
The effect on the results of operations of a change in the assumed interest
rates of 12.5 basis points would be approximately $0.3 million for the twelve
months ended December 25, 1998.

     (e) Adjustment to reflect income taxes as the amount which would have
  been recognized on a consolidated basis assuming the merged entity would
  generate future taxable income sufficient to realize the deferred tax
  benefit recognized. The difference between the statutory rate and the
  effective rate is primarily related to nontax-deductible goodwill
  amortization and increases to the deferred tax valuation allowance as
  follows (in thousands):



                                                                   Three Months
                                                       Year ended     ended
                                                      December 25,  March 26,
                                                          1998         1999
                                                             
  Pro forma income before income taxes ..............   $22,582      $10,350
  Permanent difference related to goodwill
   amortization .....................................     7,325        1,831
                                                        -------      -------
  Estimated pro forma taxable income ................    29,907       12,181
  Estimated statutory rate ..........................        40%          40%
                                                        -------      -------
                                                         11,963        4,872
  Research and development tax credits ..............    (2,540)        (852)
  Deferred tax asset valuation allowance adjustment
   ..................................................     6,059          --
                                                        -------      -------
  Pro forma tax expense .............................   $15,482      $ 4,020
                                                        =======      =======


Other

   (8) The following is our adjusted EBITDA, depreciation and amortization and
capital expenditures on a pro forma basis for the three months ended March 26,
1999 and the year ended December 25, 1998:



                           IT Group       EFM         Roche        EMCON
                         Three months Three months Three months Three months Acquisition
                            ended        ended        ended        ended         and
                          March 26,    March 31,    March 31,    March 31,    Offering     Pro
                             1999         1999         1999         1999     Adjustments  Forma
                                                                       
Adjusted EBITDA(9)......   $24,792       $1,876       $  13        $  592      $5,400    $32,673
Net income (loss).......     5,783        1,865        (112)         (385)       (821)     6,330
Depreciation and
 amortization...........     6,321           11         143         1,140         513      8,128
Capital expenditures....     3,480          --           24         1,219         --       4,723




                    IT Group     IT Group       OHM
                  Nine months  Three months  Two months       GTI          EFM         Roche        EMCON
                     ended        ended        ended     Eleven months  Year ended   Year ended   Year ended  Acquisition
                  December 25,  March 27,   February 24, ended October December 31, December 31, December 31, and Offering
                      1998         1998         1998       31, 1998        1998         1998         1998     Adjustments
                                                                                      
Adjusted
 EBITDA(9)......    $69,227      $11,522      $(1,923)      $8,573        $6,183        $540        $8,282      $48,050
Net income
 (loss).........     (7,427)      (3,528)      (4,599)       1,096         6,125          82         1,633       13,718
Depreciation and
 amortization ..     20,094        5,630        2,189        3,244            58         386         4,444        2,539
Capital
 expenditures...      6,860        2,226        1,612        4,784           --          207         4,094          --

                    Pro
                   Forma
               
Adjusted
 EBITDA(9)......  $150,454
Net income
 (loss).........     7,100
Depreciation and
 amortization ..    38,584
Capital
 expenditures...    19,783



                                       41



   (9) Adjusted EBITDA represents earnings from continuing operations before
interest expense, net, income taxes and depreciation and amortization expenses
and excludes special charges and other income, net. Adjusted EBITDA should not
be considered as an alternative to cash provided by operations as a measure of
liquidity, or to net income as a measure of profitability. Adjusted EBITDA and
related ratios have been included because we use them as one means of analyzing
our ability to service our debt, our lenders use them for the purpose of
analyzing our performance with respect to the credit agreement and the senior
subordinated notes, and we understand that they are used by certain investors
as one measure of a company's historical ability to service debt. Not all
companies calculate adjusted EBITDA in the same fashion and therefore adjusted
EBITDA as presented may not be comparable to other similarly titled measures of
other companies.

                                       42


  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
                                   CONDITION

RESULTS OF OPERATIONS



Three Months Ended March 26, 1999 Compared to Three Months Ended March 27, 1998

 Revenues and Gross Margins

   Company. Revenues for the three months ended March 26, 1999 increased $122.0
million or 89.7% to $258.0 million, compared to revenues of $136.0 million
reported in the three months ended March 27, 1998. This significant increase in
revenues is primarily attributable to the acquisitions of OHM and GTI.

   Our gross margin for the quarter ended March 26, 1999 increased to 12.9% of
revenues, a slight increase from 12.6% of revenues reported in the quarter
ended March 27, 1998. In the 1999 fiscal year, we expect to maintain these
gross margin levels. However, our ability to maintain or improve our gross
margin levels is heavily dependent on various factors including utilization of
professional staff, proper execution of projects, successful bidding of new
contracts at adequate margin levels and continued realization of overhead
savings achieved upon the complete integration of recent acquisitions.

   Engineering & Construction. Revenues from the Engineering & Construction
segment were $178.7 million for the three months ended March 26, 1999 compared
to $105.7 million for the three months ended March 27, 1998, an increase of
approximately 70% primarily attributable to the OHM acquisition. Our
Engineering & Construction segment includes revenues from the DOD, DOE and
commercial clients. Revenues from the DOD and a small number of other
government agencies were $115.6 million in the three months ended March 26,
1999 or $52.5 million greater than the $63.1 million of DOD revenues in the
three months ended March 27, 1998. DOE revenues of $23.5 million in the three
months ended March 26, 1999 were $10.3 million higher than the $13.2 million of
DOE revenues reported in the three months ended March 27, 1998. Commercial
revenues were $39.5 million in the three months ended March 26, 1999 or $9.5
million higher than the $30.0 million of commercial revenues reported in the
three months ended March 27, 1998.

   A substantial percentage of our revenues continue to be earned from federal
government contracts with various federal agencies. Revenues from federal
governmental contracts accounted for 61% of our consolidated revenues in both
the three months ended March 26, 1999 and the three months ended March 27,
1998. Although the percentage of revenues from federal government contracts
remained about the same for the two comparable periods, the absolute dollars of
federal government revenues increased to $158.4 million in the three months
ended March 26, 1999 compared to $83.4 million in the three months ended March
27, 1998. This increase is primarily attributable to the OHM acquisition.
Federal government revenues are derived principally from work performed for the
DOD and, to a lesser extent, the DOE. We expect to continue to earn a
substantial portion of our Engineering & Construction revenues from the DOD
indefinite delivery order contracts which are primarily related to remedial
action work. In addition, management expects to increase our revenues from the
DOE in the future due to an expected transition by the DOE over the next
several years to emphasize remediation, as opposed to studies, combined with
our favorable experience in winning and executing similar work for the DOD and
our past performance on DOE contracts. We have begun to benefit from this
transition with the commencement in 1998 of a $122.0 million project to perform
the excavation, pretreatment and drying of an estimated one million tons of
materials for the DOE's Fernald Environmental Management Project.

   The increase in commercial revenues in this segment for the three months
ended March 26, 1999 is primarily attributable to the OHM acquisition. However,
revenue growth from the commercial sector, excluding recent acquisitions, could
be restricted in fiscal 1999 partly due to increased emphasis on competitive
bids and commercial clients delaying certain work until final Congressional
action is taken on the reauthorization of CERCLA. As for CERCLA, it is
uncertain when reauthorization will occur or what the details of the
legislation, including retroactive liability, cleanup standards, and remedy
selection, may include. Uncertainty

                                       43



regarding possible rollbacks of environmental regulation and/or reduced
enforcement could further decrease the demand for our services, as clients
anticipate and adjust to the new regulations. These factors have been partially
offset by an increased desire on the part of commercial clients for strategic
environmental services that provide an integrated, proactive approach to
environmental issues and that are driven by economic, as opposed to legal or
regulatory, concerns. Further, legislative or regulatory changes could also
result in increased demand for our services if such changes decrease the cost
of remediation projects or result in more funds being spent for actual
remediation. The ultimate impact of any such changes will depend upon a number
of factors, including the overall strength of the U.S. economy and clients'
views on the cost effectiveness of the remedies available.

   Our Engineering & Construction segment profit was $19.9 million for the
three months ended March 26, 1999 compared to the $11.8 million segment profit
for the three months ended March 27, 1998. This increase is primarily
attributable to the OHM acquisition. The Engineering & Construction segment
profit was 11.1% of Engineering & Construction revenues for the three months
ended March 26, 1999 and March 27, 1998.

   Consulting & Ventures. Revenues from our Consulting & Ventures segment were
$48.8 million for the three months ended March 26, 1999 compared to $23.5
million reported during the three months ended March 27, 1998, an increase of
approximately 108%. Most of the revenues from Consulting & Ventures are derived
from commercial clients. The increase in these revenues is primarily due to the
GTI acquisition in December 1998. Excluding any future acquisitions, revenue
growth from the commercial sector could be restricted as discussed above under
Engineering & Construction.

   Our Consulting & Ventures segment profit was $7.5 million in the three
months ended March 26, 1999, an increase of 154% when compared to the $3.0
million segment profit reported in the three months ended March 27, 1998. The
Consulting & Ventures segment profit was 15.5% and 12.6% of Consulting &
Ventures revenues for the three months ended March 26, 1999 and the three
months ended March 27, 1998, respectively. The increase in absolute dollars and
as a percentage of revenue is primarily attributable to the cost savings
related to the acquisition of GTI.

   Outsourced Services. Outsourced Services revenues were $23.3 million for the
three months ended March 26, 1999 compared to $6.8 million reported in the
three months ended March 27, 1998. This increased revenue is attributable to
the OHM acquisition and the inclusion of its outsourcing operations in our
results of operations for the entire three months ended March 26, 1999, as
opposed to the one month of revenues included in the three months ended March
27, 1998. Our outsourcing operations provide a range of project, program and
construction management services to the DOD as well as state and local
government agencies.

   Our Outsourced Services segment profit was $1.3 million for the three months
ended March 26, 1999, an increase of $0.4 million when compared to the $0.9
million segment profit reported in the three months ended March 27, 1998. The
outsourcing segment profit was 5.7% of the outsourcing revenues for the three
months ended March 26, 1999.

   International. International revenues were $7.2 million for the three months
ended March 26, 1999 compared to no revenues for the three months ended March
27, 1998. The increase is the result of the GTI acquisition on December 3, 1998
and an adjustment to certain projects performed in Taiwan by our 50.1% owned
subsidiary, CMIT, for the three months ended March 27, 1998.

   Our International segment reported a profit of $0.2 million for the three
months ended March 26, 1999 compared to a loss of $1.4 million in the three
months ended March 27, 1998. This improvement is primarily due to improved
project margins on several projects in Taiwan in the three months ended March
26, 1999. We undertook to improve management oversight, project management
skills and change order negotiation efforts. We believe these efforts will
minimize future potential losses and provide the basis for profitable Taiwan
operations. The GTI acquisition increased the size of the International
platform with operations primarily in Australia, the United Kingdom and Italy.
The GTI acquisition included approximately $80.0 million of contract

                                       44



backlog for work to be performed for the U.S. Air Force Center for
Environmental Excellence under a worldwide five-year indefinite delivery order
cost-reimbursable contract. We expect to increase the segment further with the
acquisition of Roche completed on March 31, 1999.

   Backlog. Our total funded and unfunded backlog at March 26, 1999 was
approximately $3.5 billion. We expect to earn revenues from our backlog
primarily over the next one to five years, with a substantial portion of the
backlog consisting of federal government contracts many of which are subject to
annual funding and definition of project scope. The backlog at March 26, 1999
includes $2.6 billion of future work we estimate we will receive, based on
historical experience, under existing indefinite delivery order programs. In
accordance with industry practices, substantially all of our contracts are
subject to cancellation, delay or modification by the customer.

   Our backlog at any given time is subject to changes in scope of services
which may lead to increases or decreases in backlog amounts. These scope
changes have led to a number of contract claims requiring negotiations with
clients in the ordinary course of business.

 Selling, General and Administrative Expenses

   Selling, general and administrative expenses were 5.7% of revenues for the
three months ended March 26, 1999 compared to 7.8% of revenues in the three
months ended March 27, 1998. This decrease is primarily attributable to the
elimination of certain duplicative overhead functions and other cost savings
achieved as a result of the OHM acquisition. In fiscal 1999, management expects
selling, general and administrative expenses to decrease slightly as a
percentage of revenue because we anticipate additional cost savings to be
achieved from the GTI acquisition that occurred on December 3, 1998, as well as
cost savings from the recently completed EFM acquisition.

   Selling, general and administrative expenses include goodwill amortization
expense of $2.6 million for the three months ended March 26, 1999 and $0.3
million for the three months ended March 27, 1998. The significant increase to
goodwill amortization is primarily due to the OHM acquisition. Selling, general
and administrative expenses, excluding goodwill, were 4.7% of revenues for the
three months ended March 26, 1999 and 7.6% of revenues for the three months
ended March 27, 1998.

 Special Charges

   A special charge of $5.7 million for integration costs associated with the
acquisition of OHM was recorded in the quarter ended March 27, 1998 as outlined
below:



                                           Three Months Ended March 27, 1998
                                         --------------------------------------
                                                                        Reserve
                                                                        balance
                                                      Special             at
                                         Cash/Noncash Charges  Activity 3/26/99
                                         ------------ -------  -------- -------
                                                    (In thousands)
                                                            
Integration costs--OHM acquisition
  Severance.............................     Cash     $(2,197)  $2,197   $ --
  Duplicative offices/assets............     Cash      (2,478)   1,658    (820)
  Other.................................     Cash      (1,019)   1,019     --
                                                      -------   ------   -----
  Total.................................              $(5,694)  $4,874   $(820)
                                                      =======   ======   =====


                                       45



   The $5.7 million special charge for integration costs associated with the
acquisition of OHM included $2.2 million of costs for severance and $3.5
million of costs and other related items for closing and eliminating
duplicative offices. As part of the plan of integration, we laid-off more than
100 IT employees, primarily in the operating group and administrative support
functions. In addition, as part of the plan we closed three leased facilities,
reduced the size of three more facilities and subleased a portion of eight
additional facilities. As of March 26, 1999, $0.8 million of the integration
charge remained to be paid. The remaining costs relate to the facility closures
and office consolidations and will be paid over the remaining terms of the
leases. Most of these lease commitments will be paid within the next three
years. One lease requires payments over the next six years.

 Interest, Net

   Net interest expense represented 3.4% of revenues in both the quarter ended
March 26, 1999 and the quarter ended March 27, 1998. In absolute dollars, net
interest expense was $8.8 million and $4.6 million for the three months ended
March 26, 1999 and March 27, 1998, respectively. This increase in the net
interest expense is due principally to the increased level of debt required to
finance the OHM and GTI acquisitions.

 Income Taxes

   We recorded an income tax provision (benefit) for the three month period
ended March 26, 1999 and March 27, 1998 in the amount of $3.9 million and
($0.1) million, respectively. The provision for income tax was calculated
utilizing an effective tax rate of 40% of income for the three months ended
March 26, 1999. The benefit for income taxes for the three months ended March
27, 1998 was calculated utilizing a 38% effective rate on income excluding
special charges and giving effect to changes in our deferred tax valuation
allowance.

 Extraordinary Item

   For the three months ended March 27, 1998, we recorded a $5.7 million
charge, net of income tax benefit of $3.5 million, for the early extinguishment
of $65.0 million of senior debt which was refinanced in connection with the
acquisition of OHM. We incurred a $5.6 million payment for the make whole
interest provision as a result of retiring our $65.0 million senior debt early
in accordance with the loan agreement. In addition, we also expensed
approximately $3.6 million related to the unamortized loan origination expenses
associated with issuing the $65.0 million senior debt.

 Dividends

   Our reported dividends for the first quarter ended March 26, 1999 and March
27, 1998 were $1.6 million for each quarter. Our reported dividends for first
quarter ended March 27, 1998 include imputed dividends of $0.5 million, which
are not payable in cash or stock.

   Our dividends are summarized below:



                                                          Fiscal quarter ended
                                                          ---------------------
                                                          March 26,  March 27,
                                                             1999       1998
                                                          ---------- ----------
                                                               
Dividend Summary on Preferred Stock
7% Cumulative convertible exchangeable
  . Cash dividend........................................ $  898,000 $  899,000
6% Cumulative convertible participating
  . Cash dividend........................................    692,000        --
  . Imputed non-cash dividend............................        --     480,000
  . In-kind 3% stock dividend............................        --     179,000
                                                          ---------- ----------
    Total................................................ $1,590,000 $1,558,000
                                                          ========== ==========


                                       46



Nine Months Ended December 25, 1998 Compared to Twelve Months Ended March 27,
1998

 Change in Fiscal Year

   In June 1998, we changed our fiscal year-end from the last Friday in March
to the last Friday in December of each year effective with the nine months
ended December 25, 1998. Accordingly, the following discussion compares
financial results for a nine-month period to a full twelve-month year.
Likewise, the financial results for the nine-month period ended December 25,
1998 include OHM's results for the entire nine-month period while the financial
results for the twelve-month period ended March 27, 1998 include only one month
of OHM financial results because we acquired 54% of OHM on February 25, 1998.
In addition, our operating results will be discussed based on the business
platforms we established when we adopted Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" for the nine months ended December 25, 1998. These platforms
include engineering & construction, consulting & ventures, outsourced services
and international.

 Revenues and Gross Margin

   Company. Revenues for the nine months ended December 25, 1998 were $757.4
million, an increase of approximately 71%, when compared to the $442.2 million
in revenues reported in the twelve months ended March 27, 1998. This increase
is primarily attributable to higher revenues in the engineering & construction
platform resulting from the OHM acquisition.

   Our gross margin for the nine months ended December 25, 1998 was 12.0%,
slightly higher than the 11.6% gross margin reported in the twelve months ended
March 27, 1998. In the 1999 fiscal year, management expects to maintain these
gross margin levels. However, our ability to maintain or improve our gross
margin levels is heavily dependent on various factors including utilization of
professional staff, proper execution of projects, successful bidding of new
contracts at adequate margin levels and continued realization of overhead
savings achieved upon the completed integration of recent acquisitions.

   Engineering & Construction. Revenues from the engineering & construction
platform were $597.9 million for the nine months ended December 25, 1998
compared to $346.1 million for the twelve months ended March 27, 1998, an
increase of approximately 73%. Our engineering & construction platform includes
revenues from the DOD, DOE and commercial clients. Revenues from the DOD and a
small number of other government agencies were $363.0 million in the nine
months ended December 25, 1998 or $163.6 million greater than the $199.4
million of DOD revenues in the twelve months ended March 27, 1998. DOE revenues
of $79.8 million in the nine months ended December 25, 1998 were $39.3 million
higher than the $40.5 million of DOE revenues reported in the twelve months
ended March 27, 1998. Commercial revenues were $155.1 million in the nine
months ended December 25, 1998 or $48.9 million higher than the $106.2 million
of commercial revenues reported in the twelve months ended March 27, 1998.

   A substantial percentage of our revenues continue to be earned from federal
governmental contracts with various federal agencies. Revenues from federal
governmental contracts accounted for 69% of our revenues in the nine months
ended December 25, 1998 compared to 58% in the twelve months ended March 27,
1998. The increase in government revenues for the nine months ended December
25, 1998 both in absolute dollars and as a percentage of revenue is primarily
attributable to the OHM acquisition. Federal governmental revenues are derived
principally from work performed for the DOD and, to a lesser extent, the DOE
and are thus included in our engineering & construction platform. We expect to
continue to earn a substantial portion of our engineering & construction
revenues from the DOD indefinite delivery order contracts which are primarily
related to remedial action work. In addition, management expects to increase
our revenues from the DOE in the future due to an expected transition by the
DOE over the next several years to emphasize remediation, as opposed to
studies, combined with our favorable experience in winning and executing
similar work for the DOD and our past performance of DOE studies. We believe
that we have begun to benefit from this transition by the DOE with the
commencement in 1998 of a $122.0 million project to perform the excavation,
pretreatment and drying of an estimated one million tons of materials for the
DOE's Fernald Environmental Management Project.

                                       47



   The increase in commercial revenues for the nine months ended December 25,
1998 is primarily attributable to the OHM acquisition. However, revenue growth
from the commercial sector, excluding recent acquisitions, could be restricted
in the near term partly due to increased emphasis on competitive bids and
commercial clients delaying certain work until final Congressional action is
taken on the reauthorization of CERCLA. As for CERCLA, it is uncertain when
reauthorization will occur or what the details of the legislation, including
retroactive liability, cleanup standards and remedy selection, may include.
Uncertainty regarding possible rollbacks of environmental regulation and/or
reduced enforcement could further decrease the demand for our services, as
clients anticipate and adjust to the new regulations. These factors have been
partially offset by an increased desire on the part of commercial clients for
strategic environmental services that provide an integrated, proactive approach
to environmental issues and that are driven by economic, as opposed to legal or
regulatory, concerns. Further, legislative or regulatory changes could also
result in increased demand for our services if such changes decrease the cost
of remediation projects or result in more funds being spent for actual
remediation. The ultimate impact of any such changes will depend upon a number
of factors, including the overall strength of the U.S. economy and clients'
views on the cost effectiveness of the remedies available.

   Our engineering & construction platform segment profit was $63.8 million for
the nine months ended December 25, 1998, an increase of 72% when compared to
the $37.0 million segment profit for the twelve months ended March 27, 1998.
This increase is primarily attributable to the OHM acquisition. The engineering
& construction segment profit was 10.7% of engineering & construction revenues
for both the nine months ended December 25, 1998 and for the twelve months
ended March 27, 1998.

   Consulting & Ventures. Revenues from our consulting & ventures platform were
$79.4 million for the nine months ended December 25, 1998 compared to $79.6
million reported during the twelve months ended March 27, 1998, a decrease of
approximately 0.3%. Most of the revenues from consulting & ventures are derived
from commercial clients. The increase in these revenues on an annualized basis
is primarily due to four acquisitions of specialized companies during the
twelve months ended March 27, 1998 as well as the GTI acquisition during the
nine months ended December 25, 1998. Excluding any future acquisitions, revenue
growth from the commercial sector could be restricted as discussed above under
engineering & construction.

   Our consulting & ventures platform segment profit was $10.6 million for the
nine months ended December 25, 1998, an increase of 45% when compared to the
$7.3 million segment profit reported in the twelve months ended March 27, 1998.
The consulting & ventures segment profit was 13.4% and 9.2% of consulting &
ventures revenues for the nine months ended December 25, 1998 and the twelve
months ended March 27, 1998, respectively. The increase in absolute dollars and
as a percentage of revenue is primarily attributable to the acquisitions of JSC
and GTI.

   Outsourced Services. Outsourced services revenues were $70.4 million for the
nine months ended December 25, 1998 compared to $6.8 million reported in the
twelve months ended March 27, 1998. This increased revenue is almost entirely
attributable to the OHM acquisition and the inclusion of its outsourcing
operations in our results of operations for the nine months ended December 25,
1998, as opposed to the one month of results included in the twelve months
ended March 27, 1998. OHM's outsourcing operations provide a range of project,
program and construction management services to the DOD as well as state and
local government agencies.

   Our outsourced services platform segment profit improved to $7.9 million for
the nine months ended December 25, 1998, an increase of $7.0 million when
compared to the $0.9 million segment profit reported in the twelve months ended
March 27, 1998. This increase is also a result of the OHM acquisition.

   International. International revenues, primarily from our 50.1% investment
in Chi Mei IT, a subsidiary operating in Taiwan, were $9.8 million for the nine
months ended December 25, 1998 compared to $9.6 million for the twelve months
ended March 27, 1998. The increase, on an annualized basis, is the result of
Chi Mei increased project volume and the GTI acquisition on December 3, 1998.

                                       48


   Our international platform reported a loss of $0.4 million for the nine
months ended December 25, 1998 compared to a loss of $1.4 million in the twelve
months ended March 27, 1998. This improvement is primarily due to improved
project margins on several Chi Mei projects. Through the Chi Mei board of
directors, we undertook to improve management oversight, project management
skills and change order negotiation efforts. We believe these efforts will
minimize future potential losses and provide the basis for profitable Chi Mei
operations. The GTI acquisition increased the size of the international
platform with operations primarily in Australia, the United Kingdom and Italy.
The GTI acquisition included approximately $80.0 million of contract backlog
for work to be performed for the U.S. Air Force Center for Environmental
Excellence under a worldwide, five-year indefinite delivery order cost-
reimbursable contract. We expect to increase the platform further with the
acquisition of Roche in 1999.

   Backlog. Our total funded and unfunded backlog at both December 25, 1998 and
March 27, 1998 was approximately $3.5 billion. At December 25, 1998, the
backlog included approximately $525.0 million of funded contracted backlog
scheduled to be completed during 1999 and approximately $320.0 million of
unfunded project work expected to be defined and performed in 1999 under
existing indefinite delivery order contracts. We expect to earn revenues from
our backlog primarily over the next one to five years, with a substantial
portion of the backlog consisting of governmental contracts, many of which are
subject to annual funding and definition of project scope. The backlog at both
December 25, 1998 and March 27, 1998 includes $2.7 billion of future work we
estimate we will receive, based on historical experience, under existing
indefinite delivery order programs. In accordance with industry practices,
substantially all of our contracts are subject to cancellation, delay or
modification by the customer.

   Our backlog at any given time is subject to changes in scope of services
which may lead to increases or decreases in backlog amounts. These scope
changes have led to a number of contract claims requiring negotiations with
clients in the ordinary course of business.

 Selling, General and Administrative Expenses

   Selling, general and administrative expenses were 5.5% of revenues for the
nine months ended December 25, 1998 compared to 7.2% of revenues in the twelve
months ended March 27, 1998. This decrease is primarily attributable to the
elimination of certain duplicative overhead functions and other cost savings
achieved as a result of the OHM acquisition. In fiscal 1999, management expects
selling, general and administrative expenses to decrease slightly as a
percentage of revenues because the full effect of the cost savings from the OHM
acquisition will be realized. In addition, we anticipate additional cost
savings to be achieved from the GTI acquisition that occurred on December 3,
1998.

   Selling, general and administrative expenses include goodwill amortization
expense of $7.0 million for the nine months ended December 25, 1998 and $1.4
million for the twelve months ended March 27, 1998. The significant increase to
goodwill amortization is primarily due to the OHM acquisition. Selling, general
and administrative expenses (excluding goodwill) were 4.6% of revenues for the
nine months ended December 25, 1998 and 6.9% of revenues for the twelve months
ended March 27, 1998.

                                       49


 Special Charges

   We recorded special charges of $25.0 million for the nine months ended
December 25, 1998 compared to $14.2 million for the twelve months ended March
27, 1998. For the nine months ended December 25, 1998 we recorded a non-cash
charge of $25.0 million, including $10.6 million (net of cash proceeds of $5.8
million) related to the sale of our investment in Quanterra Incorporated, and
$14.4 million, related to the write-down of assets associated with the HTTS(R)
business. A summary of the special charges incurred during the nine months
ended December 25, 1998 is outlined below (in thousands):



                                        Nine Months Ended December 25, 1998
                                     ------------------------------------------
                                      Cash/  Special            Reserve balance
                                     Noncash Charges   Activity  at 12/25/98
                                                    
Write-off of the Quanterra
 Investment........................  Noncash $(10,550) $10,550        --
Write-down of the assets--Primarily
 the Hybrid Thermal Treatment
 System(R).........................  Noncash  (14,421)  14,421        --
                                             --------  -------       ----
  Total ...........................          $(24,971) $24,971        --
                                             ========  =======       ====


   Quanterra. On May 27, 1998, our board of directors considered and approved
the divestiture of certain non-core assets including our 19% common stock
ownership interest in Quanterra, an environmental laboratory business. This
charge of $10.6 million represented the net book value of our investment in
Quanterra less proceeds of $5.8 million from a sale completed in June 1998. No
additional cash was expended in connection with the writeoff.

   Hybrid Thermal Treatment System(R). On May 27, 1998, our board of directors
considered and approved the divestiture of the assets associated with our
Hybrid Thermal Treatment System(R) (HTTS(R)) business. This resulted in a
charge of $14.4 million representing the net book value of these assets less
estimated salvage value.

   The special charges of $14.2 million recorded in the twelve months ended
March 27, 1998 included $5.7 million for integration costs associated with the
acquisition of OHM, a $3.9 million non-cash charge related to a project claim
settlement, a $2.8 million charge associated with the relocation of our
corporate headquarters, and a $1.8 million loss from the sale of a small
remediation services business. A summary of the special charges incurred during
the twelve months ended March 27, 1998 is outlined below (in thousands):



                                         Twelve Months Ended March 27, 1998
                                      ------------------------------------------
                                       Cash/  Special            Reserve balance
                                      Noncash Charges   Activity   at 12/25/98
                                                     
Integration costs--OHM acquisition
 Severance..........................     Cash $ (2,197) $ 2,197          --
 Duplicative offices/assets.........     Cash   (2,478)   1,226      $(1,252)
 Other..............................     Cash   (1,019)   1,019          --
Claim Settlement
 Helen Kramer.......................  Noncash  (3,943)    3,943          --
Relocation of Corporate Headquarters
 Severance and relocation...........     Cash   (1,743)   1,743          --
 Duplicative offices/assets.........     Cash     (710)     710          --
 Other..............................     Cash     (358)     358          --
Sale of remediation business........  Noncash   (1,800)   1,800          --
                                              --------  -------      -------
 Total..............................          $(14,248) $12,996      $(1,252)
                                              ========  =======      =======


                                       50


   OHM Acquisition. The $5.7 million special charge for integration costs
associated with the acquisition of OHM included $2.2 million of costs for
severance and $3.5 million of costs and other related items for closing and
eliminating duplicative offices. As part of the plan of integration, we laid-
off more than 100 employees, primarily in the operating group and
administrative support functions. In addition, as part of the plan we closed
three leased facilities, reduced the size of three more facilities and
subleased a portion of eight additional facilities. As of December 25, 1998,
$1.3 million of the integration charge remained to be paid. The remaining costs
relate to the facility closures and office consolidations and will be paid over
the remaining terms of the leases. Most of these lease commitments will be paid
within the next three years. One lease requires payments over the next seven
years.

   Helen Kramer. In December 1997, we settled a contract claim which has been
outstanding in excess of five years with the US Army Corps of Engineers, the
Environmental Protection Agency and the Department of Justice (jointly
"Government") arising out of work performed by our joint venture with Davy
International at the Helen Kramer Superfund project. On December 26, 1997, the
joint venture received a $14.5 million payment from the Government to resolve
all outstanding project claims related to additional work resulting from
differing site conditions. In early January 1998, the joint venture paid $4.3
million to the Government to resolve related civil claims by the Government.
Our share of the joint venture results is 60%, accordingly, we received net
cash of $6.0 million, our proportionate share of the settlement. In December
1997, we recorded a non-cash pre-tax charge of $3.9 million because the cash
received was less than the receivables related to this project which totaled
approximately $9.9 million.

   Relocation of Corporate Headquarters and Sale of Remediation Business. The
special charges that occurred in the first quarter of the twelve months ended
March 27, 1998 resulted from the relocation of our corporate headquarters from
Torrance, California to Monroeville (Pittsburgh), Pennsylvania and the sale of
our California based small project remediation services business. The
headquarters relocation consolidated the corporate overhead functions with our
largest operations office and moved us closer to our lenders and largest
shareholders, which are located in the Eastern United States. As a result of
this relocation, we incurred a pre-tax charge of $2.8 million. The relocation
charge included $0.8 million of costs for severance, $0.9 million of costs for
the relocation of some employees, $0.7 million of costs related to the closure
of the offices in Torrance, California and $0.4 million of other related costs.
As part of this relocation, 32 employees were laid off, primarily corporate
management and administrative support personnel. As of December 25, 1998, these
amounts have been paid. In May 1997, we incurred a non-cash pre-tax charge of
$1.8 million to sell our California-based, small projects remediation services
business.

 Interest, Net

   Net interest expense was 3.3% of revenues for the nine months ended December
25, 1998 and 1.8% for the twelve months ended March 27, 1998. The following
table shows net interest expense for these comparative periods (in thousands):



                                                      Nine Months  Twelve Months
                                                         Ended         Ended
                                                      December 25,   March 27,
                                                          1998         1998
                                                             
Interest incurred....................................   $25,876       $10,730
Capitalized interest.................................       --            (10)
Interest income......................................      (981)       (2,751)
                                                        -------       -------
  Interest, net......................................   $24,895       $ 7,969
                                                        =======       =======


   The increase in interest expense is primarily attributable to the credit
facilities used in the OHM Acquisition.

                                       51


 Income Taxes

   For the nine months ended December 25, 1998, we reported a loss from
continuing operations of $0.7 million and recorded an income tax charge of $9.7
million before adjusting for the special charge. We also provided a deferred
tax asset valuation adjustment for a portion of the special charges and
recognized a tax benefit of $3.0 million on the divestiture of the HTTS(R)
business. The total net tax charge is $6.7 million. Our effective income tax
rate from continuing operations is more than the federal statutory rate
primarily due to the valuation adjustment for the above charge and amortization
of cost in excess of net assets of acquired businesses.

   For the twelve months ended March 27, 1998, we reported a loss from
continuing operations before income taxes and an extraordinary item of $2.2
million and recorded an income tax charge of $4.2 million after adjusting for
the special charge and a $2.3 million deferred tax asset valuation adjustment
prior to the acquisition of OHM. We also recognized a tax benefit of $3.5
million on an extraordinary charge for the early extinguishment of debt and a
$3.0 million benefit for a loss from disposition of a discontinued operation.
The total net tax benefit is $2.4 million. Our effective income tax rate from
continuing operations is more than the federal statutory rate primarily due to
the above charge, state income taxes and nondeductible expenses.

   We will need to have approximately $288.0 million of future earnings to
fully realize our deferred tax asset of $109.6 million, net of a valuation
allowance of $50.3 million, at December 25, 1998, assuming a net 38% federal
and state tax rate. We evaluate the adequacy of the valuation allowance and the
realizability of the deferred tax asset on an ongoing basis. Because of our
position in the industry, recent acquisitions and restructuring, and existing
backlog, management expects that our future taxable income will more likely
than not allow us to fully realize our recorded deferred tax asset. The
increase in gross deferred tax asset is primarily due to the acquisitions of
OHM and GTI.

 Extraordinary Item

   For the twelve months ended March 27, 1998, we recorded a $5.7 million
charge, net of income tax benefit of $3.5 million, for the early extinguishment
of $65.0 million of senior debt which was refinanced in connection with the
acquisition of OHM. We incurred a $5.6 million payment for the make whole
interest provision as a result of retiring our $65.0 million senior debt, in
accordance with the loan agreement. In addition, we also expensed approximately
$3.6 million related to the unamortized loan origination expenses associated
with issuing the $65.0 million senior debt.

 Dividends

   Our reported dividends for the nine months ended December 25, 1998 were $4.7
million and $6.2 million for the twelve months ended March 27, 1998. Our
reported dividends include imputed dividends on our convertible preferred stock
of $0.9 million for the nine months ended December 25, 1998 and $2.1 million
for the twelve months ended March 27, 1998, which are not payable in cash or
stock. Commencing with November 21, 1997, our convertible preferred stock
outstanding accrued a 3% in-kind stock dividend for one year during which the
statement of operations also included an imputed dividend at a rate of
approximately 3% per annum. This additional imputed dividend of $0.9 million
for the nine months ended December 25, 1998 and $0.5 million for the twelve
months ended March 27, 1998, will never be paid in cash, except for fractional
shares, and represents the amortization of the fair market value adjustment
recorded since the date of issuance. Commencing with November 21, 1998, our
outstanding convertible preferred stock is entitled to a 6% cumulative cash
dividend payable quarterly. We reported cash dividends on our outstanding
depositary shares, each representing 1/100 of a share of our 7% cumulative
convertible exchangeable preferred stock, of $2.7 million in the nine months
ended December 25, 1998 and $3.6 million for the twelve months ended March 27,
1998. The decrease in cash dividends between the March 27, 1998 and December
25, 1998 fiscal periods of $0.9 million is due to the shortened fiscal period
(in thousands).

                                       52


   Our dividends are summarized below:



                                                                       Twelve
                                                         Nine Months   Months
                                                            Ended       Ended
                                                         December 25, March 27,
                                                             1998       1998
                                                                
7% Cumulative convertible exchangeable cash dividend....    $2,697     $3,595
6% Cumulative convertible participating
     . Imputed non-cash dividend........................       860      2,105
   . In-kind 3% stock dividend..........................       894        467
   . Cash dividend......................................       213        --
                                                            ------     ------
    Total...............................................    $4,664     $6,167
                                                            ======     ======


Twelve Months Ended March 27, 1998 Compared to Twelve Months Ended March 28,
1997

 Revenues and Gross Margin

   Company. Revenues for the twelve months ended March 27, 1998 were $442.2
million or 22% higher than the $362.1 million in revenues reported in the
twelve months ended March 28, 1997. The twelve months ended March 27, 1998
include the results of OHM Corporation since February 25, 1998, the date on
which we acquired a 54% controlling interest. Revenues related to OHM in the
twelve months ended March 27, 1998 were $42.1 million.

   Gross margins were 11.6% of revenues in the twelve months ended March 27,
1998 and 10.5% in the twelve months ended March 28, 1997. The improved gross
margin was due to spreading fixed overhead costs over higher revenue levels.

   Engineering & Construction. Engineering & construction revenues were $346.1
million in the twelve months ended March 27, 1998 compared to $308.6 million in
the twelve months ended March 28, 1997, an increase of approximately 12%. DOD
revenues were $199.4 million in the twelve months ended March 27, 1998 or $45.9
million greater than the $153.5 million of DOD revenues in the twelve months
ended March 28, 1997. The strong improvement in DOD activity was due to
increased funding of the DOD indefinite delivery order programs and an increase
in the number of DOD contracts being executed. In addition, OHM contributed
about $20.0 million to the increase in DOD revenues in the twelve months ended
March 27, 1998. DOE revenues of $40.5 million in the twelve months ended March
27, 1998 were $9.1 million lower than the $49.6 million of DOE revenues
reported in the twelve months ended March 28, 1997. Commercial revenues were
$106.2 million in the twelve months ended March 27, 1998 or $0.7 million higher
than the $105.5 million in commercial revenue reported in the twelve months
ended March 28, 1997.

   Our engineering & construction platform segment profit of $37.0 million in
the twelve months ended March 27, 1998 increased 43% over the $25.9 million
segment profit reported in the twelve months ended March 28, 1997. This
increase is primarily a result of the increase in higher margin, DOD revenues.
The engineering & construction segment profit was 10.7% and 8.4% of engineering
& construction revenues for the twelve months ended March 27, 1998 and the
twelve months ended March 28, 1997, respectively.

   Consulting & Ventures. Consulting & ventures revenues of $79.6 million in
the twelve months ended March 27, 1998 exceeded the twelve months ended March
28, 1997 revenues of $48.8 million by $30.8 million, an increase of
approximately 63%. This increase is primarily attributable to the acquisitions
of Pacific Environmental Group, Inc., Chi Mei IT, PHR Environmental
Consultants, Inc. and Jellinek, Schwartz & Connolly, Inc.

   Our consulting & ventures platform segment profit was $7.3 million in the
twelve months ended March 27, 1998 compared to $0.7 million in the twelve
months ended March 28, 1997. The consulting & ventures segment profit was 9.2%
and 1.4% of consulting & ventures revenues for the twelve months ended

                                       53


March 27, 1998 and the twelve months ended March 28, 1997, respectively. The
increase in absolute dollars and as a percentage of revenue is attributable to
the acquisitions that occurred in the twelve months ended March 27, 1998.

   Outsourced Services. Outsourced services revenues in the twelve months ended
March 27, 1998 were $6.8 million from the OHM acquisition, compared to none in
the twelve months ended March 28, 1997. As discussed previously, the OHM
acquisition occurred on February 25, 1998 and consequently no revenue from OHM
was included in the twelve months ended March 28, 1997 results.

   Outsourced services reported $0.9 million in segment profit in the twelve
months ended March 27, 1998 compared to none in the twelve months ended March
28, 1997.

   International. International revenues were $9.6 million in the twelve months
ended March 27, 1998 compared to $4.7 million in the twelve months ended March
28, 1997. This increase is the result of the Chi Mei acquisition in October
1996.

   The international platform segment loss of $1.4 million in the twelve months
ended March 27, 1998 compares to segment profit of $0.2 million in the twelve
months ended March 28, 1997. The higher loss is the result of losses on
selected international projects.

 Selling, General and Administrative Expenses

   Selling, general and administrative expenses were 7.2% of revenues in the
twelve months ended March 27, 1998 and 9.2% in the twelve months ended March
28, 1997. Selling, general and administrative expenses of $31.8 million in the
twelve months ended March 27, 1998 were $1.7 million or 5.0% lower than the
twelve months ended March 28, 1997 level primarily due to the full year impact
of the corporate restructuring initiated at the end of the second fiscal
quarter of 1997 and the relocation of our corporate headquarters in the first
quarter of the twelve months ended March 27, 1998 which resulted in reduced
lease expense and labor cost as we integrated and consolidated management and
corporate functions into our largest facility, see Special Charges.

   Selling, general and administrative expenses include goodwill amortization
of $1.4 million for the twelve months ended March 27, 1998 and $0.8 million for
the twelve months ended March 28, 1997. Selling, general and administrative
expenses, excluding goodwill, were 6.9% of revenues for the twelve months ended
March 27, 1998 and 9.0% of revenues for the twelve months ended March 28, 1997.

 Special Charges

   Special charges of $14.2 million were recorded in the twelve months ended
March 27, 1998. These special items include $5.7 million for integration costs
associated with the acquisition of OHM, $3.9 million non-cash charge related to
the Helen Kramer project claim settlement, $2.8 million charge associated with
the relocation of our corporate headquarters, and $1.8 million loss from the
sale of a small remediation services business. See previous table on Special
Charges incurred in the twelve months ended March 27, 1998.

                                       54


   Corporate Restructuring. Special charges of $8.4 million were recorded in
the twelve months ended March 28, 1997. The special charge relating to a
corporate restructuring included $3.4 million for severance, $4.1 million for
closing and reducing the size of selected offices and $0.9 million for other
related items. As part of the restructuring plan, we laid-off 133 employees and
paid over $2.5 million in termination benefits. In addition, we approved a plan
to close five leased facilities and reduce the size of eleven other leased
facilities by either sublease or abandonment. The remaining costs to be paid
relate to the facility closures and office space reductions which will be paid
out over the terms of the leases. One of these facility closures has a
remaining lease obligation of approximately six years. A summary of the special
charges incurred during the twelve months ended March 28, 1997 is outlined
below (in thousands):



                                          Twelve Months Ended March 28, 1997
                                       -----------------------------------------
                                        Cash/  Special           Reserve balance
                                       Noncash Charges  Activity   at 12/25/98
                                                     
Corporate Restructuring:
  Severance and relocation............  Cash   $(3,400)  $3,400       $  --
  Duplicative offices/assets..........  Cash    (4,100)   3,227        (873)
  Other...............................  Cash      (903)     903          --
                                        ----   -------   ------       -----
    Total.............................         $(8,403)  $7,530       $(873)
                                        ====   =======   ======       =====


 Interest, Net

   Net interest expense was 1.8% of revenues in the twelve months ended March
27, 1998 and 1.5% of revenues in the twelve months ended March 28, 1997. The
following table shows net interest expense for these comparative periods (in
thousands):



                                                             Twelve Months Ended
                                                             -------------------
                                                             March 27, March 28,
                                                               1998      1997
                                                                 
Interest incurred...........................................  $10,730   $ 7,168
Capitalized interest........................................      (10)       --
Interest income.............................................   (2,751)   (1,908)
                                                              -------   -------
  Interest, net.............................................  $ 7,969   $ 5,260
                                                              =======   =======


   The increase in the twelve months ended March 27, 1998 net interest expense
compared to the twelve months ended March 28, 1997 of $2.7 million is
attributable to the credit facilities used in the OHM acquisition. Loan
origination costs, fees and interest expense incurred for the period February
25, 1998 to March 27, 1998 related to the acquisition of OHM stock were
approximately $3.4 million.

 Income Taxes

   For the twelve months ended March 27, 1998, we reported a loss from
continuing operations before income taxes and an extraordinary item of $2.2
million and recorded an income tax charge of $4.2 million after adjusting for
the special charge and a $2.3 million deferred tax asset valuation adjustment
prior to the acquisition of OHM. We also recognized a tax benefit of $3.5
million on an extraordinary charge for the early extinguishment of debt and a
$3.0 million benefit for a loss from disposition of a discontinued operation.
The total net tax benefit is $2.4 million. Our effective income tax rate from
continuing operations is more than the federal statutory rate primarily due to
the above charge, state income taxes and nondeductible expenses.

   For the twelve months ended March 28, 1997, in which we reported a loss from
continuing operations before income taxes of $9.0 million, we recorded an
income tax benefit of $0.2 million which included a $4.6 million tax charge
resulting from the adjustment of our deferred tax asset valuation allowance
based on our assessment of the uncertainty as to when we will generate a
sufficient level of future earnings to realize the deferred tax asset created
by the special charges.

                                       55


 Dividends

   Our dividends are summarized below (in thousands):



                                                            March 27, March 28,
                                                              1998      1997
                                                                
7% Cumulative convertible exchangeable cash dividend.......  $3,595    $4,050
6% Cumulative convertible participating
  . Imputed non-cash dividend..............................   2,105       866
  . In-kind 3% stock dividend (including cash paid of
    $12,000 for fractional shares).........................     467        --
                                                             ------    ------
    Total..................................................  $6,167    $4,916
                                                             ======    ======


   Commencing with November 21, 1997, our convertible preferred stock
outstanding accrued a 3% in-kind stock dividend for one year during which the
statement of operations also included an imputed dividend at a rate of
approximately 3% per annum.

Discontinued Operations

   At December 25, 1998, our consolidated balance sheet included accrued
liabilities of $7.9 million to complete the closure and post-closure of our
disposal facilities and the PRP matters net of trust fund and annuity
investments, restricted to closure and post-closure use and anticipated
insurance settlement proceeds. In the twelve months ended March 27, 1998, we
increased our provision for loss on disposition of our discontinued
transportation, treatment and disposal business by $5.0 million, net of income
tax benefit of $3.0 million. This increased provision primarily related to an
additional accrual for closure costs related to the former Panoche disposal
site. In March 1998, we announced approval by the California Department of
Toxic Substances Control of the final closure and post-closure plan for the
last of our four inactive treatment, storage and disposal facilities. The
approved plans allow us to proceed with the completion of final closure
construction and provides for future submittal of technical studies that will
be utilized to determine final aspects and costs of closure construction and
monitoring programs for the former Panoche disposal site.

   With regard to the residual land at the inactive disposal facilities, a
substantial component of which is adjacent to those facilities and was never
used for waste disposal, in June 1999, a local community's review of its growth
strategy resulted in limitations, in line with our expectations, on our ability
to develop a portion of our residual land. There were no other significant
developments during the quarter.

   With respect to the Operating Industries, Inc. Superfund site in Monterey
Park, California, for which USEPA notified a number of entities, including us,
that they were PRPs, there were no significant developments during the quarter
ending March 26, 1999.

   With respect to the GBF Pittsburg landfill site near Antioch, California,
there were no significant developments during the quarter ending March 26,
1999.

   For further information regarding our discontinued operations, see the note
to our consolidated financial statement entitled "Discontinued Operations."

LIQUIDITY AND CAPITAL RESOURCES

   Working capital at March 26, 1999 was $140.9 million which is an increase of
$20.6 million from the December 25, 1998 working capital of $120.3 million.
Working capital increased by $45.4 million or 60.6% to $120.3 million at
December 25, 1998 from $74.9 million at March 27, 1998 as a result of the
acquisitions of OHM and GTI. The current ratio at March 26, 1999 was 1.54:1
which compares to 1.44:1 at December 25, 1998 and 1.38:1 at March 27, 1998.

                                       56



   Cash used by operating activities, which includes cash outflows related to
discontinued operations, for the three months ended March 26, 1999 totaled $8.9
million compared to $6.2 million used by operating activities in the
corresponding period of last year primarily due to the increase in accounts
receivable resulting from the payment of liabilities accrued in connection with
the OHM and GTI acquisitions and payment of certain transaction and financing
costs previously accrued. Cash used by operating activities for the nine months
ended December 25, 1998 totaled $34.5 million compared to $19.5 million of cash
used for operating activities in the twelve months ended March 27, 1998. This
$15.0 million increase is principally due to an increase in working capital
requirements as a result of the OHM acquisition. The $34.5 million of cash used
for operating activities during the nine months ended December 25, 1998 also
includes $11.1 million of costs associated with our discontinued operations. We
expect our discontinued operations cash usage for the twelve months ended
December 31, 1999 to be less than $8.0 million.

   Capital expenditures of $3.5 million for the three months ended March 26,
1999 were $1.3 million greater than the prior fiscal year principally due to
increased capital expenditure requirements as a result of the acquisitions of
OHM and GTI. Capital expenditures were $6.9 million, $4.8 million and $3.4
million for the nine months ended December 25, 1998, the twelve months ended
March 27, 1998 and the twelve months ended March 28, 1997, respectively.
Capital expenditures for the nine months ended December 25, 1998 were
$2.1 million higher than the twelve months ended March 27, 1998 due primarily
to computer related expenditures required to integrate our recent acquisitions.
We expect capital expenditures to increase to approximately $14.0 million in
fiscal year 1999 due to information technology upgrades required to integrate
recent acquisitions.

   Cash used for the acquisition of businesses, net of cash acquired was $2.2
million for the three months ended March 26, 1999 and $157.8 million for the
three months ended March 27, 1998. For the three months ended March 27, 1998,
cash used to acquire businesses includes the purchase of 54% of OHM for
$152.8 million net of $12.0 million of cash acquired, the purchase of Jellinek,
Schwartz and Connolly, Inc. and the purchase of LandBank, Inc. For the three
months ended March 26, 1999, the $2.2 million cash used to acquire businesses
is also due to payments related to smaller acquisitions. Cash used for the
acquisition of businesses, net of cash acquired was $81.3 million and $163.2
million for the nine months ended December 25, 1998 and the twelve months ended
March 27, 1998, respectively. On February 25, 1998, we purchased 54% of OHM for
$160.2 million which is included in the Consolidated Statements of Cash Flows
net of $12.0 million of cash acquired. On June 11, 1998, we paid $34.8 million
as part of the consideration to acquire the balance of OHM. On December 3,
1998, we acquired GTI for $69.4 million (or $40.1 million net of $29.3 million
in cash acquired). We also acquired specialty consulting firms PHR, PEG, JSC
and LandBank for cash during the twelve months ended March 27, 1998. These
acquisition agreements, along with the acquisition of Beneco by OHM, include
potential future contingent payments. The total potential future contingent
payments range from a low of $1.9 million to a maximum of approximately $19.1
million.

   In connection with the OHM acquisition, we entered into a $240.0 million
credit facility which was used to complete the cash tender offer to acquire 54%
of OHM, to refinance our $65.0 million principal amount of senior notes and for
working capital purposes until we acquired the balance of OHM on June 11, 1998.
On June 11, 1998, the credit facilities were amended and restated to effect a
$378.0 million refinancing. Under this refinancing, we initially borrowed
$228.0 million under term loan provisions and approximately $85.0 million
through a revolving credit facility. On September 14, 1998, the lenders under
the credit facilities approved the first amendment, increasing the revolving
credit facility from $150.0 million to $185.0 million.

   Long-term debt of $426.8 million at March 26, 1999 increased from $405.1
million at December 25, 1998 primarily due to seasonal working capital
requirements. Long-term debt, including OHM's 8% convertible subordinated
debentures, of $405.1 million at December 25, 1998 increased from $284.7
million at March 27,

                                       57



1998 primarily due to the acquisitions of OHM and GTI. Our ratio of total debt,
including current portion, to equity was 1.83:1 at March 26, 1999, 1.77:1 at
December 25, 1998, 2.03:1 at March 27, 1998 and 0.42:1 at March 28, 1997.

   Due to conditions existent in the long-term credit markets during the third
and fourth quarter of 1998, we utilized our revolving credit facility and
current cash flow as described above to finance the acquisition of GTI. As a
result of the utilization of funds for acquisition purposes and a $28.8 million
increase in unbilled receivables related to certain government projects which,
according to the contract terms can not be billed until certain milestones are
achieved, we have utilized a larger portion of our existing revolving credit
capacity than would normally be expected. Between the date of the GTI
acquisition and March 26, 1999, we had average daily availability under our
revolving credit facilities and cash of $24.0 million. Our availability under
our revolving credit facilities on June 15, 1999, after the EMCON acquisition,
was $40.0 million.

   We continue to have significant cash requirements including interest,
operating lease payments, preferred dividend obligations, required term loan
and subordinated debenture principal payments, the potential acquisition
contingent payments discussed above, expenditures for the closure of our
inactive disposal sites and PRP matters, see Transportation, Treatment and
Disposal Discontinued Operations, and contingent liabilities. In connection
with our plans for continued internal growth and growth through acquisitions,
we may require additional capital sources. We incurred substantial indebtedness
in connection with the offering of series A notes. As of March 26, 1999, on a
pro forma basis, we had $617.7 million of indebtedness outstanding.


   Our primary sources of liquidity are cash flow from operations and
borrowings under our revolving credit facility. Our primary uses of cash will
be to fund working capital, capital expenditures and potential acquisitions and
to service debt. We believe that our cash flow from operations and availability
under our credit facilities will provide adequate funds for our working capital
needs for the next twelve months, planned capital expenditures and debt service
requirements. Future acquisitions, joint ventures or similar transactions may
require additional capital and there can be no assurance that such capital will
be available to us on acceptable terms or at all. We cannot assure you that our
business will generate sufficient cash flow from operations, that currently
anticipated revenue growth and cost savings will be realized or that future
borrowings will be available to us under our credit facilities in an amount
sufficient to enable us to pay our indebtedness, including the series A and
series B notes, or to fund our other liquidity needs. We may need to refinance
all or a portion of our indebtedness, including the series A and series B
notes, on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our credit facilities and the
series A and series B notes, on commercially reasonable terms or at all.

Quantitative and Qualitative Disclosures About Market Risk

   The following discussion of our exposure to various market risks contains
"forward-looking statements" that involve risks and uncertainties. These
projected results have been prepared utilizing assumptions considered
reasonable in the circumstances and in light of information currently available
to us. Nevertheless, because of the inherent unpredictability of interest
rates, actual results could differ materially from those projected in such
forward-looking information.

   At December 25, 1998, we had fixed-rate debt totaling $44.5 million in
principal amount and having a fair value of $40.7 million. These instruments
are fixed rate and, therefore, do not expose us to the risk of earnings loss
due to changes in market interest rates. However, the fair value of these
instruments would decrease to approximately $40.0 million if interest rates
were to increase by 10% from their levels at December 25, 1998.

   At December 25, 1998, we had floating-rate long-term debt totaling $368.8
million in principal amount and having a fair value of $368.8 million. These
borrowings are under our credit facilities. We have entered into a swap
agreement with a notional amount of $126.0 million as required by our credit
facilities and to reduce our exposure to adverse fluctuations in interest rates
relating to this debt. We have not entered into any

                                       58


other derivative financial instruments for trading purposes. If floating rates
were to increase by 10% from December 25, 1998 levels, we would incur
additional interest expense of approximately $1.8 million.

   As discussed in the notes to our consolidated financial statements, our
consolidated balance sheet includes $7.9 million of accrued liabilities to
complete the closure and post-closure of our disposal facilities and other
matters, net of certain trust fund and annuity investments which are restricted
to closure and post-closure use and insurance recovery. These trust fund assets
total $20.1 million at December 25, 1998 and consist predominately of high
quality common stocks, fixed rate AAA rated corporate and government bonds, and
annuity investments which provide for periodic payments into the trust fund. If
interest rates were to increase by 10% from their levels at December 25, 1998,
the decrease in fair value of the fixed-rate debt securities would not be
material to us. If the market prices of the individual equity securities were
to decrease by 10% from their levels at December 25, 1998, the resulting loss
in fair value of these securities would not be material to us.

 Year 2000 Compliance

   The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

   State of Readiness. We are engaged in a company-wide effort to address the
issues that are likely to arise if computer programs and embedded computer
chips are unable to properly recognize dates in and after the year 2000. This
effort is focused on three main areas:

  .  the information technology systems in our computers and computer
     software, including those that are linked to the systems of third
     parties;

  .  the non-information technology systems embedded in equipment that
     controls or monitors our operating assets; and

  .  our business relationships with third parties.

   The thrust of this effort is to address those information technology
systems, non-information technology systems and relationships with third
parties that we judge to be materially important to our operating results or
financial condition, including those relating to significant entities (OHM,
GTI, EFM, Roche and EMCON) that we have recently acquired.

   Work dealing with both information technology and non-information technology
systems has the following three phases:

  .  Inventory and Assessment--inventory of all of our systems, including
     those that are linked to third parties, identifying our systems that are
     not year 2000 compliant and making judgments as to which of our systems,
     both compliant and non-compliant, would likely be materially important;

  .  Strategy and Planning--development of strategies and plans for:

    .  remediating, upgrading or replacing all non-compliant systems,
       except those whose failure would, in our judgment, have an
       insignificant impact on our operations, and

    .  testing all systems judged to be materially important, and
       estimating the costs of implementing these strategies and executing
       these plans; and

  .  Execution--implementation of our strategies and execution of our plans.

                                       59



   Work dealing with relationships with third parties has the following three
phases:

  .  Inventory and Assessment--inventory of our relationships with external
     agents and making judgments as to which of these relationships would
     likely be materially important;

  .  Communication and Evaluation--delivery of letters and questionnaires to
     materially important third parties to obtain information about their
     plans and actions to achieve timely year 2000 readiness and evaluating
     their responses; and

  .  Follow up--contact with third parties to obtain further assurance that
     they will achieve timely year 2000 readiness.

   Additional work, discussed below, involves identifying scenarios involving
failures for year 2000 reasons of materially important systems or materially
important relationships with third parties and developing contingency plans for
mitigating the impact of such failure.

   For information technology systems, including those of our recently acquired
entities, the materially important systems are the core financial and
administrative software system, network operating systems, desktop and laptop
computers, and telecommunications equipment. The inventory and assessment and
the strategy and planning phases of the work dealing with all materially
important information technology systems are complete. The execution phase of
this work involves both application and infrastructure repair and systems
upgrades and replacements.

   Our core financial and administrative software systems are certified as Year
2000 compliant by the vendor. During the year ended March 27, 1998, we
established an integration test plan to test this software and verify Year 2000
compliance. In February 1998, these integration tests were successfully
completed. Our core hardware was also tested and was found to be fully
compliant with the Year 2000 requirements. We have recently hired a Year 2000
Program Director and have begun communicating with clients, suppliers,
financial institutions and others with which we do business to coordinate Year
2000 conversion. For the nine months ended December 25, 1998, a significant
portion of our business, approximately 69%, is attributable to the federal
government.

   For our recent acquisitions, our core financial and administrative system is
presently used by OHM, GTI, and EFM. EMCON will use this system beginning in
August 1999. The financial and accounting systems of Roche and of other
international operations are still in the assessment phase and are not
considered to be a significant risk to us as a whole. Approximately 60% of
network operating systems, including those relating to the EMCON acquisition,
will require upgrades to be Year 2000 compliant, which will occur by September
1999. Our desktop and laptop computers will require approximately 20% of the
units to be replaced or upgraded in order to be Year 2000 compliant, this
replacement will occur by December 1999. Our telecommunications equipment
includes approximately 30% of our PBX phone systems that are not Year 2000
compliant and that will be replaced by December 1999.

   Materially important non-information technology systems involved in
operations include products purchased from third parties, primarily design and
engineering support software, proprietary software sold by us used in ongoing
environmental remediation and compliance activities, and field monitoring
equipment. The inventory and assessment of Year 2000 compliance is ongoing for
design and engineering support software and field monitoring equipment, with
projected completion by September 1999. The strategy and planning and execution
phases of the work dealing with these systems will have time lines established
upon the completion of the assessment phase. The inventory and assessment and
the strategy and planning phases of the work dealing with proprietary
environmental software are complete, with remediation of non-Year 2000 software
to be completed by July 1999.

   The inventory and assessment phase of our Year 2000 work dealing with
relationships with third parties is complete. Our Year 2000 Program Director
has coordinated communications with clients, suppliers, financial

                                       60



institutions and others with which we do business to obtain information about
the state of these parties' Year 2000 readiness. The communication and
evaluation phase of this work is expected to be completed by August 31, 1999,
and we estimate that approximately 20% of third parties whose relationships we
believe to be materially important had been contacted and had responded as of
May 1999. The follow-up phase of this work will be undertaken on a continuous,
ongoing basis through the end of 1999. Our communications have included various
entities of the U.S. federal government, which comprised approximately 69% of
our revenues for the nine months ended December 25, 1998. At this time, we
cannot predict the impact of the U.S. federal government's Year 2000 readiness
on our consolidated financial condition, liquidity and results of operations.
The failure of the U.S. federal government to pay its bills on a timely basis
could have a material adverse effect on our consolidated financial condition,
liquidity and results of operations.

   Costs. Management has prepared a detailed conversion plan and has estimated
the total cost of Year 2000 compliance to be approximately $6.2 million. As of
March 26, 1999, we had incurred costs of approximately $1.3 million to address
Year 2000 issues. All of the costs have been or will be charged to operating
expense and funded through operating cash flows. Approximately 90% of both
planned and incurred costs relate to hardware and software expenditures, and
approximately 10% relate to outside consultants. Internal costs of our year
2000 work are not separately tracked. Additional costs could be incurred if
significant remediation activities are required with third parties.

   Risks and Contingencies. We are currently developing contingency plans to
address how we will handle the most reasonably likely worst case scenarios
including situations where our clients, suppliers, financial institutions and
others are not Year 2000 compliant on January 1, 2000. We do not have control
over these third parties and, as a result, cannot currently estimate to what
extent our future operating results may be adversely affected by the failure of
these third parties to successfully address their Year 2000 issues. However,
our contingency plans include actions designed to identify and minimize any
third party exposures and we believe that, based on third party exposures
identified to date, these issues should be resolved by the year 2000.

   Forward Looking Statements Relating to the Year 2000. The foregoing
discussion about the year 2000 issue includes a number of forward-looking
statements, which are based on our best assumptions and estimates. These
include statements concerning our estimated timetables for completing the
uncompleted phases of our year 2000 work, our estimates of the percentages of
the work that remains to be performed to complete these phases, our estimated
timetable for identifying scenarios involving possible failures for year 2000
issues in materially important systems and relationships with third parties and
the development and implementation of contingency plans for mitigating the
impacts of these scenarios and our estimates of the costs of each phase of our
year 2000 work.

   Actual results could differ materially from the estimates expressed in these
forward-looking statements, due to a number of factors. These factors, which
are not necessarily all the key factors that could cause such differences,
include the following:

  .  our failure to judge accurately which of our systems and relationships
     with third parties are materially important;

  .  our inability to obtain and retain the staff and third-party assistance
     necessary to complete the uncompleted phases of our year 2000 work in
     accordance with our estimated timetables;

  .  the inability of our staff and third parties (1) to locate and correct
     all non-year 2000 compliant computer code in materially important
     systems and test such corrected code and (2) to install and test
     upgrades or new systems containing year 2000-compliant computer code,
     all in accordance with our estimated timetables;

  .  unforeseen costs of completing our year 2000 work;

  .  our inability or failure to identify significant year 2000 issues not
     now contemplated; and

  .  the failure of third parties to achieve timely year 2000 readiness.

                                       61


                                    BUSINESS

Company Overview

   We are a leading provider of a broad range of environmental consulting,
engineering and construction, and remediation services, designed to address
clients' environmental needs and to add value by reducing clients' financial
liabilities. In addition, we are leveraging our ability to manage large,
complex environmental projects, one of our core strengths, to offer a variety
of services, such as facilities management, to clients who no longer wish to
perform these services themselves. We have a strong reputation for both the
high quality of our work and the breadth of the services we provide.

   Our clients are federal, state and local governments in the U.S. and
commercial businesses worldwide. We obtained 60% of our pro forma revenues for
the twelve months ended December 25, 1998 from the federal government under
more than 120 contracts that range in length from one to ten years. In
addition, we serve more than 1,600 commercial clients on projects which range
in length from one month to more than one year. As of December 25, 1998 on a
pro forma basis, we employed over 6,000 persons in a network of more than 80
domestic and ten international offices. For the twelve months ended December
25, 1998, our pro forma revenues were $1.4 billion, our pro forma adjusted
EBITDA was $150.5 million and our pro forma net income was $7.1 million. As of
December 25, 1998, our pro forma backlog was $4.0 billion. Ninety percent of
our backlog is related to federal government programs and approximately 84% is
expected to be charged to our clients on a cost-reimbursable basis. Many of our
commercial contracts automatically renew every year unless terminated, and are
typically not part of our backlog.

Industry Overview and Trends

   According to industry sources, over the past five years, the portion of the
domestic environmental services industry in which we compete grew from
approximately $25.4 billion in 1993 revenues to approximately $26.5 billion in
1997 revenues, which equates to a compound annual growth rate of approximately
1.1%. Demand for our environmental services is driven by a number of factors,
including:

  .  the needs of the DOD and DOE to restore sites formerly used for weapons
     production or military bases;

  .  the need to comply with federal, state and municipal environmental
     regulation and enforcement regarding the quality of the environment;

  .  the need to bring aging production facilities into compliance with
     current environmental regulations;

  .  the need to minimize waste generation on an ongoing basis; and

  .  the need to reduce or forestall liability associated with pollution-
     related injury and damage.

   A significant portion of future DOD and DOE environmental expenditures will
be directed to cleaning up hundreds of military bases and to restoring former
nuclear weapons facilities. The DOD has stated that there is an urgent need to
ensure that the hazardous wastes present at these sites, often located near
population centers, do not pose a threat to the surrounding population, and, in
connection with the closure of many military bases, there is an economic
incentive to make sure that the environmental restoration enables these sites
to be developed commercially by the private sector. The DOE has long recognized
the need to stabilize and safely store nuclear weapons materials and to clean
up areas contaminated with hazardous and radioactive waste. According to
federal government publications, the DOD's budget for environmental remediation
will be approximately $2.5 billion annually for the next five years and the
DOE's budget will be approximately $5.7 billion annually for the same period.

                                       62


   Significant environmental laws have been enacted in the U.S. in response to
public concern about the environment. These laws and the implementing
regulations affected nearly every industrial activity, and efforts to comply
with the requirements of these laws create demand for our services. The
principal federal legislation that has created a substantial market for us, and
therefore has the most significant effect on our business, includes the
following:

  .  Comprehensive Environmental Response, Compensation and Liability Act of
     1980. CERCLA established the Superfund program to clean up existing,
     often abandoned hazardous waste sites and provides for penalties and
     significant damages for noncompliance with EPA orders. As of September
     1998, the EPA identified approximately 1,370 sites as being
     significantly contaminated with hazardous materials and, therefore,
     named them as Superfund sites. Only approximately 41% of these sites
     have been remediated.

  .  Resource Conservation and Recovery Act of 1976. RCRA provides a
     comprehensive scheme for the regulation of hazardous waste from the time
     of generation to its ultimate disposal, and sometimes thereafter, as
     well as the regulation of persons engaged in the treatment, storage and
     disposal of hazardous waste.

  .  Clean Air Legislation. The Clean Air Act empowered the EPA to establish
     and enforce National Ambient Air Quality Standards, National Emission
     Standards for Hazardous Air Pollutants and limits on the emission of
     various pollutants. The 1990 amendments to the Clean Air Act
     substantially increased the number of sources emitting a regulated air
     pollutant which will be required to obtain an operating permit; the
     amendments also addressed the issues of acid rain and ozone protection.

  .  Clean Water Act of 1972. The Clean Water Act established a system of
     standards, permits and enforcement procedures for the discharge of
     pollutants to surface water from industrial, municipal and other
     wastewater sources. The Toxic Substance Control Act, enacted in 1976,
     established requirements for identifying and controlling toxic chemical
     hazards to human health and the environment.

   In recent years, our industry has experienced a slowing in revenue growth,
which is principally attributable to spending patterns of commercial clients.
We attribute this slowdown to, among other things:

  .  decreased federal, state and local enforcement of regulations, and

  .  delay in the reauthorization of CERCLA.

   These factors have been partially offset by an increased desire on the part
of commercial clients for strategic environmental services, which:

  .  provide an integrated, proactive approach to environmental issues, and

  .  are driven by economic, as opposed to legal or regulatory concerns.

   In addition, there is a growing international market arising from the
increased awareness on the part of foreign governments and private sector
entities of the need for additional and/or initial environmental regulations,
studies and remediation.

   Traditionally the DOD has maintained most of its own facilities and
performed its own facility activities, but it is now in the process of
transferring many of these responsibilities to private contractors and private
owners. The privatization market has been created by the government's selling
an asset or revenue stream, such as military housing and electric, water and
wastewater utilities on a military base, to a private company, which is then
responsible for maintenance and operation. The outsourcing market has been
created by private contractors taking over site activities currently conducted
by government, often military, personnel.

                                       63


Acquisitions

   Since 1996, we have made ten acquisitions to expand and diversify our
businesses to meet our strategic objectives. The following table provides some
basic information on these acquisitions.



                                                                                                     Most Recent
                                                                                                     Fiscal Year
                                                                                                       Revenues
   Date of                                                                                             Prior to
 Acquisition        Name           Location(s)                         Business                      Acquisition
- -----------------------------------------------------------------------------------------------------------------
                                                                                         
Mar. 1996    Gradient           Massachusetts      . Environmental/human health risk assessment        $5 million
             Corporation                           . Litigation support
- -----------------------------------------------------------------------------------------------------------------
Nov. 1996    Chi Mei IT         Taiwan             . Wastewater treatment design/build                $12 million
- -----------------------------------------------------------------------------------------------------------------
May 1997     PHR                California         . Historical pollution liability research and       $3 million
             Environmental      Washington, DC       investigation
             Consultants, Inc.
- -----------------------------------------------------------------------------------------------------------------
Sept. 1997   Pacific            California         . Environmental consulting and engineering         $10 million
             Environmental                           services
             Group, Inc.
- -----------------------------------------------------------------------------------------------------------------
Jan. 1998    Jellinek,          Washington, DC     . Science-based environmental consulting and       $12 million
             Schwartz &         Colorado             advocacy services
             Connolly, Inc.     England
- -----------------------------------------------------------------------------------------------------------------
Mar. 1998    LandBank, Inc.     Colorado           . Real estate acquisition and restoration company   $3 million
- -----------------------------------------------------------------------------------------------------------------
Feb. and     OHM Corporation    Over 30 regional   . Leading diversified services firm providing a   $527 million
June 1998                        offices             broad range of services for governmental and
                                                     private sector clients
                                                   . Leading provider of operations, maintenance
                                                     and construction outsourcing services
- -----------------------------------------------------------------------------------------------------------------
Dec. 1998    Fluor Daniel GTI,  Over 30 offices in . Broad-based environmental services firm         $200 million
             Inc.                North America,
                                 Europe and
                                 Australia
- -----------------------------------------------------------------------------------------------------------------
March 1999   Roche ltee, Groupe Quebec City,       . Engineering and construction services to         $28 million
             conseil            Canada               wastewater, paper, mining and transportation
                                                     industries worldwide
- -----------------------------------------------------------------------------------------------------------------
April 1999   EFM Group          Over 10 offices    . Environmental remediation, program management   $106 million
                                 in North America    and technical support for federal government
                                                     agencies and private sector clients
- --------------------------------------------------------------------------------
June 1999    EMCON              Over 20 offices    . Environmental engineering, design               $151 million
                                 in North America    and construction
                                                   . Municipal solid waste services
- -----------------------------------------------------------------------------------------------------------------


   We believe our recent acquisitions add capabilities that are complementary
to our existing services, and offer us cost savings and other synergies. We
also believe that our matrix organization and our comprehensive management
information system allow us to:

  .  efficiently integrate acquired operations,

  .  eliminate duplicative costs,

  .  centralize common functions,

  .  consolidate locations that serve the same areas, and

  .  use our low cost structure to bid successfully on new projects.

   In connection with the OHM acquisition, we implemented a cost reduction
program that eliminated approximately $32.0 million in costs on an annualized
basis within six months of acquiring the business, principally through
elimination of management overhead, marketing costs and facilities. In
connection with the

                                       64



GTI acquisition, we executed a similar plan that has resulted in approximately
$18.7 million of annualized cost eliminations being realized. We have devised
similar plans with respect to the EFM and EMCON acquisitions that we believe
will produce approximately $9.6 million in annualized cost eliminations for EFM
and approximately $12.0 million for EMCON. See "Unaudited Pro Forma
Consolidated Financial Data."

 EMCON

   On June 15, 1999, we acquired all of the issued and outstanding capital
stock of EMCON for approximately $61.9 million, plus the assumption of
approximately $12.3 million in net debt.

   EMCON, based in San Mateo, California, is a leader in the design,
construction and remediation of solid and hazardous waste facilities, having
participated in the design, construction and remediation of several hundred
transfer, storage and disposal facilities in the United States, as well as
several foreign countries. EMCON's solid waste services include:

  .  site selection and evaluation,

  .  facility design,

  .  development of preprocessing and operating facilities,

  .  assistance in regulatory compliance and permitting,

  .  final closure, end-use planning and design,

  .  construction, and

  .  operations and maintenance.

   EMCON's services also include the development of programs dealing with
environmental assessments and remediation of contaminated sites, as well as
services related to applied sciences such as fuel spill damage assessment,
marine fate-and-effect studies and natural resource damage assessment. For the
twelve months ended December 31, 1998, EMCON had revenues of $151.3 million,
adjusted EBITDA of $8.3 million and net income of $1.6 million.

 EFM

   On April 9, 1999, we purchased specified assets and specified liabilities of
EFM from ICF Kaiser for a purchase price of $82.0 million reduced by $8.0
million representing working capital retained by ICF Kaiser.

   EFM primarily oversees major program management and technical support
contracts for federal agencies, particularly the DOE, DOD and NASA, as well as
private-sector environmental clients. EFM provides two principal services:

  .  environmental consulting, characterization, remedial design and
     construction; and

  .  facilities management, which involves engineering, operations and
     maintenance.

   Examples of current EFM projects include providing technical support for
environmental restoration projects at some of the DOE's former weapons
production facilities and conducting hazardous and radioactive waste cleanups
under two large contracts for the Army Corps of Engineers. EFM also focuses on
providing support to the DOD's privatization and outsourcing initiatives, and
holds a 23% interest in a joint venture providing outsourcing services to NASA.
For the twelve months ended December 31, 1998, EFM had revenues of $105.9
million, adjusted EBITDA of $6.2 million and net income of $6.1 million.

 Roche

   On March 31, 1999, we purchased all of Roche's issued and outstanding
capital stock for an initial payment of $10.2 million in cash, plus two
potential earnout payments.

                                       65



   Roche, an engineering, construction and consulting company based in Canada,
is primarily focused on infrastructure development including transportation and
water/wastewater treatment facilities. Roche also has completed projects in the
pulp and paper and mining markets. Roche operates exclusively outside the U.S.,
and has current project experience in more than 20 countries. We have
collaborated with Roche on projects during the past two years, and we believe
that this acquisition will add to our strategic consulting capabilities and
experience and expertise in international markets. We expect Roche to provide
us with access to international clients as well as a mobile workforce to
respond to our U.S.-based, multinational clients' needs on a global basis. For
the twelve months ended December 25, 1998 Roche had revenues of $28.3 million,
adjusted EBITDA of $0.5 million and adjusted net income of $0.1 million.

Markets and Services

 General

   We provide services through four platforms: engineering & construction,
consulting & ventures, outsourced services and international. We do not own or
operate facilities involved in the ongoing commercial disposal of hazardous
waste.

 Engineering & Construction

   Most of our business is the management of complex hazardous waste
remediation projects. These projects involve the assessment, planning and
execution of the decontamination and restoration of property, plant and
equipment that have been contaminated by hazardous substances. These projects
usually require the cleanup of land sites where hazardous or radioactive
substances have been disposed. These sites can pose threats to adjacent
buildings, production facilities and storage sites and the surrounding rivers,
streams and groundwater. These projects require considerable technical
engineering and analysis to identify the substances involved, the extent of the
contamination, the appropriate alternatives for containing or removing the
contamination, and the selection of the technologies for treatment to perform
the cleanup of the site. They also require strong project management and
construction and remediation skills to control costs and to meet required
schedules.

   Our engineering & construction platform provides full-service DOD and DOE
delivery order program management, engineering and design services, remedial
construction, specialized equipment and decontamination/decommissioning
capabilities. Remedial construction services offered by this platform include:

  .  excavation and isolation,

  .  installation of subsurface recovery systems,

  .  bioremediation approaches,

  .  chemical treatment,

  .  soil washing,

  .  fixation or stabilization,

  .  facility or site closures,

  .  solidification,

  .  landfill cell construction, and

  .  slurry wall and cap installation.

   We use our engineering & construction skills to develop partnering
arrangements with clients in which we become the primary supplier of all client
environmental management services and assist clients in innovatively reducing
total environmental costs.

                                       66


   The following is an example of the type of project performed by our
engineering & construction platform. We completed an approximately $70.0
million site remediation and restoration project for the DOD at Fort Ord in
Monterey, California as part of the DOD's base closure program. The project
site consisted of an 8,000 acre military site. We provided a range of services
at this site, including:

  .  removal of lead and copper from 3.2 miles of beach;

  .  removal and transportation of over 2.0 million cubic yards of soils and
     waste;

  .  consolidation and closure of four landfills totaling 144 acres;

  .  restoration of a 44 acre site for a municipal park; and

  .  revegetation of 100 acres of disturbed property with native species.

 Consulting & Ventures

   Our consulting & ventures platform helps clients comply with environmental
and/or health and safety regulations. This platform also assists clients in
developing corporate policies and procedures in areas such as pollution
prevention and waste minimization so that they integrate environmental
regulations into their business decisions. Our consulting & ventures platform
provides a wide range of consulting services, including the following:

  .  environmental permitting,

  .  facility siting and design,

  .  strategic environmental management,

  .  environmental compliance/auditing,

  .  risk assessment/management,

  .  air quality assessment/management,

  .  pollution prevention and waste minimization,

  .  industrial hygiene,

  .  environmental information systems, and

  .  data management.

   The following is an example of the type of project performed by our
consulting & ventures platform. Under a $6.0 million contract with a large,
diversified manufacturing company, we conducted a remedial
investigation/feasibility study on a Superfund site located at a 95-acre coke
plant in Ironton, Ohio. After conducting the study, we prepared a remedial
design/action plan, which included construction services and the design of
facilities and bioremediation and groundwater management. Our plan resulted in
substantial savings for the client.

 Outsourced Services

   Through our outsourced services platform, we have broad capabilities for
operations, maintenance, management and construction at federal facilities and
in the private sector. This platform is a leading provider of project, program
and construction management services to the DOD and state and local government
agencies. As a result of the OHM acquisition, we are leveraging our core
competencies into new, high-growth service areas, especially toward outsourcing
and privatization occurring in federal, state and local governments. These core
competencies meet facilities management needs in the private sector as well.
Our outsourced services platform also offers recurring services that are not
dependent on regulatory enforcement.

                                       67


   The following is an example of the type of project performed by our
outsourced services platform. We have been awarded a third consecutive contract
by the Air Force to perform construction management services over a five-year
period at Hill Air Force Base in Utah. The value of this contract is
approximately $95.0 million, and involves projects ranging from small
renovation and replacement work to the installation of sophisticated centrifuge
technology. We also are coordinating the activities of several subcontractors
that are performing ongoing construction activities.

 International

   We are building our international platform to meet the global environmental
needs of our U.S.-based clients. In November 1996, we bought 50.1% of the stock
of Chi Mei Scientech/Entech, a Taiwan-based wastewater treatment design/build
firm, now doing business as Chi Mei IT. As a part of our purchase of GTI, we
acquired GTI's subsidiaries in Australia, Italy and the United Kingdom. We also
entered into a four-year marketing agreement with Fluor Daniel, Inc. that is
expected to provide us project diversification on a worldwide basis. In March
1999, we acquired all of the outstanding capital stock of Roche, a 700 employee
firm based in Canada. Roche has current project experience in over 20
countries. Also, we have in the past, and may in the future, enter into joint
venture agreements or investments for international projects. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition--
Results of Operations--Continuing Operations--Revenues."

   The following is an example of the type of project performed by our
international platform. We were appointed to design, install and operate a soil
vapor extraction system to remediate a former gasworks site in London, England,
under a contract for approximately (Pounds)500,000, or approximately $800,000.
Under a detailed design created to speed installation and minimize
commissioning time, we were able to treat an area of 43,000 square meters.
During the course of the project, we bioremediated or volatillised over 100
tons of contaminated soil. The site will now be redeveloped as a major
exhibition site.

Clients

   Our clients are federal, state and local governments and commercial
businesses worldwide.

 Federal, State and Local Government Clients

   Due to our technical expertise, project management experience and full-
service capabilities, we have successfully bid on and executed CERCLA and RCRA-
related contracts for many federal and other government agencies. See
"Business--Operations--Regulations."

   Federal government contracts are typically awarded through competitive
bidding pursuant to federal procurement regulations and involve several
bidders. After a successful bidder is selected, there is usually a period for
contract negotiations. Government contracts also typically have annual funding
limitations and are limited by public sector budgeting constraints. Some of
these contracts provide a maximum amount of services that may be performed by
us, and specific services are authorized from time to time through a series of
task orders under the master contract.

   Many of these government contracts are for multi-year indefinite delivery
order contracts. These programs provide estimates of what the agency expects to
spend, and our program management and technical staffs work closely with the
client to define the scope and amount of work required. While these contracts
do not initially provide us with any specific amount of work, as projects are
defined, the work is awarded to us without further competitive bidding.
Approximately 40% of our revenues for the nine months ended December 25, 1998
were from indefinite delivery order contracts.

   Although we generally serve as the prime contractor on our federal
government contracts, or as a part of a joint venture that is the prime
contractor, we also serve as a subcontractor to other prime contractors on some
federal government programs. As has become typical in the environmental
industry, we have entered and may

                                       68


continue to enter into joint venture or teaming arrangements with competitors
when bidding on the largest, most complex contracts.

   The table below sets forth the percentage of revenues we receive from
federal, state and local government contracts as a percentage of our
consolidated revenues.



                         Twelve months ended                        Pro Forma
                         ------------------- Nine months ended Twelve months ended
                         March 28, March 27,   December 25,       December 25,
Source                     1997      1998          1998               1998
                                                   
Federal government:
  DOD...................     42%       47%           52%                41%
  DOE...................     14         9            10                  8
  Other federal
   agencies.............      3         2             7                  5
                            ---       ---           ---                ---
                             59        58            69                 54
  State and local
   governments..........      8         5             5                  6
                            ---       ---           ---                ---
Total...................     67%       63%           74%                60%
                            ===       ===           ===                ===


 Bidding Process

   We have a set of company-wide estimating and proposal development procedures
designed to provide consistency across all operating platforms during the
preparation of both commercial and government proposals. Our shared services
group implements these procedures and provides resources to our business
platforms for preparation of cost estimates, proposals and bid submittals. Each
of our platforms has responsibility for responding to customer solicitations.
The final decision requires coordination between operations management,
business development personnel and corporate management. Before our bid is
submitted to a client, the approach and pricing are reviewed by operations and
estimating management, which performs a risk evaluation of commercial terms and
conditions and technical aspects of the bid opportunity. Pricing then is
established in accordance with corporate policies issued by our legal
department.

 Commercial Clients

   We serve numerous commercial clients including chemical, petroleum and other
manufacturing firms, utilities, real estate and transportation service
companies and law firms. Much of our commercial work represents new contracts
awarded by existing clients. No single commercial client accounted for 10% or
more of our consolidated revenues in the nine months ended December 25, 1998,
or during fiscal years 1998 or 1997. Although in recent years enforcement of
CERCLA has diminished, clients are still seeking strategic, integrated
solutions to their environmental problems, which we seek to provide.

Contracts

   We enter into various types of contracts with our clients, including fixed
price and cost-reimbursable plus fixed fee and award fee contracts. For the
twelve months ended December 25, 1998 on a pro forma basis, 30% of our net
revenue was derived from fixed-price contracts and 70% from cost-reimbursable
plus fixed fee and award fee contracts. Under a fixed-price contract, the
client agrees to pay a specified price for our performance of the entire
contract. Under a cost-reimbursable contract, we charge clients negotiated
rates based on our direct and indirect costs plus a fee component. Our ability
to perform profitably under fixed-price and other types of contracts depends on
our ability to identify, manage and recover on claims for differing and
unanticipated conditions and other changes. See "Risk Factors--Government
Contractor Risk."

   We provide our services under contracts, purchase orders or retainer
letters. We bill all of our clients periodically based on costs incurred, on
either an hourly-fee basis or on a percentage of completion basis, as the
project progresses. Generally, our contracts do not require that we provide
performance bonds, although we typically require our subcontractors to post a
bond. A performance bond, issued by a surety company, guarantees the
contractor's performance under the contract. If the contractor defaults under
the contract, the

                                       69


surety will, in its discretion, step in to finish the job or pay the client the
amount of the bond. We have signed indemnity agreements with our two sureties
to indemnify them from obligations that arise from our failure to perform under
contracts. If, however, the contractor does not have a performance bond and
defaults in the performance of a contract, the contractor is responsible for
all damages resulting from the breach of contract. These damages include the
cost of completion, together with possible consequential damages such as lost
profits. To date, we have not incurred material damages beyond the coverage of
any performance bond, and we have never had a bond called where the surety has
been required to take over a project or pay damages.

   For the nine months ended December 25, 1998, subcontractor costs comprised
40% of our revenues. The absence of qualified subcontractors with whom we have
a satisfactory relationship could adversely affect the quality of our services
and our ability to perform under some of our contracts.

Backlog

   Our total pro forma backlog at March 26, 1999 was approximately $4.1
billion, including approximately $0.9 billion of funded backlog of which $0.7
billion is scheduled to be completed during 1999. Many of our commercial
contracts automatically renew every year unless terminated, and are typically
not part of our backlog. We believe that the predictability and stability of
our backlog permits us to efficiently manage our overhead and marketing costs
by bidding selectively on new work. As of March 1999, we have approximately
$1.4 billion of pending proposals, and we expect to consider more than $5.0
billion of additional bidding opportunities in 1999.

Technology Development and Patents

   Our technology development program focuses on innovative applications to
client projects of new and existing technologies and methods. The program has
four principal goals:

  .  to support project managers and clients to ensure successful application
     of environmental technologies,

  .  to continue to improve technologies developed in-house through use on
     client projects,

  .  to evaluate and implement technologies developed by others that present
     commercial opportunities for us, and

  .  to improve third party technologies for enhanced client value.

   We emphasize several technologies, including bioremediation. For example, we
have used naturally occurring organisms in our patented BIOFAST(R) system to
clean a number of sites. We have licensed from a third party "barrier wall and
reactive gate technology," which assists in the decomposition of contaminants,
and continue to apply it to client projects. The EPA has also extended for a
third year our contract to operate its Test & Evaluation Facility in
Cincinnati, Ohio, which is available for private party sponsored technology
evaluations. It also provides treatability testing and process development
services on contaminated waste waters, sludges and soils. Major efforts this
year focused on safe drinking water and water treatment processes including
filtration and disinfection technologies. We also have improved our
environmental information management technologies. We have received extensive
patent coverage for the Manage IT system, which we use to manage and track
hazardous waste at client sites. Through the use of proprietary and other
environmental information management systems, we have become a leading user of
advanced data base management technology to serve clients' needs.

   We hold over 20 patents for various environmental technologies. Two patents
cover certain design features of equipment used in our on-site remediation
business. The first patent is for a filtration system to remove pollutants from
flowing creeks and streams. The second, known as a Portable Method for
Decontaminating Earth, is for a decontamination system to remove contaminants
from the soil through a process commonly known as soil vapor extraction. We
also have the X*TRAX(R) and LT*X(R) thermal desorption processes. The X*TRAX(R)
and LT*X(R) systems are waste treatment processes that thermally separate
organic contaminants from soils or solids and then treat the resulting organic
vapor stream.

                                       70


Competition

   We believe that the principal competitive factors in all areas of our
business are:

  .  technical proficiency;

  .  operational experience;

  .  price;

  .  breadth of services offered; and

  .  local presence.

   We compete with a diverse array of small and large organizations including
the following:

  .  national or regional environmental management firms;

  .  national, regional and local architectural, engineering and construction
     firms;

  .  environmental management divisions or subsidiaries of international
     engineering, construction and systems companies; and

  .  hazardous waste generators that have developed in-house capabilities.

   For a description of the risks we face from industry competition, see "Risk
Factors--Significant Competition."

Employees

   As of December 25, 1998 on a pro forma basis, we had more than 6,000
employees. Over 2,500 of these are professional level employees, including
approximately 850 engineers, 450 environmental scientists, 475 geologists and
over 800 other specialists. In addition, our professional employees hold in the
aggregate over 950 masters degrees and 150 PhD's. Our ability to retain, expand
and utilize our staff, including those employees that have primary
responsibility for maintaining client relationships, will be a significant
factor in our future success. None of our employees are represented by labor
unions under company-wide collective bargaining agreements. However, we do
employ union labor from time to time on a project-specific basis. We consider
our relations with our employees to be good.

Properties

   We own or lease property in 36 states, the District of Columbia, the United
Kingdom, Italy and Australia. Excluding discontinued operations, we own
approximately 54 acres and lease approximately 1.8 million square feet of
property for various uses, including:

  .  regional and project offices,

  .  technology and process development laboratories,

  .  field remediation support service facilities, and

  .  corporate offices.

   We consider these facilities adequate for our present and anticipated
activities.

   Additionally, we own approximately 2,800 acres related to discontinued
operations, principally in Northern California, of which approximately 900
acres were used for hazardous waste disposal facilities and approximately 1,900
are adjacent to those facilities, but were never used for waste disposal.

                                       71


Insurance

   We maintain liability insurance programs that are structured to provide
coverage for major and catastrophic losses. We self insure against losses that
may occur in the ordinary course of business. Effective April 1, 1998, our
liability insurance program provides for coverage of up to $75.0 million. This
coverage has a $500,000 deductible. We also carry pollution liability insurance
with policy limits of up to $35.0 million. This coverage has a $1.0 million
deductible. However, we cannot assure that any future claims will not exceed
our coverages.

Regulatory

   Our clients and we are subject to extensive and evolving environmental laws
and regulations. The level of enforcement of these laws and regulations affects
the demand for many of our services and creates certain significant risks and
potential opportunities for us in providing our services. Regulatory
enforcement and changes may also affect our inactive disposal sites in Northern
California. See "Risk Factors--Environmental Contractor Risks" and the note to
our consolidated financial statements entitled "Discontinued Operations."

   Over the past several years, interested parties have proposed a number of
significant changes to existing environmental laws. Most of the proposed
changes have been delayed in Congress. The proposals would overhaul the
government regulatory process, require regulatory risk assessments and cost-
benefit analyses and reduce requirements for reporting to the government. The
impact of these proposed changes upon our business cannot yet be fully
predicted. However, the proposed changes in regulations and the perception that
enforcement of current environmental laws has been reduced, appear to have
decreased the demand for some of our services, as clients anticipate and adjust
to the potential changes. Proposed changes could result in increased or
decreased demand for some of our services. For example, if regulatory changes
decrease the cost of remediation projects or result in more funds being spent
for actual remediation, that portion of our business could increase while
amounts spent for studying could decrease. The ultimate impact of the proposed
changes will depend upon a number of factors, including the overall strength of
the U.S. economy and clients' views on the cost-effectiveness of remedies
available under the changed regulations.

   The principal environmental legislation and proposed changes in those laws
affecting us and our clients are described below:

  Comprehensive Environmental Response, Compensation and Liability Act of
1980. CERCLA governs the cleanup of sites at which there have been or may be
releases or threatened releases of hazardous substances into the environment.
CERCLA provides that any person who (1) currently or at the time of disposal of
a hazardous substance, owned or operated any facility at which hazardous
substances were released, (2) arranged for disposal, treatment, or
transportation of hazardous substances by others or (3) accepted hazardous
substances for transport to facilities or sites from which there is a release
or threatened release of hazardous substances, is liable for the costs of
cleanup and damages to natural resources. These persons are called PRPs. CERCLA
provides that the federal government can either clean up these sites itself or
to order the PRPs to do so. CERCLA created the Hazardous Substance Superfund to
be used by the federal government to pay for certain cleanup efforts. When the
federal government expends Superfund money for remedial activities, it must
seek reimbursement from the PRPs. CERCLA generally imposes strict, joint and
several retroactive liability upon PRPs. See our "Notes to Consolidated
Financial Statements" for additional information on CERCLA liability on us and
PRPs in general.

  CERCLA's Superfund taxing authority expired in December 1995, and CERCLA's
authority to expend funds originally expired in September 1994. However,
Congress has extended the EPA's authority to use funds on an interim basis.
Congress to date has linked long-term reinstatement of Superfund's taxing and
spending authority to comprehensive reauthorization and revision of CERCLA. The
Congressional Budget Office estimates that the Superfund trust fund has
sufficient funds for the CERCLA program through the year 2001.

                                       72


  A number of changes in CERCLA have been proposed. The suggested changes
include changes in cleanup standards, remedy selection, the amount of funds
available for cleanup, and CERCLA's provision for allocating responsibility for
cleanups. We believe Congress' failure to reauthorize CERCLA, and continuing
uncertainty concerning the details of the legislation, have resulted in project
delays and/or the failure of clients to initiate or proceed with projects.
Arguments over state participation in CERCLA programs and provisions for
damages to natural resources make passage of a bill reauthorizing CERCLA more
uncertain. Potential exhaustion of the monies in the Superfund trust may
accelerate the passage of legislation reauthorizing CERCLA.

  The EPA has attempted, through various regulatory initiatives, to make it
easier to redevelop "brownfields," or lightly to moderately contaminated urban
sites. Brownfields sites nationally have been estimated to number in the
hundreds of thousands. Similar legislation has also been introduced, and a
number of states have initiated similar programs. The EPA is currently
attempting to raise funds for brownfields programs through bond programs. While
we believe such programs offer additional opportunities, we cannot predict the
ultimate impact of these programs.

  Resource Conservation and Recovery Act of 1976. RCRA regulates the treatment,
storage and disposal of hazardous and solid wastes. It also restricts the land
disposal of certain wastes, prescribes more stringent management standards for
hazardous waste disposal sites, sets standards for underground storage tank
management and provides for corrective action procedures. RCRA also imposes
liability and stringent management standards on generators or transporters of
hazardous waste and owners or operators of waste treatment, storage or disposal
facilities.

  RCRA's requirement that underground storage tanks be upgraded to double-
walled tanks with leak detection systems became effective on December 22, 1998,
with some 250,000 tanks estimated to remain in violation nationwide. We believe
that increased state and EPA enforcement actions for underground storage tank
noncompliance will prompt increased repair or replacement of these tanks.
Further, in November 1998, the EPA adopted its new Hazardous Waste
Identification Rule regulation, allowing more flexible and cost-effective
approaches to site cleanups. In particular, the final rule streamlines
permitting, treatment and technological requirements for waste remediation.

  Clean Air Legislation. The Clean Air Act requires compliance with National
Ambient Air Quality Standards for specific pollutants and empowers the EPA to
establish and enforce limits on the emission of various pollutants from
specific types of facilities. The Clean Air Act Amendments of 1990 modified the
Clean Air Act in a number of significant areas. Among other changes, these
amendments:

  .established emissions allowances for sulfur and nitrogen oxides,

  .established strict requirements applicable to emissions of air toxics,

  .  established a facility-wide operating permit program for all major
     sources of regulated pollutants,

  .established requirements for management of accidental releases of toxic
  air pollutants, and

  .created significant new penalties, both civil and criminal, for violations
  of the Clean Air Act.

  Although the EPA recently promulgated regulations significantly tightening
standards for ozone and particulate emissions, and these regulations might
eventually increase demand for our air quality services, the proposals have met
with substantial opposition (including court challenges) and their ultimate
fate and impact remain uncertain. Also, while world leaders recently agreed to
the "Kyoto Protocol" (treaty) to reduce greenhouse gas emissions, and these
proposals could increase demand for our air quality services, they have also
met with substantial opposition, and their ultimate fate remains uncertain.
Also uncertain are the fate and impact of proposals for tax credits for
greenhouse gas emission reductions as an alternative to the Kyoto Protocol.

  The Price Anderson Act. Approximately 11% of our $4.0 billion in backlog
consists of projects in our energy and nuclear services business. We service
the need of the DOE in converting its weapons facilities to

                                       73


civilian purposes and the need of the nuclear power industry in the
decontamination and decommissioning of nuclear power plants. We expect this
portion of our business to continue to grow as up to 35 operating commercial
power plants reach the end of their useful lives over the next 20 years.

  The PAA promotes and regulates the nuclear power industry in the U.S. The PAA
comprehensively regulates the manufacture, use and storage of radioactive
materials, and promotes the nuclear power industry by offering broad
indemnification to nuclear power plant operators and DOE contractors. While the
PAA's indemnification provisions are broad, it has not been determined whether
they apply to all liabilities that might be incurred by a radioactive materials
cleanup contractor such as us. Also, the PAA expires in 2002. Because nuclear
power remains controversial and no new nuclear plants are planned in the U.S.,
it is not clear that the PAA and its indemnification provisions will be
extended beyond 2002. Our business could be adversely affected if the PAA were
not extended beyond 2002.

  The Food Quality Protection Act of 1996. The FQPA has created an increased
demand for agricultural chemical registration and defense services. JSC, one of
our recent acquisitions, is a leading supplier of these services. Also, the
regulatory initiatives incorporated in the FQPA, including more comprehensive
risk evaluation and management for hazardous chemicals, are likely to influence
future EPA policies and practices. Such regulatory developments may increase
demand for our services.

   Other Federal and State Environmental Laws. Our clients also use our
services in complying with, and our operations are subject to regulation under,
among others, the following federal laws:

  . the Toxic Substances Control Act,

  . the Clean Water Act,

  . the Safe Drinking Water Act,

  . the Occupational Safety and Health Act, and

  . the Hazardous Materials Transportation Act.

   Many states also have passed Superfund-type legislation and other
regulations and policies to cover more detailed aspects of hazardous materials
management. This legislation addresses such topics as:

  . air pollution control,

  . underground storage tank and aboveground storage tank management,

  . water quality,

  . solid waste,

  . hazardous waste,

  . surface impoundments,

  . site cleanup, and

  . wastewater discharge.

Discontinued Operations

  At December 25, 1998, our consolidated balance sheet included accrued
liabilities of $7.9 million to complete the closure and post-closure of our
disposal facilities and the PRP matters, net of trust fund and annuity
investments, restricted to closure and post-closure use and anticipated
insurance settlement proceeds. In December 1987, we adopted a strategic
restructuring program which included a formal plan to divest the
transportation, treatment and disposal operations through sale of some
facilities and closure of others. Subsequent to this date, we ceased obtaining
new business for these operations. We have funded previously accrued costs of
$11.1 million for the nine months ended December 25, 1998, $14.9 million in the
year ended

                                       74


March 27, 1998 and $15.7 million in the year ended March 28, 1997 relating to
our closure plans and construction and PRP matters. We expect to incur costs
over the next several years, but the nature of the costs will change from
closure design and construction to post-closure monitoring. See "Risk Factors--
Closure of Inactive Disposal Sites and Potential CERCLA Liabilities,"
"Management's Discussion and Analysis of Results of Operations and Financial
Condition--Liquidity and Capital Resources" and the note to our consolidated
financial statements entitled "Discontinued Operations" for more information on
the financial implications of our discontinued operations.

Legal Proceedings

 Continuing Operations Legal Proceedings

  We are subject from time to time to a number of different types of claims
arising in the ordinary course of our business, including contractual disputes
with clients, subcontractors and suppliers, claims for professional negligence,
environmental claims, governmental audits and investigations and claims for
personal injuries and property damage. We do not believe that any of these
claims will have a material adverse effect on our business. See the note to our
consolidated financial statements entitled "Commitments and Contingencies--
Contingencies" for information regarding the legal proceedings related to our
continuing operations.

 Discontinued Operations Legal Proceedings

  We have been, are and may in the future be subject from time to time to a
number of different types of claims arising out of our discontinued operations
including environmental claims for recovery of all or a portion of the cleanup
costs at sites we previously owned or operated or to which we took our or a
client's wastes, including claims for personal injuries and property damage. We
do not believe that any of these claims will have a material adverse effect on
our business. See the note to our consolidated financial statements entitled
"Discontinued Operations" for information regarding the legal proceedings
related to our transportation, treatment and disposal discontinued operations.

                                       75


                                   MANAGEMENT

Board Of Directors

   At our 1996 annual meeting, stockholders approved a cash investment of $45.0
million by certain investors affiliated with Carlyle. Carlyle is a private
global investment firm, based in Washington, DC, which originates, structures
and acts as lead equity investor in management-led buyouts, strategic minority
equity investments, equity private placements, consolidations and build-ups and
growth capital financings. Formed in 1987, Carlyle has invested over $1.6
billion of equity in over 50 transactions. The firm currently has more than
$3.0 billion of capital under management by separate teams dedicated to
management-led buyouts and strategic minority investments, venture capital,
real estate and international investment opportunities.

   In consideration of its investment, Carlyle received 45,000 shares of newly
issued convertible preferred stock and warrants to purchase up to 1,250,000
shares of our common stock. Carlyle's purchase of the convertible preferred
stock and warrants was financed through the private sale of interests in
limited partnerships affiliated with Carlyle or through other entities. These
partnerships and other entities then purchased the convertible preferred stock
and warrants.

   Pursuant to the terms of this investment, Carlyle is entitled to elect a
majority of our board of directors until November 20, 2001, provided that
Carlyle continues to own at least 20% of our voting securities. A majority of
the directors, sometimes referred to as the preferred stock directors, will be
elected by the holders of the convertible preferred stock, and the remaining
directors, sometimes referred to as the common stock directors, will be elected
by our common stockholders. See "Description of Capital Stock" for additional
information regarding the provisions of Carlyle investment agreements with
respect to the election of directors.

   Directors are elected annually to serve until the next annual meeting and
until their successors have been elected and have qualified. Our board of
directors is constituted as follows:



                                                                              Director of
Name                     Age                Current Position                 IT Group Since
                                                                    
Common Stock Directors:
Anthony J. DeLuca (1)     52 Director, Chief Executive Officer and President      1996
James C. McGill (3)       55 Director                                             1990
Richard W. Pogue (3)      71 Director                                             1998
Charles W. Schmidt (2)    71 Director                                             1998
Preferred Stock
 Directors:
Daniel A. D'Aniello (1)   52 Director and Chairman of the Board                   1996
 (2)                         (non-officer position)
Philip B. Dolan (1) (2)   41 Director                                             1996
E. Martin Gibson (3)      61 Director                                             1994
Robert F. Pugliese (3)    66 Director                                             1996
James David Watkins (2)   72 Director                                             1996

- --------
(1) Member of Executive Committee.

(2) Member of Compensation Committee.

(3) Member of Audit Committee.

Background of the Directors

   Mr. D'Aniello has been a Managing Director for Carlyle since 1987. Mr.
D'Aniello was Vice President, Finance and Development for Marriott Corporation,
a hospitality company, from 1981 to 1987. He currently serves on the board of
directors for GTS Duratek, Inc., an environmental services company, Baker &
Taylor, Inc., a wholesale distributor of books, and PRA International, Inc. Mr.
D'Aniello is Chairman of GTS Duratek, Inc. and Vice Chairman of Baker & Taylor,
Inc.

                                       76


   Mr. DeLuca was named our Chief Executive Officer and President on July 22,
1997 and President and our Acting Chief Executive Officer and a Director as of
July 1, 1996. Prior thereto, Mr. DeLuca had been our Senior Vice President and
Chief Financial Officer since March 1990. Before joining us, Mr. DeLuca had
been a senior partner at the public accounting firm Ernst & Young LLP.

   Mr. Dolan has been a Principal for Carlyle since 1998. Prior thereto, he was
a Vice President for Carlyle from 1989. He also serves on the board of
directors of Baker & Taylor, Inc. Prior to joining Carlyle, Mr. Dolan was an
investment analyst and fund manager with the Trust Division of the Mercantile-
Safe Deposit and Trust Company and was engaged in management consulting and
practiced public accounting with Seidman & Seidman. Mr. Dolan is a Certified
Public Accountant.

   Mr. Gibson served as Chairman of the board of directors, a non-officer, non-
employee position, from April 6, 1995 until his resignation as Chairman upon
completion of the investment. From 1990 until December 1994, Mr. Gibson served
as Chairman of Corning Life Sciences, Inc., a subsidiary of Corning
Incorporated. Mr. Gibson served in various other senior management capacities
with Corning Incorporated during his 32-year career there, including as a
Senior Vice President and General Manager of Corning Medical and Scientific
Division from 1980 until 1983, and as Group President of Corning Consumer
Products and Laboratory Sciences from 1983 until 1990. From 1983 to 1994, Mr.
Gibson served on the board of directors of Corning Incorporated. Mr. Gibson
also serves on the Boards of Directors of Hardinge, Inc., NovaCare, Inc. and
Primerica, Inc.

   Mr. McGill is currently, and has been for at least five years, a private
investor. He served as Chairman of McGill Environmental Systems, Inc. from 1970
to 1987. Mr. McGill serves on the board of trustees of the University of Tulsa
and on the boards of directors of two private corporations that are engaged in
the venture capital and health exercise equipment businesses.

   Mr. Pogue is a consultant with Dix & Eaton, a public relations firm.
Effective June 30, 1994, Mr. Pogue retired as Senior Partner of the law firm of
Jones, Day, Reavis & Pogue, Cleveland, Ohio, of which he had been a partner
since 1961. Mr. Pogue is also a Director of Continental Airlines, Inc., Derlan
Industries Limited, M.A. Hanna Company, KeyCorp, LAI Worldwide, Inc., Rotek
Incorporated and TRW Inc. Mr. Pogue was a Director of OHM from 1986 until the
OHM merger.

   Mr. Pugliese has been Special Counsel to Eckert Seamans Cherin & Mellott
since 1993. Mr. Pugliese was Executive Vice President, Legal and Corporate
Affairs for Westinghouse Electric Corporation and served as General Counsel
from 1976 to 1992. Mr. Pugliese is a member of the Association of General
Counsel. Mr. Pugliese has served as Secretary to the board of directors of
Westinghouse Electric Corporation and Chairman of the board of trustees at the
University of Scranton, and served as a Director of OCWEN Asset investment
Corporation and St. Clair Memorial Hospital.

   Mr. Schmidt retired in January 1991 as Senior Vice President, External
Affairs of Raytheon Company, a broadly diversified manufacturer of industrial
and consumer products, and was formerly President and Chief Executive Officer
of SCA Services, Inc., a company that provided waste management-related
services, and President and Chief Executive Officer of S.D. Warren Company, a
division of Scott Paper Company. Mr. Schmidt also serves as a trustee of the
Massachusetts Financial Services Family of Mutual Funds and is a Director of
Mohawk Paper Company. Mr. Schmidt was a Director of OHM from 1986 until the OHM
merger.

   Admiral Watkins has been the President of the Joint Oceanographic
Institutions, Inc. since 1993 and President of Consortium Oceanographic
Research and Education since 1994. Admiral Watkins was Secretary of Energy of
the United States from 1989 to 1993. Prior to his appointment as Secretary of
Energy, the Admiral served as Director of Philadelphia Electric Company and
VESTAR, Inc., a pharmaceutical company, and was a consultant to the Carnegie
Corporation of New York. From 1982 to 1986, he served as the Chief of Naval
Operations, capping a career spanning nearly four decades. Admiral Watkins was
also appointed to chair the Presidential Commission on AIDS from 1987 to 1988.
He was a Trustee of the Carnegie Corporation of

                                       77


New York from 1993 to 1998. Admiral Watkins currently serves as a Director of
Edison International and GTS-Duratek and as Chairman of Eurotech, Ltd.

Executive Officers

   The following table provides information as of December 25, 1998 regarding
our executive officers and the positions they hold. Our officers are appointed
annually by our board of directors.



                                                     First Elected as Officer
 Name                  Age         Position              of the IT Group
                                            
                           Chief Executive Officer
 Anthony J. DeLuca      52 and President                       1990
 David L. Backus        58 Senior Vice President,              1998
                           Outsourced Services
                           and International
                           Vice President, General
 James G. Kirk          60 Counsel and Secretary               1996
                           Senior Vice President,
 James R. Mahoney       60 Consulting & Ventures               1991
                           Senior Vice President,
                           Engineering &
 Raymond J. Pompe       65 Construction                        1988
                           Senior Vice President,
                           Chief Administrative
 Philip O. Strawbridge  44 Officer                             1998

- --------
   Mr. DeLuca was described above.

   Mr. Backus joined us as Senior Vice President, Outsourced Services and
International in December 1998 in connection with the GTI acquisition. Mr.
Backus joined GTI in 1992 as Vice President of GTI's western operations. Prior
to joining GTI, Mr. Backus was employed by Morrison Knudsen Corporation from
1975 to 1992 in various executive positions, including Group Vice President of
Morrison Knudsen's environmental group. From 1972-1975, Mr. Backus was the
Director of Business Development for M.K. Ferguson Company. Prior to that, Mr.
Backus was involved in the construction business.

   Mr. Kirk joined us as General Counsel, Eastern Operations, in 1991. He was
named Vice President, General Counsel and Secretary in September 1996. Prior to
joining us, Mr. Kirk served as Vice President and General Counsel for Limbach
Constructors from 1978 to 1991. From 1973 to 1978, Mr. Kirk was Assistant
General Counsel for Dravo Corporation.

   Mr. Mahoney joined us in January 1991 as Senior Vice President and Director
of Technology. He was named Senior Vice President, Corporate Development and
Sales in April 1992, Senior Vice President, Technical Operations and Corporate
Development in March 1995 and Senior Vice President, Consulting & Ventures in
July 1996. Prior to his employment with us, Mr. Mahoney was Director of the
National Acid Precipitation Assessment Program, a federal government research
and assessment program, from 1988 to 1991. From 1984 to 1987, Mr. Mahoney
served in various environmental managerial capacities with Bechtel Group,
Incorporated, a major engineering and construction firm.

   Mr. Pompe joined us in 1988 as Vice President, Construction and Remediation.
He was named Senior Vice President, Project Operations in March 1995 and Senior
Vice President, Engineering & Construction in July 1996. Prior to joining us,
Mr. Pompe was employed by Dravo Corporation, a major construction firm, from
1956 to 1988 in various executive capacities, most recently as Senior Vice
President responsible for construction projects.

   Mr. Strawbridge joined us in May 1998 as Senior Vice President and Chief
Administrative Officer through the merger with OHM. Mr. Strawbridge joined OHM
in February 1996 as Senior Vice President, Chief Financial and Administrative
Officer and was given the additional responsibility of President of OHM's
wholly owned subsidiary OHM Energy Services in October 1996. Prior to joining
OHM, Mr. Strawbridge was employed by Fluor Corporation from 1988 to 1996 in
various managerial capacities including Senior Director of Contracts and
Finance and acting Vice President of Fluor Daniel Fernald. From 1976 to 1988,
Mr. Strawbridge was employed by the federal government in various management
and executive capacities.

Executive Compensation

   We incorporate by reference to the section entitled "Executive Compensation"
of our Form 10-K for the nine months ended December 25, 1998 the information
required in this prospectus on the compensation of our directors and executive
officers.

                                       78


                             PRINCIPAL STOCKHOLDERS

   The following table sets forth information as of May 3, 1999 with respect to
beneficial ownership of (1) common stock, (2) depositary shares, each
representing 1/100 of a share of 7% preferred stock, (3) convertible preferred
stock and (4) warrants, by (a) each person known by us to be the beneficial
owner of 5% or more of our outstanding common stock, based solely on
information contained in Schedules 13D, -G, or -F filed by such persons and
delivered to us, depositary shares, convertible preferred stock or warrants,
(b) each of our directors, (c) each of our executive officers and (d) all
directors and persons serving as executive officers as a group.



                           Amount and                   Amount and                 Amount and     Percent of
                           Nature of                    Nature of    Percent of     Nature of    Convertible
                           Beneficial      Percent of   Beneficial   Depositary    Beneficial     Preferred
                          Ownership of    Common Stock Ownership of    Shares     Ownership of      Stock
                          Common Stock    Beneficially  Depositary  Beneficially   Convertible   Beneficially
Name                           (1)(2)       Owned (2)     Shares       Owned     Preferred Stock    Owned
                                                                               
TCG Holdings, L.L.C. ...   6,556,061(3)      22.40%                                  41,263         89.52%
Carlyle Investment
 Management, L.L.C. ....     766,954(4)       3.27                                    4,832         10.48
Brahman Capital Corp. et
 al. (including Peter A.
 Hochfelder, Robert J.
 Sobel and Mitchell A.
 Kuflik)................   2,939,492(5)      13.01
T. Rowe Price
 Associates, Inc. (6)...   1,493,311          6.60
Dimension Fund Advisors
 (7)....................   1,239,915          5.49
Baron Capital Group,
 Inc. (including Ronald
 Baron) (8).............   1,200,000          5.31
Daniel A. D'Aniello
 (9)....................           0            --
Philip B. Dolan (11)....           0            --
E. Martin Gibson........      12,226             *        5,000           *
James C. McGill (10)....      20,713             *        1,000           *
Robert F. Pugliese......       2,966             *
James D. Watkins........       2,966             *
Anthony J. DeLuca.......     187,679             *
David L. Backus.........      14,207             *
James G. Kirk...........       2,624             *
James R. Mahoney........      84,894             *
Richard W. Pogue........      69,841(11)         *
Raymond J. Pompe........      73,919             *
Charles W. Schmidt......      15,940             *
Philip O. Strawbridge...     173,195             *
All directors and
 executive officers as a
 group (14 persons) (12)
 .......................     661,170          2.83

- --------
 *Reflects less than 1%

(1) The number of shares of common stock beneficially owned includes shares of
    common stock in which the persons set forth in the table have either
    investment or voting power. Unless otherwise indicated, all of such
    interests are owned directly, and the indicated person or entity has sole
    voting and investment power, subject to community property laws where
    applicable. The number of shares beneficially owned also includes shares
    that the following individuals have the right to acquire within 60 days of
    May 3, 1999 upon exercise of stock options, and conversion of depositary
    shares in the case of Messrs. Gibson and McGill, in the following amounts:
    (a) 6,875 shares upon exercise of options and 5,351 shares upon conversion
    of the depositary shares as to Mr. Gibson, (b) 1,875 shares upon exercise
    of options and 1,070 shares upon conversion of the depositary shares as to
    Mr. McGill, (c) 55,760 shares as to Mr. Pogue, (d) 13,940 shares as to Mr.
    Schmidt, (e) 38,834 shares as to Mr. DeLuca, (f) 35,693 shares as to Mr.
    Mahoney, (g) 20,355 shares as to Mr. Pompe, (h) 2,624 shares as to Mr.
    Kirk, and (i) 136,565 shares as to Mr. Strawbridge.

(2) For the purposes of determining the number of shares of common stock
    beneficially owned, as well as the percentage of outstanding common stock
    held, by each person or group set forth in the table, the number of such
    shares is divided by the sum of the number of outstanding shares of common
    stock on May 3, 1999 plus (a) the number of shares of common stock subject
    to options exercisable currently or within

                                       79



   60 days of May 3, 1999 by such person or group, (b) shares of common stock
   into which persons who hold depositary shares or convertible preferred stock
   may convert such security or otherwise obtain common stock, and/or receive
   common stock upon exercise of warrants, in accordance with Rule 13d-3(d)(1)
   under the Securities Exchange Act. Depositary shares may be converted at any
   time into common stock at the ratio of 1.0702 shares of common stock for
   each depositary share. The convertible preferred stock may be converted at
   any time into common stock at the ratio of 131.75 shares of common stock for
   each share of convertible preferred stock, reflecting a conversion price of
   $7.59 per share of convertible preferred stock.

(3) Represents shares of common stock issuable upon conversion of all shares of
    convertible preferred stock and exercise of all of the warrants held by
    certain limited partnerships controlled by TCG Holdings, L.L.C., a Delaware
    limited liability company, as set forth in more detail in the following
    sentence. The cumulative TCG Holdings ownership figure represents (a)
    1,826,339 shares beneficially owned by Carlyle Partners II, L.P., a
    Delaware limited partnership, (b) 82,936 shares beneficially owned by
    Carlyle Partners III, L.P., a Delaware limited partnership, (c) 1,530,275
    shares beneficially owned by Carlyle International Partners II, L.P., a
    Cayman Islands limited partnership, (d) 82,095 shares beneficially owned by
    Carlyle International Partners III, L.P., a Cayman Islands limited
    partnership, (e) 344,474 shares beneficially owned by C/S International
    Partners, a Cayman Islands partnership, (f) 1,907 shares beneficially owned
    by Carlyle Investment Group, L.P., a Delaware limited partnership, (g)
    2,407,370 shares beneficially owned by Carlyle-IT International Partners,
    L.P., a Cayman Islands limited partnership, (h) 80,818 shares beneficially
    owned by Carlyle-IT International Partners II, L.P., a Cayman Islands
    limited partnership, and (i) 199,847 shares beneficially owned by Carlyle-
    IT Partners, L.P., a Delaware limited partnership. TC Group, L.L.C., a
    Delaware limited liability company, may be deemed to be the beneficial
    owner of 6,556,061 shares of common stock as the general partner of Carlyle
    Partners II, Carlyle Partners III, Carlyle-IT International Partners and
    Carlyle-IT Partners, and as the managing general partner of Carlyle
    International Partners II, Carlyle International Partners III, C/S
    International Partners, Carlyle-IT International Partners and Carlyle-IT
    International Partners II. TCG Holdings, as a member holding a controlling
    interest in TC Group, may be deemed to share all rights herein described
    belonging to TC Group. Furthermore, because certain managing members of TCG
    Holdings are also managing members of Carlyle Investment Management,
    L.L.C., a Delaware limited liability company, TCG Holdings may be deemed
    the beneficial owner of the shares of Common Stock controlled by Carlyle
    Investment Management. See footnote 4 below. The principal business address
    of TC Group and TCG Holdings is c/o The Carlyle Group, 1001 Pennsylvania
    Avenue, N.W., Suite 220 South, Washington, DC 20004. The principal business
    address of Carlyle Partners II, Carlyle Partners III, Carlyle Investment
    Group, Carlyle-IT Partners and Carlyle Investment Management is Delaware
    Trust Building, 900 Market Street, Suite 200, Wilmington, Delaware 19801.
    The principal business address of Carlyle International Partners II,
    Carlyle International Partners III, C/S International Partners, Carlyle-IT
    International Partners and Carlyle-IT International Partners II is Coutts &
    Co., P.O. Box 707, Cayman Islands, British West Indies.

(4) Represents shares of common stock issuable upon conversion of all shares of
    convertible preferred stock and exercise of all of the warrants held by the
    State Board of Administration of the State of Florida over which Carlyle
    Investment Management holds sole voting and disposition power. Because
    certain managing members of TCG Holdings are also managing members of
    Carlyle Investment Management, Carlyle Investment Management may be deemed
    to be the beneficial owner of the shares of common stock controlled by TCG
    Holdings. See footnote 3 above.

(5) Such information is derived solely from a Schedule 13G filed by the Brahman
    stockholders, which is comprised of the entities listed in the following
    sentence, filing as joint filers, with the Commission dated February 12,
    1999. The Brahman stockholders' cumulative ownership represents (a) 469,042
    shares with respect to which Brahman Partners II, L.P. has shared power to
    vote or direct the vote and shared power to dispose or direct the
    disposition, (b) 1,052,641 shares with respect to which Brahman
    Institutional Partners, L.P. has shared power to vote or direct the vote
    and shared power to dispose or direct the

                                       80


   disposition, (c) 1,214,219 shares with respect to which BY Partners, L.P.
   has shared power to vote or direct the vote and shared power to dispose or
   direct the disposition, (d) 2,735,902 shares with respect to which Brahman
   Management, L.L.C. has shared power to vote or direct the vote and shared
   power to dispose or direct the disposition, (e) 1,273,509 shares with
   respect to which Brahman Capital Corp. has shared power to vote or direct
   the vote and shared power to dispose or direct the disposition, which
   position includes shares owned by Brahman Partners II Offshore, Ltd., and
   (f) 2,795,192 shares with respect to which each of Peter A. Hochfelder,
   Robert J. Sobel, and Mitchell A. Kuflik have shared power to vote or direct
   the vote and shared power to dispose or direct the disposition. The Brahman
   stockholders further report in such Schedule 13G that (i) none of the above
   named entities individually has the sole power to vote or direct the vote or
   to dispose or direct the disposition of the shares it beneficially owns,
   (ii) Brahman Management, as the sole general partner of Brahman Partners II,
   L.P., BY Partners, L.P. and Brahman Institutional Partners, L.P., has the
   power to vote and dispose of the shares owned by each of Brahman Partners
   II, L.P., BY Partners, L.P. and Brahman Institutional Partners, L.P., and
   (iii) Brahman Capital Corp., pursuant to investment advisory contracts and
   arrangements, has the power to vote and dispose of the shares owned by BY
   Partners, L.P. and Brahman Partners II Offshore, Ltd., a Cayman Islands
   exempted company. The address of Brahman Capital Corp. and the affiliated
   reporting persons is 277 Park Avenue, 26th Floor, New York, New York 10172
   except in the case of Brahman Partners II Offshore, Ltd., the address of
   which is c/o Citco, N.V. Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
   Antilles.

(6) Such information is based solely from a Schedule 13G filed by T. Rowe Price
    Associates with the Commission dated February 12, 1999. T. Rowe Price's
    ownership represents (a) 1,328,000 shares which T. Rowe Price owns directly
    and (b) 165,911 shares deemed outstanding and owned directly subject to
    warrants and conversion privileges. Further, of the 1,493,911 shares
    T. Rowe Price holds, it has sole power to vote or direct the vote of
    271,300 shares. These securities are owned by various individual and
    institutional investors which T. Rowe Price serves as investment adviser
    with power to direct investments and/or sole power to vote the securities.
    For purposes of the reporting requirements of the Securities Exchange Act,
    T. Rowe Price is deemed to be a beneficial owner of such securities;
    however, T. Rowe Price expressly disclaims that it is, in fact, the
    beneficial owner of such securities. T. Rowe Price's address is 100 E.
    Pratt Street, Baltimore, Maryland 21202.

(7) Such information is derived solely from a Schedule 13G filed by Dimension
    Fund Advisors, Inc. with the Commission dated February 11, 1999. Dimension
    reports that it is an investment advisor registered under Section 203 of
    the Investment Advisors Act of 1940, and furnishes investment advice to
    four investment companies registered under the Investment Company Act of
    1940, and serves as investment manager to certain other investment
    vehicles, including commingled group trusts. In its role as investment
    advisor and investment manager, Dimension possesses both voting and
    investment power over our securities that are owned by these investment
    companies and investment vehicles. All securities reported in this schedule
    are owned by these investment companies and investment vehicles, and
    Dimension disclaims beneficial ownership of such securities. Dimension
    further reports that none of its advisory clients, to its knowledge, owns
    more than 5% of the class. Dimension disclaims beneficial ownership of all
    such securities. Dimension's address is 1299 Ocean Avenue, 11th Floor,
    Santa Monica, CA 90401.

(8) Such information is derived solely from a Schedule 13G filed by the Baron
    stockholders, which is composed of the entities listed in the following
    sentence, filing as joint filers, with the Commission dated June 4, 1998.
    The Baron stockholders is comprised of Baron Capital Group, Inc., Bamco,
    Inc., Baron Small Cap Fund, Baron Asset Fund, and Ronald Baron. The Baron
    stockholders report in such Schedule 13G that (a) Baron Capital Group,
    Bamco, Baron Small Cap. Fund, Baron Asset Fund and Ronald Baron have the
    shared power to vote or direct the vote of 1,200,000 shares of common
    stock; (b) Baron Capital Group, Bamco, Baron Asset Fund and Ronald Baron
    have shared power to dispose of or direct the disposition of 1,200,000
    shares of common stock, but that none of Baron Capital Group, Bamco, Baron
    Small Cap Fund, or Ronald Baron have the sole power to vote or direct the
    vote of or the sole power to dispose or to direct the disposition of, any
    common stock. Bamco is a subsidiary of Baron Capital Group. Baron Small Cap
    Fund is an investment advisory client of Bamco. Ronald Baron owns a
    controlling

                                       81


   interest in Baron Capital Group. Baron Capital Group and Ronald Baron
   disclaim beneficial ownership of shares held by their controlled entities
   or the investment advisory client thereof to the extent such shares are
   held by persons other than Bamco Capital Group and Ronald Baron. Bamco
   disclaims beneficial ownership of shares held by its investment advisory
   clients to the extent such shares are held by persons other than Bamco and
   its affiliates. The address of Baron Capital Group, Inc. and the affiliated
   reporting persons is 767 Fifth Avenue, 24th Floor, New York, New York
   10153.

(9) Mr. D'Aniello is a Managing Member of TCG Holdings. Mr. D'Aniello's
    interest in TCG Holdings is not controlling and thus Mr. D'Aniello
    expressly disclaims any beneficial ownership in the shares of common stock
    beneficially owned by TCG Holdings. Mr. Dolan is a Principal of Carlyle
    but holds no economic interest in either TC Group or TCG Holdings, and as
    such expressly disclaims any beneficial ownership in the shares of common
    stock beneficially owned by any of such entities.

(10) Includes 1,000 shares of common stock and 1,000 depositary shares,
     convertible into 1,070 shares of common stock, owned by Mr. McGill's
     wife, as to which Mr. McGill has no voting or dispositive power, and
     1,250 shares owned by a revocable living trust maintained by Mr. McGill.
     Mr. McGill disclaims beneficial ownership of all such shares. Also
     includes 1,875 shares that may be purchased upon the exercise of options
     that are currently exercisable or that will become exercisable within 60
     days of May 3, 1999.

(11) Includes 1,081 shares of common stock owned by a revocable trust for Mr.
     Pogue's wife with respect to which Mr. Pogue is a trustee. Mr. Pogue
     disclaims beneficial ownership of all such shares.

(12) Includes 312,521 shares of common stock that may be purchased upon the
     exercise of options that are currently exercisable or that will become
     exercisable within 60 days of May 3, 1999 and 6,000 depositary shares,
     convertible into 6,421 shares of common stock.

                                      82


                MATERIAL RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Agreements

   We entered into employment agreements with each of Anthony J. DeLuca, James
R. Mahoney and Raymond J. Pompe with terms through November 1999. The
employment agreements provide for initial base salaries at the rates in effect
at the time of the closing of the Carlyle investment, subject to annual upward
adjustment at the discretion of the Compensation Committee of our Board of
Directors. Salaries are subject to reduction only in connection with action
taken by our Board of Directors for all management employees.

   Each of the employment agreements provides for a short-term incentive
compensation plan to be administered by the Compensation Committee. The target
short-term incentive compensation level is 40%, and the maximum level is 60%,
of base salary, except in the case of Mr. DeLuca, for whom the target level is
50%, and the maximum level is 75%, of base salary. We also are required to
maintain long-term incentive plans to be administered by the Compensation
Committee, which will make awards, primarily of stock options, based on
appropriate performance criteria. The Compensation Committee has the discretion
to set annual awards, which will generally target long-term incentive
opportunities.

   The agreements provide for severance payments under some circumstances.
Under the agreements, we will have "good reason" to terminate Messrs. DeLuca,
Mahoney or Pompe because of our performance if they fail to meet management
forecasts for two consecutive fiscal years. If the executive is terminated
because of our performance, under the circumstances permitted in the
agreements, within 24 months after a change in control, is terminated without
reason or resigns for cause, we will be required to pay his base salary, as
adjusted from time to time, presently $400,000 in the case of Mr. DeLuca,
$260,000 in the case of Mr. Mahoney and $280,000 in the case of Mr. Pompe, for
twelve months following the termination, 24 months in the case of Mr. DeLuca.
If the executive is terminated because of our performance, under the
circumstances permitted in the agreements, but not within 24 months after a
change in control, we will be required to pay his base salary for six months
following the termination, twelve months in the case of Mr. DeLuca. In
addition, under some circumstances, we will be required to pay the executive's
short-term incentive compensation on a pro-rated basis, and we will be required
to provide employee benefits to the executive for a specified period.

   We provided loans to Messrs. DeLuca, Mahoney and Pompe to allow them to make
substantial purchases of our common stock in the open market. The agreements
each required that within three months of the closing of the Carlyle
investment, Mr. DeLuca purchase between $100,000 and $125,000 worth of our
common stock and Messrs. Mahoney and Pompe each purchase between $75,000 and
$100,000 worth of our common stock. All of the executives purchased the
required amounts of our common stock, and we provided loans to Mr. DeLuca in
the principal amount of $125,000 and to Messrs. Mahoney and Pompe in the
principal amount of $100,000 to purchase the stock. In connection with the
short-term compensation plan described above, we may forgive a portion of the
loan principal and interest if previously agreed to targets are met or
exceeded. The loans bear interest at the rate of 8.25% per year and are
repayable at upon the earlier of the executive's termination of employment or
November 19, 1999.

   The employment agreements also provide for reimbursement for business
expenses and vacation and other benefits consistent with our existing policies
and practices. Additionally, as part of their employment agreements, each of
Messrs. DeLuca, Mahoney and Pompe are bound by non-compete provisions with us
if they terminate their employment by resignation.

   We entered into employment agreements with David L. Backus and Philip O.
Strawbridge with terms similar to those of the employment agreements for
Messrs. Mahoney and Pompe.

   We entered into severance agreements with other of our key executives. These
agreements generally provide for the payment of twelve months of base salary in
the event the executive is involuntarily terminated for other than cause. Mr.
Strawbridge, as well as other senior executives at OHM, entered into employment

                                       83



agreements with OHM prior to the execution of the merger agreement, and the
tender offer for OHM resulted in a change in control of OHM for purposes of
those employment agreements. As a result of the change in control, under his
employment agreement, Mr. Strawbridge was entitled to continue his employment
with OHM in his position at the time of the tender offer for a period of
approximately three years following the date of the change in control. During
his term of employment, Mr. Strawbridge would have been entitled to receive a
base salary and to continue to participate in incentive and employee benefit
plans at levels no less favorable to him than existed prior to the change in
control.

   In the event of a termination by OHM or by Mr. Strawbridge of his employment
during the employment term under circumstances amounting to good reason under
his employment agreement, Mr. Strawbridge would have been entitled to receive a
lump sum payment, subject to an overall limitation to assure that payments will
not constitute "excess parachute payments" under federal income tax law. Mr.
Strawbridge agreed to remain employed but we agreed to pay to him the amount he
would have received under his employment agreement if his employment had been
terminated, and pursuant to that agreement Mr. Strawbridge received $1,400,000.

Backus Arrangements

   David L. Backus, a Senior Vice President agreed to be employed by us
following the acquisition of GTI. While employed at GTI, Mr. Backus was on loan
from his previous employer. We paid Mr. Backus $200,000 as full consideration
for the value of foregone benefits and compensation that he would have been
entitled to if he had returned to his previous employer.

Coffman Agreement

   In connection with his resignation from our employment, Franklin E. Coffman,
a Senior Vice President, entered into an agreement with us which superseded his
employment agreement. See "--Employment Agreements." Under that agreement, Mr.
Coffman resigned as an officer and received a one-time payment of $275,000,
less payroll deductibles representing one year's salary and the cash value of
certain benefits. Mr. Coffman's eligibility to receive benefits from us ceased
as of the date of the agreement. Mr. Coffman and we also agreed that he would
have the right to exercise vested options during a two year period after the
agreement and that all unvested options will expire on the earlier of their
scheduled expiration or April 7, 2000. We also agreed to lift vesting
restrictions on 8,971 shares of previously awarded restricted stock. The terms
of the agreement were consistent with terms that he would have received if he
had retired from our employment.

Retention of Eckert Seamans Cherin & Mellott

   We retained the law firm of Eckert Seamans Cherin & Mellott, to which Robert
F. Pugliese, one of our directors, is Special Counsel, to perform limited
services in connection with our credit facilities and the OHM merger.

Relocation Loans

   We have granted and may in the future grant interest-free loans to executive
officers, officers and certain other employees principally for real estate
purchases in connection with company-initiated transfers to a new location. The
Compensation Committee must approve all loans, which are to be secured by the
principal residence of the individual.

   Mr. James R. Mahoney, Senior Vice President, entered into a relocation loan
arrangement with us with an original principal amount of $200,000 and secured
by a deed of trust on his personal residence in California. The loan was
interest free so long as Mr. Mahoney remained an employee. Beginning December
31, 1991 and on each December 31st thereafter until the due date of the loan,
5% of the original principal amount was forgiven by us, to a maximum of 50% of
the original principal amount. Additionally, Mr. Mahoney agreed to repay the
remaining 50% of the original principal amount in installments related to the
issuance of awards

                                       84



under our incentive compensation plan. In April 1997, $122,451 remained
outstanding on this loan. In May 1998, Mr. Mahoney repaid in full the $102,451
then remaining outstanding on his loan in connection with the sale of his
California residence.

   In connection with the relocation and consolidation of our corporate
headquarters from Torrance, California to Pittsburgh, Pennsylvania in June
1997, and other relocations occurring at approximately the same time, we
offered relocation assistance to a limited number of officers and key
employees. Relocation assistance packages offered to these individuals involved
three elements:

    .  reimbursement of out-of-pocket relocation expenses, including
       travel, real estate brokerage commissions (up to a 6% maximum), and
       loan origination fees (up to a maximum of two points);

    .  a loan to be used for the purchase of a new residence; and

    .  a mobility allowance of between 15% and 30% of salary.

Mr. Mahoney received an allowance of 30% of salary in connection with his
relocation and Mr. DeLuca received a 30% allowance in connection with his
relocation. Amounts paid to reimburse out-of-pocket expenses were "grossed-up"
for tax purposes. The loans to relocating associates have ten year terms, are
to be secured by the residence purchased, and do not bear interest as long as
the associate stays with us. Five percent of the loan principal is required to
be repaid annually by the associate and 5% will be forgiven annually by us for
each year the associate remains with us. The loans are also due upon the sale
of the residence purchased.

   We offered Messrs. DeLuca and Mr. Mahoney relocation loans on these terms in
the original principal amounts of up to $100,000. Mr. DeLuca accepted a loan of
$70,000 in May 1997 and the balance of $30,000 in August 1998. During the
fiscal year ended December 25, 1998:

    .  Mr. DeLuca repaid $3,500 of the loan; and

    .  the maximum amount owed to us by Mr. DeLuca under the loan was
       $91,500.

As of March 5, 1999, the principal amount outstanding for Mr. DeLuca's loan was
$86,500.

   Mr. Mahoney accepted a loan of $100,000 in April 1998. During the fiscal
year ended December 25, 1998, the maximum amount owed to us by Mr. Mahoney
under the loan was $100,000. As of March 5, 1999, the principal amount
outstanding for Mr. Mahoney's loan was $90,000.

   Total relocation costs for all relocating employees was approximately
$953,000.

Executive Stock Ownership

   We adopted an Executive Stock Ownership Program which requires that within
three years several of our key executives own an amount of our common stock
equal to a multiple of their salary ranging from one times salary for vice
presidents to three times salary for Mr. DeLuca. To assist these executives in
meeting the ownership guidelines, we provided loans to Mr. DeLuca for $939,100,
Mr. Mahoney for $152,600, Mr. Pompe for $164,000 and Mr. Strawbridge for
$233,300 to purchase our common stock. We also provided similar loans totaling
$510,700 to four other key executives. All of the executives used the loans
solely to purchase our common stock at current market prices. The loans bear
interest at the rate of 4.46% per year and are repayable upon the earlier of
the executives' termination of employment or November 23, 2001. It is expected
that the executives will be able to repay the loans from incentive compensation
payments earned throughout the three-year loan period.

Carlyle Financial Advisory Fees

  In connection with Carlyle's investment in us, we agreed to pay Carlyle an
annual financial advisory fee of $100,000, payable quarterly, and investment
banking fees equal to 1% of the value of any transaction

                                       85


undertaken. We also agreed to reimburse them for reasonable out-of-pocket
expenses for investment banking services rendered to us. We paid Carlyle $2.5
million in investment banking fees and reimbursable out-of-pocket expenses for
services rendered in connection with the acquisition of OHM, which was less
than the 1% fee to which they would otherwise have been entitled pursuant to
the terms of our existing agreement.

   We incorporate by reference to the section entitled "Certain Relationships
and Related Transactions" of our Form 10-K for the nine months ended December
25, 1998 any additional information required in this prospectus on any
transactions between us and any of our directors or executive officers or any
other related parties.

Indemnification

   The General Corporation Law of the State of Delaware, the state of our
incorporation, and our Bylaws provide for indemnification of directors and
officers. Section 145 of the Delaware General Corporation Law provides
generally that a person sued as a director, officer, employee or agent of a
corporation may be indemnified by the corporation for reasonable expenses,
including attorneys' fees, if, in cases other than actions brought by or in the
right of the corporation, he or she has acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and in the case of a criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful. Section 145 provides
that no indemnification for any claim or matter may be made, in the case of an
action brought by or in the right of the corporation, if the person has been
adjudged to be liable, unless the Court of Chancery or other court determines
that indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer, employee or
agent who has been successful on the merits, or otherwise, in defense of a suit
against him or her. The determination of whether a director, officer, employee
or agent should be indemnified must be made by a majority of disinterested
directors, independent legal counsel or the stockholders.

   Our directors and officers are covered under policies of directors' and
officers' liability insurance. All directors, officers serving as Senior Vice
President or in a higher position and specified other officers are parties to
indemnity agreements. These indemnity agreements provide indemnification for
the directors and covered officers in the event the directors' and officers'
liability insurance does not cover a particular claim for indemnification or if
such a claim or claims exceed the limits of such coverage. The indemnity
agreements generally are intended to provide indemnification for any amounts a
director or covered officer is legally obligated to pay because of claims
arising out of the director's or officer's service to us.

   Additionally, our Certificate of Incorporation provides that our directors
are not to be liable to us or our stockholders for monetary damages for breach
of fiduciary duty to the fullest extent permitted by law. This provision is
intended to allow our directors the benefit of the Delaware General Corporation
Law which provides that directors of Delaware corporations may be relieved of
monetary liabilities for breach of their fiduciary duty of care, except under
certain circumstances, including breach of the director's duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct or a knowing
violation of law or any transaction from which the director derived an improper
personal benefit.

   The Carlyle investment agreements also contain additional provisions for the
indemnification of our directors and officers in certain circumstances. These
agreements provide that we will indemnify, defend and hold harmless Carlyle,
and its affiliates, directors, officers, advisors, employees and agents to the
fullest extent lawful from and against all demands, losses, damages, penalties,
claims, liabilities, obligations, actions, causes of action and reasonable
expenses (losses) arising out of these agreements or the related transactions
or arising by reason of or resulting from the breach of any representation,
warranty, covenant or agreement of ours contained in these agreement for the
period for which such representation or warranty survives. However, we will not
have any liability to indemnify Carlyle with respect to losses arising from the
bad faith or gross negligence of the Carlyle indemnified party.

                                       86



   The investment agreements also provide that Carlyle will indemnify, defend
and hold harmless, our affiliates, directors, officers, advisors, employees and
agents and us from and against all losses arising out of the breach of any
representation, warranty, covenant or agreement of Carlyle contained in these
agreements for the period for which such representation or warranty survives.
However, Carlyle will not have any liability to indemnify us with respect to
losses arising from our bad faith or gross negligence.

   The investment agreements provide that no claim may be made against an
indemnifying party for indemnification until the aggregate dollar amount of all
losses exceeds $1,500,000 and the indemnification obligations of the respective
parties shall be effective only until the dollar amount paid in respect of the
losses indemnified against aggregates to an amount equal to $45,000,000.

   Further, pursuant to the merger agreement with OHM, we will, from and after
the effective time of the OHM merger, indemnify and hold harmless, to the
fullest extent permitted under applicable law, each present and former director
and officer of OHM and its subsidiaries against any costs or expenses,
including reasonable attorneys' fees, or claims relating to the OHM merger,
which is based or arises out of the fact that such person is or was a director
or officer of OHM or any of its subsidiaries. Also, we will advance expenses as
incurred to the fullest extent permitted under applicable law, provided the
person to whom expenses are advanced provides an undertaking to repay such
advances if it is ultimately determined that he or she is not entitled to
indemnification.

   In addition, for not less than six years after the effective time, OHM and
we will maintain OHM's and its subsidiaries' existing directors' and officers'
liability insurance, subject to certain maximum premium payments, provided that
we may substitute therefor policies having at least the same coverage and
containing terms which are no less advantageous to the intended beneficiaries
thereof than the existing directors' and officers' liability insurance with
respect to matters existing or occurring at or prior to the effective time or
may purchase a six-year extended reporting endorsement under OHM's existing
directors' and officers' liability insurance. We have substantially similar
indemnification obligations with respect to persons who are or were directors,
officers, employees or agents of GTI before or after the effective time of the
merger with GTI, under the GTI acquisition agreement.

                       DESCRIPTION OF OTHER INDEBTEDNESS

  The following is a summary of the important terms of our debt instruments.

Credit Facilities

  We have a term loan and revolving credit facility with Citicorp USA, Inc., as
Administrative Agent, BankBoston, N.A., as Documentation Agent, and Royal Bank
of Canada and Credit Lyonnais New York Branch, as Co-Agents, and other bank
lenders.

  Our credit facilities consist of an eight-year amortizing term loan of $228.0
million and a six-year revolving credit facility of up to $185.0 million.

  As of March 26, 1999 on a pro forma basis, we had used $8.6 million of the
revolving credit facility and had $66.9 million still available, including
capacity used for letters of credit.

 Security

  Our credit facilities are secured by a security interest in substantially all
of our assets and substantially all of the assets of our subsidiaries.

                                       87


 Interest Rate

  The term loans made under our credit facilities now bear interest at a rate
equal to LIBOR plus an applicable premium, and revolving loans made under the
credit facilities now bear interest at a rate equal to LIBOR plus an applicable
premium, with adjustments based on the ratio of our consolidated total debt to
consolidated EBITDA.

 Maturity

  The term loan made under our credit facilities amortizes on a semi-annual
basis in aggregate annual installments of $4.5 million until June 2004, with
the remainder payable in eight equal quarterly installments after June 2004
until the term loan matures in June 2006. The revolving credit facility is
scheduled to terminate in June 2004, without any reduction in availability
before that date. We are also required to prepay the loans under our credit
facilities with the net proceeds of asset sales and some debt and equity
financings, and with a portion of our consolidated excess cash flow.

 Conditions; Representations and Warranties; Covenants

   Our credit facilities include conditions precedent to the funding of
revolving loans, representations and warranties and covenants customary for
facilities of this type. The covenants include:

     .  financial covenants consisting of:

       .  a minimum fixed charge coverage ratio,

       .  a minimum interest expense coverage ratio,

       .  a maximum leverage ratio,

       .  a minimum liquidity requirement,

       .  a maximum capital expenditure limitation, and

       .  a minimum net worth requirement,

     .  maintenance of cash concentration accounts and lockboxes,

     .  preservation of corporate existence,

     .  compliance with laws,

     .  payment of taxes,

     .  maintenance of properties and insurance,

     .  financial and other reporting requirements, and

     .  limitations, subject to some exceptions, on:

       .  indebtedness,

       .  guarantees,

       .  liens,

       .  lease obligations,

       .  mergers and acquisitions,

       .  sales of assets and other fundamental changes,

       .  joint ventures and other investments,

       .  transactions with affiliates,

                                       88


       .  dividends and stock repurchases and redemptions,

       .  prepayment or modification of debt, and

       .  hedging obligations.

 Events of Default

  Our credit facilities also include customary events of default, including:

     .  payment defaults,

     .  breaches of representations and warranties,

     .  covenant defaults,

     .  cross defaults to other indebtedness,

     .  bankruptcy events,

     .  defaults in satisfaction of money judgments,

     .  material adverse changes,

     .  some events under the Employee Retirement Income Security Act of
  1974, and

     .  changes of control.

OHM 8% Convertible Subordinated Debentures due October 1, 2006

  OHM offered $50.0 million principal amount of convertible subordinated
debentures under an indenture dated as of October 1, 1986, later amended by a
first supplemental indenture dated as of May 20, 1994. After we acquired OHM,
we entered into a second supplemental indenture with OHM and the trustee for
the debentures, pursuant to which these debentures became convertible at any
time prior to October 1, 2006 into a combination of our common stock and cash.

 Subordination

  The debentures are subordinated to all of our and OHM's senior indebtedness
and rank equal in right of payment to the series A and series B notes.

 Interest Rate

  The OHM debentures bear interest at a rate of 8% per year, payable semi-
annually on April 1 and October 1, beginning on April 1, 1987.

 Maturity

  The debentures are due October 1, 2006.

 Conversion

  Holders may convert the debentures at any time prior to maturity, unless
previously redeemed by us, at a rate that is subject to adjustment. Currently,
the debentures are convertible into 45.04 shares of our common stock and
$107.50 in cash per $1,000 unit.

 Redemption

  We may redeem the debentures at our option in whole or, from time to time, in
part.

                                       89


 Sinking Fund

  We are required to make annual sinking fund payments of 7.5% of the principal
amount, or approximately $4.3 million, which began in 1996 and will continue
through October 1, 2005.

 Guarantee

  We guaranteed the payment of all of OHM's obligations under the indenture for
the debentures, but are entitled to reimbursement by OHM for any amounts paid
by us under our guarantee. Our obligations under our guarantee are subordinated
to our obligations under our credit facilities.

                                       90


                              DESCRIPTION OF NOTES

   You can find the definitions of material terms used in this description
under the subheading "Certain Definitions." In this description, the words
"we," "us," "our" and similar terms refer only to the IT Group and not to any
of our subsidiaries.

   We issued the series A notes under an indenture among The Bank of New York,
as trustee, the Guarantors and us in a private transaction that was not subject
to the registration requirements of the Securities Act. The terms of the
indenture apply to the series A notes and to the series B notes to be issued in
exchange for the series A notes pursuant to the exchange offer. The terms of
the series B notes include those stated in the indenture and those made a part
of the indenture by reference to the Trust Indenture Act. The series B notes
are subject to all of these terms.

   The following description is a summary of the material provisions of the
indenture. It does not restate the indenture in its entirety. We urge you to
read the indenture because it, and not this description, defines your rights as
holders of series B notes.

Brief Description of the Series B Notes and the Guarantees

 The Series B Notes

   The series B notes:

  .  are general, unsecured obligations;

  .  are subordinated in right of payment to all of our existing and future
     Senior Debt;

  .  are pari passu in right of payment with any of our future senior
     subordinated Indebtedness, and with any of our other obligations that
     are not Senior Debt and are not expressly subordinated to the series B
     notes; and

  .  are unconditionally guaranteed by the Guarantors.

 The Guarantees

   The Guarantees of the series B notes:

  .  are general, unsecured obligations of each Guarantor;

  .  are subordinated in right of payment to all existing and future Senior
     Debt of each Guarantor; and

  .  are pari passu in right of payment with any future senior subordinated
     Indebtedness of each Guarantor, and with any other obligations of such
     Guarantor that are not Senior Debt and are not expressly subordinated to
     the series B notes.

   As of the date of the indenture, all of our subsidiaries will be "Restricted
Subsidiaries." Under the circumstances described below under the subheading "--
Certain Covenants--Designation of Restricted and Unrestricted Subsidiaries," we
will be permitted to designate certain of our subsidiaries as "Unrestricted
Subsidiaries." Our Unrestricted Subsidiaries will not be subject to any of the
restrictive covenants in the indenture.

   All of our Domestic Subsidiaries, other than Universal Professional
Insurance Company, will guarantee the series B notes. Our Unrestricted
Subsidiaries will not guarantee the notes. In the event of a bankruptcy,
liquidation or reorganization of any of these non-guarantor subsidiaries, these
non-guarantor subsidiaries will pay the holders of their debts and their trade
creditors before they will be able to distribute any of their assets to us. The
Guarantors generated 98% of our consolidated revenues in the twelve-month
period ended December 25, 1998 and held substantially all of our consolidated
assets as of December 25, 1998. See our consolidated financial statements and
related notes contained in this prospectus for more detail about the division
of our consolidated revenues and assets between the Guarantors and our non-
guarantor subsidiaries.

                                       91


Principal, Maturity and Interest

   We will issue notes with a maximum aggregate principal amount of $400.0
million, of which $225.0 million series A notes were issued in the initial
offering. We may issue additional notes in one or more series from time to
time. Any offering of additional notes is subject to the covenant described
below under the caption "--Certain Covenants--Incurrence of Indebtedness and
Issuance of Preferred Stock." The series A and series B notes and any
additional notes subsequently issued under the indenture would be treated as a
single class for all purposes under the indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase. We have
issued and will issue notes only in denominations of $1,000 and integral
multiples of $1,000. The series B notes will mature on April 1, 2009.

   Interest on the series B notes will accrue at the rate of 11 1/4% per annum
and will be payable semi-annually in arrears on April 1 and October 1,
commencing on October 1, 1999. We will make each interest payment to the
holders of record on the immediately preceding March 15 and September 15.

   Interest on the series B notes will accrue from the date of original
issuance or, if interest has already been paid, from the date it was most
recently paid. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

Methods of Receiving Payments on the Series B Notes

   If you have given wire transfer instructions to us, we will pay all
principal, interest and premium and Liquidated Damages, if any, on your series
B notes in accordance with those instructions. All other payments on series B
notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless we elect to make interest
payments by check mailed to the holders at their addresses set forth in the
register of holders.

Paying Agent and Registrar for the Series B Notes

   The trustee will initially act as paying agent and registrar. We may change
the paying agent or registrar without prior notice to the holders of series B
notes, and any of our subsidiaries or we may act as paying agent or registrar.

Transfer and Exchange

   A holder may transfer or exchange series B notes in accordance with the
indenture. The registrar and the trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and we may
require a holder to pay any taxes and fees required by law or permitted by the
indenture. We are not required to transfer or exchange any series B note
selected for redemption. Also, we are not required to transfer or exchange any
series B note for a period of fifteen days before a selection of series B
notes to be redeemed.

   The registered holder of a series B note will be treated as the owner of it
for all purposes.

Subsidiary Guarantees

   The Guarantors will jointly and severally guarantee our obligations under
the series B notes. Each Guarantee will be subordinated to the prior payment
in full of all Senior Debt of that Guarantor. The obligations of each
Guarantor under its Guarantee will be limited as necessary to prevent that
Guarantee from constituting a fraudulent conveyance under applicable law. See
"Risk Factors--Fraudulent Conveyance Matters."

   A Guarantor may not sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into another Person,
other than another Guarantor or us, whether or not such Guarantor is the
surviving Person, unless the Guarantee of that Guarantor is released as
described below or:

     (1) immediately after giving effect to that transaction, no Default or
  Event of Default exists; and

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     (2) either:

       (a) the Guarantor is the surviving Person or the Person acquiring
    the property in any such sale or disposition or the Person formed by or
    surviving any such consolidation or merger assumes all the obligations
    of that Guarantor under the indenture, its Guarantee and the
    Registration Rights Agreement pursuant to a supplemental indenture
    satisfactory to the trustee; or

       (b) the Net Proceeds of such sale or other disposition are applied
    in accordance with the "Asset Sale" provisions of the indenture.

  The Guarantee of a Guarantor will be released:

     (1) in connection with any sale or other disposition of all or
  substantially all of the assets of that Guarantor, including by way of
  merger or consolidation, to a Person that is not, either before or after
  giving effect to such transaction, our subsidiary, if the Guarantor
  applies, or certifies its intention to apply, the Net Proceeds of that sale
  or other disposition in accordance with the "Asset Sale" provisions of the
  indenture;

     (2) in connection with any sale of all of the Capital Stock of a
  Guarantor to a Person that is not, either before or after giving effect to
  such transaction, our Subsidiary, if we apply, or certifies its intention
  to apply, the Net Proceeds of that sale in accordance with the "Asset Sale"
  provisions of the indenture; or

     (3) if we properly designate any Restricted Subsidiary that is a
  Guarantor as an Unrestricted Subsidiary.

   See "--Repurchase at the Option of Holders--Asset Sales."

Subordination

   The payment of principal, interest, premium and Liquidated Damages, if any,
on the series B notes will be subordinated to the prior payment in full of all
of our Senior Debt, including Senior Debt incurred after the date of the
indenture.

   The holders of Senior Debt will be entitled to receive payment in full in
cash or Cash Equivalents of all Hedging Obligations due in respect of Senior
Debt, including interest after the commencement of any bankruptcy proceeding at
the rate specified in the applicable Senior Debt, before the holders of series
B notes will be entitled to receive any payment with respect to the series B
notes, except that holders of series B notes may receive and retain Permitted
Junior Securities and payments made from the trust described under "--Legal
Defeasance and Covenant Defeasance," in the event of any distribution to our
creditors:

     (1) in our liquidation or dissolution;

     (2) in a bankruptcy, reorganization, insolvency, receivership or similar
  proceeding relating to us or our property;

     (3) in an assignment for the benefit of creditors; or

     (4) in any marshaling of our assets and liabilities.

   We also may not make any payment in respect of the series B notes, except in
Permitted Junior Securities or from the trust described under "--Legal
Defeasance and Covenant Defeasance", if:

     (1) a Payment Default on Designated Senior Debt occurs and is continuing
  beyond any applicable grace period; or

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     (2) any other Default occurs and is continuing on any series of
  Designated Senior Debt that permits holders of that series of Designated
  Senior Debt to accelerate its maturity and the trustee receives a notice of
  such Default (a "Payment Blockage Notice") from the holders of any
  Designated Senior Debt or us.

   Payments on the series B notes may and shall be resumed:

      (1) in the case of a Payment Default, upon the date on which such
  Default is cured or waived; and

      (2) in case of a Nonpayment Default, the earlier of the date on which
  such Nonpayment Default is cured or waived or 179 days after the date on
  which the applicable Payment Blockage Notice is received, unless the
  maturity of any Designated Senior Debt has been accelerated.

   No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the delivery of the immediately prior Payment Blockage
Notice.

   No Nonpayment Default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the trustee and which was known to
the holders of Designated Senior Debt who delivered such Payment Blockage
Notice shall be, or be made, the basis for a subsequent Payment Blockage
Notice unless such Default shall have been cured or waived for a period of not
less than 90 days.

   We must promptly notify holders of Senior Debt if payment of the series B
notes is accelerated because of an Event of Default.

   As a result of the subordination provisions described above, in the event
of our bankruptcy, liquidation or reorganization, holders of series B notes
may recover less ratably than our creditors who are holders of Senior Debt.
See "Risk Factors--Subordination."

Optional Redemption

   At any time prior to April 1, 2002, we may on any one or more occasions
redeem up to 35% of the aggregate principal amount of series B notes
originally issued under the indenture at a redemption price of 111.250% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more public equity offerings; provided that:

      (1) at least 65% of the aggregate principal amount of series B notes
  issued under the indenture remains outstanding immediately after the
  occurrence of such redemption, excluding series B notes held by any of our
  subsidiaries or us; and

      (2) the redemption must occur within 45 days of the date of the closing
  of such Public Equity Offering.

   Except pursuant to the preceding paragraph, the series B notes will not be
redeemable at our option prior to April 1, 2004.

   After April 1, 2004, we may redeem all or a part of the series B notes upon
not less than 30 nor more than 60 days' notice, at the redemption prices,
expressed as percentages of principal amount, set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
1 of the years indicated below:



   Year                                                               Percentage
   ----                                                               ----------
                                                                   
   2004 .............................................................  106.625%
   2005..............................................................  104.750%
   2006..............................................................  102.875%
   2007 and thereafter ..............................................  100.000%


Mandatory Redemption

   We are not required to make mandatory redemption or sinking fund payments
with respect to the series B notes.

                                      94


Repurchase at the Option of Holders

 Change of Control

  If a Change of Control occurs, each holder of notes will have the right to
require us to repurchase all or any part, equal to $1,000 or an integral
multiple thereof, of your series B notes pursuant to a Change of Control Offer
on the terms set forth in the indenture. In the Change of Control Offer, we
will offer a Change of Control payment in cash equal to 101% of the aggregate
principal amount of series B notes repurchased plus accrued and unpaid interest
and Liquidated Damages, if any, thereon, to the date of purchase. Within ten
days following any Change of Control, we will mail a notice to each holder
describing the transaction or transactions that constitute the Change of
Control and offering to repurchase series B notes on the Change of Control
Payment Date specified in such notice which date shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed, pursuant to
the procedures required by the indenture and described in such notice. We will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the series B
notes as a result of a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the Change of Control
provisions of the indenture, we will comply with the applicable securities laws
and regulations and will not be deemed to have breached our obligations under
the Change of Control provisions of the indenture by virtue of such conflict.

   On the Change of Control Payment Date, we will, to the extent lawful:

      (1) accept for payment all series B notes or portions thereof properly
  tendered pursuant to the Change of Control Offer;

      (2) deposit with the paying agent an amount equal to the Change of
  Control payment in respect of all series B notes or portions thereof so
  tendered; and

      (3) deliver or cause to be delivered to the trustee the series B notes
  so accepted together with an officers' certificate stating the aggregate
  principal amount of series B notes or portions thereof being purchased by
  us.

  The paying agent will promptly mail to each holder of series B notes so
tendered the Change of Control payment for such series B notes, and the trustee
will promptly authenticate and mail or cause to be transferred by book-entry to
each holder a new series B note equal in principal amount to any unpurchased
portion of the notes surrendered, if any; provided that each such new series B
note will be in a principal amount of $1,000 or an integral multiple thereof.

  The terms of outstanding Senior Debt may prohibit us from repurchasing series
B notes pursuant to a Change of Control Offer. Prior to complying with any of
the provisions of this "Change of Control" covenant, but in any event within 90
days following a Change of Control, we will either repay all outstanding Senior
Debt or obtain the requisite consents, if any, under all agreements governing
outstanding Senior Debt to permit the repurchase of series B notes required by
this covenant. If we are unable to refinance all of the Senior Debt that
prohibits a repurchase of series B notes or to obtain the requisite consents,
we will not be permitted to satisfy our obligation to make a Change of Control
Offer, and an Event of Default will occur as a result. We will publicly
announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

  The provisions described above that require us to make a Change of Control
Offer following a Change of Control will be applicable regardless of whether or
not any other provisions of the indenture are applicable. Except as described
above with respect to a Change of Control, the indenture does not contain
provisions that permit the holders of the notes to require that we repurchase
or redeem the notes in the event of a takeover, recapitalization or similar
transaction.

  We will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in the
indenture applicable to a Change of Control Offer made by us and purchases all
series B notes validly tendered and not withdrawn under such Change of Control
Offer.

                                       95


  The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of our Subsidiaries and us
taken as a whole. Although there is a limited body of case law interpreting
the phrase "substantially all," there is no precise established definition of
the phrase under applicable law. Accordingly, the ability of a holder of
series B notes to require us to repurchase such series B notes as a result of
a sale, lease, transfer, conveyance or other disposition of less than all of
the assets of our Subsidiaries and us taken as a whole to another Person or
Group may be uncertain.

   "Change of Control" means the occurrence of any of the following:

      (1) the direct or indirect sale, transfer, conveyance or other
  disposition, other than by way of merger or consolidation, in one or a
  series of related transactions, of all or substantially all of the
  properties or assets of our Restricted Subsidiaries and us taken as a whole
  to any "Person," as that term is used in Section 13(d)(3) of the Exchange
  Act, other than a Principal or a Related Party of a Principal;

      (2) the adoption of a plan relating to our liquidation or dissolution;

      (3) the consummation of any transaction, including, without limitation,
  any merger or consolidation, the result of which is that any "Person,"
  other than the Principals and their Related Parties, becomes the Beneficial
  Owner, directly or indirectly, of more than 50% of our Voting Stock,
  measured by voting power rather than number of shares; or

      (4) the first day on which a majority of the members of our Board of
  Directors are not Continuing Directors.

  "Principals" means TC Group, L.L.C., a Delaware limited liability company,
and its Affiliates.

   "Related Party" means:

      (1) any controlling stockholder, 80% or more owned subsidiary, or
  immediate family member, in the case of an individual, of any Principal; or

      (2) any trust, corporation, partnership or other entity, the
  beneficiaries, stockholders, partners, owners or Persons beneficially
  holding an 80% or more controlling interest of which consist of any one or
  more Principals and/or such other Persons referred to in the immediately
  preceding clause (1).

 Asset Sales

   We will not, and will not permit any of our Restricted Subsidiaries to,
consummate an Asset Sale unless:

      (1) we, or our Restricted Subsidiaries, as the case may be, receive
  consideration at the time of such Asset Sale at least equal to the fair
  market value of the assets or Equity Interests issued or sold or otherwise
  disposed of;

      (2) with respect to an Asset Sale involving consideration in excess of
  $5.0 million, such fair market value is determined by our Board of
  Directors and evidenced by a resolution of our Board of Directors set forth
  in an officers' certificate delivered to the trustee; and

      (3) at least 75% of the consideration therefor received by such
  Restricted Subsidiary or us is in the form of cash. For purposes of this
  provision, each of the following shall be deemed to be cash:

        (a) any liabilities, as shown on our or any of our Restricted
    Subsidiaries' most recent balance sheet, of any of our Restricted
    Subsidiaries or us, other than contingent liabilities and liabilities
    that are by their terms subordinated to the notes or any Guarantee, that
    are assumed by the transferee of any such assets pursuant to a customary
    novation agreement that releases any of our Restricted Subsidiaries or
    us from further liability; and

                                      96


        (b) any securities, notes or other obligations received by any of
    our Restricted Subsidiaries or us from such transferee that are
    contemporaneously, subject to ordinary settlement periods, converted by
    any of our Restricted Subsidiaries or us into cash, to the extent of
    the cash received in that conversion.

   Within 365 days after the receipt of any Net Proceeds from an Asset Sale, we
may apply such Net Proceeds at our option:

      (1) to repay Senior Debt and, if the Senior Debt repaid is revolving
  credit Indebtedness, to correspondingly reduce commitments with respect
  thereto;

      (2) to acquire all or substantially all of the assets of, or a majority
  of the Voting Stock of, another Permitted Business as long as such Person
  becomes a Restricted Subsidiary;

      (3) to make a capital expenditure; or

      (4) to acquire other long-term assets that are used or useful in a
  Permitted Business.

   "Asset Sale" means:

      (1) the sale, lease, conveyance or other disposition of any assets or
  rights, other than sales of inventory in the ordinary course of business;
  provided that the sale, conveyance or other disposition of all or
  substantially all of the assets of our Subsidiaries and us taken as a whole
  will be governed by the provisions of the indenture described above under
  the caption "--Repurchase at the Option of Holders--Change of Control"
  and/or the provisions described above under the caption "--Certain
  Covenants--Merger, Consolidation or Sale of Assets" and not by the
  provisions of the Asset Sale covenant; and

      (2) the issuance of Equity Interests in any of our Restricted
  Subsidiaries or the sale of Equity Interests in any of our Subsidiaries.

   Notwithstanding the preceding, the following items shall not be deemed to be
Asset Sales:

      (1) any single transaction or series of related transactions that
  involves assets having a fair market value of less than $1.0 million;

      (2)  a transfer of assets between or among our Wholly Owned
  Subsidiaries and us,

      (3) an issuance of Equity Interests by a Wholly Owned Subsidiary to
  another Wholly Owned Subsidiary or us;

      (4) the sale or lease of equipment, inventory, accounts receivable or
  other assets in the ordinary course of business;

      (5) the sale or other disposition of cash or Cash Equivalents; and

      (6) a Restricted Payment or Permitted Investment that is permitted by
  the covenant described below under the caption "--Certain Covenants--
  Restricted Payments."

   Pending the final application of any such Net Proceeds, we may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by the indenture.

   Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, we will make an
Asset Sale Offer to all holders of series B notes and all holders of other
Indebtedness that is pari passu with the series B notes containing provisions
similar to those set forth in the indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets to purchase the maximum
principal amount of series B notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid
interest

                                       97


and Liquidated Damages, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
we may use such Excess Proceeds for any purpose not otherwise prohibited by the
indenture. If the aggregate principal amount of series B notes and such other
pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the trustee shall select the series B notes and such other
pari passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of series B notes and such other pari passu Indebtedness
tendered. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.

   We will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with each repurchase of
series B notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of the indenture, we will comply with the applicable securities laws
and regulations and will not be deemed to have breached our obligations under
the Asset Sale provisions of the indenture by virtue of such conflict.

   Our outstanding Senior Debt currently prohibits us from purchasing any
series B notes, and also provides that certain Change of Control events with
respect to us would constitute a Default under the agreements governing the
Senior Debt. Any future credit agreements or other agreements relating to
Senior Debt to which we become a party may contain similar restrictions and
provisions. In the event a Change of Control occurs at a time when we are
prohibited from purchasing series B notes, we could seek the consent of our
senior lenders to the purchase of series B notes or could attempt to refinance
the borrowings that contain such prohibition. If we do not obtain such a
consent or repay such borrowings, we will remain prohibited from purchasing
series B notes. In such case, our failure to purchase tendered series B notes
would constitute an Event of Default under the indenture which would, in turn,
constitute a Default under such Senior Debt. In such circumstances, the
subordination provisions in the indenture would likely restrict payments to the
holders of series B notes.

Selection and Notice

   If less than all of the series B notes are to be redeemed at any time, the
trustee will select series B notes for redemption as follows:

     (1) if the series B notes are listed, in compliance with the
  requirements of the principal national securities exchange on which the
  series B notes are listed; or

     (2) if the series B notes are not so listed, on a pro rata basis, by lot
  or by such method as the trustee shall deem fair and appropriate.

   No series B notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each holder of series B notes to be redeemed
at its registered address. Notices of redemption may not be conditional.

   If any series B note is to be redeemed in part only, the notice of
redemption that relates to that series B note shall state the portion of the
principal amount thereof to be redeemed. A new series B note in principal
amount equal to the unredeemed portion of the original series B note will be
issued in the name of the holder thereof upon cancellation of the original
series B note. Series B notes called for redemption become due on the date
fixed for redemption. On and after the redemption date, interest ceases to
accrue on series B notes or portions of them called for redemption.

Certain Covenants

 Restricted Payments

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly:

     (1) declare or pay any dividend or make any other payment or
  distribution on account of our or any of our Restricted Subsidiaries'
  Equity Interests, including, without limitation, any payment in connection

                                       98


  with any merger or consolidation involving any of our Restricted
  Subsidiaries or us, or to the direct or indirect holders of any of our
  Restricted Subsidiaries' or our Equity Interests in their capacity as such,
  other than dividends or distributions payable in Equity Interests of ours,
  other than Disqualified Stock, or to any of our Restricted Subsidiaries or
  us;

     (2) purchase, redeem or otherwise acquire or retire for value,
  including, without limitation, in connection with any merger or
  consolidation involving us, any of our Equity Interests or any direct or
  indirect parent of us;

     (3) make any payment on or with respect to, or purchase, redeem, defease
  or otherwise acquire or retire for value any Indebtedness that is
  subordinated to the series B notes or the Guarantees, except a payment of
  interest or principal at the Stated Maturity thereof; or

     (4) make any Restricted Investment (all such payments and other actions
  set forth in clauses (1) through (4) above being collectively referred to
  as "Restricted Payments"), unless, at the time of and after giving effect
  to such Restricted Payment:

     (5) no Default or Event of Default shall have occurred and be continuing
  or would occur as a consequence thereof; and

     (6) we would, at the time of such Restricted Payment and after giving
  pro forma effect thereto as if such Restricted Payment had been made at the
  beginning of the applicable four-quarter period, have been permitted to
  incur at least $1.00 of additional Indebtedness pursuant to the Fixed
  Charge Coverage Ratio test set forth in the first paragraph of the covenant
  described below under the caption "--Incurrence of Indebtedness and
  Issuance of Preferred Stock;" and

     (7) such Restricted Payment, together with the aggregate amount of all
  other Restricted Payments made by our Restricted Subsidiaries and us after
  the date of the indenture, excluding Restricted Payments permitted by
  clauses (2), (3), (4) and (5) of the next succeeding paragraph, is less
  than the sum, without duplication, of

       (a) 50% of our Consolidated Net Income for the period, taken as one
    accounting period, from the beginning of the first fiscal quarter
    commencing after the date of the indenture to the end of our most
    recently ended fiscal quarter for which internal financial statements
    are available at the time of such Restricted Payment, or, if such
    Consolidated Net Income for such period is a deficit, less 100% of such
    deficit, plus

       (b) 100% of the aggregate net cash proceeds received by us since the
    date of the indenture as a contribution to our common equity capital or
    from the issue or sale of our Equity Interests, other than Disqualified
    Stock, or from the issue or sale of our convertible or exchangeable
    Disqualified Stock or convertible or exchangeable debt securities that
    have been converted into or exchanged for such Equity Interests, other
    than Equity Interests, or Disqualified Stock or debt securities, sold
    to any of our Subsidiaries, plus

       (c) the amount by which Indebtedness of our Restricted Subsidiaries
    or us is reduced on our balance sheet upon the conversion or exchange
    subsequent to the issue date of any Indebtedness of us convertible or
    exchangeable for our Equity Interests, other than Disqualified Stock,
    less the amount of any cash, or other property, distributed by any
    Restricted Subsidiary or us upon such conversion or exchange, plus

       (d) without duplication, to the extent that any Restricted
    Investment that was made after the date of the indenture is sold for
    cash or otherwise liquidated or repaid for cash, the lesser of (i) the
    cash return of capital with respect to such Restricted Investment, less
    the cost of disposition, if any, and (ii) the initial amount of such
    Restricted Investment.

                                       99


   So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

     (1) the payment of any dividend within 60 days after the date of
  declaration thereof, if at said date of declaration such payment would have
  complied with the provisions of the indenture;

     (2) the redemption, repurchase, retirement, defeasance or other
  acquisition of any subordinated Indebtedness of any Guarantor or us or of
  any of our Equity Interests in exchange for, or out of the net cash
  proceeds of the substantially concurrent sale, other than to any of our
  Restricted Subsidiaries, of, our Equity Interests, other than Disqualified
  Stock; provided that the amount of any such net cash proceeds that are
  utilized for any such redemption, repurchase, retirement, defeasance or
  other acquisition shall be excluded from clause (7) (b) of the preceding
  paragraph;

     (3) the defeasance, redemption, repurchase or other acquisition of
  subordinated Indebtedness of any Guarantor or us with the net cash proceeds
  from an incurrence of Permitted Refinancing Indebtedness;

     (4) the payment of any dividend by us on Existing Preferred Stock
  pursuant to the terms of such Existing Preferred Stock as of the date of
  the indenture;

     (5) the payment of any dividend by any of our Restricted Subsidiaries to
  the holders of its common Equity Interests on a pro rata basis;

     (6) the repurchase, redemption or other acquisition or retirement for
  value of any of our Equity Interests or any of our Restricted Subsidiaries
  held by any member of our, or any of our Restricted Subsidiaries',
  management pursuant to any management equity subscription agreement or
  stock option agreement; provided that the aggregate price paid for all such
  repurchased, redeemed, acquired or retired Equity Interests shall not
  exceed $1.5 million in any twelve-month period; and

     (7) Restricted Payments not to exceed $5.0 million since the date of the
  indenture.

   The amount of all Restricted Payments, other than cash, shall be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by such Restricted
Subsidiary or us, as the case may be, pursuant to the Restricted Payment. The
fair market value of any assets or securities that are required to be valued by
this covenant shall be determined by our Board of Directors whose resolution
with respect thereto shall be delivered to the trustee. Our Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, we shall deliver to the trustee an officers' certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this "Restricted Payments" covenant
were computed, together with a copy of any fairness opinion or appraisal
required by the indenture.

 Incurrence of Indebtedness and Issuance of Preferred Stock

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, "incur") any Indebtedness, including Acquired Debt, and we
will not issue any Disqualified Stock and will not permit any of our
Subsidiaries to issue any shares of preferred stock; provided, however, that we
may incur Indebtedness, including Acquired Debt, or issue Disqualified Stock,
and our Restricted Subsidiaries may incur Indebtedness or issue Preferred
Stock, if the Fixed Charge Coverage Ratio for our most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock is issued would have been at least 2.0 to
1, determined on a pro forma basis, including a pro forma application of the
Net Proceeds therefrom, as if the additional Indebtedness had been incurred or
the Preferred Stock or Disqualified Stock had been issued, as the case may be,
at the beginning of such four-quarter period.

                                      100


   The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

     (1) the incurrence by any Guarantor and us of additional Indebtedness
  and letters of credit under Credit Facilities in an aggregate principal
  amount at any one time outstanding under this clause (1), with letters of
  credit being deemed to have a principal amount equal to the maximum
  potential liability of any Guarantor and us thereunder, not to exceed an
  amount equal to $380.0 million less the aggregate amount of all Net
  Proceeds of Asset Sales applied by any Guarantor or us to repay
  Indebtedness under a Credit Facility pursuant to the covenant described
  above under the caption "--Repurchase at the Option of Holders--Asset
  Sales;"

     (2) the incurrence by our Restricted Subsidiaries and us of the Existing
  Indebtedness;

     (3) the incurrence by the Guarantors and us of Indebtedness represented
  by the series A notes and the series B notes to be issued pursuant to this
  exchange offer, including, in each case, the Guarantees;

     (4) the incurrence by any of our Restricted Subsidiaries or us of
  Indebtedness represented by Capital Lease Obligations, mortgage financings
  or purchase money obligations, in each case, incurred for the purpose of
  financing all or any part of the purchase price or cost of construction or
  improvement of property, plant or equipment used in the our business or
  such Restricted Subsidiary, in an aggregate principal amount, including all
  Permitted Refinancing Indebtedness incurred to refund, refinance or replace
  any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0
  million at any time outstanding;

     (5) the incurrence by any of our Restricted Subsidiaries or us of
  Permitted Refinancing Indebtedness in exchange for, or the Net Proceeds of
  which are used to refund, refinance or replace Indebtedness, other than
  intercompany Indebtedness, that was permitted by the indenture to be
  incurred under the first paragraph of this covenant or clauses (2), (3),
  (4), (5) or (11) of this paragraph;

     (6) the incurrence by any of our Restricted Subsidiaries or us of
  intercompany Indebtedness between or among any of our Restricted
  Subsidiaries and us; provided, however, that:

       (a) if any Guarantor or we are the obligor on such Indebtedness,
    such Indebtedness, other than Indebtedness owing to Universal
    Professional Insurance Company and any Indebtedness pledged as security
    for any Senior Debt, must be expressly subordinated to the prior
    payment in full in cash of all Hedging Obligations with respect to the
    series B notes, in our case, or the Guarantee, in the case of a
    Guarantor; and

       (b) (i) any subsequent issuance or transfer of Equity Interests,
    other than any pledge thereof as security for any Senior Debt, that
    results in any such Indebtedness being held by a Person other than any
    of our Restricted Subsidiaries or us and (ii) any sale or other
    transfer of any such Indebtedness to a Person that is not either our
    Restricted Subsidiary or us thereof shall be deemed, in each case, to
    constitute an incurrence of such Indebtedness by such Restricted
    Subsidiary or us, as the case may be, that was not permitted by this
    clause (6);

     (7) the incurrence by any of our Restricted Subsidiaries or us of
  Hedging Obligations that are incurred for the purpose of fixing or hedging
  interest rate risk with respect to any floating rate Indebtedness that is
  permitted by the terms of the indenture to be outstanding;

     (8) the guarantee by any of the Guarantors or us of any or our or any of
  our Restricted Subsidiaries' Indebtedness that was permitted to be incurred
  by another provision of this covenant;

     (9) the incurrence by any of our Unrestricted Subsidiaries of Non-
  Recourse Debt, provided, however, that if any such Indebtedness ceases to
  be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
  deemed to constitute an incurrence of Indebtedness by any of our Restricted
  Subsidiaries that was not permitted by this clause (9);

                                      101


     (10) the accrual of interest, the accretion or amortization of original
  issue discount, the payment of interest on any Indebtedness in the form of
  additional Indebtedness with the same terms, and the payment of dividends
  on Disqualified Stock in the form of additional shares of the same class of
  Disqualified Stock will not be deemed to be an incurrence of Indebtedness
  or an issuance of Disqualified Stock for purposes of this covenant;
  provided, in each such case, that the amount thereof is included in our
  Fixed Charges as accrued;

     (11) the incurrence of Indebtedness by our Foreign Subsidiaries in an
  amount not to exceed $10.0 million at any time outstanding; and

     (12) the incurrence by any of our Restricted Subsidiaries or us of
  additional Indebtedness in an aggregate principal amount, or accreted
  value, as applicable, at any time outstanding, including all Permitted
  Refinancing Indebtedness incurred to refund, refinance or replace any
  Indebtedness incurred pursuant to this clause (12), not to exceed $10.0
  million.

   For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of
permitted debt described in clauses (1) through (12) above, or is entitled to
be incurred pursuant to the first paragraph of this covenant, we will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this covenant. Indebtedness under Credit Facilities outstanding
on the date on which notes are first issued and authenticated under the
indenture shall be deemed to have been incurred on such date in reliance on the
exception provided by clause (1) of the definition of Permitted Debt.

 Liens

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of
any kind securing Indebtedness that is pari passu or subordinated in right of
payment to the series B notes on any asset now owned or hereafter acquired,
except Permitted Liens, unless the series B notes are secured by such Lien on
an equal and ratable basis.

 Dividend and Other Payment Restrictions Affecting Subsidiaries

   We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

     (1) pay dividends or make any other distributions on its Capital Stock
  to any of our Restricted Subsidiaries or us, or with respect to any other
  interest or participation in, or measured by, its profits, or pay any
  Indebtedness owed to any of our Restricted Subsidiaries or us;

     (2) make loans or advances to any of our Restricted Subsidiaries or us;
  or

     (3) transfer any of its properties or assets to any of our Restricted
  Subsidiaries or us.

   However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

     (1) Existing Indebtedness and the Credit Agreement, each as in effect on
  the date of the indenture and any amendments, modifications, restatements,
  renewals, increases, supplements, refundings, replacements or refinancings
  thereof, provided that such amendments, modifications, restatements,
  renewals, increases, supplements, refundings, replacement or refinancings
  are no more restrictive, taken as a whole, with respect to such dividend
  and other payment restrictions than those contained in such Existing
  Indebtedness and such Credit Agreement, each as in effect on the date of
  the indenture;


                                      102


     (2) the indenture and the series B notes;

     (3) applicable law;

     (4) any instrument governing Indebtedness or Capital Stock of a Person
  acquired by any of our Restricted Subsidiaries or us as in effect at the
  time of such acquisition, except to the extent such Indebtedness was
  incurred in connection with or in contemplation of such acquisition, which
  encumbrance or restriction is not applicable to any Person, or the
  properties or assets of any Person, other than the Person, or the property
  or assets of the Person, so acquired, provided that, in the case of
  Indebtedness, such Indebtedness was permitted by the terms of the indenture
  to be incurred;

     (5) customary non-assignment provisions in leases entered into in the
  ordinary course of business;

     (6) purchase money obligations for property acquired that impose
  restrictions on the property so acquired of the nature described in clause
  (3) of the preceding paragraph;

     (7) any agreement for the sale or other disposition of a Restricted
  Subsidiary that restricts distributions by that Restricted Subsidiary
  pending its sale or other disposition;

     (8) Permitted Refinancing Indebtedness, provided that the restrictions
  contained in the agreements governing such Permitted Refinancing
  Indebtedness are no more restrictive, taken as a whole, than those
  contained in the agreements governing the Indebtedness being refinanced;

     (9) Liens securing Indebtedness that limit the right of the debtor to
  dispose of the assets subject to such Lien;

     (10) provisions with respect to the disposition or distribution of
  assets or property in joint venture agreements, asset sale agreements,
  stock sale agreements and other similar agreements; and

     (11) restrictions on cash or other deposits or net worth imposed by
  customers under contracts entered into in the ordinary course of business.

 Merger, Consolidation or Sale of Assets

   We may not, directly or indirectly: (1) consolidate or merge with or into
another Person, whether or not we are the surviving corporation; or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of our Restricted Subsidiaries and us taken as a
whole, in one or more related transactions, to another Person; unless:

     (1) either: (a) we are the surviving corporation or (b) the Person
  formed by or surviving any such consolidation or merger, if other than us,
  or to which such sale, assignment, transfer, conveyance or other
  disposition shall have been made is a corporation organized or existing
  under the laws of the U.S., any state thereof or the District of Columbia;

     (2) the Person formed by or surviving any such consolidation or merger,
  if other than us, or the Person to which such sale, assignment, transfer,
  conveyance or other disposition shall have been made assumes all our
  obligations under the series B notes, the indenture and the registration
  rights agreement pursuant to agreements reasonably satisfactory to the
  trustee;

     (3) immediately after such transaction no Default or Event of Default
  exists; and

     (4) we, or the Person formed by or surviving any such consolidation or
  merger, if other than us, or to which such sale, assignment, transfer,
  conveyance or other disposition shall have been made, will, on the date of
  such transaction after giving pro forma effect thereto and any related
  financing transactions as if the same had occurred at the beginning of the
  applicable four-quarter period, be permitted to incur at least $1.00 of
  additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
  set forth in the first paragraph of the covenant described above under the
  caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."

                                      103


   In addition, we may not, directly or indirectly, lease all or substantially
all of our properties or assets, in one or more related transactions, to any
other Person. This "Merger, Consolidation, or Sale of Assets" covenant will not
apply to a sale, assignment, transfer, conveyance or other disposition of
assets between or among any of our Wholly Owned Restricted Subsidiaries and us.

 Designation of Restricted and Unrestricted Subsidiaries

   Our Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by our
Restricted Subsidiaries and us in the Subsidiary so designated will be deemed
to be an Investment made as of the time of such designation and will either
reduce the amount available for Restricted Payments under the first paragraph
of the covenant described above under the caption "--Restricted Payments" or
reduce the amount available for future Investments under one or more clauses of
the definition of Permitted Investments, as we shall determine. That
designation will only be permitted if such Investment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. Our Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.

 Transactions with Affiliates

   We will not, and will not permit any of our Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction"), unless:

     (1) such Affiliate Transaction is on terms that are no less favorable to
  the relevant Restricted Subsidiary or us than those that would have been
  obtained in a comparable transaction by such Restricted Subsidiary or us
  with an unrelated Person; and

     (2) we deliver to the trustee:

       (a) with respect to any Affiliate Transaction or series of related
    Affiliate Transactions involving aggregate consideration in excess of
    $1.0 million, a resolution of our Board of Directors set forth in an
    officers' certificate certifying that such Affiliate Transaction
    complies with this covenant and that such Affiliate Transaction has
    been approved by a majority of the disinterested members of our Board
    of Directors; and

       (b) with respect to any Affiliate Transaction or series of related
    Affiliate Transactions involving aggregate consideration in excess of
    $5.0 million, an opinion as to the fairness to the holders of such
    Affiliate Transaction from a financial point of view issued by an
    accounting, appraisal or investment banking firm of national standing.

   The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

     (1) any employment agreement entered into by any of our Restricted
  Subsidiaries or us in the ordinary course of business;

     (2) transactions between or among our Restricted Subsidiaries and/or us;

     (3) transactions with a Person that is our Affiliate solely because we
  own an Equity Interest in such Person;

     (4) payment of reasonable directors' fees to Persons who are not
  otherwise our Affiliates;

                                      104


     (5) payments of annual management, consulting and advisory fees and
  related expenses to the Principal and its Affiliates pursuant to the
  Management Agreement; and

     (6) Restricted Payments that are permitted by the provisions of the
  indenture described above under the caption "--Restricted Payments."

 Additional Subsidiary Guarantees

   If any of our Subsidiaries or we acquire or create another Domestic
Subsidiary after the date of the indenture or if any Subsidiary becomes a
Domestic Subsidiary, then that Domestic Subsidiary must become a Guarantor and
execute a supplemental indenture and deliver an opinion of counsel to the
trustee within ten Business Days of the date on which it was acquired or
created. This covenant shall not apply to any Subsidiary that has been properly
designated as an Unrestricted Subsidiary.

 Business Activities

   We will not, and will not permit any Subsidiary to, engage in any business
other than Permitted Businesses, except to such extent as would not be material
to our Subsidiaries and us taken as a whole.

 Payments for Consent

   We will not, and will not permit any of our Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any holder of series B notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the indenture or the notes
unless such consideration is offered to be paid and is paid to all holders of
the series B notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.

 No Senior Subordinated Debt

   We will not incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment
to any of our Senior Debt and senior in any respect in right of payment to the
series B notes. No Guarantor will incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to the Senior Debt of such Guarantor and senior in any respect
in right of payment to such Guarantor's Guarantee.

 Reports

   Whether or not required by the Commission, so long as any series B notes are
outstanding, we will furnish to the holders of series B notes, within the time
periods specified in the Commission's rules and regulations:

     (1) all quarterly and annual financial information that would be
  required to be contained in a filing with the Commission on Forms 10-Q and
  10-K if we were required to file such Forms, including a "Management's
  Discussion and Analysis of Financial Condition and Results of Operations"
  and, with respect to the annual information only, a report on the annual
  financial statements by our certified independent accountants; and

     (2) all current reports that would be required to be filed with the
  Commission on Form 8-K if we were required to file such reports.

   If we have designated any of our Subsidiaries as Unrestricted Subsidiaries,
then the quarterly and annual financial information required by the preceding
paragraph shall include a reasonably detailed presentation, either on the face
of the financial statements or in the footnotes thereto, and in Management's
Discussion and Analysis of Financial Condition and Results of Operations, of
the financial condition and results of operations of our Restricted
Subsidiaries and us separate from the financial condition and results of
operations of our Unrestricted Subsidiaries.

                                      105


   In addition, following the consummation of this exchange offer contemplated
by the registration rights agreement, whether or not required by the
Commission, we will file a copy of all information and reports referred to in
clauses (1) and (2) above with the Commission for public availability within
the time periods specified in the Commission's rules and regulations, unless
the Commission will not accept such a filing, and make such information
available to securities analysts and prospective investors upon request. In
addition, the Guarantors and we have agreed that, for so long as any series B
notes remain outstanding, we will furnish to the holders and to securities
analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

   Each of the following is an Event of Default:

     (1) Default for 30 days in the payment when due of interest on, or
  Liquidated Damages with respect to, the series B notes whether or not
  prohibited by the subordination provisions of the indenture;

     (2) Default in payment when due of the principal of, or premium, if any,
  on the series B notes, whether or not prohibited by the subordination
  provisions of the indenture;

     (3) failure by any of the Guarantors or us to comply with the provisions
  described under the captions "--Repurchase at the Option of Holders--Change
  of Control," "--Repurchase at the Option of Holders--Asset Sales," "--
  Certain Covenants--Restricted Payments," "--Certain Covenants--Incurrence
  of Indebtedness and Issuance of Preferred Stock" or "--Certain Covenants--
  Merger, Consolidation or Sale of Assets;"

     (4) failure by any of our Restricted Subsidiaries or us for 60 days
  after notice to comply with any of the other agreements in the indenture;

     (5) Default under any mortgage, indenture or instrument under which
  there may be issued or by which there may be secured or evidenced any
  Indebtedness for money borrowed by any of our Restricted Subsidiaries or
  us, or the payment of which is guaranteed by any of our Restricted
  Subsidiaries or us, whether such Indebtedness or guarantee now exists, or
  is created after the date of the indenture, if that Default:

       (a) is caused by a failure to pay principal of, or interest or
    premium, if any, on such Indebtedness prior to the expiration of the
    grace period provided in such Indebtedness on the date of such Default
    (a "Payment Default"); or

       (b) results in the acceleration of such Indebtedness prior to its
    express maturity,

  and, in each case, the principal amount of any such Indebtedness, together
  with the principal amount of any other such Indebtedness under which there
  has been a Payment Default or the maturity of which has been so
  accelerated, aggregates $10.0 million or more;

     (6) failure by any of our Restricted Subsidiaries or us to pay final
  judgments aggregating in excess of $10.0 million, which judgments are not
  paid, discharged or stayed for a period of 60 days; and

     (7) except as permitted by the indenture, any Guarantee shall be held in
  any judicial proceeding to be unenforceable or invalid or shall cease for
  any reason to be in full force and effect or any Guarantor, or any Person
  acting on behalf of any Guarantor, shall deny or disaffirm its obligations
  under its Guarantee; and

     (8) certain events of bankruptcy or insolvency with respect to any of
  our Restricted Subsidiaries or us.

                                      106


   In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to us, any Subsidiary that is a Significant
Subsidiary or any group of Subsidiaries that, taken together, would constitute
a Significant Subsidiary, all outstanding series B notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the trustee or the holders of at least 25% in
principal amount of the then outstanding series B notes may declare all the
series B notes to be due and payable immediately.

   Holders of series B notes may not enforce the indenture or the series B
notes except as provided in the indenture. Subject to certain limitations,
holders of a majority in principal amount of the then outstanding series B
notes may direct the trustee in its exercise of any trust or power. The trustee
may withhold from holders of series B notes notice of any continuing Default or
Event of Default, except a Default or Event of Default relating to the payment
of principal or interest or Liquidated Damages, if it determines that
withholding notice is in their interest.

   The holders of a majority in aggregate principal amount of the series B
notes then outstanding by notice to the trustee may on behalf of the holders of
all of the series B notes waive any existing Default or Event of Default and
its consequences under the indenture except a continuing Default or Event of
Default in the payment of interest or Liquidated Damages on, or the principal
of, the series B notes.

   We are required to deliver to the trustee annually a statement regarding
compliance with the indenture. Upon becoming aware of any Default or Event of
Default, we are required to deliver to the trustee a statement specifying such
Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

   No director, officer, employee, incorporator or stockholder of any Guarantor
or us, as such, shall have any liability for any obligations of the Guarantors
or us under the series B notes, the indenture, the Guarantees, or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each holder of series B notes by accepting a series B note waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the series B notes. The waiver may not be effective to waive
liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

   We may, at our option and at any time, elect to have all of our obligations
discharged with respect to the outstanding notes and all obligations of the
Guarantors discharged with respect to their Guarantees ("Legal Defeasance")
except for:

     (1) the rights of holders of outstanding series B notes to receive
  payments from the trust referred to below in respect of the principal of,
  or interest and Liquidated Damages, if any, on such series B notes when
  such payments are due;

     (2) our obligations with respect to the series B notes concerning
  issuing temporary series B notes, registration of notes, mutilated,
  destroyed, lost or stolen series B notes and the maintenance of an office
  or agency for payment and money for security payments held in trust;

     (3) the rights, powers, trusts, duties and immunities of the trustee,
  and our obligations in connection therewith; and

     (4) the Legal Defeasance provisions of the indenture.

   In addition, we may, at our option and at any time, elect to have the
obligations of the Guarantors and us released with respect to certain covenants
that are described in the indenture ("Covenant Defeasance") and thereafter any
omission to comply with those covenants shall not constitute a Default or Event
of Default with respect to the series B notes. In the event Covenant Defeasance
occurs, certain events, not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events, described under "Events of Default" will
no longer constitute an Event of Default with respect to the series B notes.

                                      107


   In order to exercise either Legal Defeasance or Covenant Defeasance:

     (1) we must irrevocably deposit with the trustee, in trust, for the
  benefit of the holders of the series B notes, cash in U.S. dollars, non-
  callable Government Securities, or a combination thereof, in such amounts
  as will be sufficient, in the opinion of a nationally recognized firm of
  independent public accountants, to pay the principal of, or interest and
  premium and Liquidated Damages, if any, on the outstanding series B notes
  on the Stated Maturity or on the applicable redemption date, as the case
  may be, and we must specify whether the series B notes are being defeased
  to maturity or to a particular redemption date;

     (2) in the case of Legal Defeasance, we shall have delivered to the
  trustee an opinion of counsel reasonably acceptable to the trustee
  confirming that (a) we have received from, or there has been published by,
  the Internal Revenue Service a ruling or (b) since the date of the
  indenture, there has been a change in the applicable federal income tax
  law, in either case to the effect that, and based thereon such opinion of
  counsel shall confirm that, the holders of the outstanding series B notes
  will not recognize income, gain or loss for federal income tax purposes as
  a result of such Legal Defeasance and will be subject to federal income tax
  on the same amounts, in the same manner and at the same times as would have
  been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, we shall have delivered to the
  trustee an opinion of counsel reasonably acceptable to the trustee
  confirming that the holders of the outstanding series B notes will not
  recognize income, gain or loss for federal income tax purposes as a result
  of such Covenant Defeasance and will be subject to federal income tax on
  the same amounts, in the same manner and at the same times as would have
  been the case if such Covenant Defeasance had not occurred;

     (4) no Default or Event of Default shall have occurred and be continuing
  either: (a) on the date of such deposit, other than a Default or Event of
  Default resulting from the borrowing of funds to be applied to such
  deposit; or (b) with respect only to events of Default resulting from
  bankruptcy or insolvency events at any time in the period ending on the
  91st day after the date of deposit;

     (5) such Legal Defeasance or Covenant Defeasance will not result in a
  breach or violation of, or constitute a Default under any material
  agreement or instrument, other than the indenture, to which we, or any of
  our Subsidiaries, are a party or by which we, or any of our subsidiaries,
  are bound;

     (6) we must have delivered to the trustee an opinion of counsel to the
  effect that, assuming no intervening bankruptcy of any Guarantor or us
  between the date of deposit and the 91st day following the deposit and
  assuming that no holder is considered our "insider" under applicable
  bankruptcy law, after the 91st day following the deposit, the trust funds
  will not be subject to the effect of any applicable bankruptcy, insolvency,
  reorganization or similar laws affecting creditors' rights generally;

     (7) we must deliver to the trustee an officers' certificate stating that
  the deposit was not made by us with the intent of preferring the holders of
  series B notes over our other creditors with the intent of defeating,
  hindering, delaying or defrauding our creditors or others; and

     (8) we must deliver to the trustee an officers' certificate and an
  opinion of counsel, each stating that all conditions precedent relating to
  the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

   Except as provided in the next two succeeding paragraphs, the indenture or
the series B notes may be amended or supplemented with the consent of the
holders of at least a majority in principal amount of the series B notes then
outstanding, including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, series B notes, and
any existing Default or compliance with any provision of the indenture or the
series B notes may be waived with the consent of the holders of a majority in
principal amount of the then outstanding series B notes, including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, series B notes.

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   Without the consent of each holder affected, an amendment or waiver may not,
with respect to any series B notes held by a non-consenting holder:

     (1) reduce the principal amount of notes whose holders must consent to
  an amendment, supplement or waiver;

     (2) reduce the principal of or change the fixed maturity of any series B
  note or alter the provisions with respect to the redemption of the series B
  notes, other than provisions relating to the covenants described above
  under the caption "--Repurchase at the Option of Holders;"

     (3) reduce the rate of or change the time for payment of interest on any
  series B note;

     (4) waive a Default or Event of Default in the payment of principal of,
  or interest or premium, or Liquidated Damages, if any, on the series B
  notes, except a rescission of acceleration of the series B notes by the
  holders of at least a majority in aggregate principal amount of the series
  B notes and a waiver of the Payment Default that resulted from such
  acceleration;

     (5) make any series B note payable in money other than that stated in
  the series B notes;

     (6) make any change in the provisions of the indenture relating to
  waivers of past Defaults or the rights of holders of series B notes to
  receive payments of principal of, or interest or premium or Liquidated
  Damages, if any, on the series B notes;

     (7) waive a redemption payment with respect to any series B note, other
  than a payment required by one of the covenants described above under the
  caption "--Repurchase at the Option of Holders";

     (8) release any Guarantor from any of its obligations under its
  Guarantee or the indenture, except in accordance with the terms of the
  indenture; or

     (9) make any change in the preceding amendment and waiver provisions.

   In addition, any amendment to, or waiver of, the provisions of the indenture
relating to subordination that adversely affects the rights of the holders of
the series B notes will require the consent of the holders of at least 75% in
aggregate principal amount of notes then outstanding.

   Notwithstanding the preceding, without the consent of any holder of series B
notes, the Guarantors, the trustee and we may amend or supplement the indenture
or the series B notes:

     (1) to cure any ambiguity, defect or inconsistency;

     (2) to provide for uncertificated series B notes in addition to or in
  place of Certificated Notes;

     (3) to provide for the assumption of our obligations to holders of
  series B notes in the case of a merger or consolidation or sale of all or
  substantially all of our assets;

     (4) to make any change that would provide any additional rights or
  benefits to the holders of series B notes or that does not adversely affect
  the legal rights under the indenture of any such holder; or

     (5) to comply with requirements of the Commission in order to effect or
  maintain the qualification of the indenture under the Trust Indenture Act.

Concerning the Trustee

   If the trustee becomes a creditor of any guarantor or us, the indenture
limits its right to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as security or
otherwise. The trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue or
resign.

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   The holders of a majority in principal amount of the then outstanding series
B notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
shall occur and be continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of series B notes, unless such holder shall have offered to the trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

Additional Information

   Anyone who receives this prospectus may obtain a copy of the indenture and
the registration rights agreement without charge by writing to The IT Group,
Inc., 2790 Mosside Boulevard, Monroeville, PA 15146-2792, Attention: General
Counsel.

Book-Entry, Delivery and Form

   The series B notes will be in the form of a Global Note without interest
coupons. Upon issuance, the Global Note will be deposited with the trustee, as
custodian for DTC, in New York, New York, and registered in the name of DTC or
its nominee, in each case for credit to the accounts of DTC's Participants or
Indirect Participants.

   The Global Note may be transferred, in whole and not in part, only to
another nominee of DTC or to a successor of DTC or its nominee. Beneficial
interests in the Global Note may not be exchanged for series B notes in
certificated form except in the limited circumstances described below. See "--
Transfer of Interests in the Global Note for Certificated Notes." Except in the
limited circumstances described below, owners of beneficial interests in the
Global Note will not be entitled to receive physical delivery of series B notes
in certificated form.

   Initially, the trustee will act as paying agent and registrar. The series B
notes may be presented for registration of transfer and exchange at the offices
of the registrar.

Depository Procedures

   The following description of the operations and procedures of DTC, Euroclear
and Cedel are provided solely as a matter of convenience. These operations and
procedures are solely within the control of their respective settlement systems
and are subject to changes by them. We take no responsibility for these
operations and procedures and urge investors to contact the DTC, Euroclear or
Cedel or their Participants directly to discuss these matters.

   DTC has advised us that DTC is a limited-purpose trust company created to
hold securities for its participating organizations and to facilitate the
clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Participants include securities brokers and dealers,
including the initial purchasers, banks, trust companies, clearing corporations
and certain other organizations. Access to DTC's system is also available to
other entities such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly, collectively, the "Indirect Participants." Persons who
are not Participants may beneficially own securities held by or on behalf of
DTC only through the Participants or the Indirect Participants. The ownership
interests in, and transfers of ownership interests in, each security held by or
on behalf of DTC are recorded on the records of the Participants and Indirect
Participants.

   DTC has also advised us that, pursuant to procedures established by it:

     (1) upon deposit of the Global Note, DTC will credit the accounts of
  Participants designated by the initial purchasers with portions of the
  principal amount of the Global Note; and

     (2) ownership of these interests in the Global Note will be shown on,
  and the transfer of ownership thereof will be effected only through,
  records maintained by DTC, with respect to the Participants, or by

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  the Participants and the Indirect Participants, with respect to other
  owners of beneficial interest in the Global Note.

   Investors in the Global Note may hold their interests directly through DTC
if they are direct Participants in DTC or indirectly through organizations that
are direct Participants in DTC.

   Except as described below, owners of interests in the Global Note will not
have series B notes registered in their names, will not receive physical
delivery of series B notes in certificated form and will not be considered the
registered owners or "Holders" thereof under the indenture for any purpose.

   Payments in respect of the principal of, and interest and premium and
Liquidated Damages, if any, on the Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered holder
under the indenture. Under the terms of the indenture, the trustee and we will
treat the Persons in whose names the series B notes, including the Global Note,
are registered as the owners thereof for the purpose of receiving payments and
for all other purposes. Consequently, neither we, the trustee nor any agent of
the trustee or us has or will have any responsibility or liability for:

     (1) any aspect of DTC's records or any Participant's or Indirect
  Participant's records relating to or payments made on account of Beneficial
  Ownership interest in the Global Note or for maintaining, supervising or
  reviewing any of DTC's records or any Participant's or Indirect
  Participant's records relating to the Beneficial Ownership interests in the
  Global Note; or

     (2) any other matter relating to the actions and practices of DTC or any
  of its Participants or Indirect Participants.

   DTC has advised us that its current practice, upon receipt of any payment in
respect of securities such as the series B notes, including principal and
interest, is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not
receive payment on such payment date. Each relevant Participant is credited
with an amount proportionate to its Beneficial Ownership of an interest in the
principal amount of the relevant security as shown on the records of DTC.
Payments by the Participants and the Indirect Participants to the Beneficial
Owners of notes will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the trustee or us.
Neither the trustee nor we will be liable for any delay by DTC or any of its
Participants in identifying the Beneficial Owners of the notes, and the trustee
and we may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.

   We expect that interests in the Global Note will be eligible to trade in
DTC's Same-Day Funds Settlement System and, therefore, transfers between
Participants in DTC will be effected in accordance with DTC's procedures, and
will be settled in immediately available funds, and transfers between
Participants in Euroclear and Cedel will be effected in accordance with their
respective rules and operating procedures.

   Subject to compliance with the transfer restrictions applicable to the
series B notes described herein, cross-market transfers between the
Participants in DTC, on the one hand, and Euroclear or Cedel Participants, on
the other hand, will be effected through DTC in accordance with DTC's rules on
behalf of Euroclear or Cedel, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions
to Euroclear or Cedel, as the case may be, by the counterparty in such system
in accordance with the rules and procedures and within the established
deadlines (Brussels time) of such system. Euroclear or Cedel, as the case may
be, will, if the transaction meets its settlement requirements, deliver
instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the Global
Note in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Euroclear
Participants and Cedel Participants may not deliver instructions directly to
the depositories for Euroclear or Cedel.

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   DTC has advised us that it will take any action permitted to be taken by a
holder of series B notes only at the direction of one or more Participants to
whose account DTC has credited the interests in the Global Note and only in
respect of such portion of the aggregate principal amount of the series B notes
as to which such Participant or Participants has or have given such direction.
However, if there is an Event of Default under the series B notes, DTC reserves
the right to exchange the Global Note for legended series B notes in
certificated form, and to distribute such series B notes to its Participants.

Transfer of Interests in the Global Note for Certificated Notes

   The entire Global Note is exchangeable for definitive series B notes in
registered, certificated form without interest coupons ("Certificated Notes")
if:

     (1) DTC (a) notifies us that it is unwilling or unable to continue as
  depositary for the Global Note and we fail to appoint a successor
  depositary or (b) has ceased to be a clearing agency registered under the
  Exchange Act;

     (2) we, at our option, notify the trustee in writing that we elect to
  cause the issuance of the Certificated Notes; or

     (3) there shall have occurred and be continuing a Default or Event of
  Default with respect to the series B notes.

   In addition, beneficial interests in the Global Note may be exchanged for
Certificated Notes upon prior written notice given to the trustee by or on
behalf of DTC in accordance with the indenture. In all cases, Certificated
Notes delivered in exchange for the Global Note or beneficial interests in the
Global Note will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary, in accordance with
its customary procedures.

   Neither the trustee, the Guarantors nor we will be liable for any delay by
the holder of the Global Note or DTC in identifying the Beneficial Owner of
series B notes, and the trustee and we may conclusively rely on, and will be
protected in relying on, instructions from the holder of the Global Note or DTC
for all purposes.

Same Day Settlement and Payment

   We will make payments in respect of the series B notes represented by the
Global Note, including principal, premium, if any, interest and Liquidated
Damages, if any, by wire transfer of immediately available funds to the
accounts specified by the holder of the Global Note. We will make all payments
of principal, interest and premium and Liquidated Damages, if any, with respect
to Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the holders thereof or, if no such account is specified,
by mailing a check to each such holder's registered address. We expect that
secondary trading in any Certificated Notes will also be settled in immediately
available funds.

   Because of time zone differences, the securities account of a Euroclear or
Cedel Participant purchasing an interest in the Global Note from a Participant
in DTC will be credited, and any such crediting will be reported to the
relevant Euroclear or Cedel Participant, during the securities settlement
processing day, which must be a business day for Euroclear and Cedel,
immediately following the settlement date of DTC. DTC has advised us that cash
received in Euroclear or Cedel as a result of sales of interests in the Global
Note by or through a Euroclear or Cedel Participant to a Participant in DTC
will be received with value on the settlement date of DTC but will be available
in the relevant Euroclear or Cedel cash account only as of the business day for
Euroclear or Cedel following DTC's settlement date.

                                      112


Registration Rights; Liquidated Damages

   The following description is a summary of the material provisions of the
registration rights agreement. It does not restate that agreement in its
entirety. We urge you to read the registration rights agreement in its
entirety because it, and not this description, defines the registration rights
of the holders of the series A notes. See "--Additional Information."

   The Guarantors, the initial purchasers and we entered into the Registration
Rights Agreement upon the closing of the initial offering. Pursuant to the
registration rights agreement, the Guarantors and we agreed to file with the
Commission the Exchange Offer Registration Statement on the appropriate form
under the Securities Act with respect to the series A notes. Upon the
effectiveness of the Exchange Offer Registration Statement, the Guarantors and
we will offer to the holders of Transfer-Restricted Securities pursuant to the
exchange offer who are able to make certain representations the opportunity to
exchange their Transfer-Restricted Securities for series B notes.

   If:

     (1) the Guarantors and we are not permitted to consummate the exchange
  offer because the exchange offer is not permitted by applicable law or
  Commission policy; or

     (2) any holder of Transfer-Restricted Securities notifies us prior to
  the 20th day following consummation of the exchange offer that:

       (a) it is prohibited by law or Commission policy from participating
    in the exchange offer; or

       (b) that it may not resell the series B notes acquired by it in the
    exchange offer to the public without delivering a prospectus and the
    prospectus contained in the Exchange Offer Registration Statement is not
    appropriate or available for such resales; or

       (c) that it is a broker-dealer and owns series B notes acquired
    directly from any of our Affiliates or us,

the Guarantors and we will file with the Commission a Shelf Registration
Statement to cover resales of the series B notes by the holders thereof who
satisfy certain conditions relating to the provision of information in
connection with the Shelf Registration Statement.

   The Guarantors and we will use our best efforts to cause the applicable
registration statement to be declared effective as promptly as possible by the
Commission.

   For purposes of the preceding, "Transfer-Restricted Securities" means each
note until:

     (1) the date on which such series A note has been exchanged by a Person
  other than a broker-dealer for a series B note in this exchange offer;

     (2) following the exchange by a broker-dealer in the exchange offer of a
  series A note for a series B note, the date on which such series B note is
  sold to a purchaser who receives from such broker-dealer on or prior to the
  date of such sale a copy of the prospectus contained in the Exchange Offer
  Registration Statement;

     (3) the date on which such series B note has been effectively registered
  under the Securities Act and disposed of in accordance with the Shelf
  Registration Statement; or

     (4) the date on which such series B note is distributed to the public
  pursuant to Rule 144 under the Securities Act.

   The Registration Rights Agreement provides:

     (1) the Guarantors and we will file an Exchange Offer Registration
  Statement with the Commission on or prior to 75 days after the closing of
  the initial offering;

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     (2) the Guarantors and we will use our best efforts to have the Exchange
  Offer Registration Statement declared effective by the Commission on or
  prior to 180 days after the closing of the initial offering;

     (3) unless the exchange offer would not be permitted by applicable law
  or Commission policy, the Guarantors and we will:

       (a) commence the exchange offer; and

       (b) use our best efforts to issue on or prior to 30 business days,
    or longer, if required by the federal securities laws, after the date
    on which the Exchange Offer Registration Statement was declared
    effective by the Commission, notes in exchange for all series A notes
    tendered prior thereto in the exchange offer; and

     (4) if obligated to file the Shelf Registration Statement, the
  Guarantors and we will use our best efforts to file the Shelf Registration
  Statement with the Commission on or prior to 30 days after such filing
  obligation arises and to cause the Shelf Registration Statement to be
  declared effective by the Commission on or prior to 90 days after such
  obligation arises.

   If:

     (1) the Guarantors and we fail to file any of the registration
  statements required by the registration rights agreement on or before the
  date specified for such filing; or

     (2) any of such registration statements is not declared effective by the
  Commission on or prior to the date specified for such effectiveness (the
  "Effectiveness Target Date"); or

     (3) the Guarantors and we fail to consummate the exchange offer within
  30 business days of the Effectiveness Target Date with respect to the
  Exchange Offer Registration Statement; or

     (4) the shelf registration statement or the Exchange Offer Registration
  Statement is declared effective but thereafter ceases to be effective or
  usable in connection with resales of transfer-restricted securities during
  the periods specified in the registration rights agreement (each such event
  referred to in clauses (1) through (4) above, a "Registration Default"),

then the Guarantors and we will pay Liquidated Damages to each holder of series
A notes, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default in an amount equal to $.05 per
week per $1,000 principal amount of series A notes held by such holder.

   The amount of Liquidated Damages will increase by an additional $.05 per
week per $1,000 principal amount of series A notes with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages for all Registration Defaults of $.50
per week per $1,000 principal amount of series A notes.

   All accrued Liquidated Damages will be paid by the Guarantors and us on each
Damages Payment Date to the holder of the Global Note by wire transfer of
immediately available funds or by federal funds check and to holders of
Certificated Notes by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified.

   Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.

   Holders of series A notes are required to make certain representations to
us, as described in the registration rights agreement, in order to participate
in the exchange offer and will be required to deliver certain information to be
used in connection with the Shelf Registration Statement and to provide
comments on the Shelf Registration Statement within the time periods set forth
in the registration rights agreement in order to have their series A notes
included in the Shelf Registration Statement and benefit from the provisions

                                      114


regarding Liquidated Damages set forth above. By acquiring Transfer-Restricted
Securities, a holder will be deemed to have agreed to indemnify the Guarantors
and us against certain losses arising out of information furnished by such
holder in writing for inclusion in any Shelf Registration Statement. Holders
of series A notes will also be required to suspend their use of the prospectus
included in the Shelf Registration Statement under certain circumstances upon
receipt of written notice to that effect from us.

Certain Definitions

   Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

   "Acquired Debt" means, with respect to any specified Person:

     (1) Indebtedness of any other Person existing at the time such other
  Person is merged with or into or became a subsidiary of such specified
  Person, whether or not such Indebtedness is incurred in connection with, or
  in contemplation of, such other Person merging with or into, or becoming a
  Subsidiary of, such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by
  such specified Person.

   "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that Beneficial Ownership of
10% or more of the Voting Stock of a Person shall be deemed to be control. For
purposes of this definition, the terms "controlling," "controlled by" and
"under common control with" shall have correlative meanings.

   "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person", as that term is used in Section 13(d)(3)
of the Exchange Act, such "person" shall be deemed to have Beneficial
Ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

   "Board of Directors" means:

     (1) with respect to a corporation, the board of directors of the
  corporation;

     (2) with respect to a partnership, the board of directors of the general
  partner of the partnership; and

     (3) with respect to any other Person, the board or committee of such
  Person serving a similar function.

   "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

   "Capital Stock" means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all
  shares, interests, participations, rights or other equivalents, however
  designated, of corporate stock;


                                      115


     (3) in the case of a partnership or limited liability company,
  partnership or membership interests, whether general or limited; and

     (4) any other interest or participation that confers on a Person the
  right to receive a share of the profits and losses of, or distributions of
  assets of, the issuing Person.

   "Cash Equivalents" means:

     (1) U.S. dollars;

     (2) securities issued or directly and fully guaranteed or insured by the
  U.S. government or any agency or instrumentality thereof, provided that the
  full faith and credit of the U.S. is pledged in support thereof, having
  maturities of not more than six months from the date of acquisition;

     (3) certificates of deposit and eurodollar time deposits with maturities
  of six months or less from the date of acquisition, bankers' acceptances
  with maturities not exceeding six months and overnight bank deposits, in
  each case, with any lender party to the Credit Agreement or with any
  domestic commercial bank having capital and surplus in excess of $500.0
  million and a Thomson Bank Watch Rating of "B" or better;

     (4) repurchase obligations with a term of not more than seven days for
  underlying securities of the types described in clauses (2) and (3) above
  entered into with any financial institution meeting the qualifications
  specified in clause (3) above;

     (5) commercial paper having the highest rating obtainable from Moody's
  Investors Service, Inc. or Standard & Poor's Rating Services and in each
  case maturing within six months after the date of acquisition; and

     (6) money market funds at least 95% of the assets of which constitute
  Cash Equivalents of the kinds described in clauses (1) through (5) of this
  definition.

   "Consolidated Cash Flow" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus:

     (1) an amount equal to any extraordinary loss plus any net loss realized
  by such Person or any of its Restricted Subsidiaries in connection with an
  Asset Sale, to the extent such losses were deducted in computing such
  Consolidated Net Income; plus

     (2) provision for taxes based on income or profits of such Person and
  its Restricted Subsidiaries for such period, to the extent that such
  provision for taxes was deducted in computing such Consolidated Net Income;
  plus

     (3) consolidated interest expense of such Person and its Restricted
  Subsidiaries for such period, whether paid or accrued and whether or not
  capitalized, including, without limitation, amortization of debt issuance
  costs and original issue discount, non-cash interest payments, the interest
  component of any deferred payment obligations, the interest component of
  all payments associated with Capital Lease Obligations, commissions,
  discounts and other fees and charges incurred in respect of letter of
  credit or bankers' acceptance financings, and net of the effect of all
  payments made or received pursuant to Hedging Obligations, to the extent
  that any such expense was deducted in computing such Consolidated Net
  Income; plus

     (4) depreciation, amortization, including amortization of goodwill and
  other intangibles but excluding amortization of prepaid cash expenses that
  were paid in a prior period, and other non-cash expenses, excluding any
  such non-cash expense to the extent that it represents an accrual of or
  reserve for cash expenses in any future period or amortization of a prepaid
  cash expense that was paid in a prior

                                      116


  period, of such Person and its Restricted Subsidiaries for such period to
  the extent that such depreciation, amortization and other non-cash expenses
  were deducted in computing such Consolidated Net Income; minus

     (5) non-cash items increasing such Consolidated Net Income for such
  period, other than the accrual of revenue in the ordinary course of
  business, in each case, on a consolidated basis and determined in
  accordance with GAAP.

   Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash
expenses of, any of our subsidiaries, unless such Subsidiary is a Guarantor and
its Guarantee continues to be in full force and effect, shall be added to our
Consolidated Net Income to compute our Consolidated Cash Flow only to the
extent that a corresponding amount would be permitted at the date of
determination to be dividended to us by such subsidiary without prior
governmental approval that has not been obtained, and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders.

   "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

     (1) the (a) Net Income of any Person that is not a Subsidiary or that is
  accounted for by the equity method of accounting shall be included only to
  the extent of the amount of dividends or distributions paid in cash to the
  specified Person or a Wholly Owned Subsidiary thereof and (b) the Net
  Income of any Unrestricted Subsidiary shall be excluded, whether or not
  distributed to the specified Person or one of its Subsidiaries;

     (2) the Net Income of any Restricted Subsidiary, unless such Restricted
  Subsidiary is a Guarantor and its Guarantee continues to be in full force
  and effect, shall be excluded to the extent that the declaration or payment
  of dividends or similar distributions by that Restricted Subsidiary of that
  Net Income is not at the date of determination permitted without any prior
  governmental approval that has not been obtained or, directly or
  indirectly, by operation of the terms of its charter or any agreement,
  instrument, judgment, decree, order, statute, rule or governmental
  regulation applicable to that Subsidiary or its stockholders, provided,
  that, only for purposes of the covenant described under the caption "--
  Certain Covenants--Restricted Payments," the aggregate amount of such Net
  Income that could be paid to a Restricted Subsidiary or us by loans or
  advances or repayments of loans or advances, intercompany transfer or
  otherwise will be included in Consolidated Net Income;

     (3) the Net Income of any Person acquired in a pooling of interests
  transaction for any period prior to the date of such acquisition shall be
  excluded; and

     (4) the cumulative effect of a change in accounting principles shall be
  excluded.

   "Continuing Directors" means, as of any date of determination, any member of
our Board of Directors who:

     (1) was a member of such Board of Directors on the date of the
  indenture; or

     (2) was nominated for election or elected to such Board of Directors
  with the approval of a majority of the Continuing Directors who were
  members of such Board of Directors at the time of such nomination or
  election.

   "Credit Agreement" means that certain Credit Agreement dated as of February
25, 1998, as amended and restated as of June 11, 1998, by and among Citicorp
USA, Inc., as Administrative Agent, BankBoston, N.A., as Documentation Agent
and Royal Bank of Canada and Credit Lyonnais New York Branch, as Co-Agents, the

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lenders party thereto from time to time and us, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

   "Credit Facilities" means, one or more debt facilities, including, without
limitation, the Credit Agreement, or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing, including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables, or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

   "Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

   "Designated Senior Debt" means (i) any Indebtedness outstanding under the
Credit Agreement and (ii) after payment in full of all Hedging Obligations
under the Credit Agreement, any other Senior Debt permitted under the indenture
the principal amount of which is $25.0 million or more and that has been
designated by us as "Designated Senior Debt."

   "Disqualified Stock" means any Capital Stock that, by its terms, or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof, or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require us to repurchase such Capital Stock
upon the occurrence of a Change of Control or an Asset Sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
we may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with the covenant
described above under the caption "--Certain Covenants--Restricted Payments."

   "Domestic Subsidiary" means any Restricted Subsidiary that was formed under
the laws of the U.S. or any state thereof or the District of Columbia or that
guarantees or otherwise provides direct credit support for any of our
Indebtedness.

   "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.

   "Existing Indebtedness" means Indebtedness of our Subsidiaries and us, other
than Indebtedness under the Credit Agreement, in existence on the date of the
indenture, until such amounts are repaid.

   "Existing Preferred Stock" means shares of our 7% cumulative convertible
exchangeable preferred stock issued and outstanding on the date of the
indenture and our cumulative convertible participating preferred stock issued
and outstanding on the date of the indenture.

   "Fixed Charges" means, with respect to any specified Person or any of its
Restricted Subsidiaries for any period, the sum, without duplication, of:

     (1) the consolidated cash interest expense of such Person and its
  Restricted Subsidiaries for such period, including, without limitation,
  amortization of debt issuance costs and original issue discount, non cash
  interest payments, the interest component of any deferred payment
  obligations, the interest component of all payments associated with Capital
  Lease Obligations, commissions, discounts and other fees and charges
  incurred in respect of letter of credit or bankers' acceptance financings,
  and net of the effect of all payments made or received pursuant to Hedging
  Obligations; plus

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     (2) the consolidated interest of such Person and its Restricted
  Subsidiaries that was capitalized during such period; plus

     (3) any interest expense on Indebtedness of another Person that is
  guaranteed by such Person or one of its Restricted Subsidiaries or secured
  by a Lien on assets of such Person or one of its Restricted Subsidiaries,
  whether or not such guarantee or Lien is called upon; plus

     (4) the product of (a) all dividends, paid in cash, on any series of
  preferred stock of such Person or any of its Restricted Subsidiaries, other
  than dividends on Equity Interests payable solely our Equity Interests,
  other than Disqualified Stock, or to any of our Restricted Subsidiaries or
  us, times (b) a fraction, the numerator of which is one and the denominator
  of which is one minus the then current combined federal, state and local
  statutory tax rate of such Person, expressed as a decimal, in each case, on
  a consolidated basis and in accordance with GAAP.

   "Fixed Charge Coverage Ratio" means with respect to any specified Person and
its Restricted Subsidiaries for any period, the ratio of the Consolidated Cash
Flow of such Person and its Restricted Subsidiaries for such period to the
Fixed Charges of such Person for such period and its Restricted Subsidiaries.
In the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness,
other than ordinary working capital borrowings, or issues, repurchases or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect to such incurrence, assumption, guarantee, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom as if the same had
occurred at the beginning of the applicable four-quarter reference period.

   In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

     (1) acquisitions that have been made by the specified Person or any of
  its Subsidiaries, including through mergers or consolidations and including
  any related financing transactions, during the four-quarter reference
  period or subsequent to such reference period and on or prior to the
  calculation date of the Fixed Charge Coverage Ratio shall be given pro
  forma effect as if they had occurred on the first day of the four-quarter
  reference period and Consolidated Cash Flow for such reference period shall
  be calculated on a pro forma basis in accordance with Regulation S-X under
  the Securities Act, but without giving effect to clause (3) of the proviso
  set forth in the definition of Consolidated Net Income;

     (2) the Consolidated Cash Flow attributable to discontinued operations,
  as determined in accordance with GAAP, and operations or businesses
  disposed of prior to the calculation date of the Fixed Charge Coverage
  Ratio, shall be excluded; and

     (3) the Fixed Charges attributable to discontinued operations, as
  determined in accordance with GAAP, and operations or businesses disposed
  of prior to the calculation date of the Fixed Charge Coverage Ratio, shall
  be excluded, but only to the extent that the obligations giving rise to
  such Fixed Charges will not be obligations of the specified Person or any
  of its Subsidiaries following the calculation date of the Fixed Charge
  Coverage Ratio.

   "Foreign Subsidiary" means any Restricted Subsidiary that was organized
under the laws of a jurisdiction outside the U.S.

   "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of the indenture.

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   "Guarantee" means a guarantee of payment of Indebtedness of another Person
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit
or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

   "Guarantors" means each of:

     (1) our Domestic Subsidiaries, except for Universal Professional
  Insurance Company; and

     (2) any other subsidiary that executes a Guarantee in accordance with
  the provisions of the indenture;

   and their respective successors and assigns.

   "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

     (1) interest rate swap agreements, interest rate cap agreements and
  interest rate collar agreements; and

     (2) other agreements or arrangements designed solely to protect such
  Person against fluctuations in interest rates.

   "Indebtedness" means, with respect to any specified Person, any
Indebtedness of such Person, whether or not contingent, in respect of:

     (1) borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments;

     (3) banker's acceptances and letters of credit, or reimbursement
  agreements in respect thereof;

     (4) Capital Lease Obligations;

     (5) the balance deferred and unpaid of the purchase price of any
  property, except any such balance that constitutes an accrued expense or
  trade payable; or

     (6) Hedging Obligations,

   if and to the extent any of the preceding items, other than letters of
credit and Hedging Obligations, would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP. In addition,
the term "Indebtedness" includes all Indebtedness of others secured by a Lien
on any asset of the specified Person, whether or not such Indebtedness is
assumed by the specified Person, and, to the extent not otherwise included,
the guarantee by the specified Person of any Indebtedness of any other Person.
The term "Indebtedness" shall not include the incurrence of any Indebtedness
in respect of bid, performance or surety bonds issued for the account of any
of our Restricted Subsidiaries or us in the ordinary course of business,
including guarantees or obligations of any Restricted Subsidiary or us thereof
with respect to letters of credit supporting such bid, performance or surety
obligations, and guarantees made in the ordinary course of business by any of
our Restricted Subsidiaries or us of performance of any contractual obligation
by a Restricted Subsidiary, any other entity in which a subsidiary or we own
an Equity Interest or us, in each case other than for an obligation for money
borrowed.

   The amount of any Indebtedness outstanding as of any date shall be:

     (1) the accreted value thereof, in the case of any Indebtedness issued
  with original issue discount; and

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     (2) the principal amount thereof, together with any interest thereon
  that is more than 30 days past due, in the case of any other Indebtedness.

   "Investments" means, with respect to any Person, all investments by such
Person in other Persons, including Affiliates, in the forms of direct or
indirect loans, including guarantees or other obligations, advances or capital
contributions, excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business, purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If any of our
Subsidiaries or we sell or otherwise dispose of any Equity Interests of any of
our direct or indirect Subsidiaries such that, after giving effect to any such
sale or disposition, such Person is no longer our Subsidiary, we shall be
deemed to have made an investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of the covenant described above under the caption "--Certain Covenants--
Restricted Payments."

   "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code or equivalent statutes of any jurisdiction.

   "Management Agreement" means the agreement, dated August 28, 1996, between
Carlyle and us, as amended, modified, supplemented, extended, renewed or
restated from time to time, provided, that any such amendment, modification,
supplement, extension, renewal or restatement does not materially disadvantage
the holders of series B notes.

   "Net Income" means, with respect to any specified Person, the Net Income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

     (1) any gain or loss, together with any related provision for taxes on
  such gain, but not loss, realized in connection with: (a) any Asset Sale;
  or (b) the disposition of any securities by such Person or any of its
  Subsidiaries or the extinguishment of any Indebtedness of such Person or
  any of its Restricted Subsidiaries; and

     (2) any extraordinary gain or loss, together with any related provision
  for taxes on such extraordinary gain or loss.

   "Net Proceeds" means the aggregate cash proceeds received by any of our
Restricted Subsidiaries or us in respect of any Asset Sale, including, without
limitation, any cash received upon the sale or other disposition of any non-
cash consideration received in any Asset Sale, net of the direct costs relating
to such Asset Sale, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, in
each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, and amounts required to be applied to the
repayment of Indebtedness, other than Senior Debt secured by a Lien on the
asset or assets that were the subject of such Asset Sale.

   "Non-Recourse Debt" means Indebtedness:

     (1) as to which neither we nor any of our Restricted Subsidiaries (a)
  provide credit support of any kind, including any undertaking, agreement or
  instrument that would constitute Indebtedness, (b) are directly or
  indirectly liable as a guarantor or otherwise or (c) constitute the lender;


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     (2) no Default with respect to which, including any rights that the
  holders thereof may have to take enforcement action against an Unrestricted
  Subsidiary, would permit upon notice, lapse of time or both any holder of
  any other Indebtedness, other than the series B notes, of any of our
  Restricted Subsidiaries or us to declare a Default on such other
  Indebtedness or cause the payment thereof to be accelerated or payable
  prior to its Stated Maturity; and

     (3) as to which the lenders have been notified in writing that they will
  not have any recourse to the stock or assets of any of our Restricted
  Subsidiaries or us.

   "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

   "Permitted Business" means the businesses conducted by our Subsidiaries and
us on the date of the indenture and reasonable extensions thereof and such
other business activities which are incidental or related thereto.

   "Permitted Investments" means:

     (1) any Investment in us or in any of our Restricted Subsidiaries or any
  of our Permitted Joint Ventures that is engaged in a Permitted Business;

     (2) any Investment in Cash Equivalents;

     (3) any Investment by any of our Subsidiaries or us in a Person, if as a
  result of such Investment:

       (a) such Person becomes our Restricted Subsidiary or our Permitted
    Joint Venture and such Person is engaged in a Permitted Business; or

       (b) such Person is merged, consolidated or amalgamated with or into,
    or transfers or conveys substantially all of its assets to, or is
    liquidated into, any of our Restricted Subsidiaries or us or any of our
    Permitted Joint Ventures that is engaged in a Permitted Business;

     (4) any Investment made as a result of the receipt of non-cash
  consideration from an Asset Sale that was made pursuant to and in
  compliance with the covenant described above under the caption "--
  Repurchase at the Option of Holders--Asset Sales;"

     (5) any acquisition of assets solely in exchange for the issuance of our
  Equity Interests, other than Disqualified Stock;

     (6) Hedging Obligations;

     (7) any Investment by any of our Restricted Subsidiaries or us
  constituting a performance guaranty of contractual obligations, other than
  any obligation for money borrowed, of any entity in which a Subsidiary or
  we own an Equity Interest, which are made in the ordinary course of
  business by such Restricted Subsidiary or us; and

     (8) other Investments in any Person having an aggregate fair market
  value, measured on the date each such Investment was made and without
  giving effect to subsequent changes in value, when taken together with all
  other outstanding Investments made pursuant to this clause (8) since the
  date of the indenture not to exceed $40.0 million at any one time
  outstanding.

   "Permitted Joint Venture" means, with respect to any Person:

     (1) any corporation, association, or other business entity, other than a
  partnership, of which 50% or more of the Voting Stock is at the time of
  determination owned or controlled, directly or indirectly, by such Person
  or one or more of the Restricted Subsidiaries of that Person or a
  combination thereof (collectively, a "Group"),

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     (2) any corporation, association or other business entity, other than a
  partnership, as to which the Group, at the time of initial Investment, has
  a contractual right to acquire 50% or more of the Voting Stock, provided
  that such Investment shall cease to be a Permitted Joint Venture if such
  Group fails to acquire such 50% or more of such Voting Stock within six
  months of such initial Investment; and

     (3) any partnership, joint venture, limited liability company or similar
  entity of which:

       (a) 50% of the capital accounts, distribution rights, total equity
    and voting interests or general or limited partnership interests, as
    applicable, are owned or controlled, directly or indirectly, by such
    Group, whether in the form of membership, general, special or limited
    partnership interests or otherwise; and

       (b) such Person or any Restricted Subsidiary of such Person is a
    controlling general partner or otherwise controls such entity, which in
    the case of each of clauses (1), (2) and (3) is engaged in the
    Permitted Business.

   "Permitted Junior Securities" means:

     (1) Equity Interests in any Guarantor or us; or

     (2) debt securities that are subordinated to all Senior Debt and any
  debt securities issued in exchange for Senior Debt to substantially the
  same extent as, or to a greater extent than, the series B notes and the
  Guarantees are subordinated to Senior Debt under the indenture and have a
  Stated Maturity after, and do not provide for scheduled principal payments
  prior to, the Stated Maturity of any Senior Debt and any debt securities
  issued in exchange for Senior Debt; provided, however, that, if such Equity
  Interests or debt securities are distributed in a bankruptcy or insolvency
  proceeding, such Equity Interests or debt securities are distributed
  pursuant to a plan of reorganization consented to by each class of
  Designated Senior Debt.

   "Permitted Liens" means:

     (1) Liens in favor of the Guarantors or us;

     (2) Liens on property of a Person existing at the time such Person is
  merged with or into or consolidated with any of our subsidiaries or us;
  provided that such Liens were in existence prior to the contemplation of
  such merger or consolidation and do not extend to any assets other than
  those of the Person merged into or consolidated with the Subsidiary or us;

     (3) Liens on property existing at the time of acquisition thereof by any
  of our Subsidiaries or us; provided that such Liens were in existence prior
  to the contemplation of such acquisition;

     (4) Liens to secure the performance of statutory obligations, surety or
  appeal bonds, performance bonds or other obligations of a like nature
  incurred in the ordinary course of business;

     (5) Liens existing on the date of the indenture;

     (6) Liens for taxes, assessments or governmental charges or claims that
  are not yet delinquent or that are being contested in good faith by
  appropriate proceedings promptly instituted and diligently concluded;
  provided that any reserve or other appropriate provision as shall be
  required in conformity with GAAP shall have been made therefor;

     (7) Liens on assets of Unrestricted Subsidiaries that secure Non-
  Recourse Debt of Unrestricted Subsidiaries; and

     (8) Liens incurred in the ordinary course of business of any of our
  Subsidiaries or us with respect to obligations that do not exceed $5.0
  million at any one time outstanding.

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   "Permitted Refinancing Indebtedness" means any Indebtedness of any of our
Restricted Subsidiaries or us issued in exchange for, or the Net Proceeds of
which are used to extend, refinance, repay, prepay, renew, replace, defease or
refund other Indebtedness of any of our Restricted Subsidiaries or us, other
than intercompany Indebtedness; provided that:

     (1) the principal amount, or accreted value, if applicable, of such
  Permitted Refinancing Indebtedness does not exceed the principal amount, or
  accreted value, if applicable, of the Indebtedness so extended, refinanced,
  repaid, prepaid, renewed, replaced, defeased or refunded, plus all accrued
  interest thereon and the amount of all customary expenses and premiums
  incurred in connection therewith;

     (2) if the Indebtedness being extended, refinanced, renewed, replaced,
  defeased or refunded is equal in right of payment to or subordinated in
  right of payment to the series B notes, such Permitted Refinancing
  Indebtedness has a final maturity date 91 days after the Stated Maturity of
  the series B notes, and is equal in right of payment to, in the case of
  pari passu Indebtedness, or subordinated in right of payment to, in the
  case of subordinated Indebtedness, to the series B notes on terms at least
  as favorable to the holders of series B notes as those contained in the
  documentation governing the Indebtedness being extended, refinanced,
  renewed, replaced, defeased or refunded; and

     (3) such Indebtedness is incurred either by us or by the Restricted
  Subsidiary who is the obligor on the Indebtedness being extended,
  refinanced, renewed, replaced, defeased or refunded.

   "Restricted Investment" means an Investment other than a Permitted
Investment.

   "Restricted Subsidiary" of a Person means any Subsidiary of such Person that
is not an Unrestricted Subsidiary.

   "Senior Debt" means:

     (1) all Indebtedness of any Guarantor or us outstanding under Credit
  Facilities and all Hedging Obligations with respect thereto;

     (2) any other Indebtedness of any Guarantor or us permitted to be
  incurred under the terms of the indenture, unless the instrument under
  which such Indebtedness is incurred expressly provides that it is on a
  parity with or subordinated in right of payment to the series B notes or
  any Guarantee; and

     (3) all Hedging Obligations with respect to the items listed in the
  preceding clauses (1) and (2).

   Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

     (1) any liability for federal, state, local or other taxes owed or owing
  by us;

     (2) any Indebtedness of us to any of our Subsidiaries or other
  Affiliates;

     (3) any trade payables; or

     (4) the portion of any Indebtedness that is incurred in violation of the
  indenture.

   "Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, as such
Regulation is in effect on the date hereof.

   "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

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   "Subsidiary" means, with respect to any specified Person:

     (1) any corporation, association or other business entity of which more
  than 50% of the total voting power of shares of Capital Stock entitled,
  without regard to the occurrence of any contingency, to vote in the
  election of directors, managers or trustees thereof is at the time owned or
  controlled, directly or indirectly, by such Person or one or more of the
  other subsidiaries of that Person or a combination thereof; and

     (2) any partnership (a) the sole general partner or the managing general
  partner of which is such Person or a subsidiary of such Person or (b) the
  only general partners of which are such Person or one or more subsidiaries
  of such Person or any combination thereof.

   "Unrestricted Subsidiary" means any of our Subsidiaries that is designated
by our Board of Directors as an Unrestricted Subsidiary pursuant to a Board of
Directors resolution, but only to the extent that such Subsidiary:

     (1) has no Indebtedness other than Non-Recourse Debt;

     (2) is not party to any agreement, contract, arrangement or
  understanding with any of our Restricted Subsidiaries or us unless the
  terms of any such agreement, contract, arrangement or understanding are no
  less favorable to such Restricted Subsidiary or us than those that might be
  obtained at the time from Persons who are not our Affiliates;

     (3) is a Person with respect to which neither we nor any of our
  Restricted Subsidiaries have any direct or indirect obligation (a) to
  subscribe for additional Equity Interests or (b) to maintain or preserve
  such Person's financial condition or to cause such Person to achieve any
  specified levels of operating results; and

     (4) has not guaranteed or otherwise directly or indirectly provided
  credit support for any Indebtedness of any of our Restricted Subsidiaries
  or us;

   Any designation of any of our Subsidiaries as an Unrestricted Subsidiary
shall be evidenced to the trustee by filing with the trustee a certified copy
of a resolution of our Board of Directors giving effect to such designation and
an officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under
the caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such
subsidiary shall be deemed to be incurred by one of our Restricted Subsidiaries
as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under the covenant described under the caption "--Certain Covenants--
Incurrence of Indebtedness and Issuance of Preferred Stock," we shall be in
Default of such covenant. Our Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by our
Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under the covenant described under the caption "--
Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

   "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

   "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which, other than directors' qualifying shares, shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person and one
or more Wholly Owned Subsidiaries of such Person.

                                      125


                          DESCRIPTION OF CAPITAL STOCK

   Our authorized capital stock consists of 50,000,000 shares of common stock,
par value $0.01 per share, of which 22,675,917 shares were issued and
outstanding as of December 25, 1998, and 180,000 shares of preferred stock, par
value $100 per share, of which 20,556 shares of 7% preferred stock were issued
and outstanding, and 46,095 shares of convertible preferred stock were issued,
with 45,271 shares outstanding, as of December 25, 1998.

   Pursuant to the terms of its investment in us, Carlyle is entitled to elect
a majority of our board of directors, until November 20, 2001, which date is
five years from the consummation of its investment; provided that Carlyle
continues to own at least 20% of our voting power. Also pursuant to the terms
of Carlyle's investment, the board of directors consists of four preferred
stock directors, elected by the holders of our convertible preferred stock, and
three common stock directors, elected by our common stockholders. During the
five-year period following Carlyle's investment, holders of our convertible
preferred stock will not participate in elections of our common stock
directors, and our preferred stock directors will not have the right to vote on
the election of any director to fill a vacancy among our common stock
directors. At the end of the five-year period following Carlyle's investment,
if Carlyle continues to own at least 20% of our voting power, holders of our
convertible preferred stock will be entitled to elect the largest number of
directors which is a minority of our directors and to vote with our common
stockholders as a single class on the election of our remaining directors.
Additionally, the holders of our convertible preferred stock, in the event they
no longer have the right to elect at least a minority of our directors, will
have the right, voting as a class with holders of our 7% preferred stock and
any other parity stock, to elect two directors to our board of directors in the
event we fail to pay dividends on our convertible preferred stock for six
dividend periods.

Common Stock

   Our outstanding shares of common stock are validly issued, fully paid and
nonassessable. Our common stockholders are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders, and have
cumulative voting rights with respect to the election of directors.

   Our common stockholders do not have any preemptive rights or rights to
subscribe for any additional securities. Our common stock is neither redeemable
nor convertible into other securities, and there are no sinking fund
provisions. Subject to the preferences applicable to any shares of preferred
stock outstanding at the time, our common stockholders are entitled to
dividends if, when and as declared by the board of directors from funds legally
available therefore and are entitled, in the event of liquidation, to share
ratably in all assets remaining after payment of liabilities and preferred
stock preferences, if any.

Preferred Stock

 Convertible Preferred Stock

   Holders of our convertible preferred stock are entitled to cumulative annual
dividends. No dividends were payable in the first year following the closing of
Carlyle's investment. Thereafter, dividends are payable quarterly in kind for
one year at the rate of 3% per annum and in cash thereafter at the rate of 6%
per annum. Holders of our convertible preferred stock have the right to
participate with our common stockholders in any dividends paid with respect to
the common stock into which it may be converted. Our convertible preferred
stock may at any time, at the option of Carlyle, be converted into shares of
our common stock. The conversion price of our convertible preferred stock is
$7.59 per share. We will be entitled, at Carlyle's option, to redeem all of our
convertible preferred stock at its liquidation preference plus accumulated and
unpaid dividends on or after November 21, 2003.

   On or after the seventh anniversary of Carlyle's investment, we will be
entitled, at our option, as determined by a majority of the common stock
directors, to redeem all of the our convertible preferred stock at its
liquidation preference of $1,000 per share plus accumulated and unpaid
dividends.

                                      126


   Holders of our convertible preferred stock generally have the right to vote,
on an as-converted basis, as a single class with our common stockholders and
other classes or series of our capital stock entitled to vote as a single class
with our common stock, on all matters submitted to a vote of our stockholders
except (1) matters for which class voting is required by law or under our
certificate of incorporation, and (2) with respect to the election of the
common stock directors during the five-year period following Carlyle's
investment. Holders of our convertible preferred stock vote as a separate class
with respect to:

     . the creation, authorization or issuance of any class or series of
  shares ranking on parity with or prior to our convertible preferred stock
  as to dividends or redemption,

     . the increase in the authorized shares of, or issuance of any shares of
  our convertible preferred stock,

     . the amendment, alteration, waiver of the application of, or repeal of
  an provision of our certificate of incorporation, the entering into of any
  agreement or the taking of any corporate action which would in any manner
  alter, change or otherwise adversely affect the powers, rights or
  preferences of our convertible preferred stock, and

     . the reorganization, recapitalization, liquidation, dissolution or
  winding up of us, the disposition of substantially all of our assets,
  property or business, the merger or consolidation with or into any other
  corporation, if the transaction would adversely affect the powers, rights
  or preferences of our convertible preferred stock.

 7% Preferred Stock

   Our 7% preferred stock ranks on parity as to dividends and liquidation with
our convertible preferred stock, and prior to our common stock. The dividend
per annum on each share of 7% preferred stock is $175 and the liquidation
preference is $2,500. Dividends on our 7% preferred stock are cumulative and
payable quarterly.

   Holders of shares of our 7% preferred stock are not entitled to vote on
matters submitted to our stockholders, except that holders are entitled to vote
as a separate class to elect two directors if the equivalent of six or more
quarterly dividends, whether consecutive or not, on our 7% preferred stock is
in arrears. These voting rights will continue until such time as the dividend
arrearage on our 7% preferred stock has been paid in full.

   Our 7% preferred stock is convertible at the option of the holder into
shares of our common stock at a conversion price of $23.36 per share, subject
to adjustment under some circumstances. On any dividend payment date, our 7%
preferred stock is exchangeable at our option, in whole but not in part, for 7%
subordinated debentures due 2008 in a principal amount equal to $2,500 per
share of 7% preferred stock. Our 7% preferred stock is redeemable at any time,
at our option, initially at a price of $2,622.50 per share of 7% preferred
stock and thereafter at prices declining to $2,500 per share of 7% preferred
stock on or after September 30, 2003. Additionally, our 7% preferred stock has
a special conversion right that becomes effective in the event of significant
transactions affecting our ownership or control. In such situations, the
special conversion right would, for a limited period, reduce the then
prevailing conversion price to the market value of the common stock, except
that the conversion right will not be reduced below $3.17 per share. Generally,
the special conversion right becomes effective if:

     . a person or group acquires at least 50% of our common stock,

     . if we sell all or substantially all of our assets, or

     . if we participate in a merger or consolidation in which we are not the
  surviving company or our common stockholders immediately prior to such
  merger or consolidation do not hold, directly or indirectly, at least a
  majority of the common stock of the surviving corporation after such a
  transaction.

                                      127


   The form of consideration issued, cash, securities or other property, upon
the exercise of the special conversion right by a holder of 7% preferred stock
depends upon, among other things, the type of transaction that gives rise to
the special conversion right.

                MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

   The following is a general discussion of U.S. federal tax consequences
associated with the exchange of the series A notes for series B notes and of
the ownership and disposition of the notes by an initial beneficial owner of
the notes. The discussion below is based upon current provisions of the
Internal Revenue Code of 1986, as amended, applicable Treasury Regulations,
judicial authority and administrative rulings and practice, any of which may be
altered with retroactive effect thereby changing the federal tax consequences
discussed below. The tax treatment of the holders of the notes may vary
depending upon their particular situations. In addition, certain other holders,
including insurance companies, tax exempt organizations, financial institutions
and broker-dealers, may be subject to special rules not discussed below. We
will not seek a ruling from the IRS with respect to any of the matters
discussed herein and there can be no assurance that the IRS will not challenge
one or more of the tax consequences described below. You should consult your
own tax advisor concerning the particular tax consequences of your exchange of
series A notes for series B notes and of your ownership and disposition of the
notes, including the tax consequences under the laws of any foreign, state,
local or other taxing jurisdiction and the possible effects on you of changes
in U.S. federal or other tax laws.

The Exchange Offer

   The exchange of the series A notes for series B notes pursuant to this
exchange offer should not be treated as an "exchange" for U.S. federal income
tax purposes because the series B notes will not be considered to differ
materially in kind or extent from the series A notes. Rather, any exchange
notes received by you should be treated as a continuation of your investment in
the series A notes. As a result, there should be no material U.S. federal
income tax consequences to you resulting from the exchange offer. In addition,
you should have the same adjusted issue price, adjusted basis, and holding
period in the series B notes as you had in the series A notes immediately prior
to the exchange.

Non-U.S. Holders

   The following is a general discussion of U.S. federal income and estate tax
consequences of the ownership and disposition of our notes by an initial
beneficial owner of our notes that, for U.S. federal income tax purposes, is
not a "U.S. person." U.S. persons acquiring the exchange notes are subject to
different rules than those discussed below. For purposes of this discussion, a
"U.S. person" means:

  .  a citizen or resident of the U.S.,

  .  a corporation, partnership or other entity created or organized in the
     U.S. or under the laws of the U.S. or of any political subdivision
     thereof,

  .  an estate whose income is includible in gross income for U.S. federal
     income tax purposes regardless of its source, or

  .  a trust, if a U.S. court is able to exercise primary supervision over
     the administration of the trust and one or more U.S. persons have the
     authority to control all substantial decisions of the trust or certain
     electing trusts that were in existence on August 19, 1996, and treated
     as a domestic trust on such date.

   "U.S." refers to the United States of America, including the States and the
District of Columbia, and U.S. possessions, which include, Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island, and Northern Mariana
Islands.

                                      128



 Interest

   Generally, interest income of a non-U.S. holder that is not effectively
connected with a U.S. trade or business will be subject to a U.S. federal
income tax and withholding tax at a 30% rate. However, such interest may be
exempt from, or subject to a lower rate of, withholding pursuant to an income
tax treaty between the U.S. and the country of residence of the non-U.S.
holder. A non-U.S. holder claiming the benefit of such a treaty must provide us
or our paying agent with a properly executed IRS Form 1001, or a suitable
substitute or successor form or such other form as the IRS may prescribe.
Moreover, interest paid on a note by us or our paying agent to a non-U.S.
holder will qualify for the so-called "portfolio-interest exemption" and,
therefore, will not be subject to U.S. federal income tax or withholding tax
provided that such interest income is not effectively connected with a U.S.
trade or business of the non-U.S. holder and provided that:

  .  the non-U.S. holder does not actually or constructively own 10% or more
     of the total combined voting power of all classes of stock of our
     company that is entitled to vote;

  .  the non-U.S. holder is not

    .  a controlled foreign corporation related to our company actually or
       constructively through the stock ownership rules under Section
       864(d)(4) of the Code,

    .  a bank which acquired the note in consideration for an extension of
       credit made pursuant to a loan agreement entered into in the
       ordinary course of business, or

    .  a foreign tax exempt organization or a foreign private foundation
       for U.S. federal income tax purposes;

  .  the interest paid to the non-U.S. holder is not considered contingent
     interest under Section 871(h)(4) of the Code and the regulations
     thereunder; and

  .  The beneficial owner satisfies the requirements set forth in Section
     871(h) and 881(c) of the Code and the Treasury regulations issued
     thereunder relating to registered securities.

    .  This requirement will be satisfied in either of the following
       circumstances. First, this requirement will be satisfied if the non-
       U.S. holder provides to our company or our paying agent a Form W-8,
       or a suitable substitute or successor form, such as a Form W-8BEN,
       that is signed under penalties of perjury, includes its name and
       address, and contains a certification that the holder is not a U.S.
       person. Second, the requirement will be satisfied if (a) the non-
       U.S. holder provides a Form W-8, or a suitable substitute or
       successor form, such as a Form W-8BEN, signed under the penalties of
       perjury, to a qualified intermediary, such as a securities clearing
       organization, bank, or other financial institution who holds
       customers' securities in the ordinary course of its trade or
       business and holds the notes on behalf of a beneficial owner, and
       (b) the qualified intermediary certifies to us or our paying agent,
       under the penalties of perjury, that such statement has been
       received by it from the beneficial owner, directly or through
       another intermediary financial institution, and furnishes us or our
       paying agent with a copy thereof. The certificates described in this
       paragraph are effective only with respect to payments of interest
       made to the certifying non-U.S. holder after the issuance of the
       certificate, in the calendar year of its issuance, and the two
       immediately succeeding calendar years.

    .  Recently finalized Treasury regulations that are applicable to
       interest paid after December 31, 2000, provide alternative
       documentation procedures for satisfying the certification
       requirement described above. Such regulations add intermediary
       certification options for certain qualifying agents. Under one such
       option, a withholding agent would be allowed to rely on IRS
       Form W-8IMY, or suitable substitute or successor form, furnished by
       a financial institution or other intermediary on behalf of one or
       more beneficial owners or other intermediaries without having to
       obtain the beneficial owner certificate described in the preceding
       paragraph, provided that the financial institution or intermediary
       has entered into a withholding agreement with the IRS and thus is a
       qualified intermediary. Under another option, an authorized foreign
       agent of a U.S. withholding agent would

                                      129



       be permitted to act on behalf of the U.S. withholding agent, provided
       certain conditions are met. With respect to the certification
       requirement for notes that are held by a foreign partnership, the
       Treasury regulations provide that unless the foreign partnership has
       entered into a withholding agreement with the IRS, the foreign
       partnership will be required, in addition to providing an
       intermediary Form W-8IMY, or suitable substitute or successor form,
       to attach an appropriate certification by each partner.

   Except to the extent that an applicable treaty otherwise provides, interest
received by a non-U.S. holder that is effectively connected with a U.S. trade
or business conducted by such holder will be taxed at the graduated rates
applicable to U.S. persons. Effectively connected interest received by a
corporate non-U.S. holder may also, under certain circumstances, be subject to
an additional "branch profits tax" at a 30% rate, or, if applicable, a lower
treaty rate. Even though such effectively connected interest will be subject
to federal income tax, and possibly subject to the branch profits tax, it will
not be subject to withholding if the non-U.S. holder delivers a properly
executed IRS Form 4224, or suitable substitute or successor form, such as a W-
8ECI or such other form as the IRS may prescribe, to us or our agent.

 Gain on Disposition

   A non-U.S. holder will generally not be subject to U.S. federal income tax
on gain realized on a sale, redemption or other disposition of a note unless:

  .  the gain is effectively connected with the conduct of a trade or
     business within the U.S. by the non-U.S. holder, or

  .  in the case of a non-U.S. holder who is a nonresident alien individual
     and holds the note as a capital asset, such holder is present in the
     U.S. for 183 or more days in the taxable year and certain other
     requirements are met.

   If a non-U.S. holder falls under the first clause in the preceding
paragraph, the holder will be taxed on the net gain derived from the sale
under the graduated U.S. federal income tax rates that are applicable to U.S.
persons and, if the non-U.S. holder is a foreign corporation, it may also be
subject to the branch profits tax described above. Even though the effectively
connected income will be subject to federal income tax, and possibly subject
to the branch profits tax, it will not be subject to withholding if the non-
U.S. holder delivers a properly executed IRS Form 4224, or a suitable
substitute or successor form, such as a Form W-8ECI, to us or our agent. If an
individual non-U.S. holder falls under the second clause in the preceding
paragraph, the holder generally will be subject to U.S. federal income tax at
a rate of 30% on the amount by which the gain derived from the sale from
sources within the U.S. were to exceed such holder's capital losses allocable
to sources within the U.S. for the taxable year of the sale.

 Federal Estate Taxes

   If interest on the notes is exempt from withholding of U.S. federal income
tax under the rules described above, the notes will not be included in the
estate of a deceased non-U.S. holder for U.S. federal estate tax purposes.

Backup Withholding and Information Reporting

   We will, when required, report to the IRS and to each non-U.S. holder the
amount of any interest paid on the notes in each calendar year, and the amount
of tax withheld, if any, with respect to the payments.

   Treasury Regulations provide that backup withholding and additional
information reporting will not apply to payments on the notes by us to a non-
U.S. holder if the holder certifies as to its status as a non-U.S. holder
under penalties of perjury or otherwise establishes an exemption, provided
that neither we nor our paying agent has actual knowledge that the holder is a
U.S. person or that the conditions of any other exemption are not, in fact,
satisfied.

                                      130



   The payment of the proceeds from the disposition of the notes to or through
the U.S. office of any broker, U.S. or foreign, will be subject to information
reporting and possible backup withholding at a rate of 31%, unless the owner
certifies as to its status as a non-U.S. holder under penalties of perjury or
otherwise establishes an exemption, provided that the broker does not have
actual knowledge that the holder is a U.S. person or that the conditions of any
other exemption are not, in fact, satisfied. The payment of the proceeds from
the disposition of a note to or through a non-U.S. office of a non-U.S. broker
that is not a U.S. related person will not be subject to information reporting
or backup withholding. In the case of the payment of proceeds from the
disposition of a note to or through a non-U.S. office of a broker that is
either a U.S. person or a U.S. related person, information reporting is
required on the payment unless the broker has documentary evidence in its files
that the owner is a non-U.S. holder and the broker has no actual knowledge to
the contrary. Backup withholding will not apply to payments made through
foreign offices of a broker that is a U.S. person or a U.S. related person,
absent actual knowledge that the payee is a U.S. person. For purposes of this
paragraph, a "U.S. related person" is:

  .  a "controlled foreign corporation" for U.S. federal income tax purposes,

  .  a foreign person 50% or more of whose gross income from all sources for
     the three-year period ending with the close of its taxable year
     preceding the payment, or for such part of the period that the broker
     has been in existence, is derived from activities that are effectively
     connected with the conduct of a U.S. trade or business, or

  .  with respect to payments made after December 31, 2000, a foreign
     partnership that, at any time during its taxable year, is 50% or more,
     by income or capital interest, owned by U.S. persons or is engaged in
     the conduct of a U.S. trade or business. Recently adopted Treasury
     Regulations provide certain presumptions under which a non-U.S. holder
     will be subject to backup withholding and information reporting unless
     the non-U.S. holder provides a certification as to its non-U.S. holder
     status.

   Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder will be allowed as a refund or a credit against such non-U.S.
holder's U.S. federal income tax liability provided that the requisite
procedures are followed.

   The Treasury Department recently promulgated final regulations regarding the
withholding and information reporting rules discussed above. In general, these
regulations do not significantly alter the substantive withholding and
information reporting requirements but rather unify current certification
procedures and forms and clarify reliance standards. In addition, these
regulations impose more stringent conditions on the ability of financial
intermediaries acting for a non-U.S. holder to provide certifications on behalf
of the holder, which may include entering into an agreement with IRS to audit
certain documentation with respect to such certifications. These regulations
are generally effective for payments made after December 31, 2000, subject to
certain transition rules. You should consult your own tax advisor to determine
the effects of the application of these regulations to your particular
circumstances.

   The U.S. federal tax discussion set forth above may not be applicable
depending upon your particular situation. You should consult your own tax
advisor with respect to the tax consequences of your ownership and disposition
of the notes, including the tax consequences under state, local, foreign and
other tax laws and the possible effects on you of changes in U.S. federal or
other tax laws.

                                      131


                              PLAN OF DISTRIBUTION

   Each broker-dealer that receives series B notes for its own account pursuant
to this exchange offer, sometimes referred to as a participating broker, must
acknowledge that it will deliver a prospectus in connection with any resale of
such series B notes. This prospectus, as it may be amended or supplemented from
time to time, may be used by a participating broker in connection with any
resale of series B notes received in exchanged for series A notes where such
series A notes were acquired as a result of market-making activities or other
trading activities. We have agreed that for a period of 180 days from the
expiration of this exchange offer, we will make this prospectus, as amended or
supplemented, available to any participating broker for use in connection with
any such resale. In addition, until         , 1999, 90 days from the date of
this prospectus, all broker-dealers effecting transactions in the notes may be
required to deliver a prospectus.

   We will not receive any proceeds from any sale of series B notes by broker-
dealers. Series B notes received by any participating broker may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the series B notes
or a combination of such methods of resale, at market prices prevailing at the
time of resale, at prices related to such prevailing market prices or
negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of
any such series B notes. Any participating broker that resells notes that were
received by it for its own account pursuant to this exchange offer and any
broker or dealer that participates in a distribution of series B notes may be
deemed to be an underwriter within the meaning of the Securities Act and any
profit on any such resale of series B notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver, and by delivering, a prospectus as
required, a participating broker will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act.

   For a period of 180 days from the expiration of this exchange offer, we will
send a reasonable number of additional copies of this prospectus and any
amendment or supplement to this prospectus to any participating broker that
requests such documents in the letter of transmittal. We will pay all the
expenses incident to this exchange offer, which shall not include the expenses
of any holder in connection with resales of series B notes. We have agreed to
indemnify holders of series B notes, including any participating broker,
against certain liabilities, including liabilities under the Securities Act.

                                 LEGAL MATTERS

   Gibson, Dunn & Crutcher LLP, Los Angeles, California will opine on the
validity of the series B notes for us.

                                    EXPERTS

   Our consolidated financial statements as of December 25, 1998 and March 27,
1998 and for the nine months ended December 25, 1998 and the years ended March
27, 1998 and March 28, 1997, and OHM's consolidated financial statements as of
December 31, 1997 and 1996 and for the three years ended December 31, 1997,
included in the registration statement of which this prospectus forms a part,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports included in the registration statement of which this prospectus
forms a part and are included in reliance upon their reports given upon their
authority as experts in accounting and auditing. The consolidated financial
statements of GTI for the year ended October 31, 1998, included in the
registration statement of which this prospectus forms a part, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
included in the registration statement of which this prospectus forms a part
and are included in reliance upon their report given upon their authority as
experts in accounting and auditing. EFM's statement of assets acquired and
liabilities assumed as

                                      132



of December 31, 1998, and the related statement of operating revenue and
expenses for the year ended December 31, 1998, included in the registration
statement of which this prospectus forms a part, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report included in the registration statement of which this prospectus forms a
part, and are included in reliance upon their report given upon their authority
as experts in accounting and auditing. The financial statements of Roche for
the three years ended December 31, 1998, included in the registration statement
of which this prospectus forms a part, have been audited by Mallette Maheu
General Partnership Chartered Accountants associated with Arthur Andersen,
independent public accountants, as set forth in their report included in the
registration statement of which this prospectus forms a part, and are included
in reliance upon their report given upon their authority as experts in
accounting and auditing. The consolidated financial statements of EMCON for the
three years ended December 31, 1998, incorporated by reference in the
registration statement of which this prospectus forms a part, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
included in EMCON's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 and are included in reliance upon their report given upon
their authority as experts in accounting and auditing.

                             AVAILABLE INFORMATION

   We are subject to the informational requirements of the Securities Exchange
Act, and in accordance therewith we file reports, proxy and information
statements and other information with the Commission. You can inspect and copy
these reports, proxy and information statements and other information at:

     . the public reference facilities maintained by the Commission at 450
  Fifth Street, N.W., Washington, DC 20549, and

     . the regional offices of the Commission located at:

      . 500 West Madison Street, Room 1400, Chicago, Illinois 60606, and

      . 7 World Trade Center, 13th Floor, New York, New York 10048.

   You also can obtain copies of these materials from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, DC 20549 at
prescribed rates. You can obtain electronic filings made through the Electronic
Data Gathering, Analysis and Retrieval System at the Commission's web site,
http://www.sec.gov.

   In addition, you can inspect material filed by us at the offices of the
NYSE, 20 Broad Street, New York, New York, 10005, and the PE, 301 Pine Street,
San Francisco, California, 94104, on which shares of our common stock are
listed.

                                      133


                           INCORPORATION BY REFERENCE

   We are incorporating by reference in this prospectus the information we file
with the Commission, which means that we are disclosing important information
to you by referring you to those documents. The information that we file later
with the Commission will be deemed to automatically update and supersede this
information.

   Specifically, we incorporate by reference the following documents:

     . our Transition Report on Form 10-K for the nine months ended December
  25, 1998;

     . our Quarterly Report on Form 10-Q for the quarter ended March 26,
  1999;

     . our Proxy Statement for our Annual Meeting of Stockholders held June
  9, 1999;

     . our Current Reports on Form 8-K filed January 22, 1999, March 12,
  1999, March 23, 1999, May 20, 1999, May 28, 1999 and June 18, 1999; and

     . any future filings made with the Commission under Sections 13(a),
  13(c), 14 or 15(d) of the Securities Exchange Act until we sell all of the
  notes.

   We also incorporate by reference the consolidated financial statements of
EMCON included in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1998. You may request a copy of these filings at no cost, by
writing or telephoning us at the following address:

   The IT Group, Inc.
   2790 Mosside Boulevard
   Monroeville, PA 15146-2792
   Attn: Vice President, Finance
   (412) 372-7701

                                      134


                               THE IT GROUP, INC.

                         INDEX TO FINANCIAL STATEMENTS



                                                                           Page
                                                                           ----
                                                                        
The IT Group, Inc.
 Report of Independent Auditors...........................................  F-2
 Consolidated Balance Sheets as of December 25, 1998 and March 27, 1998...  F-3
 Consolidated Statements of Operations for the nine months ended December
  25, 1998 and the years ended March 27, 1998 and March 28, 1997..........  F-4
 Consolidated Statements of Stockholders' Equity for the nine months ended
  December 25, 1998 and the years ended March 27, 1998 and March 28,
  1997....................................................................  F-5
 Consolidated Statements of Cash Flows for the nine months ended December
  25, 1998 and the years ended March 27, 1998 and March 28, 1997..........  F-6
 Notes to Consolidated Financial Statements...............................  F-7
OHM Corporation
 Report of Independent Auditors........................................... F-35
 Consolidated Balance Sheets as of December 31, 1997 and 1996............. F-36
 Consolidated Statements of Operations for the three years ended December
  31, 1997................................................................ F-37
 Consolidated Statements of Shareholders' Equity for the three years ended
  December 31, 1997....................................................... F-38
 Consolidated Statements of Cash Flows for the three years ended December
  31, 1997................................................................ F-39
 Notes to Consolidated Financial Statements............................... F-40
Fluor Daniel GTI, Inc.
 Report of Independent Auditors........................................... F-62
 Consolidated Statements of Operations for the year ended October 31,
  1998.................................................................... F-63
 Consolidated Statements of Cash Flows for the year ended October 31,
  1998.................................................................... F-64
 Notes to Consolidated Financial Statements............................... F-65
EFM
 Report of Independent Accountants........................................ F-70
 Statement of Assets Acquired and Liabilities Assumed as of December 31,
  1998.................................................................... F-71
 Statement of Operating Revenue and Expenses for the year ended December
  31, 1998................................................................ F-72
 Notes to Statements...................................................... F-73
Roche ltee, Groupe conseil
 Auditors' Report......................................................... F-77
 Consolidated Balance Sheets as of December 31, 1998 and 1997............. F-78
 Consolidated Statements of Operations for the three years ended December
  31, 1998................................................................ F-79
 Consolidated Statements of Stockholders' Equity for the three years ended
  December 31, 1998....................................................... F-80
 Consolidated Statements of Cash Flows for the three years ended December
  31, 1998................................................................ F-81
 Notes to Consolidated Financial Statements............................... F-82


                                      F-1


                REPORT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS

The Board of Directors
The IT Group, Inc.

   We have audited the accompanying consolidated balance sheets of The IT
Group, Inc. as of December 25, 1998 and March 27, 1998 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the nine months ended December 25, 1998 and for each of the two years in the
period ended March 27, 1998. Our audits also included the financial statement
schedule listed in the index at Item 8. These consolidated financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of The IT Group, Inc. at December 25, 1998 and March 27, 1998 and the
consolidated results of its operations and its cash flows for the nine months
ended December 25, 1998 and each of the two years in the period ended March 27,
1998 in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

                                             ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
February 15, 1999, except for the
subsequent event footnote as to
which the date is March 8, 1999

                                      F-2


                               THE IT GROUP, INC.

                          CONSOLIDATED BALANCE SHEETS



                                                        December 25, March 27,
                                                            1998       1998
                                                        ------------ ---------
                                                            (In thousands)
                         ASSETS
                                                               
Current assets:
 Cash and cash equivalents.............................  $  21,265   $  24,765
 Accounts receivable, less allowance for doubtful
  accounts of $18,958,000 and $19,026,000,
  respectively.........................................    338,589     210,630
 Prepaid expenses and other current assets.............     17,308      25,523
 Deferred income taxes.................................     15,919      12,750
                                                         ---------   ---------
   Total current assets................................    393,081     273,668
Property, plant and equipment, at cost:
 Land and land improvements............................      2,166         846
 Buildings and leasehold improvements..................     15,072      18,222
 Machinery and equipment...............................     81,763     159,433
                                                         ---------   ---------
                                                            99,001     178,501
   Less accumulated depreciation and amortization......     51,331     102,480
                                                         ---------   ---------
     Net property, plant and equipment.................     47,670      76,021
Cost in excess of net assets of acquired businesses....    356,619     211,878
Investment in Quanterra................................         --      16,300
Other assets...........................................     17,469      17,557
Deferred income taxes..................................     93,719      73,745
Long-term assets of discontinued operations............     40,048      40,048
                                                         ---------   ---------
   Total assets........................................  $ 948,606   $ 709,217
                                                         =========   =========
         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable......................................  $ 150,912   $  82,597
 Accrued wages and related liabilities.................     44,929      38,395
 Billings in excess of revenues........................      8,219       3,723
 Other accrued liabilities.............................     43,254      42,091
 Short-term debt, including current portion of long-
  term debt............................................     17,603      16,738
 Net current liabilities of discontinued operations....      7,904      15,200
                                                         ---------   ---------
   Total current liabilities...........................    272,821     198,744
Long-term debt.........................................    364,824     240,147
8% convertible subordinated debentures.................     40,235      44,550
Long-term accrued liabilities of discontinued
 operations, net.......................................         --       3,773
Other long-term accrued liabilities....................     31,979      23,755
Minority interest......................................        579      50,098
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $100 par value; 180,000 shares
  authorized...........................................
   7% cumulative convertible exchangeable, 20,556
    issued and outstanding, 24,000 shares authorized...      2,056       2,056
   6% cumulative convertible participating, 46,095 and
    45,271 shares issued and outstanding ..............      4,609       4,451
 Common stock, $.01 par value; 50,000,000 shares
  authorized; 22,675,917 and 9,737,589 shares issued,
  respectively.........................................        227          97
 Treasury stock at cost, 47,484 and 8,078 shares,
  respectively.........................................        (74)        (74)
 Additional paid-in capital............................    348,794     246,681
 Deficit...............................................   (116,984)   (104,893)
 Accumulated other comprehensive income (deficit)......       (460)       (168)
                                                         ---------   ---------
     Total stockholders' equity........................    238,168     148,150
                                                         ---------   ---------
 Total liabilities and stockholders' equity............  $ 948,606   $ 709,217
                                                         =========   =========


    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-3


                               THE IT GROUP, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)



                                                          Twelve Months Ended
                                        Nine Months Ended --------------------
                                          December 25,    March 27,  March 28,
                                              1998          1998       1997
                                        ----------------- ---------  ---------
                                                            
Revenues...............................     $757,435      $442,216   $362,131
Cost and expenses:
  Cost of revenues.....................      666,474       391,126    323,993
  Selling, general and administrative
   expenses............................       41,828        31,774     33,431
  Special charges......................       24,971        14,248      8,403
                                            --------      --------   --------
Operating income (loss)................       24,162         5,068     (3,696)
Other income, net......................           --           716         --
Interest, net..........................      (24,895)       (7,969)    (5,260)
                                            --------      --------   --------
Loss from continuing operations before
 income taxes..........................         (733)       (2,185)    (8,956)
(Provision) benefit for income taxes...       (6,694)       (4,175)       179
                                            --------      --------   --------
Loss from continuing operations........       (7,427)       (6,360)    (8,777)
Discontinued operations--closure costs
 (net of $3,040 income tax benefit)....           --        (4,960)        --
                                            --------      --------   --------
Loss before extraordinary item.........       (7,427)      (11,320)    (8,777)
Extraordinary item--early
 extinguishment of debt (net of $3,497
 income tax benefit)...................           --        (5,706)        --
Net loss...............................       (7,427)      (17,026)    (8,777)
Less preferred stock dividends.........       (4,664)       (6,167)    (4,916)
                                            --------      --------   --------
Net loss applicable to common stock....     $(12,091)     $(23,193)  $(13,693)
                                            ========      ========   ========
Net loss per share basic and diluted:
  Continuing operations (net of
   preferred stock dividends)..........     $  (0.63)     $  (1.28)  $  (1.48)
  Discontinued operations--closure
   costs...............................           --         (0.51)        --
  Extraordinary item--early
   extinguishment of debt..............           --         (0.59)        --
                                            --------      --------   --------
                                            $  (0.63)     $  (2.38)  $  (1.48)
                                            ========      ========   ========




    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-4


                               THE IT GROUP, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  For nine months ended December 25, 1998 and
                         two years ended March 27, 1998
                                 (In thousands)



                               7%           6%
                           cumulative   cumulative                                          Accumulated
                          convertible   convertible                                            Other
                          exchangeable participating                 Additional            Comprehensive
                           preferred     preferred   Common Treasury  paid-in                 Income
                             stock         stock     stock   stock    capital    Deficit     (Deficit)    Totals
                          ------------ ------------- ------ -------- ---------- ---------  ------------- --------
                                                                                 
Balance at March 29,
 1996...................     $2,400       $   --      $ 91    $(84)   $206,465  $ (68,007)     $  --     $140,865
 Comprehensive income:
  Net loss..............         --           --        --      --          --     (8,777)        --       (8,777)
  Foreign currency
   translation
   adjustments net of
   tax..................         --           --        --      --          --         --        (17)         (17)
                                                                                                         --------
 Comprehensive loss.....                                                                                   (8,794)
                                                                                                         --------
 Net proceeds from
  preferred stock and
  warrants issued to
  Carlyle...............         --        4,117        --      --      36,492         --         --       40,609
 Conversion of preferred
  stock.................       (344)          --         7      --         337         --         --           --
 Restricted stock
  awards, net...........         --           --        (1)     10         214         --         --          223
 Dividends on preferred
  stock.................         --           87        --      --         779     (4,916)        --       (4,050)
                             ------       ------      ----    ----    --------  ---------      -----     --------
Balance at March 28,
 1997...................      2,056        4,204        97     (74)    244,287    (81,700)       (17)     168,853
 Comprehensive income:
  Net loss..............         --           --        --      --          --    (17,026)        --      (17,026)
  Foreign currency
   translation
   adjustments net of
   tax..................         --           --        --      --          --         --       (151)        (151)
                                                                                                         --------
 Comprehensive loss.....                                                                                  (17,177)
                                                                                                         --------
 Restricted stock.......         --           --        --      --         223         --         --          223
 Dividends on preferred
  stock.................         --          247        --      --       2,232     (6,167)        --       (3,688)
 Stock options
  exercised.............         --           --        --      --         (61)        --         --          (61)
                             ------       ------      ----    ----    --------  ---------      -----     --------
Balance at March 27,
 1998...................      2,056        4,451        97     (74)    246,681   (104,893)      (168)     148,150
 Comprehensive income:
  Net loss..............         --           --        --      --          --     (7,427)        --       (7,427)
  Foreign currency
   translation
   adjustments net of
   tax..................         --           --        --      --          --         --       (292)        (292)
                                                                                                         --------
 Comprehensive loss.....                                                                                   (7,719)
                                                                                                         --------
 Restricted stock.......         --           --        --      --          38         --         --           38
 Dividends on preferred
  stock.................         --          158        --      --       1,421     (4,664)        --       (3,085)
 IT shares issued in
  exchange for OHM
  stock, net of stock
  issue costs...........         --           --       130      --     100,654         --         --      100,784
                             ------       ------      ----    ----    --------  ---------      -----     --------
Balance at December 25,
 1998...................     $2,056       $4,609      $227    $(74)   $348,794  $(116,984)     $(460)    $238,168
                             ======       ======      ====    ====    ========  =========      =====     ========


    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-5


                               THE IT GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                            Twelve Months Ended
                                          Nine Months Ended --------------------
                                            December 25,    March 27,  March 28,
                                                1998          1998       1997
                                          ----------------- ---------  ---------
                                                              
Cash flows from operating activities:
  Net loss..............................      $  (7,427)    $ (17,026) $ (8,777)
    Adjustments to reconcile net loss to
     net cash provided by (used for)
     operating activities:
      Net loss from discontinued
       operations.......................             --         4,960        --
      Extraordinary charge for early
       retirement of debt...............             --         3,640        --
      Depreciation and amortization.....         20,094        13,158    14,363
      Non-recurring special charges.....         24,971         5,743        --
      Deferred income taxes.............          6,187           678       370
      Other.............................             13          (980)      (45)
  Changes in assets and liabilities, net
   of effects from acquisitions and
   dispositions of businesses:
    (Increase) decrease in receivables..        (88,612)          386    25,422
    (Increase) decrease in prepaid
     expenses and other current assets..           (364)         (717)      601
    Increase (decrease) in accounts
     payable............................         65,359        (7,687)      905
    (Decrease) increase in accrued wages
     and related liabilities............        (14,825)       (4,471)    2,473
    Increase (decrease) in billings in
     excess of revenues.................          4,496        (4,634)    5,183
    (Decrease) increase in other accrued
     liabilities........................        (30,190)        1,591    (2,111)
    (Decrease) increase in other long-
     term accrued liabilities...........         (3,126)          733       452
    Decrease in liabilities of
     discontinued operations............        (11,069)      (14,914)  (14,041)
                                              ---------     ---------  --------
    Net cash (used for) provided by
     operating activities...............        (34,493)      (19,540)   24,795
Cash flows from investing activities:
  Capital expenditures..................         (6,860)       (4,766)   (3,361)
  Investment in Quanterra...............             --            --    (3,325)
  Proceeds from sale of equity interest
   in Quanterra.........................          5,750            --        --
  Proceeds from disposition of business              --         2,800        --
  Acquisition of businesses, net of cash
   acquired.............................        (81,332)     (163,189)   (1,455)
  Other, net............................          1,003        (4,896)      700
                                              ---------     ---------  --------
  Net cash used by investing
   activities...........................        (81,439)     (170,051)   (7,441)
Cash flows from financing activities:
  Financing costs.......................         (6,179)       (4,113)       --
  Repayments of long-term borrowings....       (409,690)      (68,666)     (438)
  Long-term borrowings..................        531,015       210,940       962
  Net proceeds from issuance of
   preferred stock                                   --            --    40,609
  Dividends paid on preferred stock.....         (2,714)       (2,702)   (4,050)
  Issuances of common stock, net........             --            --       (33)
                                              ---------     ---------  --------
  Net cash provided by financing
   activities...........................        112,432       135,459    37,050
                                              ---------     ---------  --------
Net (decrease) increase in cash and cash
 equivalents............................         (3,500)      (54,132)   54,404
Cash and cash equivalents at beginning
 of period..............................         24,765        78,897    24,493
                                              ---------     ---------  --------
Cash and cash equivalents at end of
 period.................................      $  21,265     $  24,765  $ 78,897
                                              =========     =========  ========


    The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-6


                               THE IT GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Summary of significant accounting policies:

 Basis of presentation and principles of consolidation

   The consolidated financial statements include The IT Group, Inc. (formerly
International Technology Corporation) (IT or the Company) and its wholly-owned
and majority-owned subsidiaries. The Company uses the equity method to account
for certain joint ventures in which the Company does not have in excess of 50%
of voting control. Intercompany transactions are eliminated.

   On June 9, 1998, the Board of Directors of IT approved a change in IT's
fiscal year end from the last Friday in March of each year to the last Friday
of December of each year. The report covering the transition period is IT's
Annual Report on Form 10-K for the nine months ended December 25, 1998.

 Estimates used in the preparation of the consolidated financial statements

   The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and the accompanying notes. Actual results inevitably will differ from those
estimates and such differences may be material to the consolidated financial
statements.

 Recent Accounting Pronouncements

   In June of 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This statement will be required to be adopted as of the first
fiscal quarter of the year 2000. The Company intends to adopt FASB No. 133 by
the effective date although earlier adoption is permitted. The statement
requires the swap agreements, used by the Company to manage the interest rate
risks associated with the variable nature of the Company's Credit Facilities,
to be recorded at fair market value and reflected in earnings. The Company has
evaluated its existing interest rate contracts and management does not believe
that the effect of market volatility on interest rates will have a material
effect on earnings for the existing contracts including anticipated
modifications.

                                      F-7


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Transition Period

   The Company elected to change its fiscal year-end from the last Friday in
March to the last Friday in December effective for the nine months ended
December 25, 1998. Comparative information for the nine months ended December
25, 1998, December 26, 1997 and December 27, 1996 is as follows:



                                                  Nine Months Ended
                                        --------------------------------------
                                        December 25, December 26, December 27,
                                            1998         1997         1996
                                        ------------ ------------ ------------
                                                     (unaudited)  (unaudited)
                                        (In thousands, except per share data)
                                                         
Revenues...............................   $757,435     $306,178     $266,419
Cost of revenues.......................    666,474      271,572      239,778
                                          --------     --------     --------
Gross profit...........................     90,961       34,606       26,641
Selling, general and administrative
 expense...............................     41,828       21,182       25,339
Special charges........................     24,971        8,554        8,403
                                          --------     --------     --------
Operating income (loss)................     24,162        4,870       (7,101)
Interest, net..........................    (24,895)      (3,386)      (4,105)
                                          --------     --------     --------
Income (loss) from continuing
 operations............................       (733)       1,484      (11,206)
(Provision) benefit for income taxes...     (6,694)      (4,316)       1,146
                                          --------     --------     --------
Net loss...............................     (7,427)      (2,832)     (10,060)
                                          --------     --------     --------
Less preferred stock dividends.........     (4,664)      (4,609)      (3,395)
                                          --------     --------     --------
Net loss applicable to common stock....   $(12,091)    $ (7,441)    $(13,455)
                                          ========     ========     ========
Basic and diluted loss per common
 share.................................   $  (0.63)    $  (0.76)    $  (1.48)
                                          ========     ========     ========


 Cash equivalents

   Cash equivalents include highly liquid investments with an original maturity
of three months or less.

 Contract accounting and accounts receivable

   The Company primarily derives its revenues from providing environmental
management services in the United States, principally to federal, state and
local governmental entities, large industrial companies, utilities and waste
generators. Services are performed under time-and-material, cost-reimbursement,
fixed-price and unit-bid contracts. The Company's contracts are generally
completed within 2 years.

   Revenues from time-and-material and cost-reimbursement contracts are
recognized as costs are incurred. Estimated fees on such contracts and revenues
on fixed-price and certain unit-bid contracts are recognized under the
percentage-of-completion method determined based on the ratio of costs incurred
to estimated total costs. Anticipated losses on contracts are recorded as
identified. Certain contracts include provisions for revenue adjustments to
reflect scope changes and other matters, including claims, which require
negotiations with clients to settle the amounts in the ordinary course of
business, leading to some estimates of claim or scope change amounts being
included in revenues. When such amounts are finalized, any changes from the
estimates are reflected in earnings.

   Included in accounts receivable, net at December 25, 1998 are billed
receivables, unbilled receivables and retention in the amounts of $269.0
million, $60.6 million and $9.0 million, respectively. Billed receivables,
unbilled receivables and retention from the U.S. Government as of December 25,
1998 were $145.6 million,

                                      F-8


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

$37.5 million and $2.2 million, respectively. At March 27, 1998, billed
receivables, unbilled receivables and retention were $172.7 million, $27.0
million and $10.9 million, respectively. Billed receivables, unbilled
receivables and retention from the U.S. Government as of March 27, 1998 were
$93.1 million, $9.9 million and $2.2 million, respectively.

   Unbilled receivables typically represent amounts earned under the Company's
contracts but not yet billable according to the contract terms, which usually
consider the passage of time, achievement of certain milestones, negotiation of
change orders or completion of the project. Generally, unbilled receivables are
expected to be billed and collected in the subsequent year. Billings in excess
of revenues represent amounts billed in accordance with contract terms, which
are in excess of the amounts includable in revenue.

   Included in accounts receivable at December 25, 1998 is approximately $31.6
million associated with claims and unapproved change orders, which are believed
by management to be probable of realization. Most of these claims and change
orders are being negotiated or are in arbitration and should be settled within
one year. This amount includes contract claims in litigation (see Notes to
Consolidated Financial Statements--Contingencies). While management believes no
material loss will be incurred related to these claims and change orders, the
actual amounts realized could be materially different than the amount recorded.

   The Company performs periodic evaluations of its clients' financial
condition and generally does not require collateral. At December 25, 1998,
accounts receivable are primarily concentrated in federal, state and local
governmental entities and in commercial clients in which the Company does not
believe there is any undue credit risk.

 Property, plant and equipment

   The cost of property, plant and equipment is depreciated using primarily the
straight-line method over the following useful lives of the individual assets:
buildings--20 to 30 years, land improvements--3 to 20 years, and machinery and
equipment--3 to 10 years including salvage value. Amortization of leasehold
improvements is provided using the straight-line method over the term of the
respective lease.

 Interest

   Interest incurred was $25.9 million, $10.7 million and $7.2 million for the
nine months ended December 25, 1998, the twelve months ended March 27, 1998 and
the twelve months ended March 28, 1997, respectively.

   Interest income is principally earned on the Company's investments in cash
equivalents and was $1.0 million, $2.8 million and $1.9 million for the nine
months ended December 25, 1998, the twelve months ended March 27, 1998 and the
twelve months ended March 28, 1997, respectively.

 Intangible assets

   Cost in excess of net assets of acquired businesses is amortized over 20 to
40 years on a straight-line basis. Accumulated amortization was $16.6 million
at December 25, 1998 and $9.6 million at March 27, 1998. On an ongoing basis,
when there are indicators of impairment such as recurring losses, the Company
evaluates the carrying value of intangibles resulting from business
acquisitions. If such indicators are apparent, the Company compares the
carrying value of the intangibles to the estimated future undiscounted cash
flows expected to be generated from the businesses acquired over the remaining
life of goodwill. If the undiscounted cash flows are less than the carrying
value of the intangibles, the cash flows will be discounted to present value
and the intangibles will be reduced to this amount. There has been no
impairment for the nine months ended December 25, 1998, the twelve months ended
March 27, 1998 and the twelve months ended March 28, 1997. Other intangibles
arising principally from acquisitions are amortized on a straight-line basis
over the periods not exceeding 20 years.

                                      F-9


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Stock-based compensation

   The Company grants stock options for a fixed number of shares to employees
and members of the Board of Directors with an exercise price equal to the fair
value of the shares at the date of grant. The Company accounts for its stock
grants in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," ("APB No. 25") and the related interpretations. The pro forma
information regarding net income and earnings per share as required by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (SFAS No. 123) is disclosed in the note Stock incentive
plans: Compensation cost.

 Changes in Presentation of Comparative Financial Statements

   Certain amounts in the March 27, 1998 financial statements were reclassified
to conform with the presentation in the current period.

 Risks and uncertainties

   The Company provides a broad range of environmental and hazardous waste
remediation services to its clients located primarily in the United States. The
assessment, remediation, analysis, handling and management of hazardous
substances necessarily involve significant risks, including the possibility of
damages or injuries caused by the escape of hazardous materials into the
environment, and the possibility of fines, penalties or other regulatory
action. These risks include potentially large civil and criminal liabilities
for violations of environmental laws and regulations, and liability to clients
and to third parties for damages arising from performing services for clients,
which could have a material adverse effect on the consolidated financial
condition, liquidity and results of operations of the Company. Although the
Company believes that it generally benefits from increased environmental
regulations and from enforcement of those regulations, increased regulation and
enforcement also create significant risks for the Company.

   The Company does not believe there are currently any material environmental
liabilities related to continuing operations not already recorded or disclosed
in its financial statements. The Company anticipates that its compliance with
various laws and regulations relating to the protection of the environment will
not have a material effect on its capital expenditures, future earnings or
competitive position.

   The Company's revenue from governmental agencies accounted for 74%, 63% and
67% of revenue for the nine months ended December 25, 1998, the twelve months
ended March 27, 1998 and the twelve months ended March 28, 1997, respectively.
Because of its dependence on government contracts, the Company also faces the
risks associated with such contracting, which could include civil and criminal
fines and penalties. As a result of its government contracting business, the
Company has been, is and may in the future be subject to audits and
investigations by government agencies. The fines and penalties which could
result from noncompliance with the Company's government contracts or
appropriate standards and regulations, or the Company's suspension or debarment
from future government contracting, could have a material adverse effect on the
consolidated financial condition, liquidity and results of operations of the
Company. The dependence on government contracts will also continue to subject
the Company to significant financial risk and an uncertain business environment
caused by any federal budget reductions.

   In addition to the above, there are other risks and uncertainties that
involve the use of estimates in the preparation of the Company's consolidated
financial statements. (See Business Acquisitions and Commitments and
contingencies.)

                                      F-10


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Fair value of financial instruments (continuing operations)

   The following methods and assumptions were used by the Company in estimating
the fair value of its financial instruments:

   Cash and cash equivalents: The carrying amount reported in the balance sheet
approximates its fair value.

   Long and short-term debt: The fair value of the 8% convertible subordinated
debentures was based on a quoted market price at December 25, 1998. The
carrying amount of the credit agreement and other debt approximates its fair
value.

   The carrying amounts and estimated fair values of the Company's financial
instruments are:



                                         December 25, 1998    March 27, 1998
                                        ------------------- -------------------
                                        Carrying Estimated  Carrying Estimated
                                         amount  fair value  amount  fair value
                                        -------- ---------- -------- ----------
                                                    (In thousands)
                                                         
Cash and cash equivalents.............. $ 21,265  $ 21,265  $ 24,765  $ 24,765
Long and short-term debt:
  Credit agreement debt:
    Revolver borrowings outstanding--
     pre-OHM merger....................       --        --    33,200    33,200
    Revolver borrowings outstanding....  143,000   143,000   126,293   126,293
    Term Loan..........................  225,750   225,750    80,000    80,000
  8% Convertible Subordinated
   Debentures--Due October 1, 2006.....   44,548    40,650    46,753    45,643
  Other................................    9,364     9,364    15,189    15,189


Business Acquisitions:

 Fluor Daniel GTI, Inc.

   On December 3, 1998, the Company acquired the outstanding common stock of
Fluor Daniel GTI, Inc. (GTI), an environmental consulting, engineering and
construction management services company. GTI operates mainly throughout the
United States with minor foreign operations. Total consideration amounted to
$69.4 million plus approximately $2.0 million in transaction costs. This
transaction was accounted for as a purchase in accordance with Accounting
Principles Board (APB) No. 16. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed in the merger of $16.3 million
is primarily classified as cost in excess of net assets of acquired businesses
and is being amortized over forty years.

   The estimated fair value of the assets acquired and liabilities assumed of
GTI are as follows:



Description                                                          Amount
- -----------                                                      --------------
                                                                 (In thousands)
                                                              
Current assets.................................................     $91,644
Property and equipment.........................................       3,587
Intangibles, primarily cost in excess of net assets of acquired
 businesses....................................................      16,324
Other long term assets.........................................       5,972
Current liabilities............................................      46,130


                                      F-11


                              THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   As a result of the merger with GTI, the Company has adopted a plan and
commenced the process of reducing over 300 personnel in the corporate,
selling, general and administrative areas, business development and proposal
preparation, and from the elimination of a regional operating structure, which
resulted in the combination or closure of fifteen existing facilities. The
acquired balance sheet includes transition accruals of $3.5 million in
severance costs and $4.4 million in office closure and lease termination
costs. As of December 25, 1998, the Company paid $0.6 million and $0.3 million
in severance and office closure and lease termination costs, respectively. The
balance of severance costs is anticipated to be paid within nine months and
the balance relating to office lease costs will be paid over the next four
years. There has been no adjustment to the transition accruals from the
acquisition date and there are no known significant unresolved liabilities
anticipated by the Company in the transition plan.

   The purchase price allocation is preliminary and based upon information
currently available. Management is continuing to gather and evaluate
information regarding the valuation of assets and liabilities at the date of
the acquisition. Management does not anticipate material changes to the
preliminary allocation.

 OHM Acquisition

   In January 1998, the Company entered into a merger agreement to acquire OHM
Corporation (OHM), an environmental and hazardous waste remediation company
servicing primarily industrial, federal government and local government
agencies located primarily in the United States. The transaction was effected
through a two-step process for a total purchase price of $303.4 million
consisting of (a) the acquisition of 54% of the total outstanding shares
through a cash tender offer, which was consummated on February 25, 1998, at
$11.50 per share for 13.9 million shares of OHM common stock, for a total
consideration of $160.2 million plus $4.6 million in acquisition costs and (b)
the acquisition on June 11, 1998 of the remaining 46% of the total outstanding
shares through the exchange of 12.9 million shares of Company common stock
valued at $8.04 per share, or $103.8 million and payment of $30.8 million plus
$4.0 million in acquisition costs.

   This transaction was accounted for as a step acquisition and therefore the
effects of the first phase of the merger were included in the March 27, 1998
financial statements and the effects of both phases were included in the June
26, 1998 financial statements. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed in the merger of $328.5
million has been finalized during the nine months ended December 25, 1998 and
is classified as cost in excess of net assets of acquired businesses with
amortization over forty years.

   The estimated fair value of the assets acquired and liabilities assumed of
OHM as adjusted are as follows:



Description                                                           Amount
- -----------                                                       --------------
                                                                  (In thousands)
                                                               
Current assets...................................................    $117,309
Property and equipment...........................................      19,324
Cost in excess of net assets of acquired businesses..............     328,495
Other long term assets...........................................      72,666
Current liabilities..............................................     126,385
Long term liabilities, primarily debt............................     107,924


   As a result of the merger with OHM, the Company has adopted a plan and
commenced the process of reducing over 500 personnel in the corporate,
selling, general and administrative areas, business development and proposal
preparation, and from the elimination of a regional operating structure, which
resulted in the combination or closure of fourteen existing facilities. The
acquired balance sheet included an estimated accrual of $10.5 million in
severance and office closure and lease termination costs. As management
continued to

                                     F-12


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

gather and evaluate information regarding the plan, the accrual was adjusted to
$13.9 million (including $5.9 million for severance and $8.0 million for office
closure and lease termination costs), which increased costs in excess of net
assets of acquired businesses by $3.4 million since the date of the acquired
balance sheet. As of December 25, 1998, the Company paid $3.3 million in
severance costs and $4 million in office closure and lease termination costs.
The balance of severance costs is anticipated to be paid within next year and
the balance relating to office lease costs will be paid over the next seven
years. There are no known significant unresolved liabilities anticipated by the
Company in the transition plan.

 Pro Forma Effects of Acquisitions

   The following unaudited pro forma condensed statements of operations gives
effect to the GTI acquisition as if the acquisition occurred on March 28, 1997
and the effect of the OHM merger as if this merger occurred on March 29, 1996.
Basic and diluted loss per share has been calculated utilizing the basic and
diluted weighted average of IT shares outstanding during the periods adjusted
for approximately 12.9 million shares of common stock issued June 11, 1998 for
the OHM acquisition assuming the 12.9 million shares were outstanding as of the
beginning of the periods presented.



                                                      Twelve Months Ended
                               Nine months ended -----------------------------
                               December 25, 1998 March 27, 1998 March 28, 1997
                                   Pro Forma       Pro Forma      Pro Forma
                               ----------------- -------------- --------------
                                    (In thousands, except per share data)
                                                       
Revenues......................     $897,284        $1,119,115      $984,945
Loss from continuing
 operations before
 extraordinary item...........       (3,680)          (53,074)      (12,280)
Net loss......................       (9,771)          (48,602)      (12,280)
Net loss applicable to common
 stock........................      (14,435)          (54,769)      (17,196)
Loss per share:
  Basic and diluted...........        (0.64)            (2.42)        (0.78)


   The above amounts are based upon certain assumptions and estimates which the
Company believes are reasonable. The pro forma results do not reflect
anticipated cost savings and do not necessarily represent results which would
have occurred if the GTI and OHM mergers had taken place at the date and on the
basis assumed above.

 Other Acquisitions

   The Company acquired certain other businesses during the twelve months ended
March 27, 1998 and the twelve months ended March 28, 1997 for aggregate
consideration of $12.3 million and $1.5 million, respectively. These
acquisition agreements include potential contingent payments. The Company paid
$1.3 million in cash under two of these agreements through December 25, 1998.
Potential future contingent payments relating to these acquisitions as of
December 25, 1998 range from a low of $1.9 million to a maximum of
approximately $9.1 million. The Company paid $1.9 million in January 1999. In
accordance with Accounting Principles Board Opinion No. 16--Business
Combinations, these acquisitions were accounted for using the purchase method
and in the aggregate were not material to require disclosure of pro forma
financial information. In addition, in connection with the acquisition of OHM,
the Company assumed the potential future earnout payments relating to Beneco, a
company acquired by OHM in June 1997, which range from a low of zero to a
maximum of $10.0 million. See Subsequent Events also for acquisitions after
December 25, 1998.

                                      F-13


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Consolidated statements of cash flows supplemental disclosures:

   Supplemental cash flow information is:



                                                           Twelve Months Ended
                                         Nine Months Ended -------------------
                                           December 25,    March 27, March 28,
                                               1998          1998      1997
                                         ----------------- --------- ---------
                                                    (In thousands)
                                                            
Interest paid, net of amounts
 capitalized............................     $ 24,634      $ 11,060   $6,713
Interest received.......................        1,008         2,652    1,730
Income taxes paid.......................          335           770      287
Income tax refunds received.............           --             3    1,178
Acquisition liabilities assumed.........       66,050       218,440    6,346
Stock issued in connection with
 acquisitions...........................      103,810            --       --


Special Charges:

   Asset Sales. On May 27, 1998, the Company's Board of Directors considered
and approved the divestiture of certain non-core assets. The non-core assets
primarily include the Company's 19% common stock ownership interest in
Quanterra, Inc., (an environmental laboratory business) and the assets
associated with the Company's Hybrid Thermal Treatment System (HTTS(R))
business (thermal transportable incineration equipment). As a result of these
actions, the Company recorded a non-cash charge of $25.0 million in the three
months ending June 26, 1998 including $10.6 million (net of cash proceeds of
$5.8 million) related to the sale of the Quanterra investment and $14.4
million, primarily related to assets associated with the HTTS(R) business.

   Special charges of $14.2 million were recorded in the twelve months ended
March 27, 1998. The charges include $5.7 million for integration costs
associated with the acquisition of OHM, a $3.9 million non-cash charge related
to a project claim settlement, a $2.8 million charge associated with the
relocation of the Company's corporate headquarters, and a $1.8 million loss
from the sale of a small remediation services business.

   OHM. The $5.7 million special charge for integration costs associated with
the acquisition of OHM included $2.2 million of costs for severance and $3.5
million of costs and other related items for closing and consolidating the
Company's offices with OHM offices. As part of the plan of integration, the
Company identified slightly more than 100 IT employees, primarily in the
operating group and administrative support functions, to be laid-off. In
addition, the Company approved a plan for restructuring IT offices in which it
would close three leased facilities, reduce the size of three more facilities
and sublease a portion of eight additional facilities. As of December 25, 1998,
$1.3 million of the integration charge remained to be paid. The remaining costs
relate to the facility closures and office consolidations and will be paid over
the remaining terms of the leases. Most of these lease commitments will be paid
within the next three years. One lease requires payments over the next seven
years.

   Helen Kramer. In December 1997, the Company settled a contract claim which
has been outstanding in excess of five years with the US Army Corps of
Engineers, the U.S. Environmental Protection Agency (USEPA) and the Department
of Justice (jointly "Government") arising out of work performed by the joint
venture of IT and Davy International at the Helen Kramer Superfund project. On
December 26, 1997, the joint venture received a $14.5 million payment from the
Government to resolve all outstanding project claims related to additional work
resulting from differing site conditions. In early January 1998, the joint
venture paid $4.3 million to the Government to resolve related civil claims by
the Government. IT's share of the joint venture results is 60%, accordingly, IT
received net cash of $6.0 million, its proportionate share of the settlement.
In December 1997, the Company recorded a non-cash pre-tax charge of $3.9
million as the cash received was less

                                      F-14


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

than the unbilled and billed receivables related to this project which totaled
approximately $9.2 million and $0.7 million, respectively.

   Relocation. The special charges that occurred in the first quarter of the
twelve months ended March 27, 1998 resulted from the relocation of the
Company's corporate headquarters from Torrance, California to Monroeville
(Pittsburgh), Pennsylvania and the sale of its California based small project
remediation services business. The headquarters relocation consolidated the
corporate overhead functions with the Company's largest operations office and
moved it closer to its lenders and largest shareholders which are located in
the Eastern United States. As a result of this relocation, the Company incurred
a pre-tax charge of $2.8 million. The relocation charge included $0.8 million
of costs for severance, $0.9 million of costs for the relocation of IT
employees, $0.7 million of costs related to the closure of the offices in
Torrance, California and $0.4 million of other related costs. As part of this
relocation, 32 employees were laid off, primarily corporate management and
administrative support personnel. As of December 25, 1998, these amounts have
been paid. In May 1997, the Company incurred a non-cash pre-tax charge of $1.8
million to sell its California based small projects remediation services
business.

   Restructuring. In conjunction with the corporate restructuring which was
initiated in the second quarter of the twelve months ended March 28, 1997, the
Company incurred a pre-tax restructuring charge of $8.4 million. The
restructuring charge included $3.4 million of costs for severance, $4.1 million
of costs for closing and reducing the size of a number of the Company's
offices, and $0.9 million of costs for other related items. As part of the plan
of termination, the Company laid-off 133 employees and paid over $2.5 million
in termination benefits. In addition, the Company approved a plan to close five
leased facilities and reduce the size of eleven other leased facilities by
either sublease or abandonment. Most of the remaining costs to be paid relate
to the facility closures and office space reductions which will be paid out
over the terms of the lease. One of these facility closures has a remaining
lease obligation of approximately six years. At December 25, 1998, $0.9 million
of the charge remained to be paid.

Long-term debt:

   Long-term debt consists of the following:



                                                        December 25, March 27,
                                                            1998       1998
                                                        ------------ ---------
                                                            (In thousands)
                                                               
8% Convertible Subordinated Debentures--Due October 1,
   2006................................................   $ 44,548   $ 46,753
Credit Agreement Debt:
  Revolver borrowings outstanding......................         --     33,200
  Revolver borrowings outstanding......................    143,000    126,293
  Term Loan............................................    225,750     80,000
Other..................................................      9,364     15,189
                                                          --------   --------
                                                           422,662    301,435
Less current portion...................................     17,603     16,738
                                                          --------   --------
                                                          $405,059   $284,697
                                                          ========   ========


   Aggregate maturity of long-term debt, including annual mandatory sinking
fund payments for the convertible subordinated debentures, for the five fiscal
years following December 25, 1998 is: 1999, $17.6 million; 2000, $9.4 million;
2001, $8.8 million; 2002, $8.8 million; 2003 and thereafter $378.0 million.

   The convertible subordinated debentures are convertible into 45.04 shares of
common stock and $107.50 cash per $1,000 unit with interest payable
semiannually on April 1 and October 1, and are redeemable at the

                                      F-15


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

option of the Company. The convertible subordinated debentures require annual
mandatory sinking fund payments of 7.5% of the principal amount which commenced
in 1996, and continue through October 1, 2005.

   IT executed the OHM Tender Offer with a $240.0 million credit facility (the
"credit facilities"). The credit facilities were used to complete the Tender
Offer, to refinance IT's $65.0 million principal amount of senior notes and for
working capital purposes during the period from the Tender Offer closing date
of February 25, 1998 until the merger closing date of June 11, 1998. Loans made
under the credit facilities bore interest at a rate equal to LIBOR plus 2.50%
per annum (or the lender's base rate plus 1.50% per annum) through
June 10, 1998, at the Company's option and required no amortization. The
Company recorded an extraordinary charge of $9.2 million, reduced by $3.5
million of deferred tax benefit, as the result of the early extinguishment of
existing debt necessary to obtaining the credit facilities. On June 11, 1998,
upon consummation of the second step of the OHM acquisition (see Business
Acquisitions), the Company's credit facilities were refinanced. As such, the
Company classified applicable portions of the credit facilities outstanding as
of March 27, 1998 as long-term debt in accordance with the provisions of the
credit facilities.

   After the refinancing in conjunction with the OHM Merger, the credit
facilities consist of an eight-year amortizing term loan (term loans) of $228.0
million and a six-year revolving credit facility (revolving loans) of $185.0
million that contains a sublimit of $50.0 million for letter of credit
issuance. The term loans made under the credit facilities bear interest at a
rate equal to LIBOR plus 2.50% per annum (or the lender's base rate plus 1.50%
per annum) and amortize on a semi-annual basis in aggregate annual installments
of $4.5 million for the first six years after the OHM Merger, with the
remainder payable in eight equal quarterly installments in the seventh and
eighth years after the OHM Merger. The revolving loans made under the credit
facilities bear interest at a rate equal to LIBOR plus 2.00% per annum (or the
lender's base rate plus 1.00% per annum). Six months after completion of the
merger, adjustments to the interest rates were made based on the ratio of IT's
consolidated total debt to consolidated earnings before interest, taxes,
depreciation and amortization. The credit facilities are secured by a security
interest in substantially all of the assets of the Company and its
subsidiaries. In addition, the facilities include representations, warranties
and covenants customary for facilities of this type that include various
financial covenants and limitations (subject to certain exceptions) on
indebtedness, lease obligations, mergers and acquisitions and other fundamental
changes prohibit the payment of cash dividends on common stock and limit
capital expenditures. The credit facilities also include customary events of
default. Events constituting defaults include a change of control of IT
including among other things, the disposition under certain circumstances of
the Company's 6% Cumulative Convertible Participating Preferred Stock and
warrants on or after the funding of the credit facilities on June 11, 1998, to
a person other than the Preferred Stock Group (see Notes to Consolidated
Financial Statements--Preferred stock).

   On September 14, 1998, the lenders under the credit facilities approved the
first amendment to the agreement covering the credit facilities to increase the
revolving credit facility from $150.0 million to $185.0 million. This increase
in revolver funding availability was based upon growth projections of the
Company's business, the increase in seasonality of revenue streams related to
OHM contracts and to create additional flexibility to finance further strategic
and diversifying acquisitions, particularly due to turmoil in the long-term
credit markets during the second half of 1998.

   At October 26, 1998, the lenders under the credit facilities approved the
second amendment to the loan agreement. This second amendment provided for the
acquisition of GTI as a permitted acquisition under the credit facilities,
provided for the borrowing of up to $35.0 million under the revolving credit
facility to make the GTI acquisition and amended the financial covenants to
provide for the effects of the GTI acquisition. IT closed the acquisition of
GTI on December 3, 1998. The GTI acquisition was funded through the use of the
Company's cash on hand, borrowing of $35.0 million under the revolving facility
and use of $20.0 million of GTI's cash on hand, which was loaned to the Company
and is evidenced by an interest bearing promissory note payable on demand.
Letters of credit outstanding at December 25, 1998 were $20.4 million.

                                      F-16


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   As required by the credit facilities, on August 11, 1998, the Company
executed a six year swap agreement with a large multi national banking
organization. The swap agreement is based upon a notional amount of $126.0
million wherein the Company, the fixed-rate payer, pays (receives) the
difference between 3-month LIBOR and a fixed rate of 5.58% with its swap
counter-party, the floating-rate payer. The LIBOR rate is adjusted quarterly
and amounts owning or due are settled at each quarterly reset date. The Company
charges (credits) amounts exchanged under the swap to interest expense. Net
credits to the Company in the nine months ended December 25, 1998 were not
material. The swap agreement contains a one time cancellation option for the
counter-party and an imbedded interest rate cap for the Company. At any
quarterly reset date beginning with February 11, 2000, the counter-party, at
its option, may cancel the swap agreement for the remaining term. If the
counter-party elects to exercise its cancellation option, the Company receives
the benefit of a 7% interest rate cap on the notional amount of $126.0 million.
The terms of the interest rate cap allow the Company to utilize the interest
rate cap for any six quarterly periods during the term of the swap agreement
remaining after exercise of the cancellation option by the counter-party. The
election of the six quarterly cap periods by the Company need not be
consecutive quarters. The mark to market value of the swap at December 24, 1998
represents a cost to the Company of $3.3 million. This value is based on 1) the
shape of the yield curve at the valuation date, 2) the assumption that future
rate changes are parallel shifts along the yield curve at all points, 3) LIBOR
futures prices at the measurement date and 4) that option volatility remains
unchanged from current levels. The market value of the swap, assuming only a 50
basis point increase in LIBOR rates, is a positive $1.2 million, reflecting the
significant change in market values associated with small interest rate
changes.

   The Company also has various miscellaneous outstanding notes payable and
capital lease obligations totaling $9.4 million. These notes payable mature at
various dates between January 1999 and November 2000, at interest rates ranging
from to 7.5% to 8.6%.

Income taxes:

   Income tax provision (benefit), net of changes in the deferred tax valuation
allowance, consists of the following:



                                                             Twelve Months Ended
                                           Nine Months Ended -------------------
                                             December 25,    March 27, March 28,
                                                 1998          1998      1997
                                           ----------------- --------- ---------
                                                      (In thousands)
                                                              
Current:
  Federal.................................      $   57        $    54    $(764)
  State...................................         450            559      215
                                                ------        -------    -----
                                                   507            613     (549)
                                                ------        -------    -----
Deferred:
  Federal.................................       5,696         (2,801)     336
  State...................................         491           (174)      57
  Foreign.................................          --             --      (23)
                                                ------        -------    -----
                                                 6,187         (2,975)     370
                                                ------        -------    -----
  Total provision (benefit)...............      $6,694        $(2,362)   $(179)
                                                ======        =======    =====



                                      F-17


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   Income tax provision (benefit) is included in the statements of operations
as follows:



                                                            Twelve Months Ended
                                          Nine Months Ended -------------------
                                            December 25,    March 27, March 28,
                                                1998          1998      1997
                                          ----------------- --------- ---------
                                                     (In thousands)
                                                             
Continuing operations before
 extraordinary items....................       $6,694        $ 4,175    $(179)
Extraordinary item: early extinguishment
 of debt................................           --         (3,497)      --
                                                6,694            678     (179)
Discontinued operations.................           --         (3,040)      --
                                               ------        -------    -----
  Total provision (benefit).............       $6,694        $(2,362)   $(179)
                                               ======        =======    =====


   A reconciliation of the provision (benefit) for income taxes on the total
provision (benefit) computed by applying the federal statutory rate of 34% to
the loss from continuing operations before income taxes and the reported
provision (benefit) for income taxes of the total provision (benefit) is as
follows:



                                                            Twelve Months Ended
                                          Nine Months Ended -------------------
                                            December 25,    March 27, March 28,
                                                1998          1998      1997
                                          ----------------- --------- ---------
                                                     (In thousands)
                                                             
Income tax benefit computed at statutory
 federal income tax rate................       $  (249)      $  (743)  $(3,045)
State income taxes, net of federal tax
 benefit, if any........................           335           504       179
Equity in income (loss) of foreign
 subsidiaries...........................            --           121        --
Amortization of cost in excess of net
 assets of acquired businesses..........         2,557           287       100
Extraordinary item: early extinguishment
 of debt................................            --        (3,129)       --
Discontinued operations.................            --        (2,720)       --
Federal deferred tax asset valuation
 allowance adjustment...................         6,059         1,906     2,597
Research and development tax credits....        (2,540)           --        --
Other...................................           532         1,412       (10)
                                               -------       -------   -------
  Total provision (benefit).............       $ 6,694       $(2,362)  $  (179)
                                               =======       =======   =======


                                      F-18


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   At December 25, 1998 and March 27, 1998, the Company had deferred tax assets
and liabilities as follows:



                                                         December 25, March 27,
                                                             1998        1998
                                                         ------------ ---------
                                                             (In thousands)
                                                                
Deferred tax assets:
  Closure accruals--discontinued operations.............   $ 11,229   $ 15,771
  NOL carryforwards.....................................     64,490     72,319
  Tax basis in excess of book basis in Quanterra........         --     11,145
  Capital loss carryover................................     17,446         --
  Alternative minimum tax credit carryforwards..........      3,458      3,458
  Investment and other tax credit carryforwards.........     12,750     10,474
  Other accrued liabilities.............................      5,458     17,050
  Asset basis difference--OHM and GTI...................     62,292     25,987
  Other, net............................................     23,253      7,933
                                                           --------   --------
    Gross deferred tax asset............................    200,376    164,137
  Valuation allowance for deferred tax asset............    (50,267)   (31,865)
                                                           --------   --------
    Total deferred tax asset............................    150,109    132,272
Deferred tax liabilities:
  Tax depreciation in excess of book depreciation.......    (17,120)   (19,465)
  Asset basis difference--discontinued operations.......    (11,576)   (13,012)
  Other, net............................................    (11,775)   (13,300)
                                                           --------   --------
    Total deferred tax liabilities......................    (40,471)   (45,777)
                                                           --------   --------
    Net deferred tax asset..............................   $109,638   $ 86,495
                                                           ========   ========
Net current asset.......................................   $ 15,919   $ 12,750
  Net noncurrent asset..................................     93,719     73,745
                                                           --------   --------
    Net deferred tax asset..............................   $109,638   $ 86,495
                                                           ========   ========


   Approximately $15.2 million and $3.9 million of the valuation allowance
relates to the OHM and GTI acquisitions, respectively. Tax benefits
subsequently recognized that are related to these amounts will reduce cost in
excess of net assets of acquired businesses.

   At December 25, 1998, the Company had net operating losses (NOL's), tax
credit carryforwards and capital losses with expiration dates as follows:



                                                   Research
                                           Net        and              Capital
                                        Operating Development  Other     Loss
Expiration Dates                         Losses   Tax Credits Credits Carry Over
- ----------------                        --------- ----------- ------- ----------
                                                     (In thousands)
                                                          
1998--2003............................. $     72    $ 1,140   $2,225   $45,910
2004--2008.............................   18,700      3,393       --        --
2009--2013.............................  156,386      5,992       --        --
Indefinite.............................       --         --    3,458        --
                                        --------    -------   ------   -------
  Total................................ $175,158    $10,525   $5,683   $45,910
                                        ========    =======   ======   =======


                                      F-19


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   During the nine months ended December 25, 1998, the Company increased its
deferred tax asset valuation allowance from $31.9 million to $50.2 million. The
increase was principally related to the acquisition of OHM and GTI
corporations, respectively, and based on the Company's assessment of the
uncertainty as to when it will generate a sufficient level of future earnings
of applicable character to realize a portion of the deferred tax asset created
by the special charges. Because of the Company's position in the industry,
recent restructuring and acquisitions, and existing backlog, management expects
that its future taxable income will more likely than not allow the Company to
fully realize its deferred tax asset. The Company evaluates the adequacy of the
valuation allowance and the realizability of the deferred tax asset on an
ongoing basis.

   During the twelve months ended March 27, 1998, the Company increased its
deferred tax asset valuation allowance from $9.5 million to $31.9 million. The
increase was principally related to the acquisition of OHM corporation and the
Company's assessment of its ability to fully utilize the deferred tax asset.
During 1998, prior to the acquisition of OHM, the Company increased its
valuation allowance to offset increases in the deferred tax asset balance.
During the fourth quarter, the Company acquired OHM (see Business
Acquisitions--OHM Acquisition) which substantially increased projected taxable
income.

   During the twelve months ended March 28, 1997, the Company increased its
deferred tax asset valuation allowance from $4.9 million to $9.5 million. This
change was principally due to the Company's assessment of the uncertainty as to
when it will generate a sufficient level of future earnings to realize the
deferred tax asset created by the special charges (see Special Charges).

                                      F-20


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Earnings per share

   The following table sets forth the computation of basic and diluted earnings
per share:



                                                            Twelve Months Ended
                                          Nine Months Ended --------------------
                                            December 25,    March 27,  March 28,
                                                1998          1998       1997
                                          ----------------- ---------  ---------
                                          (In thousands, except per share data)
                                                              
Numerator:
  Loss from continuing operations and
   before extraordinary items............     $ (7,427)     $ (6,360)  $ (8,777)
  Preferred stock dividends..............       (4,664)       (6,167)    (4,916)
                                              --------      --------   --------
  Numerator for basic and dilutive
   earnings per share--income available
   to common stockholders................      (12,091)      (12,527)   (13,693)
  Discontinued operations--closure costs
   (net of income tax benefit)...........           --        (4,960)        --
                                              --------      --------   --------
                                               (12,091)      (17,487)   (13,693)
  Extraordinary charge for early
   retirement of debt (net of income tax
   benefit)..............................           --        (5,706)        --
                                              --------      --------   --------
Net income (loss) applicable to common
 stock...................................     $(12,091)     $(23,193)  $(13,693)
                                              ========      ========   ========
Denominator:
  Weighted-average number of common
   shares outstanding for basic and
   dilutive earnings per share...........       19,149         9,737      9,227
                                              ========      ========   ========
Net loss per share:
  Earnings from continuing operations
   (net of preferred stock dividends)....     $  (0.63)     $  (1.28)  $  (1.48)
  Earnings from discontinued operations..           --         (0.51)        --
  Extraordinary item--early
   extinguishment of debt................           --         (0.59)        --
                                              --------      --------   --------
Net loss per share.......................     $  (0.63)     $  (2.38)  $  (1.48)
                                              ========      ========   ========


   In June 1998, approximately 12.9 million shares were issued in connection
with the second step of the OHM Merger. (See Business Acquisitions.)

Commitments and contingencies:

 Lease commitments

   The Company's operating lease obligations are principally for buildings and
equipment. Most leases contain renewal options at varying terms. Generally, the
Company is responsible for property taxes and insurance on its leased property.
At December 25, 1998, future minimum rental commitments under noncancelable
leases with terms longer than one year aggregate $125.1 million and require
payments in the five succeeding years and thereafter of $36.8 million, $31.1
million, $22.5 million, $14.6 million, $8.6 million, and $11.5 million,
respectively. A portion of these leased assets represent duplicative facilities
and equipment resulting from the OHM and GTI acquisitions. The Company is
currently and actively involved in attempting to sublease these assets.

   Rental expense related to continuing operations was $29.4 million for the
nine months ended December 25, 1998, $12.9 million (including $1.2 million of
the special charges) for the twelve months ended

                                      F-21


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

March 27, 1998, and $12.6 million (including $2.2 million of the special
charges) for the twelve months ended March 28, 1997.

 Contingencies

 Coakley Landfill Action

   On March 9, 1998, the Coakley Landfill PRP Steering Committee terminated,
allegedly for cause, IT Corporation's contract to perform design and
remediation services at the Coakley Landfill and sued IT for damages for delay,
redesign, regrading, repair costs, as well as for possible exposure to
penalties by the USEPA. (The Coakley Landfill Group v. IT Corporation v. Gary
W. Blake, Inc., et al., U.S.D.C., D.N.H., Case No. 98-167-JD) IT disputes that
the Steering Committee is entitled to terminate the agreement for cause and
believes the termination action arose from IT's pending change order request of
approximately $6.3 million (which has now grown to $7.2 million). IT has
answered and counterclaimed for damages for wrongful termination, issuing
defective plans and specifications, breach of contract and unfair trade
practices. Discovery of the case is ongoing, and no trial date has been set and
the ultimate outcome of this matter cannot yet be predicted.

 Occidental Chemical Litigation

   OHM is in litigation in the U.S. District Court for the Western District of
New York with Occidental Chemical Corporation ("Occidental") relating to the
Durez Inlet Project performed in 1993 and 1994 for Occidental in North
Tonawanda, New York. (Occidental Chemical Corporation v. OHM Remediation
Services Corporation, U.S.D.C., W.D.N.Y, Case No 94-0955(H)) OHM's account
receivables at December 25, 1998 include a claim receivable of $8.7 million
related to this matter. OHM's work was substantially delayed and its costs of
performance were substantially increased as a result of conditions at the site
that OHM believes were materially different than as represented by Occidental.
Occidental's amended complaint seeks $8.8 million in damages primarily for
alleged costs incurred as a result of project delays and added volumes of
incinerated waste. OHM's counterclaim seeks an amount in excess of $9.2 million
(inclusive of $8.7 million of claim receivable) for damages arising from
Occidental's breach of contract, misrepresentation and failure to pay
outstanding contract amounts. The Company has established additional reserves
for a portion of the receivables related to this matter. Management believes
that it has established adequate reserves should the resolution of the above
matter be lower than the amounts recorded. The parties have completed discovery
in the case and filed motions for summary judgement against each other.
Although the court may rule on the matter at any time, its ultimate outcome
cannot be predicted.

 GM--Hughes Massena Litigation

   These two matters (General Motors Corporation v. OHM Remediation Services
Corporation, U.S.D.C., N.D.N.Y., Case No. 7:96-CV-1214TJMDS) and (OHM
Remediation Services Corporation v. Hughes Environmental Systems, Inc. And ERM
Northeast, Inc., U.S.D.C., N.D.N.Y., Case No. 7:96-CV-0110TJMDS) have now been
fully settled.

 Other

   The Company is subject to other claims and lawsuits in the ordinary course
of its business. In the opinion of management, all such other pending claims
are either adequately covered by insurance or, if not insured, will not
individually or in the aggregate result in a material adverse effect on the
consolidated financial condition, liquidity and results of operations of the
Company. In the course of the Company's business, there is always

                                      F-22


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

risk and uncertainty in pursuing and defending claims and litigation and, not
withstanding the reserves currently established, adverse future results in
litigation or other proceedings could have a material adverse effect upon the
Company's consolidated financial condition, liquidity and results of
operations.

Governmental regulation:

   The Company is subject to extensive regulation by applicable federal, state
and local agencies. All facets of the Company's business are conducted in the
context of a complex statutory, regulatory and governmental enforcement
framework and a highly visible political environment. The Company's operations
must satisfy stringent laws and regulations applicable to performance. Future
changes in regulations may have a material adverse effect on the consolidated
financial conditional, liquidity and results of operations of the Company.

Preferred stock:

 Carlyle Investment

   At the November 20, 1996 Annual Meeting of Stockholders, IT's shareholders
voted to approve a $45.0 million investment (the Carlyle Investment) by The
Carlyle Group (Carlyle), a Washington, D.C. based merchant banking firm. The
Carlyle Investment consists of 45,000 shares of 6% Cumulative Convertible
Participating Preferred Stock, par value $100 per share (Convertible Preferred
Stock) and detachable warrants to purchase 1,250,000 shares of IT common stock,
par value $.01 per share (Carlyle Warrants). The net proceeds to IT (after
related offering costs of $4.4 million) from the Carlyle Investment were $40.6
million.

   Carlyle holds approximately 21% (approximately 24% assuming exercise of the
Carlyle Warrants) of the voting power of IT. Until November 20, 2001, the
holders of the Convertible Preferred Stock have the right to elect a majority
of the IT Board of Directors, provided that such holders continue to hold at
least 20% of the voting power of IT. The terms of the Convertible Preferred
Stock provide that, until November 20, 2001, the holders of the Convertible
Preferred Stock have the right to elect a majority of the Board of Directors of
the Company, provided that Carlyle continues to own at least 20% of the voting
power of the Company.

   The Convertible Preferred Stock ranks, as to dividends and liquidation, pari
passu to the Company's 7% Preferred Stock (see 7% Preferred Stock) and prior to
the Company's common stock. The Convertible Preferred Stock is entitled to
cumulative annual dividends. No dividends were payable in the first year;
dividends were payable quarterly in kind for the second year at the rate of 3%
per annum and, through November 1998, Carlyle was paid dividends of an
additional 1,095 shares of Convertible Preferred Stock. Commencing November 21,
1998, dividends are payable quarterly in cash at the rate of 6% per annum. The
Convertible Preferred Stock is entitled to a liquidation preference of $1,000
per share.

   The Convertible Preferred Stock and detachable warrants may at any time, at
the option of Carlyle, be converted into IT common shares. At December 25,
1998, 7,323,015 and 1,250,000 common shares are issuable upon conversion of the
Convertible Preferred stock and Carlyle Warrants, respectively. The conversion
price of the Convertible Preferred Stock is $7.59 per share and the exercise
price of the warrants is $11.39 per share. The Company will be entitled at its
option to redeem all of the Convertible Preferred Stock at its liquidation
preference plus accumulated and unpaid dividends on or after November 21, 2003.

   Although the first two years' dividends are paid at a rate of 0% and 3%,
respectively, dividends were imputed during this period at a rate of
approximately 6% per annum. Imputed dividends were $0.9 million, $2.1 million
and $0.9 million in the nine months ended December 25, 1998, the twelve months
ended

                                      F-23


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

March 27, 1998 and the twelve months ended March 28, 1997, respectively. Any
imputed dividends will never be paid in cash or stock.

 7% Preferred stock

   In a September 1993 public offering, the Company issued 2,400,000 depositary
shares, each representing a 1/100th interest in a share of the Company's 7%
Cumulative Convertible Exchangeable Preferred Stock (7% Preferred Stock). The
depositary shares entitle the holder to all proportional rights and preferences
of the 7% Preferred Stock, including dividend, liquidation, conversion,
redemption and voting rights and preferences.

   The 7% Preferred Stock ranks, as to dividends and liquidation, pari passu to
the Convertible Preferred Stock (see Carlyle Investment) and prior to the
Company's common stock. The dividend per annum and liquidation preference for
each share of 7% Preferred Stock are $175 and $2,500, respectively, and for
each depositary share are $1.75 and $25, respectively. Dividends on the 7%
Preferred Stock and depositary shares are cumulative and payable quarterly.

   The 7% Preferred Stock is convertible at the option of the holder into
shares of the Company's common stock at a conversion price of $23.36 per share,
subject to adjustment under certain circumstances. At December 25, 1998,
2,199,903 shares of common stock are issuable upon conversion of the 7%
Preferred stock. On any dividend payment date, the 7% Preferred Stock is
exchangeable at the option of the Company, in whole but not in part, for 7%
Convertible Subordinated Debentures Due 2008 in a principal amount equal to
$2,500 per share of Preferred Stock (equivalent to $25 per depositary share).
The 7% Preferred Stock may be redeemed at any time, at the option of the
Company, in whole or in part, initially at a price of $2,622.50 per share of
Preferred Stock (equivalent to $26.225 per depositary share) and thereafter at
prices declining to $2,500 per share of Preferred Stock (equivalent to $25 per
depositary share) on or after September 30, 2003.

   Additionally, the 7% Preferred Stock has a special conversion right that
becomes effective in the event of certain significant transactions affecting
ownership or control of the Company. In such situations, the special conversion
right would, for a limited period, reduce the then prevailing conversion price
to the greater of the market value of the common stock or $12.68 per share. The
Carlyle Investment (see Carlyle Investment) triggered this special conversion
right. On January 9, 1997, holders of 344,308 depositary shares elected to
convert such shares to 678,816 shares of IT common stock.

   The 7% Preferred Stock is non-voting, except that holders are entitled to
vote as a separate class to elect two directors if the equivalent of six or
more quarterly dividends (whether consecutive or not) on the 7% Preferred Stock
are in arrears. Such voting rights will continue until such time as the
dividend arrearage on the 7% Preferred Stock has been paid in full.

Stock incentive plans:

 Summary

   At the November 20, 1996 Annual Meeting of Stockholders, IT's shareholders
voted to approve the Company's 1996 Stock Incentive Plan (1996 Plan) which
provides for the issuance of the Company's common stock or any other security
or benefit with a value derived from the value of its common stock. Options are
granted at exercise prices equal to or greater than the quoted market price at
the date of grant. At December 25, 1998, the maximum number of shares of the
Company's common stock that may be issued pursuant to awards granted under the
1996 Plan is 242,819. At January 1 of each year, the maximum number of shares
available for award under the 1996 Plan may be increased by Board approval by
an amount which represents up to 2% of the number of the Company's common stock
which are issued and outstanding at that

                                      F-24


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

date. During the nine months ended December 25, 1998, 331,500 stock options
were granted under the 1996 Plan, which expire in fiscal year 2008.

   The Company's 1991 Stock Incentive Plan (1991 Plan) and 1983 Stock Incentive
Plan (1983 Plan) provided for the granting of incentive and non-qualified stock
options and the issuance of the Company's common stock or any other security or
benefit with a value derived from the value of its common stock. No shares are
available for grant under these plans as such authority to grant as to the 1991
Plan expired in March 1996 and as to the 1983 Plan expired in September 1993.
Options granted under the plans and outstanding at December 25, 1998 will
expire at various dates through January 20, 2008.

   Changes in the number of shares represented by outstanding options under the
1996 Plan, the 1991 Plan and the 1983 Plan during the nine months ended
December 25, 1998, the twelve months ended March 27, 1998 and the twelve months
ended March 28, 1997 are summarized as follows:



                                                             Twelve Months Ended
                                           Nine Months Ended --------------------
                                             December 25,    March 27,  March 28,
                                                 1998          1998       1997
                                           ----------------- ---------  ---------
                                                               
Outstanding at beginning of year.........        770,457      747,679    744,847
Options converted........................        262,125           --         --
Options granted
  (Nine months ended December 25, 1998,
   $6.44--$10.13 per share; 1998, $7.00--
   $8.50 per share; 1997, $8.63 per
   share)................................        331,000      132,921    171,000
Options exercised
  (Nine months ended December 25, 1998,
   $10.24 per share 1997, $11.50 per
   share)................................           (750)          --     (3,629)
Options expired and forfeited............        (51,156)    (110,143)  (164,539)
                                               ---------     --------   --------
Outstanding at end of year ($7.00--$32.50
 per share)..............................      1,311,676      770,457    747,679
                                               =========     ========   ========
Vested options...........................        776,500      486,520    473,257
                                               =========     ========   ========
Common stock reserved for future
 issuance................................      1,554,495


   Additional information regarding stock options granted to employees is
outline below:



                                                           Twelve Months Ended
                                         Nine Months Ended -------------------
                                           December 25,    March 27, March 28,
                                               1998          1998      1997
                                         ----------------- --------- ---------
                                                            
Weighted average fair value of options
 at grant date..........................      $ 6.19        $ 4.79    $ 5.34
Weighted average exercise price of all
 outstanding options....................      $11.11        $13.99    $15.96
Weighted average exercise price of
 vested options.........................      $12.39        $16.95    $19.04
Weighted average exercise price of
 options exercised......................      $10.24        $11.50    $   --
Weighted average exercise price for
 expired and forfeited options..........      $22.73        $19.69    $18.53
Weighted average remaining contractual
 life of options outstanding............         7.4           6.7       6.8


   Approximately 188,000 OHM stock options converted into approximately 262,000
IT stock options on June 11, 1998. As of December 25, 1998, these options
remain outstanding.

 Compensation cost

   The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options

                                      F-25


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

because, as discussed below, the alternative fair value accounting provided for
under Financial Accounting Standards Board Statement No. 123, "Accounting for
Stock-Based Compensation," (SFAS No. 123) requires use of option valuation
models that were not developed for use in valuing employee stock options. Under
APB 25, because the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

   SFAS No. 123 provides that, if its optional method of accounting for stock
options is not adopted (and which the Company has not adopted), disclosure is
required of pro forma net income and net income per share. In determining the
pro forma information for stock options granted, the fair value for these
options were estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted average assumptions:



                                                            Twelve Months Ended
                                          Nine Months Ended -------------------
                                            December 25,    March 27, March 28,
                                                1998          1998      1997
                                          ----------------- --------- ---------
                                                             
Risk free interest rate based upon zero-
 coupon U.S. Treasury Notes.............          6.0%          6.0%     6.38%
Dividend yield..........................         None          None      None
Volatility factor of expected market
 price of the Company's common stock....        0.443         0.395     0.395
Weighted average expected life of each
 option.................................          7.4           6.7       6.8


   The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferrable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

   If compensation cost for the Company's stock options had been determined
based on the fair value at the grant dates as defined by SFAS No. 123, the
Company's net loss applicable to common stock and net loss per common share
would have increased to the following pro forma amounts:



                                                          Twelve Months Ended
                                        Nine Months Ended --------------------
                                          December 25,    March 27,  March 28,
                                              1998          1998       1997
                                        ----------------- ---------  ---------
                                        (In thousands, except per share data)
                                                            
Net loss applicable to common stock
  As reported..........................     $(12,091)     $(23,193)  $(13,693)
                                            ========      ========   ========
  Pro forma............................     $(12,367)     $(23,386)  $(13,735)
                                            ========      ========   ========
Net loss per common share
  As reported..........................     $  (0.63)     $  (2.38)  $  (1.48)
                                            ========      ========   ========
  Pro forma............................     $  (0.65)     $  (2.40)  $  (1.49)
                                            ========      ========   ========


   Additionally, under the 1991 Plan, the Company awarded shares of nonvested
restricted stock to officers and key employees which amounted to 266,019 in the
twelve months ended March 29, 1996. Vesting of awards is dependent upon
continued employment and, in the case of certain performance-related awards,
the sustained level of a target market price for the Company's common stock
that exceeds the related market price on the

                                      F-26


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

date of grant. On December 25, 1998, the total number of shares of restricted
stock outstanding was 105,900. The cost of restricted stock awards is generally
expensed over the vesting period, which ranges from two to five years, and
amounted to $0.2 million, $0.5 million and $0.6 million for the nine months
ended December 25, 1998, the twelve months ended March 27, 1998 and the twelve
months ended March 28, 1997, respectively.

Employee benefit plans:

   The Company has a defined contribution, contributory pension and profit
sharing plan (the Plan), covering all employees with one year of continuous
service. The Company amended the Plan, effective December 25, 1998, to
discontinue the minimum annual contribution of 3% of participants' eligible
compensation. Additionally, beginning January 1, 1999, the Company amended its
voluntary 401(k) savings plan. The Company now contributes up to 4% of
participants' eligible compensation by matching 100% of each participants'
contribution (up to 4% of eligible compensation). Prior to January 1, 1999, the
Company contributed up to 2% of participants' eligible compensation by matching
50% of each participant's contribution (up to 4% of eligible compensation) to
the Company's voluntary 401(k) savings plan. The Plan currently allows a
maximum contribution of up to 15% of participants' eligible compensation up to
$10,000 annually. The Company funds current costs as accrued, and there are no
unfunded vested benefits.

   Pension and profit sharing expense was $3.5 million, $3.6 million and $3.6
million for the nine months ended December 25, 1998, the twelve months ended
March 27, 1998 and the twelve months ended March 28, 1997, respectively.

Operating segments:

 Organization

   The IT Group, Inc. has four reportable segments: Engineering & Construction
(E & C), Consulting & Ventures (C & V), Outsourced Services and International.
The Company's E & C Platform manages complex hazardous waste remediation
projects of all sizes involving the assessment, planning and execution of the
decontamination and restoration of property, plant and equipment that have been
contaminated by hazardous substances. The Outsourced Services Platform provides
full service capabilities for operations, maintenance, management and
construction at federal, state and local government facilities and in the
private sector. The C & V Platform provides a wide range of consulting services
including environmental permitting, facility siting and design, strategic
environmental management, environmental compliance/auditing, risk
assessment/management, pollution prevention, waste minimization, environmental
information systems, and data management. The Company's International Platform
is designed to meet the global needs of the Company's U.S. based clients and to
invest in businesses or enter into joint ventures to pursue and perform
international projects. Current International operations consist of a 50.1%
investment in a Taiwan-based wastewater treatment design/build firm and with
the acquisition of GTI in December 1998, the Company expanded its international
presence and provides environmental services through offices located in Europe
and Australia.

                                      F-27


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Segment Information



                                     Outsourced
                             E & C    Services   C & V  International  Total
                            -------- ---------- ------- ------------- --------
                                              (In thousands)
                                                       
Nine months ended December
 25, 1998
  Revenues................. $597,897  $70,400   $79,353    $ 9,785    $757,435
  Segment profit (loss)....   63,817    7,896    10,617       (418)     81,912
  Depreciation expense.....    6,044      162     1,607         69       7,882
  Segment assets...........  218,940   11,697    56,896      8,539     296,072
Twelve Months Ended March
 27, 1998
  Revenues................. $346,143  $ 6,819   $79,643    $ 9,611    $442,216
  Segment profit (loss)....   37,045      948     7,272     (1,419)     43,846
  Depreciation expense.....    4,387       22     1,605        113       6,127
  Segment assets...........  188,342    6,226    22,395      4,118     221,081
Twelve Months Ended March
 28, 1997
  Revenues................. $308,635  $    --   $48,832    $ 4,664    $362,131
  Segment profit...........   25,909       --       694        177      26,780
  Depreciation expense.....    8,704       --       758         56       9,518
  Segment assets...........   73,650       --    19,828      7,087     100,565




                                                          Twelve Months Ended
                                        Nine months ended --------------------
                                          December 25,    March 27,  March 28,
                                              1998          1998       1997
                                        ----------------- ---------  ---------
                                                            
Profit or Loss
  Total profit for reportable
   segments............................     $ 81,912      $ 43,846   $ 26,780
  Unallocated amounts:
    Corporate selling, general and
     administrative expense............      (32,779)      (23,814)   (22,073)
    Special charges (a)................      (24,971)      (14,248)    (8,403)
    Interest expense, net..............      (24,895)       (7,969)    (5,260)
                                            --------      --------   --------
    Loss before income taxes,
     extraordinary
     item and discontinued operations..     $   (733)     $ (2,185)  $ (8,956)
                                            ========      ========   ========
Assets (b)
  Assets for reportable segments.......     $296,072      $221,081   $100,565
  Other assets.........................      652,534       488,136    241,966
                                            --------      --------   --------
    Total consolidated assets..........     $948,606      $709,217   $342,531
                                            ========      ========   ========
Depreciation Expense
  Depreciation for reportable
   segments............................     $  7,882      $  6,127   $  9,518
  Depreciation on corporate assets
   (c).................................        2,059         2,606      2,842
                                            --------      --------   --------
    Total depreciation expense.........     $  9,941      $  8,733   $ 12,360
                                            ========      ========   ========

- --------
(a) See Notes to Consolidated Financial Statements--Special Charges. These
    special charges are excluded from segment profit (loss) because most of
    these items can not be identified with a particular segment and because
    management does not include special charges when analyzing the Company's
    business segments.

(b) Segment assets include primarily accounts receivable of each business
    segment. Other assets are principally long-term assets including property
    and equipment, cost in excess of net assets of acquired businesses, income
    tax assets and assets of discontinued operations.

(c) Depreciation on corporate assets includes corporate facilities, furniture
    and equipment and the Company's mainframe computer hardware and software
    which have not been allocated to the operating segments.

                                      F-28


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 Geographic Information



                                                               Twelve Months Ended
                            Nine months ended    -----------------------------------------------
                            December 25, 1998        March 27, 1998          March 28, 1997
                         ----------------------- ----------------------- -----------------------
                                      Long-Lived              Long-Lived              Long-Lived
                         Revenues (a) Assets (b) Revenues (a) Assets (b) Revenues (a) Assets (b)
                         ------------ ---------- ------------ ---------- ------------ ----------
                                                     (In thousands)
                                                                    
United States...........   $746,992    $458,233    $431,599    $358,973    $351,152    $117,386
Other foreign
 countries..............     10,443       3,573      10,617       2,831      10,979       1,848
                           --------    --------    --------    --------    --------    --------
                           $757,435    $461,806    $442,216    $361,804    $362,131    $119,234
                           ========    ========    ========    ========    ========    ========

- --------
(a) Revenues are attributed to countries based on the location of clients.

(b) Long-lived assets include non-current assets of the Company, excluding
    deferred income taxes.

 Major Clients

   The Company's revenues attributable to the U.S. federal government were
$525.0 million, $255.9 million and $215.1 million for the nine months ended
December 25, 1998, the twelve months ended March 27, 1998 and the twelve months
ended March 28, 1997, respectively. All four of the Company's operating
segments report revenues from the U.S. government. No other customer accounted
for 10% or more of the Company's consolidated revenues in any fiscal period.

 Revenues by Products and Services



                                                           Twelve Months Ended
                                         Nine months ended -------------------
                                           December 25,    March 27, March 28,
                                               1998          1998      1997
                                         ----------------- --------- ---------
                                                    (In thousands)
                                                            
Site remedial action projects...........     $607,682      $355,754  $313,299
Project, program and construction
 management.............................       70,400         6,819        --
Consulting and engineering services.....       79,353        79,643    48,832
                                             --------      --------  --------
                                             $757,435      $442,216  $362,131
                                             ========      ========  ========


Quarterly results of operations (unaudited):



                                           First         Second       Third
                                          quarter       quarter      quarter
                                        ------------  ------------ ------------
                                        (In thousands, except per share data)
                                                          
Nine months ended December 25, 1998:
  Revenues............................. $    225,188  $    260,187 $    272,060
  Gross margin.........................       27,058        30,553       33,350
  Income (loss) from continuing
   operations..........................      (19,291)        5,468        6,396
  Net income (loss) applicable to
   common stock........................      (20,860)        3,899        4,870
  Net income (loss) per share:
    Basic.............................. $      (1.76) $       0.17 $       0.22
                                        ============  ============ ============
    Diluted............................ $      (1.76) $       0.16 $       0.19
                                        ============  ============ ============


                                      F-29


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)




                                       First     Second     Third     Fourth
                                      quarter    quarter   quarter    quarter
                                      --------- --------- ---------  ---------
                                      (In thousands, except per share data)
                                                         
Twelve Months Ended March 27, 1998:
  Revenues........................... $ 98,181  $ 102,840 $ 105,157  $ 136,038
  Gross margin.......................   11,424     11,412    11,770     17,200
  Income (loss) from continuing
   operations before extraordinary
   item..............................   (2,914)     1,922    (1,840)    (3,528)
  Discontinued operations--closure
   costs.............................       --         --        --     (4,960)
  Extraordinary item--early
   extinguishment of debt............       --         --        --     (5,706)
  Net income (loss) applicable to
   common stock......................   (4,447)       385    (3,379)   (15,752)
  Net income (loss) per share:
  Basic and diluted:
    Earnings from continuing
     operations
     (net of preferred stock
     dividends)......................    (0.46)      0.04     (0.35)     (0.52)
    Discontinued operations..........       --         --        --      (0.51)
    Extraordinary item--early
     extinguishment of debt..........       --         --        --      (0.59)
                                      --------  --------- ---------  ---------
  Net income (loss) per share........ $  (0.46) $    0.04 $   (0.35) $   (1.62)
                                      ========  ========= =========  =========


   See Notes to Consolidated Financial Statements--Special Charges.

Discontinued operations:

 Overview

   Prior to December 1987 the Company was a major provider of hazardous waste
transportation, treatment, and disposal operations in California. In December
1987, the Company's Board of Directors adopted a strategic restructuring
program which included a formal plan to divest the transportation, treatment
and disposal operations through sale of some facilities and closure of certain
other facilities. Subsequent to this date, the Company ceased obtaining new
business for these operations. During the quarter ended March 27, 1998, the
Company recorded an increase in the provision for loss on disposition of $8.0
million or $5.0 million, net of income tax benefit of $3.0 million, primarily
for additional closure costs related to the approval of the closure plan by the
DTSC for the Panoche disposal site. Prior to the twelve months ended March 27,
1998, the Company cumulatively recorded a provision for loss on disposition
(including the initial provision and three subsequent adjustments) in the
amount of $168.2 million, net of income tax benefit of $32.9 million. During
each of the three fiscal years ended December 25, 1998 the Company has funded
previously accrued costs of $11.1 million, $14.9 million, and $15.7 million,
relating to the closure plans and construction and PRP matters. The Company
expects to incur costs over the next several years; however, the nature of the
costs will change from closure design and construction to post-closure
monitoring. At December 25, 1998, the Company's consolidated balance sheet
included accrued liabilities of approximately $7.9 million to complete the
closure and post-closure of its disposal facilities and the PRP matters, net of
certain trust fund and annuity investments, restricted to closure and post-
closure use. The trust funds are invested in high quality common stock and AAA
rated corporate and government bonds which are recognized at fair market value
and annuity investments which pay periodic payments into the trust fund.

   The annuities and trust fund assets are held in a legally binding trust
agreement by a third party trustee naming the California EPA, Department of
Toxic Substances control (DTSC) as the beneficiary of the trust. As closure and
post closure obligations are met by the Company, DTSC is obligated to release
funds from the trusts to reflect reduced estimates of remaining costs.

                                      F-30


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The provision for loss on disposition of transportation, treatment and
disposal discontinued operations is based on various assumptions and estimates,
including those discussed below. The adequacy of the provision for loss is
periodically reevaluated in light of the developments since the adoption of the
divestiture plan, and management believes that the provision as adjusted is
reasonable; however, the ultimate effect of the divestiture on the consolidated
financial condition, liquidity and results of operations of the Company is
dependent upon future events, the outcome of which cannot be determined at this
time. Closure and post-closure costs could be higher than estimated if
regulatory agencies were to require closure and/or post-closure procedures
significantly different than those in the approved plans, or if the Company is
required to perform unexpected remediation work at the facilities in the future
or to pay penalties for alleged noncompliance with regulations or permit
conditions. Outcomes significantly different from those used to estimate the
provision for loss could result in a material adverse effect on the
consolidated financial condition, liquidity and results of operations of the
Company.

 Northern California Facilities

   As a part of the Company's discontinued operations, the Company operated a
series of treatment, storage and disposal facilities in California, including
four major disposal facilities. Closure plans for all four of these facilities
have now been approved by all applicable regulatory agencies. Closure
construction has been completed at three of these facilities (Montezuma Hills,
Benson Ridge, and Vine Hill).

   On March 18, 1998, the DTSC certified the Environmental Impact Report and
approved the Closure Plan for the Panoche facility. The approved plans provide
for submittal of technical studies that will be utilized to determine final
aspects, details and costs of closure construction and monitoring programs.
While IT believes that the approved closure plans substantially reduce future
cost uncertainties to complete the closure of the Panoche facility, the
ultimate costs will depend upon the results of the technical studies called for
in the approved plans. Closure construction for the plan is scheduled to be
completed in the fall of 2000.

   The carrying value of the long-term assets of discontinued operations of
$40.0 million at December 25, 1998 is principally comprised of unused residual
land at the inactive disposal facilities and assumes that sales will occur at
market prices estimated by the Company based on certain assumptions
(entitlements, development agreements, etc.). There is no assurance as to the
timing of development or sales of any of the Company's residual land, or the
Company's ability to ultimately liquidate the land for the estimated sale
prices. If the assumptions used to determine such prices are not realized, the
value of the land could be materially different from the current carrying
value.

   The Company maintains Environmental Impairment Liability coverage for the
Northern California facilities through the Company's captive insurance company.
The limits of the policy are $32.0 million which meet the current requirements
of both federal and state law.

 Operating Industries, Inc. Superfund Site

   In June 1986, USEPA notified a number of entities, including the Company,
that they were PRPs with respect to the Operating Industries, Inc. (OII)
Superfund site in Monterey Park, California. Between October 1995 and April
1996, the Company, the USEPA and the Steering Committee agreed to settlements
of the Company's alleged liability for certain prior response costs incurred by
the USEPA. While resolving the Company's alleged liability for these response
costs, the settlement did not include a release of liability for future or
final OII remedies. The USEPA has requested, and the Steering Committee and the
Company have submitted, proposals to work cooperatively with interested parties
on the final remedy. While the USEPA has estimated response costs for the final
remedy to approximate $161.8 million, and the USEPA has alleged the

                                      F-31


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Company generated 2% by volume of the manifested hazardous wastes disposed of
at the site, the Company believes that USEPA's final remedy cost estimates are
substantially overstated. Should the costs of the final remedy be greater than
the amounts recognized or should the Company be forced to assume a
disproportionate share of the costs of the final remedy, the cost to the
Company of concluding this matter could materially increase.

 GBF Pittsburg Site

   In September 1987, the Company and 17 others were served with a Remedial
Action Order (RAO) issued by the DTSC, concerning the GBF Pittsburg landfill
site near Antioch, California. From the 1960's through 1974, a predecessor to
IT Corporation operated a portion of one of the two parcels as a liquid
hazardous waste site.

   In June 1997, the DTSC completed and released a final Remedial Action Plan
(RAP) selecting DTSC's preferred pump-and-treat remedial alternative, which the
Company now estimates to cost up to $18.0 million based on DTSC's prior
estimates. As part of the RAP, the DTSC also advised the PRP group of its
position that all PRPs, including the Company, are responsible for paying the
future closure and postclosure costs of the overlying municipal landfill, which
have been estimated at approximately $4.0 million. (The DTSC also seeks
approximately $1.0 million in oversight costs from all PRPs.) The PRP group
continues to believe that its preferred alternative of continued limited site
monitoring, which was estimated to cost approximately $4.0 million, is
appropriate and has filed an application with the appropriate Regional Water
Quality Control Board (RWQCB) for designation of the site as a containment zone
which, if approved, would facilitate the PRP group's preferred remedial
alternative.

   The Company and the PRP group initiated litigation (Members of the
GBF/Pittsburg Landfill(s) Respondents Group, etc., et al, v. State of
California Environmental Protection Agency Contra Costa County, California
Superior Court Case No. C97-02936) challenging the final RAP, and the PRP group
and the DTSC have agreed to stay this litigation and implementation of major
RAP elements pending the RWQCB's review of the containment zone application.
The PRP group continues to work with the RWQCB and the DTSC to determine the
scope of the studies necessary for consideration of the application.

   In the final RAP the DTSC assigned the Company and the other members of the
PRP group collective responsibility (on a non-binding basis) for 50% of the
site's response costs. The PRP group continues to believe that the DTSC
allocation is inappropriate and current owner/operators should pay a larger
portion of the site's response costs and the PRP group has initiated litigation
(Members of the GBF/Pittsburg Landfill(s) Respondents Group, etc., et al, v.
Contra Costa Waste Service, etc., et al. U.S.D.C., N.D. CA, Case No. C96-
03147SI) against the owner/operators of the site and other non-cooperating PRPs
to cause them to bear their proportionate share of site remedial costs. The
owner/operators are vigorously defending the PRP group's litigation, and the
outcome of the litigation cannot be determined at this time. Mediation of this
litigation has been postponed until late September 1999. IT Corporation has
paid approximately 50% of the PRP group's costs to-date on an interim basis.

   Failure of the PRP group to effect a satisfactory resolution with respect to
the choice of appropriate remedial alternatives or to obtain an appropriate
contribution towards site remedial costs from the current owner/operators of
the site and other non-cooperating PRPs, could substantially increase the cost
to the Company of remediating the site.

 Other Site Cleanup Actions

   The Company, as a major provider of hazardous waste transportation,
treatment and disposal operations in California prior to the December 1987
adoption of its strategic restructuring program, has been named a PRP at

                                      F-32


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

a number of other sites and may from time to time be so named at additional
sites and may also face damage claims by third parties for alleged releases or
discharges of contaminants or pollutants arising out of its transportation,
treatment and disposal discontinued operations. The Company has either denied
responsibility and/or is participating with others named by the USEPA and/or
the DTSC in conducting investigations as to the nature and extent of
contamination at the sites. Based on the Company's experience in resolving
claims against it at a number of sites and upon current information, in the
opinion of management, with advice of counsel, claims with respect to sites not
described above at which the Company has been notified of its alleged status as
a PRP will not individually or in the aggregate result in a material adverse
effect on the consolidated financial condition, liquidity and results of
operations of the Company.

   The Company has initiated against a number of its past insurers claims for
recovery of certain damages and costs with respect to both its Northern
California sites and certain PRP matters. The carriers dispute their
allegations to the Company and the Company expects them to continue to contest
the claims. The Company has included in its provision for loss on disposition
of discontinued operations (as adjusted) an amount that, in the opinion of
management, with advice of counsel, represents a probable recovery with respect
to those claims.

Subsequent events:

   On February 5, 1999, the Company signed an agreement to acquire all of the
stock of Roche Limited Consulting Group (Roche) for $10.0 million plus two
potential earnout payments. Roche is based in Quebec City, Canada and provides
engineering and construction services to wastewater, paper, mining and
transportation industries worldwide. Roche has approximately 700 employees and
had revenue of $28.0 million in its most recent year ended December 31, 1998.
The acquisition is expected to close in April 1999.

   On March 8, 1999, the Company signed an agreement to acquire specified
assets of the Environment and Facilities Management Group (EFM Group) of ICF
Kaiser International, Inc. for $82.0 million in cash reduced by $8.0 million
representing working capital retained by Kaiser. The EFM Group provides
environmental remediation, program management and technical support for United
States Government agencies including the DOD, National Aeronautics and Space
Administration (NASA) and the DOE as well as private sector environmental
clients. The EFM Group has approximately 500 employees and had revenue of
approximately $106.0 million for the calendar year ended December 31, 1998. The
acquisition is expected to close in April 1999.

   The Company has begun a private placement of $200 million of subordinated
notes (Notes). If the offering of the Notes is completed, the Notes will have a
fixed rate of interest payable every six months in cash commencing in 1999 and
will be redeemable in or after 2004 at a premium. The Notes will be general
unsecured obligations of the Company, subordinated to the Company's credit
facilities (see Notes to Consolidated Financial Statements--Long-term debt) and
other senior indebtedness and pari passu with other existing future
indebtedness unless the terms of that indebtedness expressly provide otherwise.
The proceeds of the Notes, assuming the offering is completed, will be used to
fund the Roche and EFM acquisitions and to refinance existing indebtedness.

   On March 5, 1999, the lenders under the Company's credit facilities approved
the third amendment to the loan agreement. The third amendment provides for the
Company to issue up to $250 million in subordinated notes for the acquisitions
(discussed above) and to pay down outstanding borrowings under the revolving
credit facility portion of the credit facilities.

                                      F-33


                               THE IT GROUP, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Financial information for subsidiary guarantors:

   The Company's payment obligations under the notes discussed in the
Subsequent Events footnote will be fully and unconditionally guaranteed on a
joint and several basis by substantially all of the Company's wholly owned
domestic subsidiaries. The notes will not been guaranteed by one of the
Company's domestic subsidiaries and all of the Company's existing foreign
subsidiaries and will not be guaranteed by Roche. Separate financial statements
for Roche are included in this prospectus. In accordance with previous
positions established by the Commission, the following summarized financial
information presents separately the composition of the Guarantor Subsidiaries
and the Non-Guarantor Subsidiaries. The principal elimination entries eliminate
investments in subsidiaries and intercompany balances and transactions.

                   Summarized Condensed Financial Information
                      Nine Months Ended December 25, 1998



                                   Guarantor   Non-Guarantor
                         Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                         -------  ------------ ------------- ------------ ------------
                                                (In thousands)
                                                           
Current assets.......... $    --    $375,907      $17,484      $   (310)    $393,081
Non current assets......  12,474     735,924       12,441      (205,314)     555,525
Current liabilities.....   2,127     258,232       19,110        (6,648)     272,821
Revenues................      --     746,740       11,148          (453)     757,435
Gross margin............      --      90,281        1,133          (453)      90,961
Loss from continuing
 operations.............  (2,852)     (4,013)       1,995        (2,557)      (7,427)
Net loss................  (2,852)     (4,013)       1,995        (2,557)      (7,427)

                   Summarized Condensed Financial Information
                       Twelve Months Ended March 27, 1998


                                   Guarantor   Non-Guarantor
                         Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                         -------  ------------ ------------- ------------ ------------
                                                (In thousands)
                                                           
Current assets.......... $   137    $265,063      $ 8,913      $   (445)    $273,668
Non current assets......  15,058     515,605        4,482       (99,596)     435,549
Current liabilities.....   1,466     189,867       16,246        (8,835)     198,744
Revenues................      --     432,462       11,142        (1,388)     442,216
Gross margin............      --      52,284         (621)         (573)      51,090
Loss from continuing
 operations.............    (808)     (3,615)         126        (2,063)      (6,360)
Net loss................    (808)    (14,281)         126        (2,063)     (17,026)

                   Summarized Condensed Financial Information
                       Twelve Months Ended March 28, 1997


                                   Guarantor   Non-Guarantor
                         Parent   Subsidiaries Subsidiaries  Eliminations Consolidated
                         -------  ------------ ------------- ------------ ------------
                                                (In thousands)
                                                           
Revenues................ $    --    $357,670      $ 7,942      $ (3,481)    $362,131
Gross margin............      --      37,802         (333)          669       38,138
Loss from continuing
 operations.............    (888)     (7,792)       1,094        (1,191)      (8,777)
Net loss................    (888)     (7,792)       1,094        (1,191)      (8,777)


                                      F-34


                         REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
OHM Corporation

   We have audited the accompanying consolidated balance sheets of OHM
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, changes in shareholders' equity, and
cash flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of OHM Corporation and subsidiaries at December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.

                                          Ernst & Young LLP

Columbus, Ohio
February 12, 1998, except for Note 1, as to
 which the date is May 4, 1998

                                      F-35


                                OHM CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (In Thousands, Except Share Data)



                                                                December 31,
                                                              -----------------
                                                                1997     1996
                                                              -------- --------
                                                                 
                            ASSETS
Current Assets:
 Cash and cash equivalents................................... $ 31,784 $ 14,002
  Accounts receivable........................................   70,627   85,461
  Costs and estimated earnings on contracts in process in
   excess of billings........................................   47,774   56,303
  Materials and supply inventory, at cost....................   13,285   13,899
 Prepaid expenses and other assets...........................   15,111   20,558
 Deferred income taxes.......................................   11,166   10,513
  Refundable income taxes....................................      259      493
                                                              -------- --------
                                                               190,006  201,229
                                                              -------- --------
Property and Equipment, net..................................   56,610   70,521
                                                              -------- --------
Other Noncurrent Assets:
  Investment in affiliated company...........................    5,637   23,185
  Intangible assets relating to acquired businesses, net.....   46,364   33,534
  Deferred debt issuance and financing costs.................    1,114    1,412
  Deferred income taxes......................................   15,725    3,563
  Other assets...............................................    1,587    3,093
                                                              -------- --------
                                                                70,427   64,787
                                                              -------- --------
    Total Assets............................................. $317,043 $336,537
                                                              ======== ========
            LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable............................................ $ 72,692 $ 69,230
 Billings on contracts in process in excess of costs and
  estimated earnings.........................................    1,530      897
 Accrued compensation and related taxes......................    8,646    6,528
 Federal, state and local taxes..............................       86      150
 Other accrued liabilities...................................   17,769   21,477
 Current notes payable.......................................    5,000       --
 Current portion of noncurrent liabilities...................    3,064    5,321
                                                              -------- --------
                                                               108,787  103,603
                                                              -------- --------
Noncurrent Liabilities:
 Long-term debt..............................................   50,041   52,972
 Deferred gain from sale leaseback of equipment..............    2,890    4,484
 Capital leases..............................................       65       32
 Pension agreement...........................................    1,100      874
                                                              -------- --------
                                                                54,096   58,362
                                                              -------- --------
Commitments and Contingencies................................       --       --
Shareholders' Equity:
 Preferred stock, $10.00 par value, 2,000,000 shares
  authorized; none issued and outstanding....................       --       --
 Common stock, $.10 par value, 50,000,000 shares authorized;
  shares issued: 1997--27,425,046; 1996--26,992,140..........    2,742    2,699
 Additional paid-in capital..................................  142,453  138,989
 Retained earnings...........................................    8,965   32,884
                                                              -------- --------
                                                               154,160  174,572
    Total Liabilities and Shareholders' Equity............... $317,043 $336,537
                                                              ======== ========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-36


                                OHM CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In Thousands, Except per Share Data)



                                                  Years Ended December 31,
                                                 ----------------------------
                                                   1997      1996      1995
                                                 --------  --------  --------
                                                            
Revenue......................................... $526,691  $550,984  $457,925
 Cost of services...............................  454,556   478,924   393,149
                                                 --------  --------  --------
Gross Profit....................................   72,135    72,060    64,776
 Claims settlement costs and other, excluding
  bad debts.....................................   15,919        --        --
 Provision for bad debts: Claims settlement.....   21,958        --        --
Other...........................................    2,900     5,343     2,931
 Selling, general and administrative expenses...   43,160    43,907    42,292
                                                 --------  --------  --------
Operating (Loss) Income.........................  (11,802)   22,810    19,553
                                                 --------  --------  --------
Other (Income) Expenses:
 Investment income..............................     (389)     (124)     (849)
 Interest expense...............................    5,186     7,087    10,413
 Equity in net earnings of affiliate............    1,997      (748)     (287)
 Write-down of investment in NSC Corporation....   14,949        --        --
 Miscellaneous (income) expenses................      878      (296)      (72)
                                                 --------  --------  --------
                                                   22,621     5,919     9,205
                                                 --------  --------  --------
(Loss) Income Before Income Taxes (Benefit).....  (34,423)   16,891    10,348
 Income taxes (Benefit).........................  (10,490)    5,376     3,541
                                                 --------  --------  --------
Net (Loss) Income............................... $(23,933) $ 11,515  $  6,807
                                                 --------  --------  --------
Net (Loss) Income Per Common Share.............. $  (0.88) $   0.43  $   0.31
                                                 ========  ========  ========
Weighted-Average Common Shares..................   27,210    26,820    22,211
                                                 --------  --------  --------
Net (Loss) Income Per Common Share--Assuming
 Dilution....................................... $  (0.88) $   0.43  $   0.30
                                                 ========  ========  ========
Adjusted Weighted-Average Common Shares--
 Assuming Dilution..............................   27,210    26,840    22,413
                                                 --------  --------  --------




  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-37


                                OHM CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                       (In Thousands, Except Share Data)



                            Common Stock
                          ----------------- Additional           Cumulative
                          Number of          Paid-In   Retained  Translation Treasury
                            Shares   Amount  Capital   Earnings  Adjustments  Stock
                          ---------- ------ ---------- --------  ----------- --------
                                                           
Balance at January 1,
 1995...................  15,848,089 $1,584  $ 63,294  $14,656      $(58)    $(2,556)
Proceeds from sale of
 1,000,000 shares common
 stock, less issuance
 expenses of $25,000....   1,000,000    100     9,875
Shares issued for the
 acquisition of the
 Division...............   9,668,000    967    61,149
Issuance of common stock
 warrants...............                        1,372
Stock options exercised,
 211,624 shares reissued
 from treasury..........                         (861)                         2,556
Shares issued for stock
 options................      37,921      4       776
Shares issued for 401(k)
 plan funding...........      93,067      9       823
Deferred translation
 adjustments............                                              (5)
Net income..............                                 6,807
                          ---------- ------  --------  -------      ----     -------
Balance at December 31,
 1995...................  26,647,077  2,664   136,428   21,463       (63)         --
Shares issued for 401(k)
 plan funding...........     345,063     35     2,561
Deferred translation
 adjustments............                                             (31)
Net income..............                                11,515
                          ---------- ------  --------  -------      ----     -------
Balance at December 31,
 1996...................  26,992,140  2,699   138,989   32,978       (94)         --
Shares issued for 401(k)
 plan funding...........     326,711     32     2,658
Shares issued for stock
 options................     106,195     11       806
Deferred translation
 adjustments............                                              14
Net income (loss).......                               (23,933)
                          ---------- ------  --------  -------      ----     -------
Balance at December 31,
 1997...................  27,425,046 $2,742  $142,453  $ 9,045      $(80)    $    --
                          ========== ======  ========  =======      ====     =======




  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-38


                                OHM CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)



                                                 Years Ended December 31,
                                               -------------------------------
                                                 1997       1996       1995
                                               ---------  ---------  ---------
                                                            
Cash flows from operating activities:
 Net (loss) income............................ $ (23,933) $  11,515  $   6,807
 Adjustments to reconcile net (loss) income to
  net cash provided by operating activities:
  Depreciation and amortization...............    13,131     19,963     10,652
  Amortization of other noncurrent assets.....     3,139      3,332      2,916
  Deferred income taxes.......................   (10,490)     5,335      3,483
  (Gain) loss on sale of property and
   equipment..................................    (1,705)      (206)       423
  Equity in net loss (earnings) of affiliate,
   net of dividends received..................     2,599       (147)       314
  Writedown of investment in affiliated
   company....................................    14,949         --         --
  Deferred translation adjustments and other..      (568)    (1,305)    (1,881)
 Changes in current assets and liabilities:
  Accounts receivable.........................    19,034     13,622     10,049
  Costs and estimated earnings on contracts in
   process in excess of billings..............     8,529     11,972    (10,278)
  Materials and supply inventory..............       614     (2,068)    (1,732)
  Prepaid expenses and other assets...........     6,324     (8,125)      (206)
  Refundable income taxes and other...........       234        (92)      (196)
  Accounts payable............................    (1,864)     2,949      3,907
  Billings on contracts in process in excess
   of costs and estimated earnings............       633       (490)    (1,019)
  Accrued compensation and related taxes......     1,638       (512)       476
  Federal, state and local income taxes.......       (64)       (50)        98
  Other accrued liabilities...................    (7,504)   (11,286)    (4,416)
                                               ---------  ---------  ---------
    Net cash flows provided by operating
     activities...............................    24,696     44,407     19,397
                                               ---------  ---------  ---------
Cash flows from investing activities:
 Purchases of property and equipment..........   (18,036)   (23,279)   (14,276)
 Proceeds from sale of property and
  equipment...................................     1,908      4,612      3,813
 Proceeds from sale and leaseback of
  equipment...................................    21,800     12,850         --
 Cash (used) acquired from purchase of
  business, net of acquisition costs..........    (7,092)        --     13,527
 Decrease (increase) in receivable from
  affiliated company..........................        --     15,000     (6,695)
 Increase in other noncurrent assets..........    (1,090)    (1,140)      (589)
                                               ---------  ---------  ---------
    Net cash (used in) provided by investing
     activities...............................    (2,510)     8,043     (4,220)
                                               ---------  ---------  ---------
Cash flows from financing activities:
 Increase in long-term debt...................         8        204      2,209
 Payments on long-term debt and capital
  leases......................................    (7,802)   (10,230)    (8,691)
 Proceeds from borrowing under revolving
  credit agreement............................   187,554    202,300    159,900
 Payments on revolving credit agreement.......  (187,554)  (244,400)  (175,500)
 Proceeds from private placement of common
  stock.......................................        --         --      9,975
 Common Stock issued for 401(k) funding and
  stock options...............................     3,507      2,597      1,612
 Payments on pension agreement................      (117)      (124)      (102)
 Reissuance of treasury stock.................        --         --      1,695
                                               ---------  ---------  ---------
    Net cash (used in) financing activities...    (4,404)   (49,653)    (8,902)
                                               ---------  ---------  ---------
    Net increase in cash and cash
     equivalents..............................    17,782      2,797      6,275
Cash and cash equivalents at beginning of
 year.........................................    14,002     11,205      4,930
                                               ---------  ---------  ---------
Cash and cash equivalents at end of year...... $  31,784  $  14,002  $  11,205
                                               =========  =========  =========


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-39


                                OHM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 1997


1. Summary of Significant Accounting Policies

   Basis of Presentation and Principles of Consolidation. The accompanying
consolidated financial statements include the accounts of OHM Corporation (the
"Company") and its subsidiaries. The Company's investment in 40% of the
outstanding common stock of NSC Corporation ("NSC") is carried on the equity
basis. See "Note 17--Special Charges" and "Note 20--Subsequent Events"
regarding disposition of the NSC investment. All material intercompany
transactions and balances among the consolidated group have been eliminated in
consolidation.

   The 1997 financial statements have been restated to continue to apply the
equity method of accounting for its investment in NSC. The Company previously
had concluded in the second quarter of 1997 that it no longer had the ability
to exercise significant influence over the operating and financial policies of
NSC after the Company announced its intention to sell its investment in NSC. As
a result, the Company wrote down its investment in NSC to its fair value (see
"Note 17--Special Charges"), discontinued reporting its share of NSC's profits
and losses in the Company's results of operations in accordance with the equity
method of accounting, and because of the change in circumstances started
accounting for its investment in NSC under FASB Statement No. 115, Accounting
for Certain Investments in Debt and Equity Securities. Based on discussions
with the SEC staff, the Company concluded that it should continue to apply the
equity method of accounting for its investment in NSC. The effect of this
restatement was to decrease 1997 net income by $2,736,000 or $0.10 per share.

   Recent Accounting Pronouncements. In June 1997, the Financial Accounting
Standards Board ("FASB") issued Statements No. 130, "Reporting Comprehensive
Income," and Statement No. 131, "Disclosures about Segments of an Enterprise
and Related Information." Statement No. 130 requires separate reporting of
certain items, already disclosed by the Company, affecting shareholders' equity
outside of those included in arriving at net earnings. Statement No. 131,
effective for fiscal 1999, establishes requirements for reporting information
about operating segments in annual and interim statements. This statement may
require a change in the Company's financial reporting, however, the extent of
this change, if any, has not been determined.

   Use of Estimates. The preparation of the accompanying consolidated financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported
in the consolidated financial statements and the accompanying notes. Actual
results could differ from those estimates.

   Risks and Uncertainties. The Company provides a broad range of environmental
and hazardous waste remediation services to its clients located primarily in
the United States. The assessment, remediation, analysis, handling and
management of hazardous substances necessarily involve significant risks,
including the possibility of damages or injuries caused by the escape of
hazardous materials into the environment, and the possibility of fines,
penalties or other regulatory action. These risks include potentially large
civil and criminal liabilities for violations of environmental laws and
regulations, and liability to customers and to third parties for damages
arising from performing services for clients, which could have a material
adverse effect on the Company. Although the Company believes that it generally
benefits from increased environmental regulations, and from enforcement of
those regulations, increased regulation and enforcement also create significant
risks for the Company.

   The Company does not believe there are currently any material environmental
liabilities which should be recorded or disclosed in its financial statements.
The Company anticipates that its compliance with various laws and regulations
relating to the protection of the environment will not have a material effect
on its capital expenditures, future earnings or competitive position.

                                      F-40


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


   The Company's revenue from government agencies accounted for 79%, 77% and
76% of revenue for the years ended December 31, 1997, 1996 and 1995,
respectively. Because of its dependence on government contracts, the Company
also faces the risks associated with such contracting, which could include
civil and criminal fines and penalties. As a result of its government
contracting business, the Company has been, is and may in the future be subject
to audits and investigations by government agencies. The fines and penalties
which could result from noncompliance with the Company's government contracts
or appropriate standards and regulations, or the Company's suspension or
debarment from future government contracting, could have a material adverse
effect on the Company's business. The dependence on government contracts will
also continue to subject the Company to significant financial risk and an
uncertain business environment caused by any federal budget reductions.

   In addition to the above, there are other risks and uncertainties that
involve the use of estimates in the preparation of the Company's consolidated
financial statements. See "Note 2--Acquisitions" and "Note 15--Litigation and
Contingencies."

   Stock-Based Compensation. The Company grants stock options for a fixed
number of shares to employees and members of the Board of Directors with an
exercise price equal to the fair value of the shares at the date of grant. The
Company accounts for stock compensation arrangements in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB No. 25") and
accordingly, recognizes no compensation expense for the stock compensation
arrangements. The Company has no intention of changing this accounting
practice. The pro forma information regarding net income and earnings per share
as required by Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123") is disclosed in "Note 13--Stock
Option Plan."

   Revenue and Cost Recognition. The Company primarily derives its revenue from
providing environmental services under cost plus fee, time and materials, fixed
price and unit price contracts. The Company records revenue and related income
from its contracts in process using the percentage-of-completion method of
accounting based on the costs incurred relative to total estimated costs.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined. For the year ended December 31, 1997, the
Company recorded a loss of $15,014,000 on its contract at the Hilton-Davis
project in Cincinnati, Ohio. See "Note 17--Special Charges" for further
discussion of the nature and timing of the loss recorded. Changes in project
performance, project conditions and estimated profitability may result in
revisions to costs and income and are recognized in the period in which the
revisions are determined. An amount equal to contract costs attributable to
claims is included in revenue when realization is probable and the amount can
be reliably estimated. Back charges to subcontractors are recorded as
receivables to the extent considered collectible. Contract costs include all
direct labor, material, per diem, subcontract and other direct and indirect
project costs related to contract performance. Certain precontract costs are
capitalized and deferred to be amortized on a straight line basis over the life
of the contract by the Company when the Company concludes that their
recoverability from the contract to which they relate is probable. Revenue
derived from non-contract activities is recorded when the services are
performed.

   Property and Equipment. Property and equipment are carried at cost and
include expenditures which substantially increase the useful lives of the
assets. Maintenance, repairs and minor renewals are expensed as incurred.
Depreciation and amortization, including amortization of assets under capital
leases, are provided on a specific item basis net of salvage value over the
estimated useful lives of the respective assets, using the straight-line
method.


                                      F-41


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   Capitalized Interest. Interest expense incurred on capital expenditures for
assets constructed by the Company is capitalized and is included in the cost of
such assets. Total interest expense incurred by the Company was $6,104,000,
$8,085,000 and $11,205,000 for the years ended December 31, 1997, 1996 and
1995, respectively. Total interest capitalized was $918,000, $998,000 and
$792,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

   Intangible Assets. Intangible assets consist principally of goodwill and
other intangible assets resulting primarily from acquisitions accounted for
using the purchase method of accounting. Goodwill and other intangible assets
are recorded at the amounts and amortized using the straight-line method over
the lives set forth in the following table:



                                                     December 31,
                                                    ---------------
                                                     1997    1996   Useful Lives
                                                    ------- ------- ------------
                                                    (In Thousands)
                                                           
   Goodwill........................................ $45,655 $33,498   40 Years
   Proprietary processes...........................       0      36   10 Years
   Assembled workforce.............................     397       0    7 Years
   Trade name......................................     311       0    5 Years
                                                    ------- -------
                                                    $46,363 $33,534
                                                    ======= =======


The carrying value of goodwill is reviewed if the facts and circumstances
suggest that it may be impaired. If this review indicates that goodwill will
not be recoverable, as determined based on the undiscounted cash flows of the
entity acquired over the remaining amortization period, the Company's carrying
value of the goodwill will be reduced by the estimated shortfall of cash flows.
The accumulated amortization of intangible assets, including goodwill, relating
to acquired businesses, was $3,061,000 and $1,938,000 at December 31, 1997 and
1996, respectively.

   Insurance Programs. The Company maintains a comprehensive liability
insurance program that is structured to provide coverage for major and
catastrophic losses while essentially self-insuring losses that may occur in
the ordinary course of business. The Company contracts with primary and excess
insurance carriers and generally retains $250,000 to $500,000 of liability per
occurrence through deductible programs, self-insured retentions or through
reinsurance provided by a wholly-owned insurance captive which reinsures some
of the Company's workers' compensation risks. Provisions for losses expected
under these programs are recorded based upon the Company's estimates of the
aggregate liability for claims incurred, including claims incurred but not
reported. Such estimates utilize certain actuarial assumptions followed in the
industry. The Company incurred expense of $5,659,000, $6,949,000 and $4,047,000
for each of the years ended December 31, 1997, 1996 and 1995 respectively.

   Legal Expenses. The Company regularly reviews known litigation matters with
counsel and makes a reasonable estimate of its exposure to not only the impact
of settlements, but also the related expenses, such as attorney's fees. The
Company accrues such cost as necessary based on this analysis.

   Income Taxes. The Company accounts for income taxes under the liability
method pursuant to Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS No. 109). Under the liability method,
deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.

                                      F-42


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


   Statement of Cash Flows. The Company considers all short-term deposits and
highly liquid investments purchased with an original maturity of three months
or less to be cash equivalents. Cash paid for income taxes for the years ended
December 31, 1997, 1996 and 1995 was $603,000, $482,000 and $986,000,
respectively. Cash paid for interest was $6,159,000, $8,137,000 and $10,937,000
for each of the years ended December 31, 1997, 1996 and 1995, respectively.

   With respect to non-cash investing and financing activities, the Company
acquired $2,564,000, $1,870,000 and $29,000 of fixed assets under financial
obligations for the years ended December 31, 1997, 1996 and 1995, respectively.
In addition, the Company issued $5,000,000 of unsecured promissory notes in
connection with an acquisition in fiscal 1997 and 9,668,000 shares of its
common stock in fiscal 1995 for an acquisition. See Note 2--Acquisitions.

   Net Income (Loss) Per Share. In February 1997, the Financial Accounting
Standards Board issued Statement No. 128, Earnings per Share, which was
required to be adopted on December 31, 1997. The Company has changed the method
used to compute earnings per share and restated all prior periods. Under the
new requirements for calculating basic earnings per share, the dilutive effect
of stock options is excluded. Shares of common stock issuable upon conversion
of the 8% Convertible Subordinated Debentures due 2006 were antidilutive in
each of the years presented; therefore, they were excluded from the calculation
of net income per share. See Note 11--Earnings Per Share.

   Reclassification. Certain amounts presented for the years ended December 31,
1996 and 1995 have been reclassified to conform to the 1997 presentation.

2. Acquisitions

   Effective June 1, 1997, the Company acquired all of the outstanding stock of
Beneco Enterprises, Inc., a Utah corporation (Beneco), for an aggregate
purchase price of $14,700,000. The purchase price was paid as follows: (i)
$9,700,000 (excluding the $2,608,000 of cash acquired as part of Beneco--net
cash paid $7,092,000) in cash and (ii) unsecured promissory notes in the
aggregate of $5,000,000, bearing interest at 7.25%, due and payable June 17,
1998. The Company has agreed to make an additional payment in the year 2000
contingent upon the achievement of certain operating results and other
contractual conditions. Beneco is a provider of project, program and
construction management services to the Department of Defense and other
government agencies throughout the United States.

   The estimated fair value of the assets acquired and liabilities assumed at
the date of the acquisition of Beneco are as follows (in thousands):

                                                                  
   Current assets...................................................... $ 8,208
   Property and equipment..............................................     615
   Goodwill............................................................  13,179
   Other intangibles...................................................     774
   Current liabilities.................................................   8,024

   

   On May 30, 1995, the Company completed the acquisition of substantially all
of the assets and certain liabilities of the hazardous and nuclear waste
remediation service business (the Division) of Rust International Inc. (Rust)
in exchange for 9,668,000 shares of common stock of the Company, or
approximately 37% of the outstanding shares of the Company's common stock. Such
shares issued to Rust are subject to a number of

                                      F-43


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

restrictions set forth in a Standstill and Non-competition Agreement that was
entered into pursuant to the Agreement and Plan of Reorganization dated
December 5, 1994, as amended (the Reorganization Agreement), among the Company,
Rust and certain of their subsidiaries. In addition to the net assets of the
Division, the Company received $16,636,000 in cash pursuant to provisions of
the Reorganization Agreement that provided for an adjustment based on the
average per share price of the Company's common stock for a 20 trading day
period prior to closing. Also, under terms of the Reorganization Agreement, as
amended on March 22, 1996, the Company received an additional $15,000,000 on
March 25, 1996, which reduced goodwill. For purposes of calculating the
consideration given by the Company for the Division, such 20 trading day
average per share price of $11.25 was used, adjusted to reflect a 40% discount
for the restricted nature of the common stock issued. Consideration for the
Division aggregated $65,259,000, which includes $3,143,000 of direct costs
related to the acquisition.

   In exchange for a warrant to purchase up to 700,000 shares of the Company's
common stock at an exercise price of $15.00 per share during the five years
following the closing date, Rust's parent company, WMX Technologies, Inc.
("WMX"), will provide the Company with a credit enhancement in the form of
guarantees, issued from time to time upon request of the Company, of up to
$62,000,000 of the Company's indebtedness, which will increase proportionately
up to $75,000,000 upon issuance of shares under the warrant. See "Note 19--
Subsequent Events".

   The acquisitions of Beneco and the Division have been accounted for using
the purchase method and, accordingly, the acquired assets and assumed
liabilities, including goodwill, have been recorded at their estimated fair
values as of June 1, 1997 for Beneco and May 30, 1995 for the Division. The
Company's consolidated financial statements for the twelve months ended
December 31, 1997 include the results of Beneco since June 1, 1997. The
following table sets forth the unaudited combined pro forma results of
operations of the Company for the twelve months ended December 31, 1997 and
1996, giving effect to the acquisition of Beneco as if such acquisition had
occurred on January 1, 1996. The Company's consolidated financial statements
also include the results of operations for the Division since May 30, 1995. The
following table sets forth the unaudited combined pro forma results of
operations for the year ended December 31, 1995 giving effect to the
acquisition of the Division as if such acquisition had occurred on January 1,
1995.



                                                      Pro Forma
                                               Year Ended December 31,
                                        ---------------------------------------
                                            1997          1996         1995
                                        ------------  ------------ ------------
                                        (In Thousands, Except Per Share Data)
                                                          
   Revenue............................. $    555,271  $    622,814 $    520,465
   Net income (loss)...................      (24,895)       13,050        8,142
   Net income (loss) per share......... $      (0.92) $       0.49 $       0.31


   The combined pro forma results of operations for the years ended December
31, 1997, 1996 and 1995 are based upon certain assumptions and estimates which
the Company believes are reasonable. The combined pro forma results of
operations may not be indicative of the operating results that actually would
have been reported had the transactions been consummated on January 1, 1996 for
Beneco and January 1, 1995 for the Division, nor are they necessarily
indicative of results which will be reported in the future.


                                      F-44


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

3. Accounts Receivable and Costs and Estimated Earnings on Contracts in Process

   Accounts receivable are summarized as follows:



                                                                December 31,
                                                               ----------------
                                                                1997     1996
                                                               -------  -------
                                                               (In Thousands)
                                                                  
   Accounts billed and due currently.......................... $43,982  $45,573
   Unbilled receivables.......................................  37,827   59,649
   Retainage..................................................   4,265    5,167
                                                               -------  -------
                                                                86,074  110,389
   Allowance for uncollectible accounts....................... (15,447) (24,928)
                                                               -------  -------
                                                               $70,627  $85,461
                                                               =======  =======


   The consolidated balance sheets include the following amounts:



                                                              December 31,
                                                            ------------------
                                                              1997      1996
                                                            --------  --------
                                                             (In Thousands)
                                                                
   Costs incurred on contracts in process.................  $306,314  $442,923
   Estimated earnings.....................................    63,128    90,442
                                                            --------  --------
                                                             369,442   533,365
   Less billings to date..................................  (323,198) (477,959)
                                                            --------  --------
                                                            $ 46,244   $55,406
                                                            ========  ========
   Costs and estimated earnings on contracts in process in
    excess of billings....................................  $ 47,774  $ 56,303
   Billings on contracts in process in excess of costs and
    estimated earnings....................................    (1,530)     (897)
                                                            --------  --------
                                                            $ 46,244  $ 55,406
                                                            ========  ========


   Unbilled receivables and costs and estimated earnings on contracts in
process typically represent: (i) amounts earned under the Company's contracts
but not yet billable to clients according to contract terms, which usually
consider passage of time, achievement of certain project milestones or
completion of the project; and (ii) amounts equal to contract costs
attributable to claims included in revenue. In addition, unbilled receivables
and costs and estimated earnings on contracts in process include amounts
relating to contracts with federal government agencies which require services
performed by the Company's subcontractors to be paid prior to billing. The
Company reasonably expects to collect the accounts receivable and the costs and
estimated earnings on contracts in process in excess of billings net of the
allowance for uncollectible accounts within one year. Amounts subject to
uncertainty include certain claims and other similar items for which an
allowance for uncollectible accounts has been established. See "Note 15--
Litigation and Contingencies" and "Note 17--Special Charges" for further
discussion of principal items comprising the allowance.

   The Company provides a broad range of environmental and hazardous waste
remediation services to industrial, federal government agencies, and state and
local government agencies located primarily in the United States and Canada.
The Company's industrial, federal government, and state and local government
clients constituted 38%, 58%, and 4%, respectively, of total accounts
receivable and costs and estimated earnings on contracts in process at December
31, 1997.


                                      F-45


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

4. Property and Equipment



                                                   December 31,
                                                  ----------------    Useful
                                                   1997     1996      Lives
                                                  -------  -------  ----------
                                                  (In Thousands)
                                                           
   Land.......................................... $   284  $   257          --
   Buildings and improvements....................  21,798   21,698  1-40 Years
   Machinery and equipment.......................  72,326   89,831  3-15 Years
   Construction in progress......................   1,823    8,385          --
                                                  -------  -------
                                                   96,231  120,171
   Less accumulated depreciation and
    amortization................................. (39,621) (49,650)         --
                                                  -------  -------
                                                  $56,610  $70,521
                                                  =======  =======


5. Investment in Affiliated Company

   The combined summarized financial information of the Company's 40% owned
asbestos abatement and specialty contracting subsidiary, NSC, is set forth
below:



                                                                 December 31,
                                                                ---------------
                                                                 1997    1996
                                                                ------- -------
                                                                (In Thousands)
                                                                  
   Current assets.............................................. $34,906 $41,123
   Noncurrent assets...........................................  39,583  44,102
   Total assets................................................  74,489  85,225
   Current liabilities.........................................  18,080  19,969
   Noncurrent liabilities......................................   5,253   7,610




                                                      Years Ended December 31,
                                                     ---------------------------
                                                       1997      1996     1995
                                                     --------  -------- --------
                                                           (In Thousands)
                                                               
   Revenue.......................................... $115,955  $129,043 $124,529
   Gross profit.....................................   11,027    22,589   19,447
   Operating (loss) income..........................   (7,785)    4,361    1,859
   Net (loss) income................................   (4,994)    1,861      715
   Company's interest in net (loss) income..........   (1,997)      748      287


   During the second quarter of 1997, the Company wrote down its investment in
NSC to the expected net realizable value based on its plans to sell its 40%
share of NSC. As a result, the Company recorded a $12,089,000 (net of
$2,860,000 income tax benefit) charge to earnings. The Company accounts for the
investment in 40% of the outstanding stock of NSC Corporation on the equity
method. Although NSC's stock had traded below the per share carrying value of
the recorded investment for some time prior to June 1997, the Company believed
this decline was temporary because NSC had continued to report net income,
positive cash flow from operations, and continued to pay dividends. In the
second quarter of 1997, the Company made the decision to sell its investment in
NSC. The Company concluded in the second quarter of 1997 that as a result of
its decision to sell its investment in NSC, it should record an impairment
loss. This loss was calculated to be $14.9 million before tax which represents
the difference between the Company's carrying amount of its investment per
share ($5.83) and the fair market value per share of NSC's stock on the day
that the Company decided to sell ($2.10) times the 4,010,000 shares held by the
Company. See "Note 20--Subsequent Events". The Company received cash dividends
from NSC aggregating $602,000 for each of the years ended December 31, 1997,
1996, and 1995.

                                      F-46


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


6. Other Accrued Liabilities

   Other accrued liabilities are summarized as follows:


                                                                 December 31,
                                                                ---------------
                                                                 1997    1996
                                                                ------- -------
                                                                (In Thousands)
                                                                  
   Reserve for loss projects................................... $ 4,328 $ 5,839
   Reserve for legal settlements...............................   2,694   5,490
   Reserve for self-insurance..................................   4,360   4,212
   Accrued insurance...........................................   2,411   2,601
   Other.......................................................   3,976   3,335
                                                                ------- -------
                                                                $17,769 $21,477
                                                                ======= =======


7. Long-Term Debt

   The long-term debt of the Company is summarized below:


                                                             December 31,
                                                            ----------------
                                                             1997     1996
                                                            -------  -------
                                                            (In Thousands)
                                                               
   8% Convertible Subordinated Debentures due October 1,
    2006................................................... $46,764  $46,764
   Notes payable to financial institutions.................   2,806    8,434
   Notes payable...........................................   3,494    3,066
                                                            -------  -------
                                                             53,064   58,264
   Less current portion....................................  (3,023)  (5,292)
                                                            -------  -------
                                                            $50,041  $52,972
                                                            =======  =======


   The convertible subordinated debentures are convertible into 41.67 shares of
common stock per $1,000 unit with interest payable semiannually on April 1 and
October 1, and are redeemable at the option of the Company. The convertible
subordinated debentures require annual mandatory sinking fund payments of 7.5%
of the principal amount which commenced in 1996, and continue through October
1, 2005. The Company purchased and retired $5,736,000 and $5,000,000 of the
outstanding debentures during 1996 and 1995, respectively. The fair value of
the convertible subordinated debentures, based on a quoted market price,
approximates $45,325,000 at December 31, 1997. The amortization of debt
issuance costs related to the convertible subordinated debentures was $88,000,
$97,000 and $108,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.

   On May 31, 1995, the Company entered into a $150,000,000 revolving credit
agreement with a group of banks (the "Bank Group") to provide letters of credit
and cash borrowings. There were no cash borrowings outstanding at December 31,
1997 or 1996. The agreement has a five year term and is scheduled to expire on
May 30, 2000. WMX has issued a guarantee of up to $62,000,000 outstanding under
the credit agreement in favor of the Bank Group. See "Note 2--Acquisition."
Under the terms of the agreement the entire credit facility can be used for
either cash borrowings or letters of credit subject to certain covenants. Cash
borrowings bear interest at either the prime rate plus a percentage up to
0.625% or, at the Company's option, the Eurodollar market rate plus a
percentage ranging from 0.325% to 1.625%. The percentage over the prime rate or
the Eurodollar market is based on the aggregate amount borrowed under the
facility, the presence of the WMX guarantee, and the Company's financial
performance as measured by an interest coverage ratio and a total funded debt
ratio. The arrangement provides the participating banks and WMX with a security
interest in the Company's equipment, inventories, accounts receivables, general
intangibles and in the Company's investment in the common stock of NSC as well
as the Company's other subsidiaries. The agreement also

                                      F-47


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

imposes, among other covenants, a minimum tangible net worth covenant, a
restriction on all of the Company's retained earnings including the declaration
and payment of cash dividends and a restriction on the ratio of total funded
debt to earnings before income taxes, depreciation and amortization. The
Company had $13,300,000 and $12,223,000 of letters of credit outstanding under
its revolving credit facility at December 31, 1997 and 1996, respectively.

   Notes payable to financial institutions consist of a $2,806,000 note payable
bearing interest at 8.58% payable in quarterly installments of $356,000 with
the final payment of $957,000 due in August 1999. The above agreement provides
the respective financial institution with a security interest in the equipment
financed with the proceeds from such note.

   Notes payable include: (i) a $143,000 interest bearing note at a rate of
9.50% payable in equal monthly installments of $48,000, due in April 1998, (ii)
a $66,000 interest bearing note at a rate of 9.22% payable in equal monthly
installments of $13,000, due in June 1998, (iii), a $79,000 interest bearing
note at a rate of 7.50% payable in equal monthly installments of $8,000, due in
December 1998, (iv) a $717,000 interest bearing note at a rate of 8.67% payable
in equal monthly installments of $48,000, due in July 1999, (v) a $72,000
interest bearing note at a rate of 8.70% payable in equal installments of
$5,000, due in June 1999, (vi) a $187,000 interest bearing note at a rate of
7.51% payable in equal monthly installments of $8,000, due in July 1999, (vii)
a $1,637,000 interest bearing note at a rate of 8.50% payable in equal monthly
installments of $61,000, due in May 2000 and (viii) a $593,000 interest bearing
note at a rate of 7.96% payable in equal monthly installments of $20,000, due
in October 2000.

   Current Notes payable include $5,000,000 of unsecured promissory notes
bearing interest of 7.25% due June 17, 1998 to the former shareholders of
Beneco.

   The aggregate maturity of long term debt, including annual mandatory sinking
fund payments for the convertible subordinated debentures, for the five years
ending December 31 is: 1998, $5,226,000; 1999, $7,099,000; 2000, $4,804,000;
2001, $4,313,000; 2002, $4,313,000; 2003 and thereafter $27,309,000. The
aggregate maturity of the required mandatory sinking fund payments for the
convertible subordinated debentures for the five years ending December 31 is:
1998, $2,203,000; 1999, $4,313,000; 2000, $4,313,000; 2001, $4,313,000; 2002,
$4,313,000; 2003 and thereafter, $27,309,000.

8. Leases

   Future minimum lease payments under noncancelable operating leases total
$15,744,000, $13,264,000, $10,659,000, $7,532,000 and $3,308,000 for the years
ended December 31, 1998, 1999, 2000, 2001 and 2002, respectively. Lease
payments under noncancelable operating leases subsequent to the year ended
December 31, 2002 aggregate $6,510,000.

   In addition to the above, the Company has entered into agreements for the
sale and leaseback of certain of the Company's thermal destruction units
located at various project sites. The leases are for one or two years with
annual renewals at the option of the Company with a maximum term of four or
five years each. The leases call for rental payments which total $8,002,000,
$8,106,000, $8,106,000, $5,696,000 and $1,223,000 for the years ended December
31, 1998, 1999, 2000, 2001 and 2002, respectively, with required early
termination payments of up to $19,986,000, $19,561,000, $12,710,000 or
$4,269,000 in the event that some or all of the leases are canceled on or
before expiration of the full lease terms in 1998, 1999, 2000 or 2001,
respectively. The leases are classified as operating leases in accordance with
Statement of Financial Accounting Standards No. 13, "Accounting for Leases".
For the year ended December 31, 1997, the total cost and accumulated
depreciation of $29,701,000 and $13,080,000, respectively, were removed from
the accounts and total gains realized on the sales of $2,979,000 were deferred.
For the year ended December 31, 1996, the total cost and

                                      F-48


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

accumulated depreciation of $11,579,000 and $4,181,000, respectively, were
removed from the accounts and total gain realized on the sale of $5,452,000 was
deferred. The deferred gains are being amortized to income as adjustments to
lease expense over the terms of the leases.

   Rental expense under operating leases totaled $23,177,000, $14,029,000 and
$8,858,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

9. Income Taxes

   Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

   Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 and 1996 are as follows:


                                                               December 31,
                                                              ----------------
                                                               1997     1996
                                                              -------  -------
                                                              (In Thousands)
                                                                 
Long-term deferred tax liabilities:
  Property and equipment..................................... $ 9,410  $10,470
  Intangible assets..........................................   1,726    1,131
  Investments................................................       8    2,784
                                                              -------  -------
    Total long-term deferred tax liabilities.................  11,144   14,385
Long-term deferred tax assets:
  Net operating loss ("NOL") carryforwards...................  22,505    7,571
  Intangible assets..........................................   1,446    1,840
  Research and development tax credits.......................   7,307    5,832
  Other tax credit carryforwards.............................   2,421    2,431
  Other, net.................................................   1,837    3,474
                                                              -------  -------
    Total long-term deferred tax assets......................  35,516   21,148
  Valuation allowance for long-term deferred tax assets......  (8,808)  (3,358)
                                                              -------  -------
    Total long-term deferred tax assets--net of valuation
     allowance...............................................  26,708   17,790
                                                              -------  -------
  Net long-term deferred tax assets--domestic operations.....  15,564    3,405
  Foreign tax NOL carryforwards..............................     167      167
  Valuation allowance for foreign deferred tax assets........      (6)      (9)
                                                              -------  -------
    Net long-term deferred tax assets........................ $15,725  $ 3,563
                                                              =======  =======
Current deferred tax liabilities:
  Revenue recognition........................................ $ 2,779  $    --
  Prepaid expenses...........................................   1,047    1,095
  Tax reserves...............................................      55      366
                                                              -------  -------
    Total current deferred tax liabilities...................   3,881    1,461
Current deferred tax assets:
  Bad debt reserves..........................................   5,941    9,722
  Project accruals...........................................   4,282    8,709
  NOL carryforwards..........................................   5,787    1,950
  Other, net.................................................   3,193    1,196
                                                              -------  -------
    Total current deferred tax assets........................  19,203   21,577
  Valuation allowance for current deferred tax assets........  (4,156)  (9,603)
                                                              -------  -------
    Total current deferred tax assets--net of valuation
     allowance...............................................  15,047   11,974
                                                              -------  -------
    Net current deferred tax assets.......................... $11,166  $10,513
                                                              =======  =======



                                      F-49


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   The net foreign long-term deferred tax assets of $161,000 and $158,000 at
December 31, 1997 and 1996, respectively, are attributable to the foreign
operations of the Company and cannot be offset with the net long-term deferred
tax liabilities resulting from the Company's domestic operations. The
provisions for income taxes (benefit) consist of the following:



                                                      Years Ended December 31,
                                                      ---------------------------
                                                        1997      1996    1995
                                                      ---------  ----------------
                                                           (In Thousands)
                                                                
   Current:
     Federal......................................... $      --  $    -- $    --
     State...........................................        --       41      58
                                                      ---------  ------- -------
                                                             --       41      58
   Deferred:
     Federal.........................................    (9,477)   4,569   3,036
     State...........................................    (1,013)     766     447
                                                      ---------  ------- -------
                                                        (10,490)   5,335   3,483
                                                      ---------  ------- -------
                                                       $(10,490) $ 5,376 $ 3,541
                                                      =========  ======= =======


   The reasons for differences between the provisions for income taxes and the
amount computed by applying the statutory federal income tax rate to income
(loss) from operations before income taxes are as follows:



                                                  Years Ended December 31,
                                                 ----------------------------
                                                   1997      1996      1995
                                                 --------  --------  --------
                                                            
   Federal statutory rate.......................     34.0%     34.0%     34.0%
   Add (deduct):
     State income taxes, net of federal
      benefit...................................      3.2       4.8       3.2
     Research and development tax credits.......      4.3      (8.6)     (4.5)
     Goodwill...................................     (1.3)      2.4       1.2
     Write-down of investment in NSC
      Corporation...............................     (7.0)       --        --
     Equity in net earnings of affiliates.......     (2.3)     (1.2)     (0.8)
     Other, net.................................     (0.4)      0.4       1.1
                                                 --------  --------  --------
                                                     30.5%     31.8%     34.2%
                                                 ========  ========  ========



                                      F-50


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   Net operating loss, capital loss and tax credit carryforward amounts and
their respective expiration dates for income tax purposes are as follows (in
thousands):



                                                     Amount  Expiration Date
                                                     ------- ---------------
                                                       
   Net operating losses:                             $ 2,473         2006
                                                      17,268         2010
                                                      53,467         2012
                                                     -------
                                                     $73,208
                                                     =======
   State net operating losses in excess of federal:  $   389         1998
                                                          72         1999
                                                       2,942         2006
                                                       2,235         2007
                                                       2,165         2008
                                                       2,848         2009
                                                       3,769         2010
                                                     -------
                                                     $14,420
                                                     =======
   Research and development tax credits:             $   261         2002
                                                         413         2003
                                                         331         2004
                                                         610         2005
                                                         556         2006
                                                         969         2007
                                                         715         2008
                                                       1,121         2009
                                                         225         2010
                                                         985         2011
                                                       1,121         2012
                                                     -------
                                                     $ 7,307
                                                     =======
   Alternative minimum tax credits:                  $ 1,218   Indefinite
                                                     =======
   Miscellaneous credits:                               $190         1998
                                                          41         1999
                                                         106         2000
                                                         121         2001
                                                          24         2005
                                                     -------
                                                     $   482
                                                     =======
   Foreign tax net operating loss:                   $   427         1998
                                                     =======



                                      F-51


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

10. Related Party Transactions

   The Company has a policy whereby transactions with directors, executive
officers and related parties require the approval of a disinterested majority
of the Board of Directors.

   The Company has been reimbursed by NSC for certain third party charges paid
on NSC's behalf, such as letter of credit fees, insurance and bonding costs and
legal fees. The costs charged to NSC for general liability and other insurance
coverages were $188,000, $1,774,000 and $981,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. In the normal course of
business, NSC has provided the Company with subcontract services on certain of
its projects for asbestos abatement and industrial maintenance services. The
costs for such services were $233,000, $40,000 and $212,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. The Company has provided
remediation services to NSC in the amount of $121,000 for the year ended
December 31, 1996.

   In the normal course of business, the Company has provided to WMX and its
affiliates certain subcontractor services on remediation and construction
projects, the cost of these services, in the aggregate, were $23,664,000,
$12,959,000 and $10,242,000 for the years ended December 31, 1997, 1996 and
1995, respectively. The Company has purchased from WMX and its affiliates,
hazardous waste disposal services, the cost of these services, in the
aggregate, were $6,868,000, $7,536,000 and $6,636,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. At December 31, 1997, 1996 and
1995, the Company has $2,831,000, $6,873,000 and $3,871,000 of accounts
receivable and $1,385,000, $968,000 and $806,000 of accounts payable,
respectively, recorded related to such activities. In addition to the above,
WMX paid $15,000,000 to the Company in 1996, which was related to final
payments due under terms of the Reorganization Agreement, as amended March 22,
1996.

   The Company rents certain buildings and contracts certain services from The
KDC Company and Findlay Machine and Tool, Inc. Such expenses totaled $318,000,
$348,000 and $94,000 for the years ended December 31, 1997, 1996 and 1995,
respectively. The principal shareholders of the companies are officers and
directors of the Company.

   The Company has purchased general contractor services and equipment from
Alvada Construction, Inc. which totaled $7,000, $957,000 and $226,000 for the
years ended December 31, 1997, 1996 and 1995, respectively. The principal
shareholder of the company is directly related to certain officers and
directors of the Company.

   In the normal course of business, the Company has purchased subcontractor
services on certain of its projects from Kirk Brothers Co., Inc. which totaled
$1,161,000, $2,265,000 and $615,000 for the years ended December 31, 1997, 1996
and 1995, respectively. The principal shareholders of the company are directly
related to certain officers and directors of the Company.

   During 1985, the Company executed a pension agreement with a former officer,
directly related to certain directors of the Company, for an annual pension
commencing on June 1, 1990, of $96,000, subject to cost of living adjustments,
for the remainder of his life and that of his spouse if she survives him. The
Company made pension payments totaling $118,000, $124,000 and $102,000 pursuant
to this agreement during the years ended December 31, 1997, 1996 and 1995,
respectively.

                                      F-52


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


11. Earnings per Share

   The following table sets forth the computation of basic and diluted earnings
per share:



                                         1997     1996    1995   1994     1993
                                       --------  ------- ------ -------  ------
                                        (In Thousands,Except Per Share Data)
                                                          
Numerator
  Net income (loss)................... $(23,933) $11,515 $6,807 $(7,616) $4,407
                                       --------  ------- ------ -------  ------
Denominator
  Denominator for basic earnings per
   share--weighted-average shares.....   27,210   26,820 22,211  15,582  12,250
  Effect of dilutive employee stock
   options............................       --       20    202      --     204
                                       --------  ------- ------ -------  ------
  Denominator for diluted earnings per
   share--adjusted weighted-average
   shares and assumed conversions.....   27,210   26,840 22,413  15,582  12,454
                                       ========  ======= ====== =======  ======
  Net (loss) income per common share.. $  (0.88) $  0.43 $ 0.31 $ (0.49) $ 0.36
                                       ========  ======= ====== =======  ======
  Net (loss) income per common share--
   assuming dilution.................. $  (0.88) $  0.43 $ 0.30 $ (0.49) $ 0.35
                                       ========  ======= ====== =======  ======


   See "Note 20--Subsequent Events" for additional disclosure regarding
employee stock options, warrants and repurchase of outstanding shares.

12. Capital Stock

   The Company has authorized 2,000,000 shares of preferred stock at a $10.00
par value. No shares of preferred stock had been issued at December 31, 1997.
The rights and preferences of the preferred stock will be fixed by the Board of
Directors at the time such shares are issued. The preferred stock, when issued,
will have dividend and liquidation preferences over those of the common
shareholders.

   On March 28, 1995, the Company sold to H. Wayne Huizenga and an affiliated
family foundation 1,000,000 shares of its common stock and options for an
aggregate purchase price of $10,000,000, less issuance expenses of $25,000. The
options are exercisable over five years for the purchase of 620,000 shares of
common stock upon payment of $10.00 per share and 380,000 shares of common
stock upon payment of $12.00 per share. See "Note 20--Subsequent Events."

13. Stock Option Plans

   The Company has elected to follow APB No. 25 and related interpretations in
accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under SFAS No. 123 requires use
of option valuation models that were not developed for use in valuing employee
stock options. Under APB No. 25, because the exercise price of the Company's
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.

   The Company's 1986 Incentive Stock Option Plan ("1986 Plan") as amended by
vote of the shareholders at the 1994 and 1996 Annual Meetings, has authorized
the grant of options to officers and key employees for up to 3,850,000 shares
of the Company's common stock. All options granted have 10 year terms and vest
and become fully exercisable at the end of up to 6 years of continued
employment. The number of shares available for grants of additional options
under the 1986 Plan were 666,441 and 1,161,674 at December 31, 1997 and 1996,
respectively.

                                      F-53


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


   On August 6, 1992, the Company's Board of Directors approved a stock option
plan for the Board of Directors (the "Directors' Plan"), which was
subsequently approved by the Company's shareholders at the 1993 Annual
Meeting. The Directors' Stock Option Plan provides for the immediate grant to
each non- employee director a stock option for 15,000 shares of the Company's
common stock, less the number of shares held by any such director under the
1986 Stock Option Plan. Additionally, the Directors' Plan provides for
additional grants of stock options for 5,000 shares of the Company's common
stock, at prices not less than the fair value, to each non-employee director
annually. Options granted under the Directors' Plan may not be exercised for a
period of six months following the date of grant and terminate up to eleven
years after the date of grant or eighteen months after the holder ceases to be
a member of the Board of Directors, whichever occurs earlier. The total number
of shares available for grants of additional options under the Directors' Plan
at December 31, 1997 and 1996 was 785,000 and 805,000, respectively.

   On August 15, 1996, the Board of Directors of the Company approved the OHM
Corporation Incentive Stock Plan ("ISP") which permits the Board to grant
shares of common stock of the Company to officers of the Company under
restrictions set forth with the grant. Shares issued under the ISP are subject
to substantial risk of forfeiture within the meaning of Section 83 of the
Internal Revenue Code of 1986. There have been 105,000 shares of common stock
issued under the ISP with a vesting date of August 15, 2001 for 100% of the
shares. Total expense recognized for the year ended December 31, 1997 in
connection with shares issued under this plan is $226,844.

   See "Note 20--Subsequent Events" for disclosure of disposition of shares in
the aforementioned plans.

   Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, which also requires that the information be
determined as if the Company had accounted for its employee stock options
granted subsequent to December 31, 1994 under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model. The following assumptions were
used in the valuation, and no dividends were assumed:



                                                          1997   1996   1995
                                                          -----  -----  -----
                                                               
   Average expected life (years).........................     6      7      7
   Expected volatility...................................  0.41   0.46   0.46
   Risk free interest rate...............................     6%     6%     6%
   Weighted average fair value of options granted during
    the year............................................. $3.83  $4.20  $5.40


   The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.

   For purposes of pro forma disclosures of net income and earnings per share,
the estimated fair value of the options is amortized to expense over the
options' vesting period. The Company's pro forma information follows:



                                                      Pro Forma
                                               Years Ended December 31,
                                        ----------------------------------------
                                            1997           1996        1995
                                        -------------  ------------ ------------
                                        (In Thousands, Except Per Share Data)
                                                           
   Net (loss) income...................      $(25,020)      $10,901      $6,428
   Net (loss) income per share......... $       (0.92) $       0.41 $      0.29



                                     F-54


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   The following is a summary of the stock option activity:



                                                      Number    Weighted Average
                                                    of Shares    Exercise Price
                                                    ----------  ----------------
                                                          
   1986 Plan
   Outstanding at January 1, 1995..................  1,765,350        $9.41
     Granted.......................................    632,750         9.89
     Exercised.....................................   (249,545)        7.74
     Canceled......................................   (134,735)        9.81
                                                    ----------
   Outstanding at December 31, 1995................  2,013,820         9.74
     Granted.......................................  1,097,569         8.33
     Exercised.....................................         --           --
     Canceled...................................... (1,004,399)       11.06
                                                    ----------
   Outstanding at December 31, 1996................  2,106,990         8.38
     Granted.......................................    807,000         8.20
     Exercised.....................................   (106,195)        7.69
     Canceled......................................   (311,767)        8.28
                                                    ----------
   Outstanding at December 31, 1997................  2,496,028         8.36
                                                    ==========
   Exercisable at December 31, 1996................  1,037,008         8.44
                                                    ==========
   Exercisable at December 31, 1997................  1,221,738         8.54
                                                    ==========
   Directors' Plan
   Outstanding at January 1, 1995..................     85,000       $10.16
     Granted.......................................     65,000        11.83
                                                    ----------
   Outstanding at December 31, 1995................    150,000        10.88
     Granted.......................................     60,000         7.94
     Canceled......................................    (15,000)       10.50
                                                    ----------
   Outstanding at December 31, 1996................    195,000        10.01
     Granted.......................................     35,000         7.50
     Canceled......................................    (15,000)       11.75
                                                    ----------
   Outstanding at December 31, 1997................    215,000         9.48
                                                    ==========
   Exercisable at December 31, 1996................    180,000        10.20
                                                    ==========
   Exercisable at December 31, 1997................    215,000         9.48
                                                    ==========


   Exercise prices for options outstanding as of December 31, 1997 for the 1986
Plan and the Director's Plan ranged from $6.38 to $11.88 and $7.38 to $15.63,
respectively. The weighted-average remaining contractual life of those options
is 7.2 and 7.5 years, respectively.

14. Retirement and Profit-Sharing Plans

   The Company has a Retirement Savings Plan (the "Plan") which allows each of
its eligible employees to make contributions, up to a certain limit, to the
Plan on a tax-deferred basis under Section 401(k) of the Internal Revenue Code
of 1986, as amended. Eligible employees are those who are employed full-time,
are over twenty-one years of age, and have one year of service with the
Company. The Company may, at its discretion, make matching contributions and
profit sharing contributions to the Plan out of its profits for the

                                      F-55


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

plan year. The Company made matching contributions of $2,718,000, $2,691,000
and $1,643,000 to the Plan for the years ended December 31, 1997, 1996 and
1995, respectively.

   Effective January 1, 1996, the Board of Directors of the Company approved
the Retirement and Incentive Compensation Plan ("RICP") which provides eligible
employees an election to defer a specified percentage of their cash
compensation. The obligations of the Company under the RICP will be unsecured
general obligations to pay the deferred compensation under the terms of the
RICP. Participants may elect under the plan to invest deferrals in an OHM
Common Stock Deferral Account for which contributions will be treated as if
such amounts had been used to purchase shares of the Company's stock and not as
actual purchases of the Company's stock. At the discretion of the compensation
committee of the Board of Directors, contributions to the plan will be matched
by the Company and all amounts invested in the plan will earn interest at the
prime rate published by the Wall Street Journal if not invested in the OHM
Common Stock Deferral Account.

   The Company's contributions to the plan, for both the match and the earnings
on amounts invested are expensed as incurred including market value
appreciation in the OHM Common Stock Deferral Account. A monthly average per
share price of OHM common stock is used to calculate the contributions to the
Stock Deferral Account. No dividends have been declared on the common stock.
Total expense was $564,000 and $154,000 for the years ended December 31, 1997
and 1996, respectively.

15. Litigation and Contingencies

   The Company is currently in litigation in the U.S. District Court for the
Western District of New York with Occidental Chemical Corporation
("Occidental") relating to the Durez Inlet Project performed in 1993 and 1994
for Occidental in North Tonawanda, New York. The Company's work was
substantially delayed and its costs of performance were substantially increased
as a result of conditions at the site which the Company believes were
materially different than as represented by Occidental. In December 1994,
Occidental filed suit against the Company. Occidental's amended complaint seeks
$8,806,000 in damages primarily for alleged costs incurred as a result of
project delays and added volumes of incinerated waste. The Company's
counterclaim seeks an amount in excess of $9,200,000 for damages arising from
Occidental's breach of contract, misrepresentation and failure to pay
outstanding contract amounts.

   The Company is in litigation with General Motors Corp. In the U.S. District
Court for the Northern District of New York. GM filed suit in January 1996
alleging that the Company breached a contract between Hughes Environmental
Systems, Inc. (HESI), a GM subsidiary, for work in 1994 for the remediation of
22,000 cubic yards of PCB contaminated sediment in the St. Lawrence River in
Massena. GM seeks damages for $3.8 million. The Company in turn filed suit
against HESI and ERM Northeast, Inc. In U.S. District Court in Northern New
York seeking $3.6 million in damages for breach of contract. The GM suit was
later consolidated with the Company's suit against HESI and ERM. GM alleges
that the Company abandoned the contract through inability to perform while the
Company claims that performance was impacted by conditions at the site that
were not as represented.

   Litigation and claims involving the Company relate primarily to the
collection of outstanding accounts receivable of the Company. The Company
regularly evaluates the need to establish accounts receivable reserves for such
litigation and claims. Total accounts receivable reserves for such litigation
and claims were $7,665,000 and $17,596,000 for the years ended December 31,
1997 and 1996, respectively. In addition, the Company has established a general
litigation reserve of $2,015,000 and $3,494,000 for the years ended December
31, 1997 and 1996, respectively to cover litigation and claims costs as well as
other matters not impacting accounts receivable.


                                      F-56


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   Management believes that it has established adequate reserves should the
resolution of the above matter be lower than the amounts recorded and for other
matters in litigation or other claims and disputes. There is, however, always
risk and uncertainty in pursuing and defending litigation and arbitration
proceedings in the course of the Company's remediation business and,
notwithstanding the reserves currently established, adverse future results in
litigation or other proceedings could have a material adverse impact upon the
Company's consolidated future results of operations or financial condition. In
addition to the above, the Company is subject to a number of claims and
lawsuits in the ordinary course of its business. In the opinion of management,
the outcome of these actions, which are not clearly determinable at the present
time, are either adequately covered by insurance, or if not insured, will not,
in the aggregate, have a material adverse impact upon the Company's
consolidated financial position or the results of future operations.

16. Major Customers

   Revenue from federal government agencies accounted for 72%, 72% and 71% of
total revenue from continuing operations for the years ended December 31, 1997,
1996 and 1995, respectively. Revenue from state and local government agencies
accounted for 7%, 5% and 5% of total revenue from continuing operations for the
years ended December 31, 1997, 1996 and 1995, respectively. There were no
industrial customers which accounted for more than 10% of total revenue for the
years ended December 31, 1997, 1996 and 1995.

17. Special Charges

   During the second quarter of 1997, the Company settled litigation and
received an unfavorable binding arbitration decision that established a need to
write-down claims receivable previously recorded by the Company. These actions
together with a thorough analysis by management of other claims, litigation and
the related receivables and a decision by management to establish reserves for
the consolidation of certain laboratory and operational functions resulted in
the Company recording a $22,726,000 (net of $15,151,000 income tax benefit),
charge during the second quarter of 1997.

   The following discussion details the various elements of the charge:

   Separation and Recovery Systems, Inc. ("SRS"). In June 1997, the Company
received an unfavorable binding arbitration decision in a dispute between the
Company and SRS. SRS's subcontract with the Company to provide thermal
desorption treatment services at the Hilton Davis chemical site in Cincinnati,
Ohio was terminated by the Company in the second quarter of 1996 due to failure
to perform. The Company subsequently attempted to perform the treatment process
with the SRS equipment and was unsuccessful. The inability of SRS to perform
caused the Company to incur significant expense to complete the required
treatment process. The Company's total claim in arbitration against SRS for the
resulting expense of failed performance was $18,500,000 and included deferred
cost of $9,814,000 recorded by the Company as a receivable from SRS. In
addition to not collecting the receivable, the arbitration decision required
the Company to pay SRS $2,400,000 in damages for their counterclaim for
wrongful termination. The Company also established a loss reserve of $2,800,000
to complete the treatment effort required as a result of the above. Prior to
the arbitration decision the Company had concluded that it was not probable
that a loss had occurred based on the opinion of counsel, consequently the
write-off was taken in the same period that the decision was rendered.

   Citgo Petroleum Corporation ("Citgo"). In June 1997, the Company settled
litigation with Citgo and Occidental Oil & Gas (Oxy) relating to a project
which was performed by the Company for Citgo at its Lake Charles, Louisiana
refinery in 1993 and 1994. This litigation resulted from the Company filing a
request for equitable adjustment in April 1994 based on deficient project
specifications provided by Citgo, the subsequent

                                      F-57


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

lawsuit filed by Citgo in April 1994 and the counterclaims filed by the Company
in July 1994. In 1995 Citgo and the Company brought separate actions against
Oxy as a third party with previous involvement at the site. Extensive discovery
by all parties prior to a scheduled trial in 1997 led to settlement discussions
in the second quarter of 1997. Under the terms of the settlement with Citgo and
Oxy, the Company received a cash payment of $14,346,000 against outstanding
receivables of $22,609,000 resulting in a write-off of accounts receivable of
$8,263,000. Prior to accepting the settlement offer, the Company had concluded
that it was not probable that a loss had occurred based on the opinion of legal
counsel that there existed a reasonable basis to support the Company's claim in
litigation. The settlement and resulting write down of accounts receivable
occurred after management completed its assessment of the litigation, the
determination of the maximum amount of settlement that could be obtained and
its review of the disadvantages of continuing litigation which would divert the
attention of company management and resources.

   Other Litigation and Accounts Receivable. In addition to the aforementioned
disputes, the Company made a decision to resolve other significant legal
matters involving outstanding accounts receivable. In June 1997, the Company
settled outstanding litigation with B&V Construction, Inc. ("B&V") for
$1,550,000 pertaining to a dispute involving subcontracted services at a
General Motors project in Flint, Michigan during late 1994. Payment to B&V was
made in July 1997. Accounts receivable involving disputes primarily related to
two additional contracts were also written down to facilitate settlement. These
decisions resulted from management's analysis of the unfavorable SRS
arbitration decision and the protracted Citgo litigation and subsequent
settlement and concluded that the risk associated with continued pursuit of
legal remedies was not acceptable and the further diversion of management's
attention to effect favorable outcomes was not appropriate. Prior to that time,
the Company had concluded that it was not probable that a loss had occurred
based on the opinion of counsel.

   Litigation Costs. As a result of the above discussed legal matters and the
significant expense of resolving such matters, the Company has accrued
$2,100,000 for the expenses of the litigation such as attorney's fees. This
accrual includes costs associated with those matters included in the special
charge discussed above including those that expect to be settled. The Company
concluded that due to the timing of the settlements discussed above, the
related expense of settlement should also be accrued.

   Region Reorganization, Laboratory Closure & Severance. In May 1997,
management of the Company made a decision to consolidate certain regional
operations, close certain offices and cease commercial laboratory operations.
These decisions were made as part of a comprehensive plan completed in the
second quarter of 1997 to restructure operations of the company. Thus,
resulting expense was recognized as a special charge at that time. Employees of
the Company were notified of the reduction in force at that time and
substantially all of the reserve requiring a cash settlement was paid prior to
the end of 1997. The components of this special charge were:



                                                                  (In Thousands)
                                                                  --------------
                                                               
   Cash items:
     Severance...................................................     $1,500
     Lease termination and facility closure......................      1,139
     Other.......................................................        388
                                                                      ------
       Subtotal..................................................      3,027
   Non cash items:
     Fixed Assets................................................        773
                                                                      ------
       Total.....................................................     $3,800
                                                                      ======



                                      F-58


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

   NSC Divestiture. During its second quarter of 1997, the Company decided to
sell its 40% share of NSC Corporation. As a result, the Company recorded a
$12,089,000 (net of $2,860,000 income tax benefit), charge during the second
quarter of 1997, to reduce the carrying value of its NSC investment to reflect
the likely value to be realized given the Company's current intentions. See
"Note 5--Investment in Affiliated Company" and "Note 20--Subsequent Events".

   The following table summarizes the detailed components of the charge:



                                                         Tax          Net
                                           Charge      Benefit        Loss
                                        ------------ -------------------------
                                        (In Thousands, Except Per Share Data)
                                                         
   SRS Settlement and Project Loss
    Accrual............................ $     15,014 $      6,006 $      9,008
   Citgo Settlement (Net of $14.3
    million)...........................        8,263        3,305        4,958
   Other Litigation and Accounts
    Receivable.........................        8,700        3,480        5,220
   Litigation Costs....................        2,100          840        1,260
   Region Reorganization & Other.......        3,800        1,520        2,280
                                        ------------ ------------ ------------
     Total Claims Settlement & Other...       37,877       15,151       22,726
     Total Write-down of Investment in
      NSC..............................       14,949        2,860       12,089
                                        ------------ ------------ ------------
     Total Charge...................... $     52,826 $     18,011 $     34,815
                                        ============ ============ ============


   The Company's consolidated statement of operations for the year ended
December 31, 1995 includes a $2,312,000 (net of $1,542,000 income tax benefit)
charge for integration costs related to the acquisition of the Division. The
charge was recorded as a selling, general and administrative expense and was
primarily for severance and relocation costs for certain of the Company's
personnel and the closing of certain of the Company's offices as a result of
combining the operations of the Division and the Company.

18. Quarterly Financial Information (Unaudited)

   The following table sets forth the Company's condensed consolidated
statements of operations by quarter for 1997 and 1996.


                                   First    Second    Third    Fourth
                                  Quarter  Quarter   Quarter  Quarter
                                  -------- --------  -------- --------
                                   (In Thousands, Except Per Share Data)
                                                  
   1997
   Revenue....................... $108,498 $129,313  $143,656 $145,224
   Gross profit..................   13,851   17,874    20,909   19,501
   Selling, general and
    administrative expenses......   10,409   49,368    11,972   12,188
   Operating income (loss).......    3,442  (31,494)    8,937    7,313
   Net income (loss) (1)......... $  1,438 $(31,609) $  4,062 $  2,176
                                  -------- --------  -------- --------
   Basic and diluted net income
    (loss) per share............. $   0.05 $  (1.16) $   0.15 $   0.08
                                  ======== ========  ======== ========
   1996
   Revenue....................... $118,963 $129,177  $158,272 $144,572
   Gross profit..................   15,030   17,560    20,638   18,832
   Selling, general and
    administrative expenses......   11,176   11,943    13,124   13,007
   Operating income..............    3,854    5,617     7,514    5,825
   Net income.................... $  1,330 $  2,379  $  3,996 $  3,810
                                  -------- --------  -------- --------
   Basic and diluted net income
    per share.................... $   0.05 $   0.09  $   0.15 $   0.14
                                  ======== ========  ======== ========

- --------
(1) During the second quarter of 1997, the Company recorded a $34,815,000
    charge (net of income tax benefit of $18,011,000) or $1.28 per share,
    charge for the settlement and write-down of certain claims and litigation,
    establishment of reserves for the consolidation of certain laboratory and
    operational functions, and the reduction of the carrying value of its NSC
    investment.

                                      F-59


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997


19. Segment Information

   The Company operates in two industry segments. The first includes
environmental and hazardous waste remediation services. The second, which
consists solely of Beneco Enterprises, Inc., includes project, program and
construction management services. Both segments provide services to primarily
federal government agencies such as the Department of Defense.



                                                     Environmental Construction
                                        Consolidated  Remediation   Management
                                        ------------ ------------- ------------
                                                    (In Thousands)
                                                          
   1997
   Net sales...........................   $469,396      $57,295      $526,691
   Operating income....................    (19,185)       7,383       (11,802)
   Assets employed at year end.........    285,694       31,349       317,043
   Depreciation and amortization.......     16,233           37        16,270
   Capital Expenditures................     17,891          145        18,036


   Prior to the acquisition of Beneco in 1997, the Company operated in only one
segment, Environmental Remediation. There were no intersegment sales. The
operating loss in the Environmental Remediation segment for 1997 is due to the
special charges recorded in the second quarter, all of which related to that
segment. See "Note 17--Special Charges."

20. Subsequent Events (Unaudited)

   The Company has entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated January 15, 1998, by and among the Company, International
Technology Corporation ("Parent") and IT-Ohio, Inc. ("Purchaser"). Pursuant to
the Merger Agreement, on February 25, 1998 Purchaser, a wholly owned subsidiary
of Parent, completed a tender offer (the "Offer") for 13,933,000 shares of
Common Stock (each, a "Share" and collectively, the "Shares") by purchasing
such Shares at a price of $11.50 per Share, net to the tendering shareholder in
cash. The Offer was described in the Tender Offer Statement on Schedule 14D-1
filed by Purchaser on January 16, 1998 with the Securities and Exchange
Commission (the "Commission").

   The Merger Agreement provides that, subject to the satisfaction or waiver of
certain conditions precedent (including the approval of the Merger Agreement by
holders of a majority of the outstanding Shares), Purchaser will merge with and
into the Company (the "Merger"), and the Company will be the surviving
corporation in the Merger, with the result that the Company will become a
wholly owned subsidiary of Parent. Based upon the preliminary results of the
Offer and on the number of shares of Common Stock outstanding on
February 24, 1998, at the effective time of the Merger, each remaining Share
outstanding will be converted into the right to receive approximately 1.077
shares of the common stock of Parent and approximately $2.61 in cash.

   James L. Kirk, Joseph R. Kirk, H. Wayne Huizenga and The Huizenga Family
Foundation, all shareholders of the Company, have entered into voting
agreements whereby they agree to vote their shares of Common Stock in favor of
the Merger.

   Pursuant to the Merger Agreement and the Share Repurchase Agreement, dated
as of January 15, 1998 and as amended and restated as of February 11, 1998 and
as amended and restated as of February 17, 1998 (the "Repurchase Agreement"),
by and among the Company, Parent, WMX, Rust and Rust Remedial Services Holding
Company Inc., an affiliate of WMX, the Company repurchased from WMX and its
affiliates 2,535,381 Shares for $11.50 per Share, concurrently with the payment
for Shares pursuant to the Offer (the "Repurchase"), and WMX and its affiliates
tendered 7,111,543 Shares in the Offer. Pursuant to the Repurchase

                                      F-60


                                OHM CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997

Agreement, WMX and its affiliates also agreed to vote all Shares held by them
in favor of the Merger. WMX also agreed to cancel, without payment of any
separate consideration, the Warrants and any rights it may have to purchase
additional shares of Common Stock. In addition, the Guaranty Agreement and
related guarantees as well as key provisions of the Standstill Agreement will
terminate upon consummation of the Merger.

   The Company also has an approximately 40% interest in NSC Corporation
("NSC"), a provider of asbestos abatement and specialty contracting services.
Pursuant to the Merger Agreement, the Company will pay a pro rata distribution
(the "NSC Distribution") to holders of record of the Shares as of the close of
business on February 24, 1998, of all of the shares of Common Stock, par value
$0.01 per share, of NSC held by the Company (the "NSC Shares"). The payment
date for the NSC Distribution is March 6, 1998, which is the earliest date on
which the NSC Distribution may be paid under the Company's Regulations. It is
anticipated that the NSC Distribution will be treated as a pro rata taxable
redemption that qualifies as a sale or exchange for tax purposes.

   In connection with the Company's entry into the Merger Agreement and by
resolution of the Company's Board of Directors, the Company's 1986 Stock Option
Plan and the Company's Nonqualified Stock Option Plan for Directors were
amended to immediately vest each non-vested stock option issued under such
plans and to give each of the option holders the right to cancel their options
in exchange for a cash payment equal to the difference between $11.50 per share
and the respective exercise price of each option. In addition, the Company's
Board of Directors took action to allow holders of the restricted stock issued
under the Company's Incentive Stock Plan to tender such stock in the Offer. As
a result of the above actions, the Company will incur up to $9,400,000 of
compensation expense during the first quarter of 1998 if all of the stock
option holders elect to receive the cash payment for their outstanding options.
In addition, pursuant to that certain letter agreement, dated as of January 15,
1998, by and between H. Wayne Huizenga and the Company, all of the outstanding
options held by H. Wayne Huizenga were canceled as of February 25, 1998 in
consideration of $1,500,000.

   The consummation of the transactions contemplated by the Merger Agreement is
subject to the satisfaction of various conditions, including, without
limitation: (i) the approval by the stockholders of Parent for the issuance of
shares of Parent Common Stock pursuant to the Merger Agreement, and (ii) the
approval of the Merger Agreement and the Merger by the shareholders of the
Company. The Company received early termination of the waiting period required
under the Hart-Scott-Rodino Antitrust Improvements Act during January 1998.

   The accompanying financial statements were prepared assuming the Company
would continue operations independently and do not anticipate adjustments which
may be required as a result of the Merger. The Merger will be accounted for
using the purchase method and as a result may impact the carrying value of
certain of the Company's assets and liabilities.

                                      F-61


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of FLUOR DANIEL GTI, Inc.

   We have audited the accompanying consolidated statement of operations and
consolidated statement of cash flows of Fluor Daniel GTI, Inc. (the Company)
for the year ended October 31, 1998. These statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statements based on our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the statements. We believe that
our audit provides a reasonable basis for our opinion.

   In our opinion, the statements referred to above present fairly, in all
material respects, the consolidated results of operations and cash flows of
Fluor Daniel GTI, Inc. for the year ended October 31, 1998 in conformity with
generally accepted accounting principles.

                                          Ernst & Young LLP

Boston, Massachusetts
November 20, 1998,
except for Note 8, as to which
the date is December 3, 1998.

                                      F-62


                             FLUOR DANIEL GTI, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                    (in thousands, except per share amounts)



                                                                        Year
                                                                        Ended
                                                                     October 31,
                                                                        1998
                                                                     -----------
                                                                  
Revenues............................................................  $200,245
Operating cost of revenues..........................................   163,382
                                                                      --------
Gross profit........................................................    36,863
Selling, general and administrative expenses........................    31,609
License and other income............................................       288
Loss on sale of company assets, net.................................      (913)
                                                                      --------
Income before investment and interest income........................     4,629
Investment and interest income, net.................................       721
                                                                      --------
Income before provision for income taxes............................     5,350
Provision for income taxes..........................................     4,261
                                                                      --------
Net income..........................................................  $  1,089
                                                                      ========
Net income per share--basic and diluted.............................  $   0.13
Weighted average shares outstanding--basic..........................     8,388
Weighted average share outstanding--diluted.........................     8,403



           See accompanying notes to partial financial presentation.

                                      F-63


                             FLUOR DANIEL GTI, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)




                                                                       Year
                                                                       Ended
                                                                    October 31,
                                                                       1998
                                                                    -----------
                                                                 
Cash flows from operating activities:
 Net income........................................................  $  1,089
 Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization....................................     3,539
  Deferred income taxes............................................       (98)
  Write-off of investment..........................................       178
  Changes in operating assets and liabilities, net of effects of
   acquisitions:
   Accounts receivable and unbilled revenues ......................     1,978
   Other current assets and prepaid expenses.......................       837
   Other assets....................................................       244
   Accounts payable................................................     3,778
   Accrued salaries and benefits...................................     1,875
   Advance billings on contract....................................        49
   Other accrued liabilities.......................................     1,851
   Income taxes payable............................................     1,889
                                                                     --------
Net cash provided for operating activities.........................    17,210
Cash flows from investing activities:
 Expenditures for property, plant and equipment....................    (5,219)
 Sale of fixed assets..............................................     3,087
 Purchase of marketable securities.................................   (16,200)
 Sale of marketable securities.....................................     9,345
 Investments in and advances to joint ventures.....................        33
                                                                     --------
Net cash used in investing activities..............................    (8,954)
Cash flows from financing activities:
 Proceeds from sale of stock under employee stock plans............       554
                                                                     --------
Net cash provided by financing activities..........................       554
                                                                     --------
Effect of exchange rate changes on cash and cash equivalents.......      (273)
                                                                     --------
Net increase in cash and cash equivalents..........................     8,537
Cash and cash equivalents at beginning of year.....................     3,588
Cash and cash equivalents at end of year...........................  $ 12,125
                                                                     ========
Supplemental disclosures of cash flow information:
 Income taxes paid.................................................  $  1,435


           See accompanying notes to partial financial presentation.

                                      F-64


                             FLUOR DANIEL GTI, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Summary of Significant Accounting Policies

   Description of Business. Fluor Daniel GTI, Inc. provides a broad range of
environmental consulting, engineering and construction management services.
These services currently focus on the assessment and remediation of
contaminated soil and groundwater using a broad range of techniques and
technologies. These services are provided separately or in combination for
customers in a variety of industries and for federal and state governments.
Accordingly, the Company operates in one industry segment.

   Basis of Presentation. As discussed in Note 8, the Company was acquired by
the IT Group, Inc. on December 3, 1998. The accompanying consolidated statement
of operations and consolidated statement of cash flows were prepared for
purposes of inclusion in an Offering Memorandum for the placement of $200
million of aggregate principal amount of Senior Subordinated Notes due 2009 to
be issued by the IT Group. These statements are not intended to be a complete
presentation of the Company's financial position. A consolidated balance sheet
and related footnotes have been purposely omitted from this presentation.

   On May 10, 1996, the Company closed a series of transactions (the "Change of
Control Transactions") pursuant to which it became a majority-owned subsidiary
of Fluor Daniel, Inc. ("Fluor Daniel"), a global construction, engineering,
maintenance and services company. In addition, the Company entered into a
Marketing Agreement with Fluor Daniel, and the Company changed its name from
"Groundwater Technology, Inc." to "Fluor Daniel GTI, Inc." to emphasize the new
relationship.

   Principles of Consolidation. The consolidated financial statements include
the accounts of Fluor Daniel GTI, Inc. and its wholly-owned subsidiaries (the
"Company"). All material intercompany transactions and accounts have been
eliminated. The Company accounts for its investments in unconsolidated
affiliated companies under the equity method.

   Translation of Foreign Currencies and Foreign Exchange Transactions. For
non-U.S. operations, the functional currency is the applicable local currency.
The translation of the functional currencies into U.S. dollars is performed for
balance sheet accounts using current exchange rates in effect at the balance
sheet date and for revenue and expense accounts using average rates of exchange
prevailing during the reporting period. Adjustments resulting from the
translation of foreign currency financial statements are accumulated in a
separate component of stockholders' equity until the entity is sold or
substantially liquidated. Gains or losses resulting from foreign currency
transactions are included in the results of operations.

   Earnings per Common Share. In 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per share. Statement 128 was effective for
the fiscal year ending October 31, 1998 and replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts have been presented to
conform to the Statement 128 requirements.

                                      F-65


                             FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following table sets forth the computation of basic and diluted earnings
per share for the year ended October 31, 1998:

                                                               
   Numerator:
     Numerator for basic and diluted earnings per share--Net
      Income........................................................  1,089,000
   Denominator:
     Denominator for basic earnings per share--weighted average
      shares........................................................  8,388,000
   Effect of dilutive employee stock options........................     15,000
                                                                     ----------
   Denominator for diluted earnings per share.......................  8,403,000
                                                                     ----------
   Basic and diluted earnings per share............................. $     0.13
                                                                     ==========

   

Options to purchase 1,164,000 shares of the company stock were excluded from
the calculation above because their effect would have been antidilutive.

   Employee Stock Plans. The Company's stock plans are accounted for under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB25), and related interpretations.

   Revenue Recognition. Revenue is recognized when services are performed.
Certain projects are accounted for on the percentage-of-completion method,
primarily based on contract costs incurred to date compared with total
estimated contract costs. Changes to total estimated contract costs and losses,
if any, are recognized in the period in which they are determined. Revenues
recognized in excess of amounts billed are classified as current assets under
unbilled revenues. Amounts billed to clients in excess of revenues recognized
to date are classified as advance billings on contracts.

   As of October 31, 1998, the Company was in the process of submitting change
orders against one of its customers of approximately $5,800,000 in excess of
the agreed contract price.

   License and Other Income. License and other income includes license and
royalty income earned on the Company's intellectual property and income from
equity investments in the environmental industry.

   Depreciation. Depreciation is calculated on the straight-line method over
the estimated useful lives of the assets. Depreciation expense for the fiscal
year ending October 31, 1998 was $2,900,000.

   Risk and Uncertainties. Credit is extended based on an evaluation of the
customer's financial condition, with terms consistent in the industry and
normally collateral is not required. Losses from credit sales are provided for
in the financial statements and have been generally within the allowance
provided. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include collectability of accounts
receivable and unbilled revenues and recovery of intangible assets and deferred
tax assets. Actual results could differ from those estimates and would impact
future results of operations and cash flows.

                                      F-66


                            FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


2. Income Taxes

   The provision for income taxes consisted of the following:



                                                                    Year Ended
                                                                   October 31,
                                                                       1998
                                                                  --------------
                                                                  (In thousands)
                                                               
   Current:
     Federal.....................................................     $3,655
     State.......................................................        727
     Foreign.....................................................         60
                                                                      ------
                                                                       4,442
   Deferred (prepaid):
     Federal.....................................................       (305)
     State.......................................................        (83)
     Foreign.....................................................        207
                                                                      ------
                                                                        (181)
                                                                      ------
                                                                      $4,261
                                                                      ======


   The provisions for income taxes were at rates other than the U.S. federal
statutory income tax rate for the following reasons:



                                                                  Year Ended
                                                                 October 31,
                                                                     1998
                                                                --------------
                                                                (In thousands)
                                                             
   U.S. federal statutory income tax rate %....................      34.0%
   State income taxes net of federal income tax benefit........       7.7
   Foreign income taxes........................................       2.4
   Meals and entertainment.....................................       2.0
   Goodwill....................................................       2.0
   Interest income exempt from federal tax.....................      (3.1)
   Non-benefitable loss on the sale of Canadian subsidiary.....       1.3
   Provision for income tax contingencies and other tax
    matters....................................................      33.3
                                                                     ----
                                                                     79.6%


   The net change in the total valuation allowance during the fiscal year
ended October 31, 1998 was $30,000.

   The Company is currently contesting issues before the Internal Revenue
Service for the tax years 1991 and 1992, primarily relating to issues of
substantiation of certain deductions. The Company has been cooperating with
the IRS to resolve these issues and is currently awaiting a report from the
IRS regarding the Company's efforts on these issues. In the opinion of
management, adequate provision has been recorded for taxes that may arise from
IRS adjustments, penalties and interest.

3. Related Parties

   The Company provides certain environmental consulting services to Fluor
Daniel and other affiliated entities. Revenues from these consulting services
have been reflected in the accompanying statements in accordance with a
Marketing Agreement (the "Agreement") signed in conjunction with the
Investment Agreement between the Company and Fluor Daniel. Under the terms of
the Agreement, affiliates are charged for

                                     F-67


                             FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

labor cost plus established multipliers on base compensation. Due to the
variable and often unpredictable nature of the Company's work load, consulting
services are provided to Fluor Daniel as conditions allow. Revenues from Fluor
Daniel and other affiliated entities were $4,184,000 for the fiscal year ended
October 31, 1998.

4. Commitments and Contingencies

   Lease Commitments. The Company leases virtually all of its facilities under
operating leases. Most of these leases have renewal options, and certain of
them require increasing rent payments over the term of the lease and payments
for additional expenses such as taxes and maintenance. One of the leases also
contains a purchase option. Additionally, the Company leases equipment and
vehicles under operating leases.

   Future minimum payments under all noncancelable leases are as follows:



                                                                  (In thousands)
                                                                  --------------
                                                               
   1999..........................................................     $3,262
   2000..........................................................      2,585
   2001..........................................................      2,097
   2002..........................................................      1,074
   2003 and thereafter...........................................        249
                                                                      ------
                                                                      $9,267
                                                                      ======


   Rent expense charged to operations was $4,658,000 for the fiscal year ended
October 31, 1998.

   Other Commitments. A substantial number of the Company's contracts with its
customers require the Company to indemnify the customer for claims, damages or
losses for personal injury or property damage relating to the Company's
performance of the contracts unless such injury or damage is solely the result
of the customer's negligent or willful acts or omissions. A number of the
insurance policies maintained by the Company for this purpose are provided
through arrangements which require the Company to indemnify the insurance
carrier for all losses and expenses under the policies and to support its
indemnity commitments with letters of credit. At October 31, 1998, such letters
of credit aggregated $7,848,155. Management believes an adequate level of
insurance coverage has been provided. The Company has guaranteed a $700,000
line of credit for Enterprise Environmental and Earthworks, Inc., an investee
accounted for under the equity method.

   Contingencies. In the ordinary course of conducting its business, the
Company becomes involved in a number of lawsuits and administrative
proceedings, including environmentally related matters. Some of these
proceedings may result in fines, penalties or judgments being assessed against
the Company which, from time to time, may have an impact on earnings for a
particular quarter. The Company does not believe that these matters,
individually or in the aggregate, will have a material adverse effect on its
operations, cash flows or financial condition.

5. Employee Benefit Plans.

   Profit Sharing Plan and Bonus Performance Plan. During the fiscal year ended
October 31, 1998, the Company had a profit sharing plan for the benefit of all
employees meeting certain minimum service requirements. The plan provided for
20% of adjusted pre-tax operating income to be distributed to employees at the
end of the fiscal year.

   The Company has bonus performance programs covering eligible employees under
which awards are made at the discretion of the Compensation Committee of the
Board of Directors. Bonus expense was approximately $1,508,000, for the fiscal
year ended October 31, 1998.

                                      F-68


                             FLUOR DANIEL GTI, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Retirement Savings Plan. The Company has a Retirement Savings Plan under
Section 401(k) of the Internal Revenue Code for the benefit of all U.S.
employees meeting certain minimum service requirements. Eligible employees may
elect to contribute to the plan up to 12% of their cash compensation, subject
to limitations established by the Internal Revenue Code. The trustees of the
plan select investment opportunities from which participants may choose to
contribute.

   The plan requires a matching contribution by the Company of 100% on the
first 1%, and 25% on the next 4% of each participant's contribution, but not
greater than the maximum allowable under the Internal Revenue Code. The Company
may also contribute a discretionary amount to the plan which may be allocated
to employees based upon employees' contributions to the plan. The Company's
matching contributions currently vest at a rate of 25% per year based upon
years of service. The Company's contributions to this plan were $949,000, for
the fiscal year ended October 31, 1998.

   The Company has various defined contribution plans covering substantially
all non-U.S. employees. The Company's contributions to these plans were
approximately $224,000 for the fiscal year ended October 31, 1998.

6. Industry Segment Information

   The Company provides a wide range of environmental services to both the
private and government sectors including scientific and engineering
applications from environmental assessment, permitting and remediation through
design and construction to operations and maintenance services. These services
are provided to a variety of different industries including petroleum,
chemical, power, pharmaceutical and others.

   In fiscal year ending October 31, 1998, no single customer accounted for
more than 10% of the Company's revenues. Income before income taxes was
$4,750,000 and $600,000 from the Company's domestic and foreign operations,
respectively.

7. Special Charges

   In the first quarter of fiscal 1998, the Company took a charge of $406,000
in other expense related to a write off for uncollectible advances made in
prior years to the current owner of the former Fluor Daniel GTI analytical
laboratory business.

   In the third quarter of fiscal 1998, the Company recorded, within other
expense, a loss on the sale of its Wichita, Kansas laboratory building of
approximately $500,000 as well as a $206,000 loss on the sale of its Canadian
subsidiary. These losses in other expense were offset by a gain of $199,000 on
the sale of the Company's Australian laboratory assets.

8. Subsequent Events

   On December 3, 1998, the Company agreed to be acquired by The IT Group, Inc.
("IT") at a per share price of $8.25. The Company became a wholly-owned
subsidiary of The IT Group, Inc. and changed its name to Groundwater
Technology, Inc.

   In connection with the Company's entry into the Acquisition Agreement and by
resolution of the company's Board of Directors, the Company's Stock Option
Plans were amended to immediately vest each non-vested stock option issued
under such plans and to exchange such options for a cash payment equal to $0.10
per share if the exercise price of the option was greater than $8.25 per share
or the difference between $8.25 per share and the respective exercise price of
each option if the exercise price of the option was less than $8.25 per share.

                                      F-69


                       REPORT OF INDEPENDENT ACCOUNTANTS

To ICF Kaiser International, Inc.

   We have audited the accompanying statement of assets acquired and
liabilities assumed of the Environment and Facilities Management Group (the EFM
Group) of ICF Kaiser International, Inc. (the Company) as of December 31, 1998,
and the related statement of operating revenue and expenses, for the year then
ended. The Statement of Assets Acquired and Liabilities Assumed and the related
Statement of Operating Revenue and Expenses (the Statements) are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the Statements based on our audit.

   We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the Statements. We believe that
our audit provides a reasonable basis for our opinion.

   As discussed in Note 1, pursuant to the terms of the Asset Purchase
Agreement dated March 8, 1999, the accompanying Statements have been prepared
solely to present the assets acquired and liabilities assumed of the EFM Group
as of December 31, 1998, and its operating revenue and expenses for the year
then ended, and are not intended to be a complete presentation of the financial
statements of the EFM Group.

   In our opinion, the Statement of Assets Acquired and Liabilities Assumed and
the Statement of Operating Revenue and Expenses referred to above present
fairly, in all material respects, the assets acquired and liabilities assumed
of the EFM Group as of December 31, 1998, and its operating revenue and
expenses for the year then ended pursuant to the Asset Purchase Agreement
referred to in Note 1, in conformity with generally accepted accounting
principles.

                                          PricewaterhouseCoopers LLP

McLean, Virginia
March 11, 1999

                                      F-70


                  ENVIRONMENT AND FACILITIES MANAGEMENT GROUP

              Statement of Assets Acquired and Liabilities Assumed
                                 (In thousands)



                                                                    December 31,
                                                                        1998
                                                                    ------------
                                                                 
Assets Acquired
Fixed Assets
 Furniture and equipment...........................................      460
  Less accumulated depreciation....................................     (225)
                                                                       -----
                                                                         235
Other Assets
 Investments in and advances to affiliates.........................      155
                                                                       -----
    Total assets acquired..........................................      390
Liabilities Assumed
Current Liabilities
 Accrued vacation..................................................      778
                                                                       -----
    Total liabilities assumed......................................      778
                                                                       -----
Commitments and Contingencies
Deficit of Assets Acquired
 Over Liabilities Assumed..........................................    $(388)
                                                                       =====





                       See notes to financial statements

                                      F-71


                  ENVIRONMENT AND FACILITIES MANAGEMENT GROUP

                  STATEMENT OF OPERATING REVENUE AND EXPENSES
                                 (In thousands)



                                                                     Year Ended
                                                                    December 31,
                                                                        1998
                                                                    ------------
                                                                 
Gross Revenue
 Third parties.....................................................   $104,085
 Related parties...................................................      1,221
 Equity in income of joint ventures................................        600
                                                                      --------
                                                                       105,906
                                                                      --------
Operating Expenses
 Subcontract and direct material costs.............................     53,362
 Direct labor and fringe benefits..................................     26,553
 Group overhead....................................................     18,863
 Related parties...................................................        945
 Depreciation and amortization.....................................         58
                                                                      --------
                                                                        99,781
                                                                      --------
Operating Income...................................................   $  6,125
                                                                      ========





                       See notes to financial statements

                                      F-72


                          NOTES TO THE STATEMENTS FOR
                THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP


1. Basis of Presentation

   The Environment and Facilities Management Group (the EFM Group) of ICF
Kaiser International, Inc (the Company) performs contracts for the oversight of
major program management and technical support activities for U.S. government
agencies, as well as private-sector environmental clients. Client contracts
generally fall into two categories, either environmental remediation, which
covers the spectrum of environmental consulting, characterization, remediation,
design, and construction or facilities management, which involves engineering,
environmental operations, and architecture.

   The EFM Group is not a legal entity and the assets and liabilities
associated with the EFM Group are components of the larger business and other
legal entities of the Company. As a result, while separate financial
information is maintained for the EFM Group's operating revenue and operating
expenses as well as for certain of its asset and liability balances, no
complete set of separate financial statements is prepared or maintained. The
accompanying statements are presented pursuant to the terms of an Asset
Purchase Agreement dated March 8, 1999 between the Company and The IT Group,
Inc. (IT). The statements present the operating revenue and expenses of the EFM
Group for the year ended December 31, 1998, as well as the balances on December
31, 1998 of assets and liabilities that are subject to acquisition. This
information is not intended to be a complete presentation of the financial
statements of the EFM Group.

   The accompanying statements have been prepared from the historical
accounting records of the Company and do not purport to reflect the assets and
liabilities or results of operations that would have resulted if the EFM Group
had operated as an unaffiliated independent company. The financial information
presented herein is based on the Company's historical costs and does not give
consideration to the adjustments that may result from acquisition by IT. Since
only certain assets and liabilities are subject to acquisition, a statement of
cash flows for the EFM Group is not applicable.

   Certain expenses incurred by the Company, directly on behalf of the EFM
Group have been allocated to the EFM Group on various bases (See Note 8),
which, in the opinion of management, are reasonable. However, such allocated
expenses are not necessarily indicative of the EFM Group results had it been
operated as a separate company. Additionally, it is not practicable for
management to estimate the level of such expenses which might have been
incurred had the EFM Group been operated on a stand-alone basis for the year
ended December 31, 1998.

   The accompanying Statement of Operating Revenue and Expenses does not
include allocations of the Company's overhead and general and administrative
expenses, which did not directly benefit the operations of the EFM Group.
Additionally, interest expense and income tax expense were not allocated to the
EFM Group as it is impracticable to arbitrarily allocate such expenses on a
retroactive basis.

2. Summary of Significant Accounting Policies

   Principles of Consolidation: The Statement of Assets Acquired and
Liabilities Assumed and Statement of Operating Revenue and Expenses of the
Environment and Facilities Management Group of the Company are comprised of
several wholly-owned legal entities and investments as well as certain selected
assets, liabilities and operations of another of the Company's subsidiaries.
Investments in unconsolidated joint ventures and affiliated companies are
accounted for using the equity method. The difference between the cost of joint
venture investments and the EFM Group's underlying equity is amortized on a
straight-line basis over the estimated lives of the related investments. All
significant intercompany balances and transactions within the EFM Group have
been eliminated.

   Use of Estimates: The preparation of these statements requires management to
make estimates and assumptions about the amounts that affect the reported
amounts of assets at the date of the statements and the

                                      F-73


                          NOTES TO THE STATEMENTS FOR
          THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP--(Continued)

reported amounts of operating revenue and expenses during the reporting period.
Actual results may differ from those estimates.

   Revenue Recognition: The EFM Group's revenue is derived principally from
long- term contracts of various types. Revenue on time-and-materials contracts
is recognized based on actual hours delivered times the contracted hourly
billing rate, plus the costs incurred for any materials. Revenue on fixed-
priced contracts is recognized using the percentage-of-completion method and is
comprised of the portion of expected total contract earnings represented by
actual costs incurred to date as a percentage of the contract's total estimated
costs at completion. Revenue on cost-reimbursable contracts is recognized to
the extent of costs incurred plus a proportionate amount of the contracted fee.
Certain cost-reimbursable contracts also include provisions for earning
performance-based incentive fees. Such incentive fees are included in revenue
at the time the amounts can be reasonably determined. Provisions for
anticipated contract losses are recognized at the time they become estimable.

   Fixed Assets: Furniture and equipment are carried at cost and are
depreciated using the straight-line method over their estimated useful lives,
ranging from three to ten years.

3. Investments in Affiliates

   The EFM Group has ownership interests in certain unconsolidated corporate
joint ventures. The EFM Group's net investments in and advances to these
corporate joint ventures totaled $155,000 at December 31, 1998. The ownership
percentages range from 20% to 50%. The EFM Group's share of the joint ventures'
operating results is reflected in the Statement of Operating Revenue and
Expense.

4. Contingencies and Commitments

   In the course of the EFM Group's normal business activities:

  .  various claims or charges may be asserted and litigation commenced
     against the EFM Group arising from or related to properties, injuries to
     persons, and breaches of contract;

  .  the EFM Group may from time to time, either individually or in
     conjunction with other government contractors operating in similar types
     of businesses, be involved in U.S. government investigations for alleged
     violations of procurement regulations or other federal laws and
     regulations; and lastly, since

  .  the EFM Group has a substantial number of cost reimbursement contracts
     with the U.S. government, the costs to execute such contracts will be
     subject to audit by the U.S. government.

   Any potential amounts claimed in the future, resulting from the risks
identified above, may not bear any reasonable relationship to the merits of
potential claims, final court awards, or investigation and audit results. No
provision has been included in these financial statements for any final results
that might be rendered against the EFM Group for any claims or matters existing
prior to December 31, 1998, because the Company has retained the risk of such
claims and contingencies.

   One of the EFM Group subsidiaries, ICF Kaiser Remediation Company, along
with eleven of the Company's other subsidiaries, is a guarantor of the
Company's senior and subordinated indebtedness. This indebtedness consists of
$15 million and $125 million, respectively, of 12% notes due in 2003. As a
condition precedent to closing the sale transaction with IT (See Note 1), the
Company will need to secure the release of ICF Kaiser Remediation Company as a
guarantor to such indebtedness.


                                      F-74


                          NOTES TO THE STATEMENTS FOR
          THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP--(Continued)

5. Lease Commitments

   Future minimum payments on noncancelable operating leases, subject to
acquisition by IT, for office space and equipment with initial or remaining
terms in excess of one year were as follows at December 31, 1998 (in
thousands):

                                                                    
   1999.................................................................. $4,138
   2000..................................................................  2,548
   2001..................................................................  1,257
   2002..................................................................    350
   2003..................................................................    285
   Thereafter............................................................    320
                                                                          ------
                                                                          $8,898
                                                                          ======

   

   The total rent expense, included in Group Overhead in the accompanying
Statement of Operating Revenue and Expenses, for all of the acquired and
nonacquired EFM operating leases was $2,245,000 for the year ended December 31,
1998.

6. Employee Benefit Plans

   The EFM Group's employees, meeting minimum length of service requirements,
participate in most of the Company's benefit plans. These plans included a
defined contribution retirement plan that provide for contributions by the
Company based on a percentage of covered compensation and a 401(k) Plan that
allows employees to defer portions of their salary, subject to certain
limitations, and receive a matching component from the Company. The total
expense charged to the EFM Group for these plans was $1,387,000 for the year
ended December 31, 1998.

7. Business Segment and Major Customers

   Business Segment: The EFM Group operates predominantly in one industry in
which it oversees major program and technical support contracts for U.S.
government agencies, particularly the U.S. Departments of Energy (DOE) and
Defense (DOD), as well as for private-sector environmental concerns.

   Major Customers: All of EFM Group's revenues are derived from customers
within the United States. Gross revenues for the year ended December 31, 1998
from various contracts with the U.S. Department of Energy and U.S. Department
of Defense were $13,049,000 and $61,489,000, respectively.

8. Allocations

   The Company allocated costs for certain services provided on behalf of the
EFM Group which are included in the accompanying statements for the EFM Group.

   General Services costs: The EFM Group uses office space, telecommunication
services and other office related items that are leased or purchased by the
Company. The Company allocates these costs ("location allocation") back to the
EFM Group based on dedicated square feet occupied by the EFM Group. Rent
expense, net of sublease income, allocated to the EFM Group totaled $2,011,000
for the year ended December 31, 1998. Additionally, the Company allocated the
EFM Group (as part of the "location allocation") other facility related
expenses such as, utilities, property taxes, furniture and office equipment
expense, telecommunications costs, office supplies, purchasing and facilities
management. The allocation basis for these other facility related costs is also
based on dedicated square feet occupied by the EFM Group. These other

                                      F-75


                          NOTES TO THE STATEMENTS FOR
          THE ENVIRONMENT AND FACILITIES MANAGEMENT GROUP--(Continued)

facility related costs allocated to the EFM Group totaled $2,391,000 for the
year ended December 31, 1998. Lastly, the EFM Group used computers that were
leased by the Company and derived computing and network management services
from the Company. The costs allocated to the EFM Group, based on direct usage
of leased computer equipment, for the technology services totaled $1,239,000
for the year ended December 31, 1998. All of these allocated costs are included
in Group Overhead in the Statement of Operating Revenue and Expenses.

   Depreciation expense: The EFM Group shares in certain fixed assets
maintained by the Company, primarily capitalized software costs and software
licenses. The Company allocated $58,000 in depreciation and amortization
expense related to the use of such assets during the year ended December 31,
1998.

   In the opinion of management, these allocations of operating expenses were
made on a reasonable basis. However, such expenses are not necessarily
indicative of the level of expenses which might have been incurred had the EFM
Group been operated as a separate company.

                                      F-76


                                AUDITORS' REPORT

To the Directors of Roche ltee, Groupe conseil

   We have audited the consolidated balance sheets of ROCHE LTEE, GROUPE
CONSEIL as at December 31, 1998, 1997 and 1996 and the consolidated statements
of operations, stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

   We conducted our audits in accordance with generally accepted auditing
standards in Canada. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

   In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the corporation as at December
31, 1998, 1997 and 1996 and the results of its operations and the changes in
its financial position for the years then ended in accordance with generally
accepted accounting principles in the United States of America.

   On February 22, 1999, we reported separately to the stockholders of Roche
ltee, Groupe conseil on the same consolidated financial statements for the 1998
and 1997 periods (March 14, 1997 for 1996), prepared in accordance with
generally accepted accounting principles in Canada.

Mallette Maheu
General Partnership
Chartered Accountants

Quebec City, Canada
February 22, 1999

                                      F-77


                           ROCHE LTEE, GROUPE CONSEIL

                           CONSOLIDATED BALANCE SHEET



                                                      December 31,
                                              -------------------------------
                                                1998       1997       1996
                                              ---------  ---------  ---------
                                              (in thousands of US dollars)
                                                           
                     ASSETS
   CURRENT ASSETS
     Cash and short-term investments......... $     587  $     905  $     721
     Accounts receivable (note 4)............     6,783      8,891     11,018
     Income taxes receivable (note 2)........     1,182      1,021      1,958
     Contracts in process....................     3,682      5,050      6,375
     Prepaid expenses........................       398        761        336
     Future income taxes.....................        --        208        159
                                              ---------  ---------  ---------
                                                 12,632     16,836     20,567
   INVESTMENTS (note 5)......................     3,175      4,190      4,435
   FIXED ASSETS (note 6).....................     1,805      2,150      2,442
   FUTURE INCOME TAXES.......................       907         --         --
   GOODWILL..................................        43         56        176
                                              ---------  ---------  ---------
                                                $18,562    $23,232    $27,620
                                              =========  =========  =========
                  LIABILITIES
   CURRENT LIABILITIES
     Bank loan (note 7)...................... $     887  $     734  $   1,503
     Accounts payable (note 8)...............    11,143     12,619     12,949
     Current portion of long-term debt (note
      9).....................................       114        119        214
     Deferred revenues.......................     1,690      1,185      1,801
     Future income taxes.....................       110         --         --
                                              ---------  ---------  ---------
                                                 13,944     14,657     16,467
   LONG-TERM DEBT (note 9)...................       599        730        736
   FUTURE INCOME TAXES.......................        --         21         --
   MINORITY INTEREST.........................        65         12         77
                                              ---------  ---------  ---------
                                                 14,608     15,420     17,280
                                              ---------  ---------  ---------
   STOCKHOLDERS' EQUITY
     Capital stock (note 10).................         7          7          7
     Retained earnings.......................     4,772      8,220     10,385
     Exchange adjustments....................      (825)      (415)       (52)
                                              ---------  ---------  ---------
                                                  3,954      7,812     10,340
                                              ---------  ---------  ---------
                                                $18,562    $23,232    $27,620
                                              =========  =========  =========
   COMMITMENTS AND CONTINGENCIES (note 12)


                                      F-78


                           ROCHE LTEE, GROUPE CONSEIL

                     CONSOLIDATED STATEMENTS OF OPERATIONS



                                                Years ended December 31,
                                              -------------------------------
                                                1998       1997       1996
                                              ---------  ---------  ---------
                                              (in thousands of US dollars)
                                                           
   GROSS REVENUES............................ $  28,250  $  49,829  $  44,488
   DIRECT COSTS (schedule A).................    16,925     36,082     30,593
                                              ---------  ---------  ---------
   GROSS PROFIT..............................    11,325     13,747     13,895
                                              ---------  ---------  ---------
   OTHER OPERATING EXPENSES
     Selling (schedule B)....................     1,823      1,855      2,042
     Administrative (schedule C).............     9,738     11,379     12,173
                                              ---------  ---------  ---------
                                                 11,561     13,234     14,215
                                              ---------  ---------  ---------
   INCOME (LOSS) FROM OPERATIONS.............      (236)       513       (320)
   FINANCIAL EXPENSES (schedule D)...........       271        323        197
   OTHER EXPENSES (schedule E)...............     4,575      2,737      1,331
                                              ---------  ---------  ---------
   LOSS BEFORE INCOME TAXES AND MINORITY
    INTEREST.................................    (5,082)    (2,547)    (1,848)
                                              ---------  ---------  ---------
   INCOME TAXES
     Recoverable.............................      (989)      (423)    (1,315)
     Future..................................      (660)        42        743
                                              ---------  ---------  ---------
                                                 (1,649)      (381)      (572)
                                              ---------  ---------  ---------
   LOSS BEFORE SHARE OF MINORITY INTEREST....    (3,433)    (2,166)    (1,276)
   MINORITY INTEREST.........................       (15)         1          1
                                              ---------  ---------  ---------
   NET LOSS.................................. $  (3,448) $  (2,165) $  (1,275)
                                              =========  =========  =========


                                      F-79


                           ROCHE LTEE, GROUPE CONSEIL

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY




                             Years ended December 31, 1998, 1997 and 1996
                             ------------------------------------------------------
                              Capital    Retained         Exchange
                               stock     earnings       adjustments      Total
                             ---------- ------------   --------------- ------------
                                     (in thousands of US dollars)
                                                           
   BALANCE RESTATED AT
    DECEMBER 31, 1995......    $      7 $     13,056      $        --  $     13,063
     Net loss..............          --       (1,275)              --        (1,275)
     Exchange adjustments..          --           --              (52)          (52)
     Dividends.............          --       (1,396)              --        (1,396)
                               -------- ------------      -----------  ------------
   BALANCE AT DECEMBER 31,
    1996...................           7       10,385              (52)       10,340
     Net loss..............          --       (2,165)              --        (2,165)
     Exchange adjustments..          --           --             (363)         (363)
                               -------- ------------      -----------  ------------
   BALANCE AT DECEMBER 31,
    1997...................           7        8,220             (415)        7,812
     Net loss..............          --       (3,448)              --        (3,448)
     Exchange adjustments..          --           --             (410)         (410)
                               -------- ------------      -----------  ------------
   BALANCE AT DECEMBER 31,
    1998...................    $      7 $      4,772           $ (825) $      3,954
                               ======== ============      ===========  ============



                                      F-80


                           ROCHE LTEE, GROUPE CONSEIL

                      CONSOLIDATED STATEMENTS OF CASH FLOW



                                                 Years ended December 31,
                                               -------------------------------
                                                 1998       1997       1996
                                               ---------  ---------  ---------
                                               (in thousands of US dollars)
                                                            
   OPERATING ACTIVITIES
     Net loss................................  $  (3,448) $  (2,165) $  (1,275)
     Operating items not involving cash (note
      11)....................................        276      1,980      4,092
                                               ---------  ---------  ---------
                                                  (3,172)      (185)     2,817
     Changes in non-cash operating working
      capital items (note 11)................      2,707      1,419     (6,737)
                                               ---------  ---------  ---------
                                                    (465)     1,234     (3,920)
                                               ---------  ---------  ---------
   FINANCING ACTIVITIES
     Short-term financing....................        153       (769)     1,503
     Long-term financing.....................         53        169        461
     Repayment of long-term debt.............       (132)      (230)      (796)
     Redemption of non-controlling
      stockholders...........................         --        (62)        --
     Excluded net assets under the S.P.A.....         30        (38)       144
                                               ---------  ---------  ---------
                                                     104       (930)     1,312
                                               ---------  ---------  ---------
   INVESTING ACTIVITIES
     Acquisition of fixed assets.............       (207)      (322)      (271)
     Proceeds from disposal of fixed assets..         73         39         55
     Short-term investments..................        (82)       620      2,726
     Acquisition of investments..............       (492)    (1,148)      (402)
     Proceeds from investments...............        669      1,311        225
                                               ---------  ---------  ---------
                                                     (39)       500      2,333
                                               ---------  ---------  ---------
   NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS..............................       (400)       804       (275)
   CASH AND CASH EQUIVALENTS AT BEGINNING OF
    YEAR.....................................        905        101        376
                                               ---------  ---------  ---------
   CASH AND CASH EQUIVALENTS AT END OF YEAR..  $     505  $     905  $     101
                                               =========  =========  =========
   Cash and cash equivalents consist of:
   Cash......................................       $385       $904       $101
   Term deposits.............................        297          1         --
   Bank overdraft............................       (177)        --         --
                                               ---------  ---------  ---------
                                               $     505  $     905  $     101
                                               =========  =========  =========


                                      F-81


                           ROCHE LTEE, GROUPE CONSEIL

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Statutes of Incorporation and Nature of Activities

   The corporation, incorporated under the Canada Business Corporations Act, is
a wholly-owned subsidiary of Corporoche Canada Inc.

   It is an integrated multidisciplinary firm that offers through its
subsidiaries services of studies, engineering and construction, projects'
management and supplying. These professional services cover most of the
specialties of engineering and many related activities of applied sciences.

2. Important Subsequent Event

   On February 5, 1999, the shareholders of Corporoche Canada inc. (hereafter
the "share vendors"), the parent corporation of Roche ltee, Groupe conseil, IT
Holdings Canada Inc. and The IT Group Inc., a public corporation in the United
States of America, signed a share purchase agreement (S.P.A.) committing the
share vendors to realize a corporate reorganization that will allow certain
assets, as described in the next paragraph, to be excluded from the
transaction. Following the reorganisation, the share vendors will dispose of
all shares of Roche ltee, Groupe conseil that they will then own.

   The assets of Roche ltee, Groupe conseil excluded from the transaction under
the S.P.A. will be transferred, prior to the transaction, to a new corporation
to be owned by the share vendors. The investments of Roche ltee, Groupe conseil
in Solutions technologiques internationales STI inc., in Societe immobiliere
Metroplan, societe en commandite, in 2758-3525 Quebec inc. and in 174878 Canada
inc. and the related future income taxes have been aggregated and reclassified
in Investments as "Excluded net assets under the S.P.A.". In addition, the
long-term debt payable to the limited partners of Societe immobiliere
Metroplan, societe en commandite has been reclassified with the Excluded net
assets under the S.P.A. as this debt will be transferred to the new
corporation. Finally, as the pension plan has been terminated prior to the
transaction, the deferred pension costs and the related future income taxes
have been reclassified as Excluded net assets under the S.P.A.

   A portion of the initial payment of the purchase price, that shall be
received no later than March 31, 1999, will be allocated to the settlement of
the engagements related to the RBW Group joint venture, as set out in note 12,
which will improve the corporation's working capital by an amount of
approximately $5,200,000.

   The corporation has accounted for a tax benefit related to the RBW Group
project. This tax benefit of $1,174,000, is reserved to redeem a part of
Corporoche Canada inc. share capital.

   To conclude the transaction, two conditions still have to be met: i)
shareholders of Corporoche Canada inc. shall unanimously agree to dispose of
their shares; ii) the corporation shall conduct its business in the ordinary
course and in a manner consistent with past practices. In corporation's
management opinion, these conditions will be respected and the transaction will
be concluded.

3. Significant Accounting Policies

Basis of presentation

   The consolidated financial statements of the corporation have been prepared
in accordance with generally accepted accounting principles in the United
States of America.

Basis of consolidation

   The consolidated financial statements include the accounts of the
corporation and its wholly-owned and majority-owned subsidiaries. The
corporation use the equity method to account for investments in corporations

                                      F-82


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

subject to significant influence, limited partnerships, joint ventures and a
real estate venture. All significant intercompany balances and transactions are
eliminated in consolidation and in measuring the investments accounted for
using the equity method and the related earnings. Other investments are
accounted for at cost.

   The consolidated subsidiaries are as follows:

  .  A.C.T. International inc.                                           80.0%
  .  CFCL Roche inc.                                                    100.0%
  .  Evimbec ltee                                                        97.5%
   (and its subsidiaries, Evaluation J.M. Fournier inc.,
   100.0% and Chevalier Hughes & Ass. (1992) inc., 100.0%)
  .  Impressions Integrales inc.                                        100.0%
  .  Les Consultants en environnement Argus 2000 inc.                   100.0%
  .  Roche Construction inc.                                            100.0%
  .  Roche Gestion services publics inc.                                 70.0%
  .  Roche International inc.                                           100.0%
  .  Rosaire Despres et associes inc.                                   100.0%
           (and its subsidiary, Groupe-conseil Forchemex inc., 70.0%)
  .  Soderoc Developpement ltee                                         100.0%

   The investments accounted for using the equity method are as follows:

   Corporations subject to significant influence

  .  Consortium BPA/Roche inc.                                           50.0%
  .  Consortium GLD-Roche inc.                                           50.0%
  .  Consultants BPR/Roche inc.                                          50.0%
  .  Groupe-conseil TDA inc.                                             36.4%
  .  Poly-Energie inc.                                                   50.0%
  .  Nouvelle technologie (Tekno) inc.                                   33.3%
  .  LID Experts Conseil (2000) inc.                                     50.0%
  .  Les Consultants Roche/Deluc ltee                                    50.0%
  .  2644-0958 Quebec inc. (Energie Conseil inc.)                        50.0%
  .  Groupe-conseil Saguenay inc.                                        29.8%
  .  Ressau Groupe conseil inc.                                          50.0%
  .  Canora Brunei Environnement Ltd                                     36.7%
  .  Pluritec ltee                                                       50.0%
  .  Plaveco Gerance ltee                                                40.0%

   Limited partnership

  .  Place du Commerce                                                   50.0%

   Joint ventures

  .  Consortium Burmex/Regie/Roche                                       43.0%
  .  Consortium Dmitrov                                                  30.0%
  .  Consortium DPA/Roche                                                50.0%
  .  Consortium Dupont-Desmeules/Roche                                   48.0%
  .  Consortium PCRB                                                     24.0%

                                      F-83


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

  .  Consortium Roche/BPR                                                50.0%
  .  Consortium Roche/BPR (Saint-Raymond)                                60.0%
  .  Consortium Roche/BPR (SEBJ)                                         60.0%
  .  Consortium Roche/BPR/Solivar                                        42.0%
  .  Consortium Roche/Cegir II                                           50.0%
  .  Consortium Roche/Deloitte/Sirtec                                    25.0%
  .  Consortium Roche/Lavalin                                            50.0%
  .  Consortium Roche/Uma/Intelec                                        80.0%
  .  Consortium Tecsult/Roche                                            50.0%
  .  Consortium Vaughan/Roche/EVS                                        42.5%
  .  RBW Group                                                           50.0%
  .  RTCS Group                                                          50.0%
  .  Societe Sert/Roche (Burkina)                                        80.0%

   Real estate venture

  .  Megacentre Laurentien                                                5.0%

Use of estimates

   The preparation of consolidated financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingencies at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

   Contract accounting and contracts in process

   The corporation performs its services under time-and-material and cost-
reimbursement, fixed-price and unit-bid contracts. Revenues from time-and-
material and cost-reimbursement contracts are recognized as costs are incurred.
Revenues from fixed-price and unit-bid contracts are recognized under the
percentage of completion method, computed using the ratio of total costs
incurred to date to total estimated costs at completion. When a terminal loss
on a contract is anticipated, the total estimated amount of loss is accounted
for as an expense of the period.

   Contracts in process typically represents amounts earned under the
corporation's contracts but not billable according to the contracts terms,
which usually consider the passage of time, achievement of certain milestones
or completion of the projects. Contracts in process is valued at lesser of
invoiced value or net realizable value and are expected to be billed and
collected in the subsequent reporting year.

   Fixed assets

   Fixed assets are accounted for at cost.

   Depreciation is based on their estimated useful lives using the following
methods and rates:



                                        Methods          Rates
                                   ----------------- --------------
                                               
   Buildings                       Declining balance 4%
                                   Straight-line     2.5%
   Furniture, tools and equipment  Declining balance 15% and 20%
   Computer hardware               Declining balance 30%
   Computer software               Straight-line     25% and 33.33%
   Leasehold improvements          Straight-line     10%
   Vehicles                        Declining balance 30%



                                      F-84


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Goodwill

   Goodwill is valued at cost and amortized over its estimated useful life
using the straight-line method over terms not exceeding ten years.

Income taxes

   Income taxes are accounted for using the future income taxes method. Under
this method, future income taxes are recognized whenever recovery or settlement
of the carrying amount of an asset or liability would result in future income
tax outflow or reduction.

Cash and cash equivalents

   Cash and cash equivalents include cash, bank overdraft representing
outstanding cheques and highly liquid financial instruments with an original
maturity of three months or less.

4. Accounts Receivable


                                                    1998      1997       1996
                                                  --------- --------- ----------
                                                   (in thousands of US dollars)
                                                             
   Trade.........................................    $4,084    $5,916 $    7,001
   Affiliates....................................     2,298     2,000      3,507
   Retainage.....................................       254       294        341
   Other.........................................       147       681        169
                                                  --------- --------- ----------
                                                     $6,783    $8,891    $11,018
                                                  ========= ========= ==========


5. Investments


                                                   1998      1997      1996
                                                 --------- --------- ---------
                                                 (in thousands of US dollars)
                                                            
   Excluded net assets under the S.P.A.......... $     504 $   1,119 $     787
   Corporations subject to significant
    influence...................................     1,520     1,807     2,120
   Limited partnerships.........................       303       382       414
   Joint ventures...............................       198       192       582
   Real estate venture..........................       370       390       403
   Shares of private corporations...............       194       208        33
   Other........................................        86        92        96
                                                 --------- --------- ---------
                                                    $3,175    $4,190    $4,435
                                                 ========= ========= =========


6. Fixed Assets



                                                  1998             1997   1996
                                       -------------------------- ------ ------
                                              Accumulated   Net    Net    Net
                                        Cost  depreciation value  value  value
                                       ------ ------------ ------ ------ ------
                                             (in thousands of US dollars)
                                                          
   Land............................... $  151    $   --    $  151 $  162 $  140
   Buildings..........................    743       150       593    662    631
   Furniture, tools and equipment.....  2,150     1,654       496    556    786
   Computer...........................  1,650     1,430       220    292    316
   Leasehold improvements.............  1,050       715       335    473    558
   Vehicles...........................     15         5        10      5     11
                                       ------    ------    ------ ------ ------
                                       $5,759    $3,954    $1,805 $2,150 $2,442
                                       ======    ======    ====== ====== ======


   Maintenance and repairs are expensed as incurred.

                                      F-85


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. Bank Loan

   The bank loan at December 31, 1998, authorized for an amount of $5,283,000
at the prime rate plus 1/2%, is secured by a mortgage without depossession on
receivables and a mortgage of $13,239,000 on non-pledged present and future
assets.

   Under the terms of its bank loan agreement, the corporation must satisfy
certain covenants as to certain minimum financial ratios and must also satisfy
certain conditions prior to the payment of dividends.

   At December 31, 1998, the corporation does not meet all of these
obligations.

8. Accounts Payable


                                                    1998      1997      1996
                                                  --------- --------- ---------
                                                  (in thousands of US dollars)
                                                             
   Trade......................................... $   2,956 $   4,305 $   7,382
   Affiliates....................................     5,719     4,547     2,438
   Retainage.....................................        52       832       771
   Salaries and accrued vacation.................     1,528     1,351     1,460
   Withholding taxes, taxes and contributions....       608       654       716
   Clients' deposits.............................       280       930       182
                                                  --------- --------- ---------
                                                    $11,143   $12,619   $12,949
                                                  ========= ========= =========


9. Long-Term Debt



                                                     1998      1997      1996
                                                   --------- --------- ---------
                                                   (in thousands of US dollars)
                                                              
   Loans secured by mortgages on land and
    buildings at rates ranging from 6.5% to 8.0%,
    maturing from 2009 to 2016...................       $588      $653      $637
   Other loans, variable rates, maturing from
    1997 to 2001.................................        125       196       313
                                                   --------- --------- ---------
                                                         713       849       950
   Current portion...............................        114       119       214
                                                   --------- --------- ---------
                                                        $599      $730      $736
                                                   ========= ========= =========


   Long-term debt principal repayments to be made during the next five years
are as follows:



            1999--
             $114,000      2002--$32,000
                        
            2000--$61,000  2003--$32,000
            2001--$28,000


10. Capital Stock

   Authorized

     Unlimited number of Class A voting, participating shares, without par
  value

     Unlimited number of Classes B, D and E shares, without par value,
  preferential non-cumulative fixed trimestrial dividend of 2%, redeemable at
  the price paid


                                      F-86


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

     Unlimited number of Class C shares, without par value, preferential non-
  cumulative fixed trimestrial dividend of 2%, redeemable at the price paid
  plus a premium determined at issue date

     Unlimited number of Class F shares, without par value, giving right to a
  dividend from the capital dividend account of life insurance policies,
  redeemable at the price paid



                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                (in thousands of US dollars)
                                                             
   Issued
     9,290 Class A shares......................        $7         $7         $7
                                                =========  =========  =========


11. Additional Information to the Statements of Cash Flows



                                                1998       1997        1996
                                              ---------  ---------  ----------
                                               (in thousands of US dollars)
                                                           
Items not involving cash
  Depreciation............................... $     386  $     460  $      549
  Future income taxes........................      (660)        42         743
  Loss (gain) on disposal of fixed assets....       (22)        53          13
  Loss (gain) on sale of investments.........        42       (194)         --
  Share of net earnings and losses of joint
   ventures..................................        81      2,119       3,467
  Share of net earnings of limited
   partnerships..............................       (46)       (34)         --
  Share of net earnings of corporations
   subject to significant influence..........        21        (55)       (150)
  Minority interest..........................        15         (1)         (1)
  Share of net earnings of real estate
   venture...................................       (29)       (30)        (10)
  Loss (revenue) from the excluded net assets
   under the S.P.A...........................       526        (83)       (121)
  Exchange adjustements......................       (38)      (297)       (398)
                                              ---------  ---------  ----------
                                              $     276  $   1,980  $    4,092
                                              =========  =========  ==========
Changes in non-cash working capital items
  Accounts receivable........................    $2,108     $2,127  $     (288)
  Contracts in process.......................     1,368      1,325        (793)
  Prepaid expenses...........................       363       (425)        (67)
  Accounts payable...........................    (1,476)    (1,929)     (2,692)
  Deferred revenues..........................       505       (616)        (39)
  Income taxes receivable....................      (161)       937      (2,858)
                                              ---------  ---------  ----------
                                                 $2,707     $1,419     $(6,737)
                                              =========  =========  ==========


12. Commitments and Contingencies

Leases

   The corporation has lease commitments for terms originally ranging from two
to ten years. Total minimum rent payable is $9,770,000. At December 31, 1998,
the value of these commitments is $2,457,000 and minimum payments payable over
the next three years are as follows:

                                                              
   1999 --                                                          $1,107,000
   2000 --                                                          $  986,000
   2001 --                                                          $  364,000

   


                                      F-87


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Letters of surety and bonds

   At December 31, 1998 the corporation has signed letters of surety amounting
to $1,353,000 in favor of organizations working in foreign countries. The
maturing dates range from 1999 to 2002.

RBW Group settlement

   During the year ended December 31, 1998, the joint venture RBW Group, in
which the corporation was a 50% venturer, reached final agreements with its
client and major sub-contractors and vendors. The effects of those agreements
as well as all the other costs related to the completion of the joint venture
project are considered in the herein financial statements. The 1998 statement
of operations includes the corporation's share of the loss incurred by RBW
Group of approximately $4,218,000, including a bad debt expense of
approximately $2,448,000 on accounts receivable from RBW Group (1997--
$3,128,000, including bad debts for $962,000; 1996--$2,682,000 including bad
debts for $378,000). The corporations earnings also include direct and overhead
costs associated to the RBW Group project.

   In February 1999, the venturers' insurance companies paid an amount of $
6,500,000, to a creditor of RBW Group to settle this sub-contractor's claims
against the corporation and the joint venture. An amount of $4,900,000 shall be
reimbursed by the corporation, no later than March 31, 1999 with the cash to be
injected by the purchaser of Roche ltee, Groupe conseil as discussed in note 2,
in accordance with the S.P.A. terms and the promissory notes issued by the
purchaser. This amount is included in the provision recorded as at December 31,
1998. The corporation has no further obligations with regards to the other
$1,600,000 paid by one of the insurers.

   In the event that the corporation is unable to reimburse the $4,900,000 to
the insurance companies on March 31, 1999, the terms and conditions of the
repayment will have to be negotiated between the corporation's management and
the insurance companies.

   Under the S.P.A., any liabilities arising from the RBW Group joint venture
that may have not been sufficiently provisioned for as at December 31, 1998
will be supported by the share vendors.

13. Related Party Transactions

   During the year, the corporation has concluded the following transactions
with affiliated corporations. The transactions with these affiliates are as
follows:



                                                     1998      1997      1996
                                                   --------- --------- ---------
                                                   (in thousands of US dollars)
                                                              
Gross revenues
  Professional services...........................    $1,762    $4,577    $3,529
Administrative expenses
  Professional fees...............................     1,216     1,538     1,585


   These transactions are carried in the ordinary course of business and are
measured at the exchange amount.

                                      F-88


                           ROCHE LTEE, GROUPE CONSEIL

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                        December 31, 1998, 1997 and 1996

14. Information About Investments Accounted for Using the Equity Method

   The corporation has an important investment in the joint venture RBW Group,
accounted for using the equity method. Summarized financial information about
the financial statements of this investment is as follows:



                                                     1998     1997      1996
                                                   ------------------ ---------
                                                   (in thousands of US dollars)
                                                             
   RBW Group
   Assets, all of which are current............... $  1,647 $   5,719 $   8,721
   Liabilities, all of which are current..........    6,834    14,057    12,457
   Revenues.......................................       --     5,623    85,737
   Expenses.......................................    1,771     9,954    89,150
   Net loss.......................................    1,771     4,331     4,013


   The corporation has a 50% interest in this joint venture but has accounted
for more than its share of the losses as the other venturer was not able to
bear its share.

15. Uncertainty Due to the Year 2000 Issue

   Most entities depend on computerized systems and therefore are exposed to
the Year 2000 conversion risk, which, if not properly addressed, could affect
an entity's ability to conduct normal business operations. Management is
addressing this issue, however, given the nature of this risk, it is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
corporation and those with whom it deals such as clients, suppliers or other
third parties, will be fully resolved without adverse impact on the
corporation's operation.

16. Comparative Figures

   Certain comparative figures have been reclassified to conform with the
presentation used in the current year.

                                      F-89


                           ROCHE LTEE, GROUPE CONSEIL

                      SCHEDULES A AND B--OTHER INFORMATION
                        December 31, 1998, 1997 and 1996


A. Direct Costs



                                                  Years ended December 31,
                                                -------------------------------
                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                (in thousands of US dollars)
                                                             
   Direct salaries and fringe benefits......... $   8,108  $   9,708  $  10,781
   Costs of subcontractors.....................       466     16,014     11,134
   Insurance...................................        73        105        117
   Equipment expenses..........................       245        334        209
   Professional fees...........................     3,945      4,548      3,988
   Telecommunications..........................       313        452        286
   Traveling expenses..........................     2,555      3,407      2,609
   Printing....................................       423        473        479
   Rent--building sites........................        46         22         40
   Products and supplies.......................       751      1,019        950
                                                ---------  ---------  ---------
                                                $  16,925  $  36,082  $  30,593
                                                =========  =========  =========

B. Selling Expenses


                                                  Years ended December 31,
                                                -------------------------------
                                                  1998       1997       1996
                                                ---------  ---------  ---------
                                                (in thousands of US dollars)
                                                             
   Indirect salaries--proposals................ $     705  $     796  $     767
   Disbursements--proposals....................       290        270        286
                                                ---------  ---------  ---------
                                                      995      1,066      1,053
   Cost of proposals recovered.................       (46)       (85)        (9)
                                                ---------  ---------  ---------
                                                      949        981      1,044
   Salaries--business development..............       628        618        722
   Promotion...................................       246        256        276
                                                ---------  ---------  ---------
                                                $   1,823  $   1,855  $   2,042
                                                =========  =========  =========


                                      F-90


                           ROCHE LTEE, GROUPE CONSEIL

                      SCHEDULES C AND D--OTHER INFORMATION
                        December 31, 1998, 1997 and 1996


C. Administrative Expenses



                                                   Years ended December 31,
                                                 ------------------------------
                                                   1998      1997       1996
                                                 --------- ---------  ---------
                                                 (in thousands of US dollars)
                                                             
   Indirect salaries............................ $  4,191  $   4,320  $   4,414
   Fringe benefits..............................    1,854      2,388      2,436
   Insurance....................................      235        338        324
   Bad debts....................................      201        359        833
   Equipment expenses...........................      307        428        479
   Communication and freight expenses...........      197        285        275
   Traveling expenses...........................      430        561        593
   Audit and legal fees.........................      173        194        222
   Printing.....................................        8         10          7
   Office rent and business taxes...............    1,245      1,411      1,479
   Stationery and office expenses...............      295        374        346
   Products and supplies........................       23         34         23
   Advertising..................................       30         41         40
   Property taxes...............................       52         43         31
   Capital taxes................................      111        133        122
   Depreciation.................................      386        460        549
                                                 --------  ---------  ---------
                                                 $  9,738  $  11,379  $  12,173
                                                 ========  =========  =========

D. Financial Expenses


                                                   Years ended December 31,
                                                 ------------------------------
                                                   1998      1997       1996
                                                 --------- ---------  ---------
                                                 (in thousands of US dollars)
                                                             
   Interest and bank charges.................... $    187  $     254  $      77
   Interest on long-term debt...................       91         99        132
   Interest income..............................       (7)       (30)       (12)
                                                 --------  ---------  ---------
                                                 $    271  $     323  $     197
                                                 ========  =========  =========


                                      F-91


                           ROCHE LTEE, GROUPE CONSEIL

                         SCHEDULE E--OTHER INFORMATION
                        December 31, 1998, 1997 and 1996


E. Other Expenses (Revenues)


                                                Years ended December 31,
                                              -------------------------------
                                                1998       1997       1996
                                              ---------  ---------  ---------
                                              (in thousands of US dollars)
                                                           
   Share of net earnings and losses of joint
    ventures (note 12)....................... $   4,083  $   3,080  $   1,599
   Share of net earnings of limited
    partnerships.............................       (46)       (34)        --
   Share of net earnings of corporations
    subject to significant influence.........        21        (55)      (150)
   Share of net earnings of real estate
    venture..................................       (29)       (30)       (10)
   Loss (revenue) from the excluded net
    assets under the S.P.A...................       526        (83)      (121)
   Loss (gain) on sale of investments........        42       (194)        --
   Loss (gain) on disposal of fixed assets...       (22)        53         13
                                              ---------  ---------  ---------
                                              $   4,575  $   2,737  $   1,331
                                              =========  =========  =========


                                      F-92


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

June   , 1999                                                  Confidential


                           [LOGO OF THE IT GROUP (SM)]

                               The IT Group, Inc.

                                  $225,000,000

              11 1/4% Series B Senior Subordinated Notes due 2009

                         ----------------------------

                                   PROSPECTUS

                         ----------------------------


- --------------------------------------------------------------------------------
   We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy these securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs have not
changed since the date hereof.
- --------------------------------------------------------------------------------


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

   The General Corporation Law of the State of Delaware, our state of
incorporation, and our Bylaws provide for indemnification of our directors and
officers. Section 145 of the Delaware General Corporation Law provides
generally that a person sued as a director, officer, employee or agent of a
corporation may be indemnified by the corporation for reasonable expenses,
including attorneys' fees, if, in cases other than actions brought by or in the
right of the corporation, he or she has acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation (and in the case of a criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful). Section 145 provides
that no indemnification for any claim or matter may be made, in the case of an
action brought by or in the right of the corporation, if the person has been
adjudged to be liable, unless the Court of Chancery or other court determines
that indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer, employee or
agent who has been successful on the merits, or otherwise, in defense of a suit
against him or her. The determination of whether a director, officer, employee
or agent should be indemnified must be made by a majority of disinterested
directors, independent legal counsel or the stockholders.

   Our directors and officers are covered under policies of directors' and
officers' liability insurance. The directors and all officers serving as Senior
Vice President or in a higher position as well as other officers are parties to
indemnity agreements. The indemnity agreements provide indemnification for the
directors and covered officers in the event the directors' and officers'
liability insurance does not cover a particular claim for indemnification or if
such a claim or claims exceed the limits of such coverage. The indemnity
agreements are generally intended to provide indemnification for any amounts a
director or covered officer is legally obligated to pay because of claims
arising out of the director's or officer's actions within the scope of his or
her employment.

   Additionally, our certificate of incorporation provides that its directors
are not to be liable to us or our stockholders for monetary damages for breach
of fiduciary duty to the fullest extent permitted by law. This provision is
intended to allow our directors the benefit of the Delaware General Corporation
Law which provides that directors of Delaware corporations may be relieved of
monetary liabilities for breach of their fiduciary duty of care, except under
certain circumstances, including breach of the director's duty of loyalty, acts
or omissions riot in good faith or involving intentional misconduct or a
knowing violation of law or any transaction from which the director derived an
improper personal benefit.

Item 21. Exhibits.

  (a) Exhibits

     The following exhibits are filed herewith, unless otherwise indicated:



   Exhibit
     No.    Description
   -------- -----------
         
   3.1      Certificate of Incorporation of the Registrant as amended by
             Amendment to Certificate of Incorporation filed September 17, 1987
             with the Delaware Secretary of State(l) and amended by Certificate
             of Amendment to Certificate of Incorporation filed June 19, 1998
             with the Delaware Secretary of State(2) and by Certificate of
             Amendment of Certificate of Incorporation, dated as of December
             21, 1998, filed with the Delaware Secretary of State on December
             23, 1998.(3)
   3.2      Amended and Restated Bylaws of the Registrant as amended through
             June 12, 1998.(2)


                                      II-1




   Exhibit
     No.   Description
   ------- -----------
        
   3.3     Articles of Incorporation of Alaska Remediation Services Corp.
   3.4     By-Laws of Alaska Remediation Services Corp.
   3.5     Amended and Restated Articles of Incorporation of IT Corporation.
   3.6     Bylaws for the Regulation of IT Corporation.
   3.7     Articles of Incorporation of Fluor Daniel Environmental Services,
            Inc., as amended.
   3.8     Bylaws of Fluor Daniel Environmental Services, Inc.
   3.9     Restated Articles of Incorporation of Pacific Environmental Group,
            Inc.
   3.10    Second Amended and Restated Bylaws of Pacific Environmental Group,
            Inc.
   3.11    Articles of Organization of Kato Road LLC.
   3.12    Operating Agreement for Kato Road LLC.
   3.13    Articles of Incorporation of Jellinek, Schwartz & Connolly, Inc., as
            amended.
   3.14    Bylaws of Jellinek, Schwartz & Connolly, Inc.
   3.15    Articles of Incorporation of JSC International, Inc.
   3.16    Bylaws of JSC International, Inc.
   3.17    Certificate of Formation of Empire State I, LLC.
   3.18    Limited Liability Company Agreement for Empire State I, LLC.
   3.19    Certificate of Formation of Empire State II, LLC.
   3.20    Limited Liability Company Agreement for Empire State II, LLC.
   3.21    Certificate of Incorporation of GCAP Services, Inc.
   3.22    Bylaws of GCAP Services, Inc.
   3.23    Amended and Restated Certificate of Incorporation of Groundwater
            Technology, Inc.
   3.24    By-laws of Groundwater Technology, Inc.
   3.25    Certificate of Incorporation of IT C & V Operations, Inc.
   3.26    Bylaws of IT C & V Operations, Inc.
   3.27    Certificate Incorporation of IT E&C Operations, Inc., as amended.
   3.28    Bylaws of IT E & C Operations, Inc.
   3.29    Certificate of Incorporation of IT Environmental and Facilities,
            Inc.
   3.30    Bylaws of IT Environmental and Facilities, Inc.
   3.31    Certificate of Incorporation of IT International Holdings, Inc.
   3.32    Bylaws of IT International Holdings, Inc.
   3.33    Certificate of Incorporation of IT International Investments, Inc.,
            as amended.
   3.34    Bylaws of IT International Investments, Inc.
   3.35    Certificate of Incorporation of IT International Operations, Inc.,
            as amended.
   3.36    By-Laws of IT International Operations, Inc.
   3.37    Certificate of Incorporation of IT Investment Holdings, Inc.
   3.38    Bylaws of IT Investment Holdings, Inc.
   3.39    Certificate of Incorporation of IT Japan Services, Inc.
   3.40    Bylaws of IT Japan Services, Inc.


                                      II-2




   Exhibit
     No.   Description
   ------- -----------
        
   3.41    Certificate of Incorporation of IT Korea Services, Inc.
   3.42    Bylaws of IT Korea Services, Inc.
   3.43    Certificate of Formation of LandBank Environmental Properties, LLC.
   3.44    Operating Agreement for LandBank Environmental Properties, LLC.
   3.45    Amended and Restated Certificate of Incorporation of LandBank, Inc.
   3.46    Bylaws of LandBank, Inc.
   3.47    Certificate of Incorporation of LandBank Remediation Corp.
   3.48    Bylaws of LandBank Remediation Corp.
   3.49    Certificate of Formation of Northeast Restoration Company, LLC.
   3.50    Limited Liability Company Agreement for Northeast Restoration
            Company, LLC.
   3.51    Certificate of Incorporation of PHR Environmental Consultants, Inc.,
            as amended.
   3.52    Bylaws of PHR Environmental Consultants, Inc.
   3.53    Certificate of Formation of The Dorchester Group, LLC.
   3.54    Limited Liability Company Agreement for The Dorchester Group, LLC.
   3.55    Certificate of Formation of 37-02 College Point Boulevard, LLC.
   3.56    Limited Liability Company Agreement for 37-02 College Point
            Boulevard, LLC.
   3.57    Articles of Organization of Gradient Corporation, as amended.
   3.58    By-laws of Gradient Corporation.
   3.59    Articles of Incorporation of IT Corporation of North Carolina, Inc.,
            as amended.
   3.60    By-laws of IT Corporation of North Carolina, Inc.
   3.61    Amended and Restated Articles of Incorporation of OHM Corporation.
   3.62    Regulations of OHM Corporation.
   3.63    Articles of Incorporation of OHM Remediation Services Corp., as
            amended.
   3.64    Regulations of OHM Remediation Services Corp.
   3.65    Articles of Incorporation of IT-Tulsa Holdings, Inc., as amended.
   3.66    Bylaws of IT-Tulsa Holdings, Inc.
   3.67    Articles of Incorporation of Sielken, Inc.
   3.68    By-laws of Sielken, Inc.
   3.69    Articles of Incorporation of Beneco Enterprises, Inc., as amended.
   3.70    By-laws of Beneco Enterprises, Inc.
   3.71    Restated Articles of Incorporation of EMCON.
   3.72    Bylaws of EMCON.
   3.73    Articles of Incorporation of EMCON Alaska, Inc.
   3.74    Bylaws of EMCON Alaska, Inc.
   3.75    Articles of Incorporation of Wehran-New York, Inc.
   3.76    By-laws of Wehran-New York, Inc.
   3.77    Amended and Restated Certificate of Incorporation of Organic Waste
            Technologies, Inc.


                                      II-3




   Exhibit
     No.   Description
   ------- -----------
        
    3.78   By-laws of Organic Waste Technologies, Inc.
    3.79   Articles of Incorporation of Advanced Analytical Solutions, Inc.
    3.80   Bylaws of Advanced Analytical Solutions, Inc.
    3.81   Articles of Incorporation of National Earth Products, Inc.
    3.82   Bylaws of National Earth Products, Incorporated.
    3.83   Amended and Restated Articles of Incorporation of Keystone Recovery,
            Inc.
    3.84   Regulations of Keystone Recovery, Inc.
    3.85   Articles of Incorporation of American Landfill Supply Co.
    3.86   By-laws of American Landfill Supply Co.
    3.87   Articles of Incorporation of LFG Specialties, Inc.
    3.88   Code of Regulations of LFG Specialties, Inc.
    3.89   Articles of Incorporation of EMCON Industrial Services, Inc.
    3.90   Bylaws of EMCON Industrial Services, Inc.
    3.91   Articles of Incorporation of Monterey Landfill Gas Corporation.
    3.92   Bylaws for the Regulation of Monterey Landfill Gas Corporation.
    4.1    Certificate of Designations with respect to the Registrant's 7%
            Cumulative Convertible Exchangeable Preferred Stock, $100 par
            value.(4)
    4.2    Certificate of Designations, Preferences and Relative,
            Participating, Optional and Other Special Rights and
            Qualifications, Limitations and Restrictions Thereof of Cumulative
            Convertible Participating Preferred Stock of International
            Technology Corporation, issued November 20, 1996.(5)
    4.3    Indenture for the Registrant's 7% Convertible Subordinated
            Debentures Due 2008.(4)
    4.4    Indenture dated as of October 1, 1986 between OHM Corporation and
            United States Trust Company of New York, as Trustee, relating to
            OHM Corporation's 8% Convertible Subordinated Debentures due
            October 1, 2006.(6)
    4.5    Specimen Debenture Certificate.(7)
    4.6    First Supplemental Indenture dated as of May 20, 1994 by and among
            OHM Corporation and United States Trust Company of New York.(8)
    4.7    Second Supplemental Indenture dated as of June 11, 1998 among OHM
            Corporation, the Registrant, as guarantor, and United States Trust
            Company of New York.(2)
    4.8    Indenture dated as of April 9, 1999 among the Registrant, the
            Guarantors and The Bank of New York, as Trustee, relating to the
            Registrant's 11 1/4% Senior Subordinated Notes due 2009.*
    5.1    Opinion of Gibson, Dunn & Crutcher LLP.*
   10.1    Amended and Restated Credit Agreement, dated as of June 11, 1998,
            among the Registrant, IT Corporation, OHM Corporation, the
            institutions from time to time party thereto as lenders, the
            institutions from time to time party thereto as issuing banks,
            Citicorp USA Inc., in its capacity as administrative agent, and
            BankBoston, N.A., in its capacity as documentation agent.(9)
   10.2    First Amendment dated September 16, 1998 to the Amended and Restated
            Credit Agreement, dated as of June 11, 1998, among the Registrant,
            IT Corporation, OHM Corporation, the institutions from time to time
            party thereto as lenders, the institutions from time to time party
            thereto as issuing banks, Citicorp USA Inc., in its capacity as
            administrative agent, and BankBoston, N.A., in its capacity as
            documentation agent.(10)



                                      II-4




   Exhibit
     No.   Description
   ------- -----------
        
   10.3    Second Amendment dated October 26, 1998 to the Amended and Restated
            Credit Agreement, dated as of June 11, 1998, among the Registrant,
            IT Corporation, OHM Corporation, the institutions from time to time
            party thereto as lenders, the institutions from time to time party
            thereto as issuing banks, Citicorp USA Inc., in its capacity as
            administrative agent, and BankBoston. N.A., in its capacity as
            documentation agent.(10)
   10.4    Third Amendment dated March 5, 1999 to the Amended and Restated
            Credit Agreement, dated as of June II, 1998, among the Registrant,
            IT Corporation, OHM Corporation, the institutions from time to time
            party thereto as lenders, the institutions from time to time party
            thereto as issuing banks, Citicorp USA Inc., in its capacity as
            administrative agent, and BankBoston, N.A., in its capacity as
            documentation agent.(35)
   10.5    Agreement and Plan of Merger, dated as of January 15, 1998, among
            OHM Corporation, the Registrant and IT-Ohio, Inc.(11)
   10.6    Parent Voting Agreement dated January 15, 1998 among OHM
            Corporation, the Registrant and the stockholders of Registrant
            named therein.(11)
   10.7    Company Voting Agreement dated January 15, 1998 among OHM
            Corporation, the Registrant and the shareholders of OHM Corporation
            named therein.(11)
   10.8    Option Termination Agreement dated January 15, 1998 between James L.
            Kirk and OHM Corporation.(11)
   10.9    Share Repurchase Agreement dated January 15, 1998 among OHM
            Corporation, the Registrant, Rust International, Inc. and Waste
            Management, Inc.(11)
   10.10   Second Amended and Restated Share Repurchase Agreement, dated as of
            February 17, 1998, among OHM Corporation, WMX, Rust, Rust Remedial
            Services Holding Company Inc. and Registrant.(12)
   10.11   Stock Purchase Agreement dated as of June 17, 1997 by and among OHM
            Corporation, Beneco Enterprises, Inc., Bennie Smith, Jr., Robert
            Newberry and Scott Doxey.(13)
   10.12   Agreement and Plan of Merger, dated as of October 27, 1998, among
            Fluor Daniel GTI, Inc., Tiger Acquisition Corporation and the
            Registrant.(10)
   10.13   Amended and Restated Marketing Agreement dated as of October 27,
            1998 between Fluor Daniel GTI, Inc. and Fluor Daniel, Inc.(10)
   10.14   Intercompany Services Agreement dated October 27, 1998 between the
            Registrant, Fluor Daniel, Inc. and Fluor Daniel GTI, Inc.(10)
   10.15   Share Purchase Agreement dated February 5, 1999 by and between the
            Shareholders of Roche Limited, Consulting Group, IT Holdings
            Canada, Inc. and the Registrant.(35)
   10.16   Asset Purchase Agreement, dated as of March 8, 1999, between the
            Registrant and ICF Kaiser International, Inc.(14)
   10.17   Purchase Agreement among the Registrant, the subsidiary guarantors
            signatory thereto, Donaldson, Lufkin & Jenrette Securities
            Corporation and Salomon Smith Barney, dated as of April 6, 1999.*
   10.18   Registration Rights Agreement among the Registrant, the subsidiary
            guarantors signatory thereto, Donaldson, Lufkin & Jenrette
            Securities Corporation and Salomon Smith Barney, dated as of April
            9, 1999.*
   10.19   Stock Redemption Agreement dated as of June 26, 1998, between
            Quanterra Incorporated, the Registrant and IT Corporation.(15)
   10.20   Securities Purchase Agreement dated as of August 28, 1996 between
            the Registrant and certain Purchasers identified therein affiliated
            with The Carlyle Group(5), including agreement by and between The
            Carlyle Group and the Registrant re financial advisory and
            investment banking fees.(16)



                                      II-5




   Exhibit
     No.   Description
   ------- -----------
        
   10.21   Amendment No. 1, dated November 20, 1996, to Securities Purchase
            Agreement dated August 28, 1996, by and among the Registrant and
            certain Purchasers identified therein affiliated with The Carlyle
            Group.(17)
   10.22   Form of Warrant Agreement by and among the Registrant and certain
            Warrant Holders defined therein affiliated with The Carlyle Group,
            dated as of November 20, 1996.(5)
   10.23   Form of registration rights agreement by and among the Registrant
            and certain Investors affiliated with The Carlyle Group, dated
            November 20, 1996(5)
   10.24   Master Loan and Security Agreement dated May 11, 1993, between OHM
            Remediation Services Corp. and BOT Financial Corporation.(18)
   10.25   Amendment No. 1 to Master Loan and Security Agreement dated as of
            January 19, 1995 between BOT Financial Corporation and OHM
            Remediation Services Corp.(19)
   10.26   Promissory Note dated December 23, 1993 executed by OHM Remediation
            Services Corp. in favor of BOT Financial Corporation.(20)
   10.27   Promissory Note dated December 28, 1994 executed by OHM Remediation
            Services Corp. in favor of BOT Financial Corporation.(8)
   10.28   Loan and Security Agreement dated as of August 1, 1994 by and
            between OHM Remediation Services Corp. and Internationale
            Nederlanden Lease Structured Finance B.V.(21)
   10.29   Promissory Note dated August 31, 1994 executed by OHM Remediation
            Services Corp. in favor of Internationale Nederlanden Lease
            Structured Finance B.V.(21)
   10.30   Continuing Corporate Guaranty dated as of August 1, 1994 executed by
            OHM Corporation in favor of Internationale Nederlanden Lease
            Structured Finance B.V.(21)
   10.31   Non-Employee Directors' Retirement Plan, as amended and restated
            June 2, 1994(22)(23), as amended by the Amended and Restated Non-
            Employee Directors Retirement Plan, Amendment No. 5, dated November
            20, 1996.(22)(16)
   10.32   Description of the Special Turn-a-Round Plan (Fiscal Year 1995
            Management Incentive Plan) of the Registrant.(22)(24)
   10.33   1983 Stock Incentive Plan, as amended.(22)(25)
   10.34   1991 Stock Incentive Plan(22)(26) as modified by waiver dated
            November 20, 1996, by certain former Non-Employee Directors, in
            favor of the Registrant.(16)(22)
   10.35   Form of Amendment dated October 23, 1998, to the Restricted Stock
            and Escrow Agreement under the Registrant's 1991 Stock Incentive
            Plan.(22)(27)
   10.36   1996 Stock Incentive Plan, as amended and restated effective June
            11, 1998.(22)(28)
   10.37   OHM Corporation 1986 Stock Option Plan, as amended and restated as
            of May 10, 1994.(22)(29)
   10.38   OHM Corporation Nonqualified Stock Option Plan for
            Directors.(22)(30)
   10.39   OHM Corporation Directors' Deferred Fee Plan.(8)(22)
   10.40   Amendment No. 1 to OHM Corporation Directors' Deferred Fee
            Plan.(19)(22)
   10.41   OHM Corporation Retirement Savings Plan, as amended and restated as
            of January 1, 1994.(8)(22)
   10.42   Amendment No. 1 to OHM Corporation Retirement Savings Plan, as
            amended and restated as of January 1, 1994.(19)(22)
   10.43   Amendment No. 2 to OHM Corporation Retirement Savings Plan, as
            amended and restated as of January 1, 1994.(22)(31)
   10.44   OHM Corporation Retirement Savings Plan Trust Agreement between OHM
            Corporation and National City Bank, as Trustee, as amended and
            restated effective July 1, 1994.(8)(22)



                                      II-6




   Exhibit
     No.   Description
   ------- -----------
        
   10.45   Fiscal Year 1997 Management Incentive Plan.(16)(22)
   10.46   Fiscal Year 1998 Management Incentive Plan.(16)(22)
   10.47   Retirement Agreement dated March 3, 1994 between Murray H. Hutchison
            and the Registrant (24)(22) as amended by First Amendment dated
            January 6, 1995 to the Retirement Agreement dated March 3, 1994
            between Murray H. Hutchison and the Registrant.(22)(32)
   10.48   Retirement Plan of IT, 1993 Restatement.(22)(24)
   10.49   Amendment Number One to IT Corporation Retirement Plan, dated as of
            July 1,
            1995.(22)(33)
   10.50   Amendment Number Two to IT Corporation Retirement Plan, dated as of
            October 1, 1995.(22)(33)
   10.51   Amendment Number Three to IT Corporation Retirement Plan, dated as
            of July 15, 1996.(22)(34)
   10.52   Amendment Number Four to IT Corporation Retirement Plan, dated as of
            February 1, 1997.(16)(22)
   10.53   Amendment Number Five to IT Corporation Retirement Plan, dated as of
            May 13,
            1997.(16)(22)
   10.54   Amendment Number Six to IT Corporation Retirement Plan dated as of
            May 27,
            1998.(2)(22)
   10.55   Amendment Number Seven to IT Corporation Retirement plan dated as of
            December 31, 1998.(22)
   10.56   Executive Stock Purchase Interest Reimbursement Plan, approved
            September 6, 1995.(22)(26)
   10.57   Executive/Directors Deferred Compensation Plan, effective January 1,
            1996.(22)(26)
   10.58   Executive Restoration Plan, effective July 1, 1995 as amended
            through May 13, 1997.(22)(26)
   10.59   IT Corporation Deferred Compensation Plan (amended and restated
            effective January 1, 1998). (2)(22)
   10.60   IT Corporation Restoration Plan amended and restated effective
            January 1, 1998.(2)(22)
   10.61   1997 The IT Group, Inc. Non-Employee Directors Stock Plan--Director
            Fees, dated as of February 26, 1997.(22)(34)
   10.62   Employment Agreement, dated as of November 20, 1996, by and between
            the Registrant, IT Corporation, and Anthony J. DeLuca.(16)(22)
   10.63   Separation Agreement, dated as of April 10, 1998, by and between the
            Registrant, its subsidiaries and affiliates, and Franklin E.
            Coffman.(2)(22)
   10.64   Employment Agreement, dated as of November 20, 1996, by and between
            the Registrant, IT Corporation, and James R. Mahoney.(16)(22)
   10.65   Employment Agreement, dated as of November 20, 1996, by and between
            the Registrant, IT Corporation, and Raymond J. Pompe.(16)(22)
   10.66   Employment Continuation, Non-competition and Confidentiality
            Agreement dated the 17th day of June, 1997, by and between Beneco
            Enterprises, Inc., a Utah corporation, OHM Corporation, an Ohio
            corporation, and Scott Doxey.(2)(22)
   10.67   Employment Continuation, Non-competition and Confidentiality
            Agreement dated the 17th day of June, 1997, by and between Beneco
            Enterprises, Inc., a Utah corporation, OHM Corporation, an Ohio
            corporation, and Robert Newberry.(2)(22)
   10.68   Employment Continuation, Non-competition and Confidentiality
            Agreement dated the 17th day of June, 1997, by and between Beneco
            Enterprises, Inc., a Utah corporation, OHM Corporation, an Ohio
            corporation, and Bennie Smith, Jr.(2)(22)



                                      II-7




   Exhibit
     No.   Description
   ------- -----------
        
   10.69   Form of Employment Agreement by and between OHM Corporation, and each
            of Pamela K.M. Beall, Robert I. Blackwell, Kris E. Hansel, Steven E.
            Harbour, James L. Kirk, Philip V. Petrocelli, Philip O. Strawbridge,
            and Michael A. Szomjassy, as amended by Amendment No. 1 in the case
            of each of Ms. Beall and Messrs. Blackwell, Hansel, Harbour,
            Strawbridge and Szomjassy, and as amended by Amendment No. 2 in the
            case of each of Ms. Beall and Messrs. Blackwell, Hansel, and
            Harbour.(2)(22)
   10.70   The IT Group, Inc. Severance and Retention Bonus Plan dated March 5,
            1998.(2)(22)
   10.71   Executive Stock Ownership Program by and between the Registrant and
            certain executive officers of the Registrant.(22)
   10.72   The IT Group, Inc. Executive Bonus Plan effective November 17, 1998
            (22)
   21.1    List of Subsidiaries of the Registrant.(35)
   23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
   23.2    Consent of Ernst & Young LLP, independent auditors.
   23.3    Consent of PricewaterhouseCoopers LLP, independent accountants.
   23.4    Consent of Mallette Maheu General Partnership Chartered Accountants.
   24.1    Power of Attorney (included on the signature pages hereto).
   25.1    Statement of Eligibility and Qualification of The Bank of New York on
            Form T-1.*
   99.1    Form of Letter of Transmittal.**
   99.2    Form of Notice of Guaranteed Delivery.**
   99.3    Form of Letter to Clients.**
   99.4    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
            and Other Nominees.**

- --------

  *  Previously filed with the Securities and Exchange Commission as an Exhibit
     to this Registration Statement on Form S-4.

 ** To be filed by amendment.
 (1) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1988 (No. 1-9037) and incorporated herein by reference.
 (2) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     27, 1998 and incorporated herein by reference.
 (3) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Current Report on Form 8-K dated December 23, 1998 and
     incorporated herein by reference.
 (4) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Registration Statement on Form S-3 (No. 33-65988) and
     incorporated herein by reference.
 (5) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Current Report on Form 8-K dated September 20, 1996
     and incorporated herein by reference.
 (6) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1986 and incorporated herein by reference.
 (7) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Amendment No. 1 to Registration Statement on Form S-
     l, No. 33-8296 and incorporated by reference.
 (8) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1994 and incorporated herein by reference.
 (9) Previously filed with the Securities and Exchange Commission as an Exhibit
     to Registrant's Current Report on Form 8-K dated June 11, 1998 and
     incorporated herein by reference.

                                      II-8


(10) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Schedule 14D-1 dated November 3, 1998 and incorporated
     herein by reference.
(11) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Report on Form 8-K dated January 15, 1998.
(12) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Schedule 14D-1 (Amendment No. 5) dated February 18,
     1998 and incorporated herein by reference.
(13) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Current Report on Form 8-K filed on July 2, 1997 and
     incorporated herein by reference.
(14) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 8-K dated March 12, 1999 and
     incorporated herein by reference.
(15) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
     June 26, 1998 and incorporated herein by reference.
(16) Previously filed with the Securities and Exchange Commission as an Exhibit
     to Registrant's Annual Report on Form 10-K for the year ended March 28,
     1997.
(17) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
     December 27, 1996 and incorporated herein by reference.
(18) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form 10-Q for the quarter ended
     June 30, 1993 and incorporated herein by reference.
(19) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form 10-Q for the quarter ended
     June 30, 1995 and incorporated herein by reference.
(20) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1993 and incorporated herein by reference.
(21) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form l0-Q for the quarter ended
     September 30, 1994 and incorporated herein by reference.
(22) Filed as a management compensation plan or arrangement per Item 14(a)(3)
     of the Securities Exchange Act.
(23) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1995 and incorporated herein by reference.
(24) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1994 and incorporated herein by reference.
(25) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1993 and incorporated herein by reference.
(26) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     29, 1996 and incorporated herein by reference.
(27) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
     September 25, 1998 and incorporated herein by reference.
(28) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Proxy Statement dated May 11, 1998 and incorporated
     herein by reference.
(29) Previously filed with the Securities and Exchange Commission as an
     Appendix to OHM Corporation's Proxy Statement for its Annual Meeting held
     May 10, 1994 and incorporated herein by reference.
(30) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1992 and incorporated herein by reference.
(31) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1995 and incorporated herein by reference.

                                      II-9


(32) Previously filed with the Securities and Exchange Commission as an
     Exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter
     ended December 31, 1994 and incorporated herein by reference.
(33) Previously filed with the Securities and Exchange Commission as an
     Exhibit to the Registrant's Form S-8 (No. 333-00651) and incorporated
     herein by reference.
(34) Previously filed with the Securities and Exchange Commission as an
     Exhibit to the Registrant's Registration Statement on Form S-8 (No. 333-
     26143) and incorporated herein by reference.
(35) Previously filed with the Securities and Exchange Commission as an
     Exhibit to the Registrant's Transition Report on Form 10-K for the nine
     months ended December 25, 1998 and incorporated herein by reference.

  (b) Financial Statement Schedules



     Schedule
     Number   Description of Schedule
     -------- -----------------------
           
      II      Valuation and Qualifying Accounts(1)

    --------
    (1) Previously filed with the Securities and Exchange Commission as an
        Exhibit to the Registrant's Transition Report on Form 10-K for the
        nine months ended December 25, 1998 and incorporated herein by
        reference.

   All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the applicable instructions or are inapplicable and therefore
have been omitted.

Item 22. Undertakings.

  (a)The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being
    made, a post-effective amendment to this registration statement;

          (i) To include any prospectus required by Section 10(a)(3) of
      the Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising
      after the effective date of the Registration Statement (or the most
      recent post-effective amendment thereof) which, individually or in
      the aggregate, represent a fundamental change in the information set
      forth in the Registration Statement. Notwithstanding the foregoing,
      any increase or decrease in volume of securities offered (if the
      total dollar value of securities offered would not exceed that which
      was registered) and any deviation from the low or high and of the
      estimated maximum offering range may be reflected in the form of
      prospectus filed with the Commission pursuant to Rule 424(b) if, in
      the aggregate, the changes in volume and price represent no more
      than 20 percent change in the maximum aggregate offering price set
      forth in the "Calculation of Registration Fee" table in the
      effective registration statement.

            (iii) To include any material information with respect to the
      plan of distribution not previously disclosed in the Registration
      Statement or any material change to such information in the
      Registration Statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
    if the registration statement is on Form S-3, Form S-8 or Form F-3, and
    the information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with or
    furnished to the Commission by the Registrant pursuant to Section 13 or
    Section 15(d) of the Securities Exchange Act of 1934 that are
    incorporated by reference in the Registration Statement.

                                     II-10



      (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be
    deemed to be a new registration statement relating to the securities
    offered therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at
    the termination of the offering.

   (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter as been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

   (d) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 1l, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.

   (e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

                                     II-11



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Monroeville, State of Pennsylvania, on this 28th day of June, 1999.

                                          THE IT GROUP, INC.

                                              /s/ Anthony J. DeLuca

                                          By: ____________________________

                                                  Anthony J. DeLuca

                                                Chief Executive Officer and
                                                      President

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints Anthony J. DeLuca and James G. Kirk, and
each of them, as his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, lawfully do or cause to
be done by virtue thereof.

                                                             
  /s/ Francis J. Harvey, Ph.D.       Director                       June 28, 1999
____________________________________
      Francis J. Harvey, Ph.D.

   /s/ Philip O. Strawbridge         Senior Vice President and      June 28, 1999
____________________________________  Chief Administrative
       Philip O. Strawbridge          Officer (Principal
                                      Financial Officer)

       /s/ Harry J. Soose            Vice President, Finance        June 28, 1999
____________________________________  (Principal Accounting
           Harry J. Soose             Officer)



   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
    /s/ Daniel A. D'Aniello*         Chairman of the Board of       June 28, 1999
____________________________________  Directors
        Daniel A. D'Aniello

     /s/ Anthony J. DeLuca           Director, Chief Executive      June 28, 1999
____________________________________  Officer and President
         Anthony J. DeLuca            (Principal Executive
                                      Officer)

      /s/ Philip B. Dolan*           Director                       June 28, 1999
____________________________________
          Philip B. Dolan


                                     II-12




             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ E. Martin Gibson*          Director                       June 28, 1999
____________________________________
          E. Martin Gibson

      /s/ James C. McGill*           Director                       June 28, 1999
____________________________________
          James C. McGill

      /s/ Richard W. Pogue*          Director                       June 28, 1999
____________________________________
          Richard W. Pogue

     /s/ Robert F. Pugliese*         Director                       June 28, 1999
____________________________________
         Robert F. Pugliese

     /s/ Charles W. Schmidt*         Director                       June 28, 1999
____________________________________
         Charles W. Schmidt

    /s/ James David Watkins*         Director                       June 28, 1999
____________________________________
        James David Watkins


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-13


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          ALASKA REMEDIATION SERVICES CORP.


                                          By:  /s/  James G. Kirk
                                             _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
   /s/ Philip O. Strawbridge*        Sole Director, Chief           June 28, 1999
____________________________________  Executive Officer and
       Philip O. Strawbridge          President (Principal
                                      Executive Officer)


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)



*By: /s/ James G. Kirk
    _____________________
      James G. Kirk
     Attorney-in-Fact

                                     II-14


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT CORPORATION

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ Anthony J. DeLuca*          Director, Chief Executive      June 28, 1999
____________________________________  Officer and President
         Anthony J. DeLuca            (Principal Executive
                                      Officer)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

    /s/ Daniel A. D'Aniello*         Director                       June 28, 1999
____________________________________
        Daniel A. D'Aniello

      /s/ Philip B. Dolan*           Director                       June 28, 1999
____________________________________
          Philip B. Dolan

      /s/ E. Martin Gibson*          Director                       June 28, 1999
____________________________________
          E. Martin Gibson

      /s/ James C. McGill*           Director                       June 28, 1999
____________________________________
          James C. McGill

     /s/ Robert F. Pugliese*         Director                       June 28, 1999
____________________________________
         Robert F. Pugliese

    /s/ James David Watkins*         Director                       June 28, 1999
____________________________________
        James David Watkins


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-15


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          PACIFIC ENVIRONMENTAL GROUP, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                   Date
             ---------                           -----                   ----

     /s/ Susan M. Willhite*          Director and President          June 28, 1999
____________________________________  (Principal Executive Officer)
         Susan M. Willhite

                                                              
      /s/ Richard R. Conte*          Chief Financial Officer and     June 28, 1999
____________________________________  Treasurer (Principal
          Richard R. Conte            Financial and Accounting
                                      Officer)

     /s/ Robert K. Wenzlau*          Director                        June 28, 1999
____________________________________
         Robert K. Wenzlau

       /s/ Debra J. Moser*           Director                        June 28, 1999
____________________________________
           Debra J. Moser

                                     Director
____________________________________
            Erin Garner

     /s/ Lance Geselbracht*          Director                        June 28, 1999
____________________________________
         Lance Geselbracht


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-16


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          FLUOR DANIEL ENVIRONMENTAL
                                           SERVICES, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ Ronald D. Conway*         Director, Chief Executive      June 28, 1999
____________________________________  Officer and President
          Ronald D. Conway            (Principal Executive
                                      Officer)

       /s/ Richard R. Conte*         Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

       /s/ Enzo M. Zoratto*          Director                       June 28, 1999
____________________________________
          Enzo M. Zoratto


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-17


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          KATO ROAD LLC

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

        /s/ William Lynott*          Managing Member (Principal     June 28, 1999
____________________________________  Executive Officer)
 LandBank Environmental Properties
 LLC by LandBank, Inc., (signed by
  William Lynott, duly authorized
          representative)

                                                             
       /s/ Richard R. Conte*         Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

         /s/ Stuart Miner*           Managing Member                June 28, 1999
  _________________________________
  LandBank Remediation Corporation
   (signed by Stuart Miner, duly
 authorized representative and sole
             director)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-18


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          JELLINEK, SCHWARTZ & CONNOLLY, INC.


                                          By:  /s/ James G. Kirk
                                             _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ Steven D. Jellinek*        Director and President         June 28, 1999
____________________________________  (Principal Executive
         Steven D. Jellinek           Officer)


     /s/ Stephen J. Connolly*        Director and Treasurer         June 28, 1999
____________________________________  (Principal Financial and
        Stephen J. Connolly           Accounting Officer)

     /s/ Jeffrey H. Schwartz*        Director                       June 28, 1999
____________________________________
        Jeffrey H. Schwartz



*By: /s/ James G. Kirk
    _____________________
      James G. Kirk
     Attorney-in-Fact

                                     II-19


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          JSC INTERNATIONAL, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ Steven D. Jellinek*        Director and President         June 28, 1999
____________________________________  (Principal Executive
         Steven D. Jellinek           Officer)


     /s/ Stephen J. Connolly*        Director and Treasurer         June 28, 1999
____________________________________  (Principal Financial and
        Stephen J. Connolly           Accounting Officer)

     /s/ Jeffrey H. Schwartz*        Director                       June 28, 1999
____________________________________
        Jeffrey H. Schwartz


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-20


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          GROUNDWATER TECHNOLOGY, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ Anthony J. DeLuca*          Director, President and Chief  June 28, 1999
____________________________________  Executive Officer (Principal
         Anthony J. DeLuca            Executive Officer)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

   /s/ Philip O. Strawbridge*        Director                       June 28, 1999
____________________________________
       Philip O. Strawbridge

       /s/ James G. Kirk*            Director                       June 28, 1999
____________________________________
           James G. Kirk

      /s/ James R. Mahoney*          Director                       June 28, 1999
____________________________________
          James R. Mahoney


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-21


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          LANDBANK, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ David C. McMurty*         Director, Chairman of the      June 28, 1999
___________________________________   Board
          David C. McMurty

      /s/ William P. Lynott*         Director, President and        June 28, 1999
___________________________________   Chief Executive Officer
         William P. Lynott            (Principal Executive
                                      Officer)

       /s/ Richard R. Conte*         Treasurer (Principal           June 28, 1999
___________________________________   Financial and Accounting
          Richard R. Conte            Officer)

     /s/ Susan Hollingshead*         Director                       June 28, 1999
___________________________________
         Susan Hollingshead

         /s/ Stuart Miner*           Director                       June 28, 1999
___________________________________
            Stuart Miner

      /s/ James M. Redwine*          Director                       June 28, 1999
___________________________________
          James M. Redwine


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-22


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          LANDBANK REMEDIATION CORP.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
        /s/ Stuart Miner*            Sole Director, President and   June 28, 1999
____________________________________  Chief Executive Officer
            Stuart Miner              (Principal Executive Officer)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-23


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          LANDBANK ENVIRONMENTAL
                                           PROPERTIES LLC

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ William P. Lynott*          Director, President and        June 28, 1999
____________________________________  Chief Executive Officer
         William P. Lynott            (Principal Executive
                                      Officer)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

     /s/ Susan Hollingshead*         Director                       June 28, 1999
____________________________________
         Susan Hollingshead

        /s/ Stuart Miner*            Director                       June 28, 1999
____________________________________
            Stuart Miner


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-24


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT ENVIRONMENTAL AND FACILITIES,
                                           INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ Anthony J. DeLuca*          Director and President         June 28, 1999
____________________________________  (Principal Executive
         Anthony J. DeLuca            Officer)


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

    /s/ Daniel A. D'Aniello*         Director                       June 28, 1999
____________________________________
        Daniel A. D'Aniello

      /s/ Philip B. Dolan*           Director                       June 28, 1999
____________________________________
          Philip B. Dolan


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-25


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT INTERNATIONAL INVESTMENTS, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ James M. Redwine*          Sole Director, President and   June 28, 1999
____________________________________  Chief Executive Officer
          James M. Redwine            (Principal Executive Officer)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-26


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT INTERNATIONAL OPERATIONS, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ Anthony J. DeLuca*          Sole Director and President    June 28, 1999
____________________________________  (Principal Executive
         Anthony J. DeLuca            Officer)


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-27


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT INTERNATIONAL HOLDINGS, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ Anthony J. DeLuca*          President (Principal           June 28, 1999
____________________________________  Executive Officer)
         Anthony J. DeLuca


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

      /s/ James M. Redwine*          Director                       June 28, 1999
____________________________________
          James M. Redwine


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-28


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT E & C OPERATIONS, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ Alan D. Husak*            President (Principal           June 28, 1999
____________________________________  Executive Officer)
           Alan D. Husak


      /s/ Richard R. Conte*          Chief Financial Officer and    June 28, 1999
____________________________________  Treasurer (Principal
          Richard R. Conte            Financial and Accounting
                                      Officer)

      /s/ James M. Redwine*          Sole Director                  June 28, 1999
____________________________________
          James M. Redwine


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-29


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT C & V OPERATIONS, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ James R. Mahoney*          Sole Director and President    June 28, 1999
____________________________________  (Principal Executive
          James R. Mahoney            Officer)


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-30


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT INVESTMENT HOLDINGS, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ James R. Mahoney*          President (Principal           June 28, 1999
____________________________________  Executive Officer)
          James R. Mahoney


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

     /s/ Anthony J. DeLuca*          Sole Director                  June 28, 1999
____________________________________
         Anthony J. DeLuca


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-31


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          GCAP SERVICES, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
    /s/ Edward Salcedo, Jr.*         President (Principal           June 28, 1999
____________________________________  Executive Officer)
        Edward Salcedo, Jr.


      /s/ Richard R. Conte*          Chief Financial Officer and    June 28, 1999
____________________________________  Treasurer (Principal
          Richard R. Conte            Financial and Accounting
                                      Officer)

      /s/ James R. Mahoney*          Sole Director                  June 28, 1999
____________________________________
          James R. Mahoney


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-32


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT KOREA SERVICES, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ David L. Hill*            President (Principal           June 28, 1999
____________________________________  Executive Officer)
           David L. Hill


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

      /s/ James M. Redwine*          Sole Director                  June 28, 1999
____________________________________
          James M. Redwine


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-33


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT JAPAN SERVICES, INC.


                                          By:   /s/ James G. Kirk
                                             _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ David L. Hill*            President (Principal           June 28, 1999
____________________________________  Executive Officer)
           David L. Hill


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

      /s/ James M. Redwine*          Sole Director                  June 28, 1999
____________________________________
          James M. Redwine




*By: /s/ James G. Kirk
    _____________________
      James G. Kirk
     Attorney-in-Fact

                                     II-34


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          PHR ENVIRONMENTAL CONSULTANTS, INC.


                                          By:  /s/ James G. Kirk
                                             _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ David C. McMurty*          President (Principal           June 28, 1999
____________________________________  Executive Officer)
          David C. McMurty


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

      /s/ Ronald D. Conway*          Sole Director                  June 28, 1999
____________________________________
          Ronald D. Conway



*By: /s/ James G. Kirk
    _____________________
      James G. Kirk
     Attorney-in-Fact

                                     II-35


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          NORTHEAST RESTORATION COMPANY, LLC

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ William Lynott*           Managing Member (Principal     June 28, 1999
____________________________________  Executive Officer)
 LandBank Environmental Properties
 LLC by LandBank, Inc., (signed by
  William Lynott, duly authorized
          representative)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-36


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          EMPIRE STATE I, LLC

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ William Lynott*           Managing Member (Principal     June 28, 1999
____________________________________  Executive Officer)
 LandBank Environmental Properties
 LLC by LandBank, Inc., (signed by
  William Lynott, duly authorized
          representative)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-37


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          EMPIRE STATE II, LLC

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                         Title                  Date
             ---------                         -----                  ----

                                                          
       /s/ William Lynott*           Managing Member (Principal   June 28, 1999
____________________________________  Executive Officer)
 LandBank Environmental Properties
 LLC by LandBank, Inc., (signed by
  William Lynott, duly authorized
          representative)

      /s/ Richard R. Conte*          Treasurer (Principal         June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

       /s/ James G. Kirk
*By: _______________________________
           James G. Kirk
          Attorney-in-Fact


                                     II-38


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          THE DORCHESTER GROUP, LLC

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                   Date
             ---------                           -----                   ----

                                                             
       /s/ William Lynott*           Managing Member (Principal      June 28, 1999
____________________________________  Executive Officer)
 LandBank Environmental Properties
 LLC by LandBank, Inc., (signed by
  William Lynott, duly authorized
          representative)

      /s/ Richard R. Conte*          Treasurer (Principal            June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)
       /s/ James G. Kirk
*By: _______________________________
           James G. Kirk
          Attorney-in-Fact


                                     II-39


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          37-02 COLLEGE POINT BOULEVARD, LLC

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ William Lynott*           Managing Member (Principal     June 28, 1999
____________________________________  Executive Officer)
 LandBank Environmental Properties
 LLC by LandBank, Inc., (signed by
  William Lynott, duly authorized
          representative)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-40


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          GRADIENT CORPORATION

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ Neil S. Shifrin*           President (Principal           June 28, 1999
____________________________________  Executive Officer)
          Neil S. Shifrin


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

  /s/ Joseph K. Register, Jr.*       Sole Director                  June 28, 1999
____________________________________
      Joseph K. Register, Jr.


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact



                                     II-41


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          IT CORPORATION OF NORTH CAROLINA,
                                           INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
    /s/ Richard L. Giannelli*        Director, President and Chief  June 28, 1999
____________________________________  Executive Officer (Principal
        Richard L. Giannelli          Executive Officer)


      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

     /s/ Anthony J. DeLuca*          Director                       June 28, 1999
____________________________________
         Anthony J. DeLuca


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-42


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          OHM CORPORATION

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/  Anthony J. DeLuca*         Director, President and        June 28, 1999
____________________________________  Chief Executive Officer
         Anthony J. DeLuca            (Principal Executive
                                      Officer)

     /s/  Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

    /s/  Daniel A. D'Aniello*        Director                       June 28, 1999
____________________________________
        Daniel A. D'Aniello

      /s/  Philip B. Dolan*          Director                       June 28, 1999
____________________________________
          Philip B. Dolan

     /s/  Richard W. Pogue*          Director                       June 28, 1999
____________________________________
          Richard W. Pogue

    /s/  Charles W. Schmidt*         Director                       June 28, 1999
____________________________________
         Charles W. Schmidt


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-43


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          OHM REMEDIATION SERVICES CORP.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/  Anthony J. DeLuca*         Director, President and Chief  June 28, 1999
____________________________________  Executive Officer (Principal
         Anthony J. DeLuca            Executive Officer)


     /s/  Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

     /s/  Raymond J. Pompe*          Director                       June 28, 1999
____________________________________
          Raymond J. Pompe

   /s/  Philip O. Strawbridge*       Director                       June 28, 1999
____________________________________
       Philip O. Strawbridge


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-44


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Monroeville, State of Pennsylvania, on this 28th day of June, 1999.

                                          IT-TULSA HOLDINGS, INC.


                                          By:  /s/ James G. Kirk
                                             _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ Anthony J. DeLuca*          Sole Director and President    June 28, 1999
____________________________________  (Principal Executive
         Anthony J. DeLuca            Officer)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)



*By: /s/ James G. Kirk
    _____________________
      James G. Kirk
     Attorney-in-Fact


                                     II-45


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          SIELKEN, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
   /s/ Robert L. Sielken, Jr.*       Director, President and Chief  June 28, 1999
____________________________________  Executive Officer (Principal
       Robert L. Sielken, Jr.         Executive Officer)

      /s/ Richard R. Conte*          Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

     /s/ Robert F. Campbell*         Director                       June 28, 1999
____________________________________
         Robert F. Campbell

    /s/ Stephen J. Connolly*         Director                       June 28, 1999
____________________________________
        Stephen J. Connolly


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-46


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          BENECO ENTERPRISES, INC.

                                                    /s/ James G. Kirk
                                          By: _________________________________
                                                       James G. Kirk
                                                      Vice President

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                   Date
             ---------                           -----                   ----

                                                              
     /s/ Bennie Smith, Jr.*          Director and President          June 28, 1999
____________________________________  (Principal Executive Officer)
         Bennie Smith, Jr.

      /s/ Richard R. Conte*          Treasurer (Principal            June 28, 1999
____________________________________  Financial and Accounting
          Richard R. Conte            Officer)

      /s/ Robert Newberry*           Director                        June 28, 1999
____________________________________
          Robert Newberry

      /s/ Raymond J. Pompe*          Director                        June 28, 1999
____________________________________
          Raymond J. Pompe

   /s/ Philip O. Strawbridge*        Director                        June 28, 1999
____________________________________
       Philip O. Strawbridge

        /s/ Enzo Zoratto*            Director                        June 28, 1999
____________________________________
            Enzo Zoratto


    /s/ James G. Kirk

*By: _____________________

      James G. Kirk

     Attorney-in-Fact

                                     II-47


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          EMCON

                                                 /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
     /s/ Anthony J. DeLuca           Chief Executive Officer and    June 28, 1999
____________________________________  President (Principal
         Anthony J. DeLuca            Executive Officer)

   /s/ Philip O. Strawbridge         Vice President, Chief          June 28, 1999
____________________________________  Financial Officer
       Philip O. Strawbridge          (Principal Financial and
                                      Accounting Officer)

       /s/ James G. Kirk             Director                       June 28, 1999
____________________________________
           James G. Kirk

       /s/ Harry J. Soose            Director                       June 28, 1999
____________________________________
           Harry J. Soose

      /s/ James M. Redwine           Director                       June 28, 1999
____________________________________
          James M. Redwine


                                     II-48



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          ADVANCED ANALYTICAL SOLUTIONS, INC.

                                                 /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
   /s/ William J. Hengemihle         Director and President         June 28, 1999
____________________________________  (Principal Executive
       William J. Hengemihle          Officer)

      /s/ Richard R. Conte           Vice President and Treasurer   June 28, 1999
____________________________________  (Principal Financial and
          Richard R. Conte            Accounting Officer)

  /s/ Christopher Wittenbrink        Director                       June 28, 1999
____________________________________
      Christopher Wittenbrink

      /s/ Gary O. McEntee            Director                       June 28, 1999
____________________________________
          Gary O. McEntee

    /s/ R. Michael Momboisse         Director                       June 28, 1999
____________________________________
        R. Michael Momboisse


                                     II-49



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          AMERICAN LANDFILL SUPPLY CO.

                                                 /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
    /s/ Anthony A. Alexander         Director, Chief Executive      June 28, 1999
____________________________________  Officer, President,
        Anthony A. Alexander          Treasurer and Secretary
                                      (Principal Executive,
                                      Financial and Accounting
                                      Officer)

    /s/ Raymond J. Nardelli          Director                       June 28, 1999
____________________________________
        Raymond J. Nardelli


                                     II-50



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          EMCON ALASKA, INC.

                                                 /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ Andrew Dimitriou           Director and President         June 28, 1999
____________________________________  (Principal Executive
          Andrew Dimitriou            Officer)

        /s/ Mike Bronson             Director, Vice President,      June 28, 1999
____________________________________  Treasurer and Secretary
            Mike Bronson              (Principal Financial and
                                      Accounting Officer)

        /s/ Lisa B. Haas             Director                       June 28, 1999
____________________________________
            Lisa B. Haas


                                     II-51



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          EMCON INDUSTRIAL SERVICES, INC.

                                                /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ Bruce W. Nave             Director and President         June 28, 1999
____________________________________  (Principal Executive
           Bruce W. Nave              Officer)

       /s/ Mary A. Geiger            Treasurer and Secretary        June 28, 1999
____________________________________  (Principal Financial and
           Mary A. Geiger             Accounting Officer)

        /s/ Mark Shipps              Director                       June 28, 1999
____________________________________
            Mark Shipps


                                     II-52


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          KEYSTONE RECOVERY, INC.

                                          By: /s/ James G. Kirk
                                             ____________________________
                                                    James G. Kirk
                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
    /s/ Anthony A. Alexander         Director, Chief Executive      June 28, 1999
____________________________________  Officer, President,
        Anthony A. Alexander          Treasurer and Chairman of
                                      the Board of Directors
                                      (Principal Executive,
                                      Financial and Accounting
                                      Officer)

    /s/ Alan H. Silverstein          Director                       June 28, 1999
____________________________________
        Alan H. Silverstein


                                     II-53



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          LFG SPECIALTIES, INC.

                                                 /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
    /s/ Raymond J. Nardelli          President (Principal           June 28, 1999
____________________________________  Executive Officer)
        Raymond J. Nardelli

       /s/ Mary A. Geiger            Sole Director, Treasurer and   June 28, 1999
____________________________________  Secretary (Principal
           Mary A. Geiger             Financial and Accounting
                                      Officer)


                                     II-54



                                 SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          MONTEREY LANDFILL GAS CORPORATION


                                          By: /s/ James G. Kirk
                                             ____________________________
                                                    James G. Kirk
                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ Eugene Herson             Director, President,           June 28, 1999
____________________________________  Treasurer and Secretary
           Eugene Herson              (Principal Executive,
                                      Financial and Accounting
                                      Officer)

         /s/ John Pacey              Director                       June 28, 1999
____________________________________
             John Pacey


                                     II-55



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          NATIONAL EARTH PRODUCTS, INC.


                                          By: /s/ James G. Kirk
                                             ____________________________
                                                    James G. Kirk
                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
      /s/ Charles Gearhart           Director and President         June 28, 1999
____________________________________  (Principal Executive
          Charles Gearhart            Officer)

       /s/ Mary A. Geiger            Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
           Mary A. Geiger             Officer)

       /s/ Mark H. Shipps            Director                       June 28, 1999
____________________________________
           Mark H. Shipps

      /s/ Dennis M. Grimm            Director                       June 28, 1999
____________________________________
          Dennis M. Grimm

    /s/ R. Michael Momboisse         Director                       June 28, 1999
____________________________________
        R. Michael Momboisse

       /s/ Richard Peluso            Director                       June 28, 1999
____________________________________
           Richard Peluso


                                     II-56



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          ORGANIC WASTE TECHNOLOGIES, INC.

                                                 /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ Mark H. Shipps            Director, Chief Executive      June 28, 1999
____________________________________  Officer and President
           Mark H. Shipps             (Principal Executive
                                      Officer)

       /s/ Mary A. Geiger            Vice President, Treasurer      June 28, 1999
____________________________________  and Assistant Secretary
           Mary A. Geiger             (Principal Financial and
                                      Accounting Officer)

         /s/ John Pacey              Director and Chairman of the   June 28, 1999
____________________________________  Board of Directors
             John Pacey

    /s/ Raymond J. Nardelli          Director                       June 28, 1999
____________________________________
        Raymond J. Nardelli

    /s/ R. Michael Momboisse         Director                       June 28, 1999
____________________________________
        R. Michael Momboisse

       /s/ Richard Peluso            Director                       June 28, 1999
____________________________________
           Richard Peluso


                                     II-57



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Co-registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroeville, State of Pennsylvania, on this 28th day
of June, 1999.

                                          WEHRAN-NEW YORK, INC.

                                                 /s/ James G. Kirk

                                          By: ____________________________

                                                    James G. Kirk

                                             Vice President and Secretary

                             POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James G. Kirk and Philip O. Strawbridge,
and each of them, as his or her true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or could
do in person, lawfully do or cause to be done by virtue thereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



             Signature                           Title                  Date
             ---------                           -----                  ----

                                                             
       /s/ Dennis G. Fenn            Director, President and        June 28, 1999
____________________________________  Chief Executive Officer
           Dennis G. Fenn             (Principal Executive
                                      Officer)

      /s/ Gary O. McEntee            Treasurer (Principal           June 28, 1999
____________________________________  Financial and Accounting
          Gary O. McEntee             Officer)

       /s/ Richard Peluso            Director                       June 28, 1999
____________________________________
           Richard Peluso


                                     II-58


                               INDEX TO EXHIBITS



   Exhibit
     No.   Description
   ------- -----------
        
   3.1     Certificate of Incorporation of the Registrant as amended by
            Amendment to Certificate of Incorporation filed September 17, 1987
            with the Delaware Secretary of State(l) and amended by Certificate
            of Amendment to Certificate of Incorporation filed June 19, 1998
            with the Delaware Secretary of State(2) and by Certificate of
            Amendment of Certificate of Incorporation, dated as of December 21,
            1998, filed with the Delaware Secretary of State on December 23,
            1998.(3)
   3.2     Amended and Restated Bylaws of the Registrant as amended through June
            12, 1998.(2)
   3.3     Articles of Incorporation of Alaska Remediation Services Corp.
   3.4     By-Laws of Alaska Remediation Services Corp.
   3.5     Amended and Restated Articles of Incorporation of IT Corporation.
   3.6     Bylaws for the Regulation of IT Corporation.
   3.7     Articles of Incorporation of Fluor Daniel Environmental Services,
            Inc., as amended.
   3.8     Bylaws of Fluor Daniel Environmental Services, Inc.
   3.9     Restated Articles of Incorporation of Pacific Environmental Group,
            Inc.
   3.10    Second Amended and Restated Bylaws of Pacific Environmental Group,
            Inc.
   3.11    Articles of Organization of Kato Road LLC.
   3.12    Operating Agreement for Kato Road LLC.
   3.13    Articles of Incorporation of Jellinek, Schwartz & Connolly, Inc., as
            amended.
   3.14    Bylaws of Jellinek, Schwartz & Connolly, Inc.
   3.15    Articles of Incorporation of JSC International, Inc.
   3.16    Bylaws of JSC International, Inc.
   3.17    Certificate of Formation of Empire State I, LLC.
   3.18    Limited Liability Company Agreement for Empire State I, LLC.
   3.19    Certificate of Formation of Empire State II, LLC.
   3.20    Limited Liability Company Agreement for Empire State II, LLC.
   3.21    Certificate of Incorporation of GCAP Services, Inc.
   3.22    Bylaws of GCAP Services, Inc.
   3.23    Amended and Restated Certificate of Incorporation of Groundwater
            Technology, Inc.
   3.24    By-laws of Groundwater Technology, Inc.
   3.25    Certificate of Incorporation of IT C & V Operations, Inc.
   3.26    Bylaws of IT C & V Operations, Inc.
   3.27    Certificate Incorporation of IT E&C Operations, Inc., as amended.
   3.28    Bylaws of IT E & C Operations, Inc.
   3.29    Certificate of Incorporation of IT Environmental and Facilities, Inc.
   3.30    Bylaws of IT Environmental and Facilities, Inc.
   3.31    Certificate of Incorporation of IT International Holdings, Inc.
   3.32    Bylaws of IT International Holdings, Inc.
   3.33    Certificate of Incorporation of IT International Investments, Inc.,
            as amended.
   3.34    Bylaws of IT International Investments, Inc.





   Exhibit
     No.   Description
   ------- -----------
        
   3.35    Certificate of Incorporation of IT International Operations, Inc.,
            as amended.
   3.36    By-Laws of IT International Operations, Inc.
   3.37    Certificate of Incorporation of IT Investment Holdings, Inc.
   3.38    Bylaws of IT Investment Holdings, Inc.
   3.39    Certificate of Incorporation of IT Japan Services, Inc.
   3.40    Bylaws of IT Japan Services, Inc.
   3.41    Certificate of Incorporation of IT Korea Services, Inc.
   3.42    Bylaws of IT Korea Services, Inc.
   3.43    Certificate of Formation of LandBank Environmental Properties, LLC.
   3.44    Operating Agreement for LandBank Environmental Properties, LLC.
   3.45    Amended and Restated Certificate of Incorporation of LandBank, Inc.
   3.46    Bylaws of LandBank, Inc.
   3.47    Certificate of Incorporation of LandBank Remediation Corp.
   3.48    Bylaws of LandBank Remediation Corp.
   3.49    Certificate of Formation of Northeast Restoration Company, LLC.
   3.50    Limited Liability Company Agreement for Northeast Restoration
            Company, LLC.
   3.51    Certificate of Incorporation of PHR Environmental Consultants, Inc.,
            as amended.
   3.52    Bylaws of PHR Environmental Consultants, Inc.
   3.53    Certificate of Formation of The Dorchester Group, LLC.
   3.54    Limited Liability Company Agreement for The Dorchester Group, LLC.
   3.55    Certificate of Formation of 37-02 College Point Boulevard, LLC.
   3.56    Limited Liability Company Agreement for 37-02 College Point
            Boulevard, LLC.
   3.57    Articles of Organization of Gradient Corporation, as amended.
   3.58    By-laws of Gradient Corporation.
   3.59    Articles of Incorporation of IT Corporation of North Carolina, Inc.,
            as amended.
   3.60    By-laws of IT Corporation of North Carolina, Inc.
   3.61    Amended and Restated Articles of Incorporation of OHM Corporation.
   3.62    Regulations of OHM Corporation.
   3.63    Articles of Incorporation of OHM Remediation Services Corp., as
            amended.
   3.64    Regulations of OHM Remediation Services Corp.
   3.65    Articles of Incorporation of IT-Tulsa Holdings, Inc., as amended.
   3.66    Bylaws of IT-Tulsa Holdings, Inc.
   3.67    Articles of Incorporation of Sielken, Inc.
   3.68    By-laws of Sielken, Inc.
   3.69    Articles of Incorporation of Beneco Enterprises, Inc., as amended.
   3.70    By-Laws of Beneco Enterprises, Inc.
   3.71    Amended and Restated Articles of Incorporation of EMCON
   3.72    Bylaws of EMCON





   Exhibit
     No.   Description
   ------- -----------
        
   3.73    Articles of Incorporation of EMCON Alaska, Inc.
   3.74    Bylaws of EMCON Alaska, Inc.
   3.75    Articles of Incorporation of Wehran-New York, Inc.
   3.76    Bylaws of Wehran-New York, Inc.
   3.77    Certificate of Incorporation of Organic Waste Technologies, Inc.
   3.78    Bylaws of Organic Waste Technologies, Inc.
   3.79    Certificate of Incorporation of Advanced Analytical Solutions, Inc.
   3.80    Bylaws of Advanced Analytical Solutions, Inc.
   3.81    Articles of Incorporation of National Earth Products, Inc.
   3.82    Bylaws of National Earth Products, Inc.
   3.83    Articles of Incorporation of Keystone Recovery, Inc.
   3.84    Regulations of Keystone Recovery, Inc.
   3.85    Articles of Incorporation of American Landfill Supply Co.
   3.86    Bylaws of American Landfill Supply Co.
   3.87    Articles of Incorporation of LFG Specialties, Inc.
   3.88    Regulations of LFG Specialties, Inc.
   3.89    Articles of Incorporation of EMCON Industrial, Inc.
   3.90    Bylaws of EMCON Industrial, Inc.
   3.91    Articles of Incorporation of Monterey Landfill Gas Corporation
   3.92    Bylaws for the Regulation of Monterey Landfill Gas Corporation
   4.1     Certificate of Designations with respect to the Registrant's 7%
            Cumulative Convertible Exchangeable Preferred Stock, $100 par
            value.(4)
   4.2     Certificate of Designations, Preferences and Relative,
            Participating, Optional and Other Special Rights and
            Qualifications, Limitations and Restrictions Thereof of Cumulative
            Convertible Participating Preferred Stock of International
            Technology Corporation, issued November 20, 1996.(5)
   4.3     Indenture for the Registrant's 7% Convertible Subordinated
            Debentures Due 2008.(4)
   4.4     Indenture dated as of October 1, 1986 between OHM Corporation and
            United States Trust Company of New York, as Trustee, relating to
            OHM Corporation's 8% Convertible Subordinated Debentures due
            October 1, 2006.(6)
   4.5     Specimen Debenture Certificate.(7)
   4.6     First Supplemental Indenture dated as of May 20, 1994 by and among
            OHM Corporation and United States Trust Company of New York.(8)
   4.7     Second Supplemental Indenture dated as of June 11, 1998 among OHM
            Corporation, the Registrant, as guarantor, and United States Trust
            Company of New York.(2)
   4.8     Indenture dated as of April 9, 1999 among the Registrant, the
            Guarantors and The Bank of New York, as Trustee, relating to the
            Registrant's 11 1/4% Senior Subordinated Notes due 2009.*
   5.1     Opinion of Gibson, Dunn & Crutcher LLP.*
   10.1    Amended and Restated Credit Agreement, dated as of June 11, 1998,
            among the Registrant, IT Corporation, OHM Corporation, the
            institutions from time to time party thereto as lenders, the
            institutions from time to time party thereto as issuing banks,
            Citicorp USA Inc., in its capacity as administrative agent, and
            BankBoston, N.A., in its capacity as documentation agent.(9)





   Exhibit
     No.   Description
   ------- -----------
        
   10.2    First Amendment dated September 16, 1998 to the Amended and Restated
            Credit Agreement, dated as of June 11, 1998, among the Registrant,
            IT Corporation, OHM Corporation, the institutions from time to time
            party thereto as lenders, the institutions from time to time party
            thereto as issuing banks, Citicorp USA Inc., in its capacity as
            administrative agent, and BankBoston, N.A., in its capacity as
            documentation agent.(10)
   10.3    Second Amendment dated October 26, 1998 to the Amended and Restated
            Credit Agreement, dated as of June 11, 1998, among the Registrant,
            IT Corporation, OHM Corporation, the institutions from time to time
            party thereto as lenders, the institutions from time to time party
            thereto as issuing banks, Citicorp USA Inc., in its capacity as
            administrative agent, and BankBoston. N.A., in its capacity as
            documentation agent.(10)
   10.4    Third Amendment dated March 5, 1999 to the Amended and Restated
            Credit Agreement, dated as of June II, 1998, among the Registrant,
            IT Corporation, OHM Corporation, the institutions from time to time
            party thereto as lenders, the institutions from time to time party
            thereto as issuing banks, Citicorp USA Inc., in its capacity as
            administrative agent, and BankBoston, N.A., in its capacity as
            documentation agent.(35)
   10.5    Agreement and Plan of Merger, dated as of January 15, 1998, among
            OHM Corporation, the Registrant and IT-Ohio, Inc.(11)
   10.6    Parent Voting Agreement dated January 15, 1998 among OHM
            Corporation, the Registrant and the stockholders of Registrant
            named therein.(11)
   10.7    Company Voting Agreement dated January 15, 1998 among OHM
            Corporation, the Registrant and the shareholders of OHM Corporation
            named therein.(11)
   10.8    Option Termination Agreement dated January 15, 1998 between James L.
            Kirk and OHM Corporation.(11)
   10.9    Share Repurchase Agreement dated January 15, 1998 among OHM
            Corporation, the Registrant, Rust International, Inc. and Waste
            Management, Inc.(11)
   10.10   Second Amended and Restated Share Repurchase Agreement, dated as of
            February 17, 1998, among OHM Corporation, WMX, Rust, Rust Remedial
            Services Holding Company Inc. and Registrant.(12)
   10.11   Stock Purchase Agreement dated as of June 17, 1997 by and among OHM
            Corporation, Beneco Enterprises, Inc., Bennie Smith, Jr., Robert
            Newberry and Scott Doxey.(13)
   10.12   Agreement and Plan of Merger, dated as of October 27, 1998, among
            Fluor Daniel GTI, Inc., Tiger Acquisition Corporation and the
            Registrant.(10)
   10.13   Amended and Restated Marketing Agreement dated as of October 27,
            1998 between Fluor Daniel GTI, Inc. and Fluor Daniel, Inc.(10)
   10.14   Intercompany Services Agreement dated October 27, 1998 between the
            Registrant, Fluor Daniel, Inc. and Fluor Daniel GTI, Inc.(10)
   10.15   Share Purchase Agreement dated February 5, 1999 by and between the
            Shareholders of Roche Limited, Consulting Group, IT Holdings
            Canada, Inc. and the Registrant.(35)
   10.16   Asset Purchase Agreement, dated as of March 8, 1999, between the
            Registrant and ICF Kaiser International, Inc.(14)
   10.17   Purchase Agreement among the Registrant, the subsidiary guarantors
            signatory thereto, Donaldson, Lufkin & Jenrette Securities
            Corporation and Salomon Smith Barney, dated as of April 6, 1999.*
   10.18   Registration Rights Agreement among the Registrant, the subsidiary
            guarantors signatory thereto, Donaldson, Lufkin & Jenrette
            Securities Corporation and Salomon Smith Barney, dated as of April
            9, 1999.*





   Exhibit
     No.   Description
   ------- -----------
        
   10.19   Stock Redemption Agreement dated as of June 26, 1998, between
            Quanterra Incorporated, the Registrant and IT Corporation.(15)
   10.20   Securities Purchase Agreement dated as of August 28, 1996 between
            the Registrant and certain Purchasers identified therein affiliated
            with The Carlyle Group(5), including agreement by and between The
            Carlyle Group and the Registrant re financial advisory and
            investment banking fees.(16)
   10.21   Amendment No. 1, dated November 20, 1996, to Securities Purchase
            Agreement dated August 28, 1996, by and among the Registrant and
            certain Purchasers identified therein affiliated with The Carlyle
            Group.(17)
   10.22   Form of Warrant Agreement by and among the Registrant and certain
            Warrant Holders defined therein affiliated with The Carlyle Group,
            dated as of November 20, 1996.(5)
   10.23   Form of registration rights agreement by and among the Registrant
            and certain Investors affiliated with The Carlyle Group, dated
            November 20, 1996(5)
   10.24   Master Loan and Security Agreement dated May 11, 1993, between OHM
            Remediation Services Corp. and BOT Financial Corporation.(18)
   10.25   Amendment No. 1 to Master Loan and Security Agreement dated as of
            January 19, 1995 between BOT Financial Corporation and OHM
            Remediation Services Corp.(19)
   10.26   Promissory Note dated December 23, 1993 executed by OHM Remediation
            Services Corp. in favor of BOT Financial Corporation.(20)
   10.27   Promissory Note dated December 28, 1994 executed by OHM Remediation
            Services Corp. in favor of BOT Financial Corporation.(8)
   10.28   Loan and Security Agreement dated as of August 1, 1994 by and
            between OHM Remediation Services Corp. and Internationale
            Nederlanden Lease Structured Finance B.V.(21)
   10.29   Promissory Note dated August 31, 1994 executed by OHM Remediation
            Services Corp. in favor of Internationale Nederlanden Lease
            Structured Finance B.V.(21)
   10.30   Continuing Corporate Guaranty dated as of August 1, 1994 executed by
            OHM Corporation in favor of Internationale Nederlanden Lease
            Structured Finance B.V.(21)
   10.31   Non-Employee Directors' Retirement Plan, as amended and restated
            June 2, 1994(22)(23), as amended by the Amended and Restated Non-
            Employee Directors Retirement Plan, Amendment No. 5, dated November
            20, 1996.(22)(16)
   10.32   Description of the Special Turn-a-Round Plan (Fiscal Year 1995
            Management Incentive Plan) of the Registrant.(22)(24)
   10.33   1983 Stock Incentive Plan, as amended.(22)(25)
   10.34   1991 Stock Incentive Plan(22)(26) as modified by waiver dated
            November 20, 1996, by certain former Non-Employee Directors, in
            favor of the Registrant.(16)(22)
   10.35   Form of Amendment dated October 23, 1998, to the Restricted Stock
            and Escrow Agreement under the Registrant's 1991 Stock Incentive
            Plan.(22)(27)
   10.36   1996 Stock Incentive Plan, as amended and restated effective June
            11, 1998.(22)(28)
   10.37   OHM Corporation 1986 Stock Option Plan, as amended and restated as
            of May 10, 1994.(22)(29)
   10.38   OHM Corporation Nonqualified Stock Option Plan for
            Directors.(22)(30)
   10.39   OHM Corporation Directors' Deferred Fee Plan.(8)(22)
   10.40   Amendment No. 1 to OHM Corporation Directors' Deferred Fee
            Plan.(19)(22)
   10.41   OHM Corporation Retirement Savings Plan, as amended and restated as
            of January 1, 1994.(8)(22)





   Exhibit
     No.   Description
   ------- -----------
        
   10.42   Amendment No. 1 to OHM Corporation Retirement Savings Plan, as
            amended and restated as of January 1, 1994.(19)(22)
   10.43   Amendment No. 2 to OHM Corporation Retirement Savings Plan, as
            amended and restated as of January 1, 1994.(22)(31)
   10.44   OHM Corporation Retirement Savings Plan Trust Agreement between OHM
            Corporation and National City Bank, as Trustee, as amended and
            restated effective July 1, 1994.(8)(22)
   10.45   Fiscal Year 1997 Management Incentive Plan.(16)(22)
   10.46   Fiscal Year 1998 Management Incentive Plan.(16)(22)
   10.47   Retirement Agreement dated March 3, 1994 between Murray H. Hutchison
            and the Registrant (24)(22) as amended by First Amendment dated
            January 6, 1995 to the Retirement Agreement dated March 3, 1994
            between Murray H. Hutchison and the Registrant.(22)(32)
   10.48   Retirement Plan of IT, 1993 Restatement.(22)(24)
   10.49   Amendment Number One to IT Corporation Retirement Plan, dated as of
            July 1, 1995.(22)(33)
   10.50   Amendment Number Two to IT Corporation Retirement Plan, dated as of
            October 1, 1995.(22)(33)
   10.51   Amendment Number Three to IT Corporation Retirement Plan, dated as
            of July 15, 1996.(22)(34)
   10.52   Amendment Number Four to IT Corporation Retirement Plan, dated as of
            February 1, 1997.(16)(22)
   10.53   Amendment Number Five to IT Corporation Retirement Plan, dated as of
            May 13, 1997.(16)(22)
   10.54   Amendment Number Six to IT Corporation Retirement Plan dated as of
            May 27, 1998.(2)(22)
   10.55   Amendment Number Seven to IT Corporation Retirement plan dated as of
            December 31, 1998.(22)
   10.56   Executive Stock Purchase Interest Reimbursement Plan, approved
            September 6, 1995.(22)(26)
   10.57   Executive/Directors Deferred Compensation Plan, effective January 1,
            1996.(22)(26)
   10.58   Executive Restoration Plan, effective July 1, 1995 as amended
            through May 13, 1997.(22)(26)
   10.59   IT Corporation Deferred Compensation Plan (amended and restated
            effective January 1, 1998).(2)(22)
   10.60   IT Corporation Restoration Plan amended and restated effective
            January 1, 1998.(2)(22)
   10.61   1997 The IT Group, Inc. Non-Employee Directors Stock Plan--Director
            Fees, dated as of February 26, 1997.(22)(34)
   10.62   Employment Agreement, dated as of November 20, 1996, by and between
            the Registrant, IT Corporation, and Anthony J. DeLuca.(16)(22)
   10.63   Separation Agreement, dated as of April 10, 1998, by and between the
            Registrant, its subsidiaries and affiliates, and Franklin E.
            Coffman.(2)(22)
   10.64   Employment Agreement, dated as of November 20, 1996, by and between
            the Registrant, IT Corporation, and James R. Mahoney.(16)(22)
   10.65   Employment Agreement, dated as of November 20, 1996, by and between
            the Registrant, IT Corporation, and Raymond J. Pompe.(16)(22)
   10.66   Employment Continuation, Non-competition and Confidentiality
            Agreement dated the 17th day of June, 1997, by and between Beneco
            Enterprises, Inc., a Utah corporation, OHM Corporation, an Ohio
            corporation, and Scott Doxey.(2)(22)
   10.67   Employment Continuation, Non-competition and Confidentiality
            Agreement dated the 17th day of June, 1997, by and between Beneco
            Enterprises, Inc., a Utah corporation, OHM Corporation, an Ohio
            corporation, and Robert Newberry.(2)(22)





   Exhibit
     No.   Description
   ------- -----------
        
   10.68   Employment Continuation, Non-competition and Confidentiality
            Agreement dated the 17th day of June, 1997, by and between Beneco
            Enterprises, Inc., a Utah corporation, OHM Corporation, an Ohio
            corporation, and Bennie Smith, Jr.(2)(22)
   10.69   Form of Employment Agreement by and between OHM Corporation, and each
            of Pamela K.M. Beall, Robert I. Blackwell, Kris E. Hansel, Steven E.
            Harbour, James L. Kirk, Philip V. Petrocelli, Philip O. Strawbridge,
            and Michael A. Szomjassy, as amended by Amendment No. 1 in the case
            of each of Ms. Beall and Messrs. Blackwell, Hansel, Harbour,
            Strawbridge and Szomjassy, and as amended by Amendment No. 2 in the
            case of each of Ms. Beall and Messrs. Blackwell, Hansel, and
            Harbour.(2)(22)
   10.70   The IT Group, Inc. Severance and Retention Bonus Plan dated March 5,
            1998.(2)(22)
   10.71   Executive Stock Ownership Program by and between the Registrant and
            certain executive officers of the Registrant.(22)
   10.72   The IT Group, Inc. Executive Bonus Plan effective November 17, 1998
            (22)
   21.1    List of Subsidiaries of the Registrant.(35)
   23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
   23.2    Consent of Ernst & Young LLP, independent auditors.
   23.3    Consent of PricewaterhouseCoopers LLP, independent accountants.
   23.4    Consent of Mallette Maheu General Partnership Chartered Accountants.
   24.1    Power of Attorney (included on the signature pages hereto).
   25.1    Statement of Eligibility and Qualification of The Bank of New York on
            Form T-1.*
   99.1    Form of Letter of Transmittal.**
   99.2    Form of Notice of Guaranteed Delivery.**
   99.3    Form of Letter to Clients.**
   99.4    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
            and Other Nominees.**

- --------

  *  Previously filed with the Securities and Exchange Commission as an Exhibit
     to this Registration Statement on Form S-4.

 ** To be filed by amendment.
 (1) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1988 (No. 1-9037) and incorporated herein by reference.
 (2) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     27, 1998 and incorporated herein by reference.
 (3) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Current Report on Form 8-K dated December 23, 1998 and
     incorporated herein by reference.
 (4) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Registration Statement on Form S-3 (No. 33-65988) and
     incorporated herein by reference.
 (5) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Current Report on Form 8-K dated September 20, 1996
     and incorporated herein by reference.
 (6) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1986 and incorporated herein by reference.
 (7) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Amendment No. 1 to Registration Statement on Form S-
     l, No. 33-8296 and incorporated by reference.
 (8) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1994 and incorporated herein by reference.


 (9) Previously filed with the Securities and Exchange Commission as an Exhibit
     to Registrant's Current Report on Form 8-K dated June 11, 1998 and
     incorporated herein by reference.
(10) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Schedule 14D-1 dated November 3, 1998 and incorporated
     herein by reference.
(11) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Report on Form 8-K dated January 15, 1998.
(12) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Schedule 14D-1 (Amendment No. 5) dated February 18,
     1998 and incorporated herein by reference.
(13) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Current Report on Form 8-K filed on July 2, 1997 and
     incorporated herein by reference.
(14) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 8-K dated March 12, 1999 and
     incorporated herein by reference.
(15) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Quarterly Report on Form l0-Q for the quarter ended
     June 26, 1998 and incorporated herein by reference.
(16) Previously filed with the Securities and Exchange Commission as an Exhibit
     to Registrant's Annual Report on Form 10-K for the year ended March 28,
     1997.
(17) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Quarterly Report on Form l0-Q for the quarter ended
     December 27, 1996 and incorporated herein by reference.
(18) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form l0-Q for the quarter ended
     June 30, 1993 and incorporated herein by reference.
(19) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form 10-Q for the quarter ended
     June 30, 1995 and incorporated herein by reference.
(20) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1993 and incorporated herein by reference.
(21) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form l0-Q for the quarter ended
     September 30, 1994 and incorporated herein by reference.
(22) Filed as a management compensation plan or arrangement per Item 14(a)(3)
     of the Securities Exchange Act.
(23) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1995 and incorporated herein by reference.
(24) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1994 and incorporated herein by reference.
(25) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     31, 1993 and incorporated herein by reference.
(26) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Annual Report on Form 10-K for the year ended March
     29, 1996 and incorporated herein by reference.
(27) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
     September 25, 1998 and incorporated herein by reference.
(28) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Proxy Statement dated May 11, 1998 and incorporated
     herein by reference.
(29) Previously filed with the Securities and Exchange Commission as an
     Appendix to OHM Corporation's Proxy Statement for its Annual Meeting held
     May 10, 1994 and incorporated herein by reference.
(30) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1992 and incorporated herein by reference.


(31) Previously filed with the Securities and Exchange Commission as an Exhibit
     to OHM Corporation's Annual Report on Form 10-K for the year ended
     December 31, 1995 and incorporated herein by reference.
(32) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
     December 31, 1994 and incorporated herein by reference.
(33) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Form S-8 (No. 333-00651) and incorporated herein by
     reference.
(34) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Registration Statement on Form S-8 (No. 333-26143) and
     incorporated herein by reference.
(35) Previously filed with the Securities and Exchange Commission as an Exhibit
     to the Registrant's Transition Report on Form 10-K for the nine months
     ended December 25, 1998 and incorporated herein by reference.

EX-3.3

                                                                     EXHIBIT 3.3


          (Please do not write in spaces below - for Department use)
- -------------------------------------------------------------------------------
Date Received           FILING DATE:

Receipt No.:

Amount:
- -------------------------------------------------------------------------------

               (File the Original Application and an Exact Copy)
                           ARTICLES OF INCORPORATION
                        (Domestic Business Corporation)

The undersigned natural person(s) of the age of eighteen years or more, acting
as incorporator(s) of a corporation under the Alaska Corporation Code (AS
10.06), adopt the following Articles of Incorporation:  Please Submit Document
In Dark Legible Print.

ARTICLE 1  (See information and instructions)

- -------------------------------------------------------------------------------
The name of the corporation is:  Alaska Remediation Services Corp.
- -------------------------------------------------------------------------------

ARTICLE II  (See information and instructions)

- -------------------------------------------------------------------------------
1.  The corporation is organized for the purpose or purposes of:
                       Evironmental Remediation of Hazardous Materials
2.  The Standard Industrial Code(s) which most closely describe the initial
    activities of the corporation are:

                 Primary   4955         Secondary__________   Other________
                           ----

Stop:  both 1 and 2 must be completed.
- -------------------------------------------------------------------------------
ARTICLE III  (See information and instructions)
- -------------------------------------------------------------------------------


 The Shares which the corporation shall have authority to issue or the board to fix is:
                                                              
                 1,000                          Common                        0
            ------------------              --------------             ----------------
             Number of Shares                    Class                     Series
            ------------------              --------------             ----------------
             Number of Shares                    Class                     Series
            ------------------              --------------             ----------------
             Number of Shares                    Class                     Series
 --------------------------------------------------------------------------------------


ARTICLE IV (See information and instructions)
- --------------------------------------------------------------------------------
1.  The address (not P.O. Box) of the initial registered office is:
  c/o CT CORPORATION SYSTEM, Suite 300, 801 West Tenth Street, Juneau, Alaska
  99801
  -----
  ----------------------------------------------------------------------------
  No. and Street                             City                    Zip Code
2.  The address (not P.O. Box) of the initial registered office is:
  ----------------------------------------------------------------------------
  No. and Street                             City                    Zip Code
3.  The name of the initial registered agent at the registered office is:
              CT CORPORATION SYSTEM
- --------------------------------------------------------------------------------





ARTICLE V (See information and instructions)
- -------------------------------------------------------------------------------
The name and address of each alien affiliate is (if none, please indicate "N/A")

   Name                        Complete Residence or Business Address

N/A
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
(Use space below or attach additional pages for continuation of previous
Articles and/or additional Articles.)

Please indicate which article you are responding to and/or insert any desired
additional provisions authorized by the act by adding additional articles here
(see part 10 of instructions).









Please print or type the name below each signature.)

Signed by the incorporator or incorporators this 9th day of June, 1997.

/s/ Christine Vogt
- ---------------------------------------        ________________________________
Christine Vogt
/s/ Janet McKinney
- ---------------------------------------        ________________________________
Janet McKinney

_______________________________________        ________________________________


_______________________________________        ________________________________


_______________________________________        ________________________________


Subscribed and sworn before me this 9th day of June, 1997.


                                               /s/  Jean F. Stevens
                                               --------------------------------
                                                         Notary Public

                                   My commission expires:  October 7, 1997
                                        [Seal of Joan F. Stevens, Notary Public]

EX-3.4

                                                                     EXHIBIT 3.4
                                                                     -----------
                                  BY-LAWS OF
                       ALASKA REMEDIATION SERVICES CORP.

                                   ARTICLE I
                                   ---------

                                    OFFICES
                                    -------

     Section 1.  The registered office shall be located in Juneau, Alaska.

     Section 2.  The Corporation may also have offices at such other places both
within and without the State of Alaska as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II
                                   ----------

                        ANNUAL MEETINGS OF SHAREHOLDERS
                        -------------------------------

     Section 1.  All meetings of shareholders for the election of directors
shall be held at a place within or without the State of Alaska as may be fixed
from time to time by the Board of Directors.

     Section 2.  Annual meetings of shareholders, commencing with the year 1998,
shall be held on the date designated by the Board of Directors at 10:00 o'clock
A.M., or at such other hour as may be designated in the notice of said meeting,
at which they shall elect by a plurality vote a Board of Directors, and transact
such other business as may properly be brought before the meeting.

     Section 3.  Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than twenty or
more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, the


officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting.

                                  ARTICLE III
                                  -----------

                        SPECIAL MEETINGS OF SHAREHOLDERS
                        --------------------------------

     Section 1.  Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Alaska as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2.  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Board of Directors, the chairman of the
Board of Directors, the president or the holders of not less than one-tenth of
all the shares entitled to vote at the meeting.

     Section 3.  Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than twenty or more than sixty
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary, the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4.  The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                                   ----------

                           QUORUM AND VOTING OF STOCK
                           --------------------------

     Section 1.  The holders of a majority of the shares of stock entitled to
vote, represented in person or by proxy, shall constitute a quorum at all
meetings of the shareholders for the

                                       2


transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

     Section 2.  If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or the Articles of incorporation.

     Section 3.  Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except as otherwise provided in the Articles of Incorporation.  A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.

     Section 4.  Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by the holders of all outstanding
shares entitled to vote on the action.

                                   ARTICLE V
                                   ---------

                                   DIRECTORS
                                   ---------

     Section 1.  The number of directors, which shall not be less than three
(unless all of the shares of the Corporation are owned of record by one or two
shareholders in which case the

                                       3


number of directors may be less than three but not less than the number of
shareholders), may be fixed or changed at a meeting of the shareholders called
for the purpose of electing directors at which a quorum is present, by the
affirmative vote of the holders of a majority of the shares represented at the
meeting and entitled to vote on such proposal. In case the shareholders at any
meeting for the election of directors shall fail to fix the number of directors
to be elected, the number elected shall be deemed to be the number of directors
so fixed.

     Section 2.  Unless otherwise provided in the Articles of Incorporation and
except for a vacancy created by the removal of a director, vacancies on the
Board of Directors may be filled by a majority of the directors then in office,
whether or not less than a quorum.  A director elected to fill a vacancy shall
be elected for the unexpired portion of the term of his predecessor in office
and until his successor shall have been elected and qualified.  A director
elected to till a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been elected and qualified.

     Section 3.  The business affairs of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the shareholders.

     Section 4.  The directors may keep the books of the Corporation, except
such as are required by law to be kept within the state, outside of the State of
Alaska, at such place or places as they may from time to time determine.

     Section 5.  The Board of Directors, by the affirmative vote of a majority
of the directors then in office shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise.

                                       4


                                   ARTICLE VI
                                   ----------

                      MEETINGS OF THE BOARD OF  DIRECTORS
                      -----------------------------------

     Section 1.  Meetings of the Board of Directors, regular or special, may be
held either within or without the State of Alaska.

     Section 2.  Regular meetings of the Board of Directors may be held with or
without notice, at such time and at such place as shall from time to time be
determined by the Board.

     Section 3.  Special meetings of the Board of Directors may be called by the
chairman of the board, the president, a vice-president, the secretary or a
director.  A special meeting shall be held upon either notice in writing sent
ten days before the meeting or notice by electronic means, personal messenger,
or comparable person-to-person communication given at least twenty-four hours
before the meeting.  The notice shall include disclosure of the business to be
transacted and the purpose of the meeting.

     Section 4.  Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

     Section 5.  A majority of the number of directors then in office shall
constitute a quorum for the transaction of business unless a greater number is
required by law or by the Articles of Incorporation.  The act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors, unless the act of a greater number is required by
statute or by the Articles of Incorporation.  If a quorum shall not be present
at any meeting of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

                                       5


                                  ARTICLE VII
                                  -----------

                              EXECUTIVE COMMITTEES
                              --------------------

     Section 1.  The Board of Directors, by resolution adopted by a majority of
the number of directors fixed by the By-Laws or otherwise, may designate two or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the Board of Directors in the management of the Corporation, except as
otherwise required by law.  Vacancies in the membership of the committee shall
be filled by the Board of Directors at a regular or special meeting of the Board
of Directors.  The executive committee shall keep regular minutes of its
proceedings and report the same to the board when required.


                                  ARTICLE VIII
                                  ------------

                                    NOTICES
                                    -------

     Section 1.  Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated for
notice, shall be deemed equivalent to the giving of such notice.


                                  ARTICLE IX
                                  ----------

                                   OFFICERS
                                   --------

     Section 1.  The officers of the Corporation shall be chosen by the Board of
Directors and shall be a president, a secretary and a treasurer.  The Board of
Directors may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.

                                       6


     Section 2.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 3.  The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

     Section 4.  The officers of the Corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors.  Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

THE PRESIDENT
- -------------

     Section 6.  The president shall be the chief executive officer of the
Corporation, shall preside at all meetings of the shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.  He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

THE VICE-PRESIDENTS
- -------------------

     Section 8.  The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such

                                       7


other duties and have such other powers as the Board of Directors may from time
to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES
- ---------------------------------------

     Section 9.  The secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required.  He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be.  He shall have custody of the
corporate seal of the Corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary.  The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10.  The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the Board of Directors may from rime to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS
- --------------------------------------

     Section 11.  The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the

                                       8


Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.

     Section 12.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as treasurer and of
the financial condition of the Corporation.

     Section 13.  The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE X
                                   ---------

                            MISCELLANEOUS PROVISIONS
                            ------------------------

CERTIFICATES FOR SHARES
- -----------------------

     Section 1.  The shares of the Corporation shall be represented by a
certificate.  Certificates shall be signed by the president or a vice-president
and the secretary or an assistant secretary of the Corporation, and may be
sealed with the seal of the Corporation or a facsimile thereof.

     Section 2.  The signatures of the president or vice-president and the
secretary or assistant secretary of the Corporation upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar, other than the Corporation itself or an employee of the
Corporation.  In case any officer who has signed or whose facsimile signature
has been placed upon such certificates shall have ceased to be such officer
before such certificate

                                       9


is issued, the certificate may be issued by the Corporation with the same effect
as if the officer were an officer at the date of its issue.

LOST CERTIFICATES
- -----------------

     Section 3.  The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed.  When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

TRANSFER OF SHARES
- ------------------

     Section 4.  Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate canceled and the transaction recorded upon the books of the
Corporation.

CLOSING OF TRANSFER BOOKS
- -------------------------

     Section 5.  For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or an adjournment thereof, or
determining shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any proper purpose, the Board
of Directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, seventy days.  If the stock
transfer books are closed for the purpose of determining shareholders entitled
to notice of or to vote at a meeting of

                                       10


shareholders, such books shall be closed for at least twenty days immediately
preceding such meeting.

     Section 6.  In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for the determination of
shareholders, such date in any case to be not more than sixty days and, in case
of a meeting of shareholders, not less than twenty days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken.  If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or for the determination of shareholders entitled to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof

REGISTERED SHAREHOLDERS
- -----------------------

     Section 7.  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Alaska.

                                       11


LIST OF SHAREHOLDERS
- --------------------

     Section 8.  The officer or agent having charge of the transfer books for
shares shall make, at least twenty days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of and the number of shares held by each
shareholder, which list, for a period of twenty days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours.  Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting.  The original share ledger or transfer book, or a
duplicate thereof, shall be prima facie evidence as to the shareholders who are
entitled to examine such list or share ledger or transfer book or to vote at a
meeting of the shareholders.

DIVIDENDS
- ---------

     Section 9.  Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting pursuant to law.  Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation.

     Section 10.  Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other

                                       12


purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

CHECKS
- ------

     Section 11.  All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

FISCAL YEAR
- -----------

     Section 12.  The fiscal year of the Corporation shall end on December 31 of
each calendar year.

SEAL
- ----

     Section 13.  The corporate seal, if any, shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Alaska".  The seal, if any, may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.

AMENDMENTS
- ----------

     Section 14.  These By-Laws may be amended by the affirmative vote or the
written consent of the Board of Directors.

                                       13

EX-3.5

                                                                     EXHIBIT 3.5


                AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                      OF

                                IT CORPORATION

        Frank C. Rice and James M. Redwine certify that:

        1.      They are the Vice President and the Assistant Secretary,
respectively, of IT CORPORATION, a California corporation (the "Corporation").

        2.      The Articles of Incorporation of the Corporation, as amended
to the date of the filing of this certificate, including amendments set forth
herein but not separately filed (and with the omissions required by Section 910
of the Corporations Code), are amended and restated to read in their entirety as
set forth in Exhibit A attached hereto.
             ---------

        3.      The amended and restated Articles of Incorporation have been
dully approved by the board of directors of the Corporation.

        4.      The article amendments as included in the amended and restated
Articles of Incorporation (other than omissions required by Section 910 of the
Corporations Code) have been dully approved by the required vote of the
shareholders of the Corporation in accordance with Section 902 of the
Corporations Code.  The Corporation has only one class of shares and the number
of outstanding shares is One Thousand (1,000).  The number of shares voting in
favor of the amendments equaled to exceeded the vote required.  The percentage
vote required for the approval of the amendments was more than fifty percent
(50%) of the outstanding shares of the Corporation.




                                                /s/ Frank C. Rice
        Date:      5/7         , 1997           ------------------------------
               ----------------                 Frank C. Rice,
                                                Vice President



                                                /s/ James M. Redwine
        Date:      5/7         , 1997           -------------------------------
              -----------------                 James M. Redwine,
                                                Assistant Secretary


                                   EXHIBIT A
                                   ---------

                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                IT CORPORATION


     One:   The name of the corporation is:

                                IT CORPORATION

     Two:   The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

     Three: The corporation is authorized to issue only one class of shares of
stock, to be designated as common stock, and the total number of shares which
this corporation is authorized to issue is two million (2,000,000), $1.00 par
value.

     Four:  The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

     Five:  The corporation is authorized to indemnify the directors and
officers of the corporation to the fullest extent permissible under California
Law.

     Six:   One-third (1/3) of all shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders.

EX-3.6

                                                                     EXHIBIT 3.6

                     BYLAWS FOR THE REGULATION, EXCEPT AS

                     OTHERWISE PROVIDED BY STATUTE OR ITS

                         ARTICLES OF INCORPORATION, OF


                                IT CORPORATION,

                           a California corporation


                               TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I Offices.........................................................     1

     Section 1.01  Principal Executive Office.............................     1

ARTICLE II Shareholders...................................................     1

     Section 2.01  Annual Meetings........................................     1

     Section 2.02  Special Meetings.......................................     2

     Section 2.03  Adjourned Meetings.....................................     2

     Section 2.04  Place of Meetings......................................     3

     Section 2.05  Notice of Shareholder Meetings.........................     3

     Section 2.06  Quorum of the Shareholders.............................     5

     Section 2.07  Conduct of Meetings....................................     6

     Section 2.08  Proxies................................................     6

     Section 2.09  Voting.................................................     7

     Section 2.10  Inspectors of Election.................................     8

     Section 2.11  Validation of Defectively Called or Noticed Meetings...     9

     Section 2.12  Action Without Meeting.................................    10

ARTICLE III Directors.....................................................    12

     Section 3.01  Powers.................................................    12

     Section 3.02  Number of Directors....................................    13

     Section 3.03  Election and Term of Office............................    13

     Section 3.04  Creation and Filling of Vacancies on the Board.........    13

     Section 3.05  Fees and Compensation..................................    15

     Section 3.06  Organization Meeting...................................    15


                                       i


                                                                                     
     Section 3.07  Other Regular Meetings...........................................    15

     Section 3.08  Special Meeting..................................................    15

     Section 3.09  Place of Meetings................................................    16

     Section 3.10  Action at a Meeting: Ouorum and Required Vote....................    17

     Section 3.11  Adjournment......................................................    17

     Section 3.12  Action Without Meeting...........................................    18

     Section 3.13  Committees of the Board..........................................    18

     Section 3.14  Loans to Officers................................................    19

ARTICLE IV Officers.................................................................    20

     Section 4.01  Officers.........................................................    20

     Section 4.02  Election and Term of Office......................................    20

     Section 4.03  Removal and Resignation..........................................    20

     Section 4.04  Vacancies........................................................    21

     Section 4.05  Duties and Compensation..........................................    21

ARTICLE V Indemnification of Agents of the Corporation; Purchase of Liability
     Insurance......................................................................    21

     Section 5.01  Indemnification of Agents........................................    21

ARTICLE VI Miscellaneous............................................................    27

     Section 6.01  Record Date......................................................    27

     Section 6.02  Maintenance of Books and Records.................................    28

     Section 6.03  Inspection of Corporate Records..................................    29

     Section 6.04  Annual and Other Reports.........................................    30

     Section 6.05  Certificates for Shares..........................................    32

     Section 6.06  Representation of Shares of This and Other Corporations..........    34

     Section 6.07  Construction of These Bylaws.....................................    35



                                      ii


                                                                         
ARTICLE VII Amendments....................................................  36

     Section 7.01  Power of Shareholders..................................  36

     Section 7.02  Power of Directors.....................................  36

CERTIFICATE OF SECRETARY..................................................  38



                                      iii



                     BYLAWS FOR THE REGULATION, EXCEPT AS

                     OTHERWISE PROVIDED BY STATUTE OR ITS

                         ARTICLES OF INCORPORATION, OF

                                IT CORPORATION,

                           a California corporation

                                   ARTICLE I

                                    Offices

     Section 1.01  Principal Executive Office.  The principal executive office
                   --------------------------
of the corporation is located at: 2790 Mosside Boulevard, Monroeville,
Pennsylvania 15146-2792. The board of directors shall have full power and
authority to, and to authorize appropriate officers of the corporation to,
change the location of said principal executive office and to establish other
offices of the corporation.

                                  ARTICLE II

                                 Shareholders

     Section 2.01  Annual Meetings.  An annual meeting of shareholders shall be
                   ---------------
held for the election of directors on the third Thursday of July in each year
(or, should such day fall upon a legal holiday, then at the same time on the
first day thereafter which is not a legal holiday) at 9:30 a.m. of such day, or
at such other time and/or date as the board of directors shall determine;
provided, however, that such meeting shall be held not more than fifteen (15)
months after the last preceding annual meeting (or, in the case of the first
annual meeting, after the organization of the corporation). Any other proper
business may be transacted at the annual meeting.

                                       1


     Section 2.02  Special Meetings.  Special meetings of the shareholders, for
                   ----------------
the purpose of taking any action permitted by the shareholders under the General
Corporation Law and the Articles of Incorporation, may be called at any time by
the board of directors, by one or more shareholders entitled to cast not less
than ten percent (10%) of the votes at the meeting, or by any officer of the
corporation. Upon request in writing directed to an officer of the corporation
by any person (other than the board) entitled to call a special meeting of
shareholders that a special meeting of shareholders be called for any proper
purpose, the officer forthwith shall cause notice to be given to shareholders
entitled to vote that a meeting will be held at a time requested by the person
or persons calling the meeting, but not less than thirty-five (35) days, nor
more than sixty (60) days, after receipt of the request.

     Section 2.03  Adjourned Meetings.  Any shareholders' meeting, annual or
                   ------------------
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of a majority of the shares, the holders of which are either present
in person or represented by proxy thereat, but in the absence of a quorum no
other business may be transacted at such meeting, except as provided in Section
2.06.

     When a shareholders' meeting is adjourned to another time or place, except
as provided below, notice need not be given of the time and place of or of the
business to be conducted at the adjourned meeting if the time and place thereof
are announced at the meeting at which such adjournment is taken. When any
shareholders' meeting is adjourned for forty-five (45) days or more, or if after
adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each shareholder of record entitled to vote
at the meeting.

                                       2


     At the adjourned meeting, provided that the quorum requirements of Section
2.06 are satisfied, the corporation may transact any business which might have
been transacted at the original meeting.

     Section 2.04  Place of Meetings.  Each annual or special meeting of
                   -----------------
shareholders shall be held at such location as may be determined by the board of
directors, or if no such determination is made, at such place as may be
determined by the chief executive officer, or by any other officer authorized by
the board of directors or the chief executive officer to make such
determination. If no location is so determined, any annual or special meeting
shall be held at the principal executive office of the corporation.

     Section 2.05  Notice of Shareholder Meetings.  Written notice of any
                   ------------------------------
meeting of shareholders shall be given to each shareholder entitled to vote,
either personally or by first-class mail, or, if the outstanding shares of the
corporation are held of record by 500 or more persons (determined as provided by
Section 605 of the General Corporation Law) on the record date for the
shareholders' meeting, by third-class mail, or other means of written or
electronic communication, charges prepaid, addressed to such shareholder at such
shareholder's address appearing on the books of the corporation or given by such
shareholder to the corporation for the purpose of notice.  If no such address
appears on the books of the corporation and a shareholder has given no address
for the purpose of notice, then notice shall be deemed to have been given to
such shareholder if it is (i) sent by mail or other means of written
communication addressed to the place where the principal executive office of the
corporation is located, or (ii) published at least once in a newspaper of
general circulation in the county in which said principal executive office is
located.

                                       3


     Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
or electronic communication.  An affidavit of mailing of any such notice in
accordance with the foregoing provisions, executed by the secretary, assistant
secretary or any transfer agent of the corporation, shall be prima facie
                                                             ----- -----
evidence of the giving of the notice.

     If any notice addressed to the shareholder at the address of such
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at such address, all future notices shall be deemed to have been duly given to
such shareholder without further mailing if the same shall be available for the
shareholder upon written demand of the shareholder at the principal executive
office of the corporation for a period of one year from the date of the giving
of the notice to all other shareholders.

     Such written notice shall be given to each shareholder entitled to vote at
the meeting not less than ten (10) (or, if sent by third-class mail, thirty
(30)) days nor more than sixty (60) days before the date of the meeting.  Such
written notice shall state:

          (a)  the place, the date, and the hour of such meeting; and

          (b)  in the case of a special meeting, the general nature of the
business to be transacted (and no other business may be transacted at such
meeting); and

          (c)  in the case of the annual meeting, those matters which the board,
at the time of the mailing of the notice, intends to present for action by the
shareholders, but, subject to the requirements of (d), (e) and (f) below, any
proper matter may be presented at the meeting for action by the shareholders;
and

                                       4


          (d)  if directors are to be elected, the names of nominees intended at
the time of the notice to be presented by the board for election; and

          (e)  the general nature of any proposal to take action with respect to
approval of (i) a contract or other transaction between the corporation and one
or more of its directors or other persons described in Section 310 of the
General Corporation Law, (ii) amendment of the Articles of Incorporation, (iii)
a reorganization of the corporation as defined in Section 181 of the General
Corporation Law, (iv) voluntary dissolution of the corporation, or (v) a plan of
distribution in the course of dissolution of the corporation other than in
accordance with the liquidation rights of outstanding preferred shares, if any,
pursuant to Section 2007 of the General Corporation Law; and

          (f)  such other matters, if any, as may be expressly required by
applicable law.

     Section 2.06.  Quorum of the Shareholders.  One-third (1/3) of all shares
                    --------------------------
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders.  Whenever under the General Corporation Law any
shares are disqualified from voting on any matter, they shall not be considered
outstanding for purposes of determining the quorum required at a meeting held to
act upon that matter.

     The shareholders present at a duly called or held meeting at which a quorum
is present may continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum, and by any greater number of shares otherwise
required to take such action by applicable law or the Articles of Incorporation.

                                       5


     Section 2.07  Conduct of Meetings.  Subject to the requirements of
                   -------------------
applicable law, and the express provisions of the Articles of Incorporation and
these bylaws, all annual and special meetings of shareholders shall be conducted
in accordance with such rules and procedures as the board of directors may
determine and, as to matters not governed by such rules and procedures, as the
chairman of such meeting shall determine.  The chairman of any annual or special
meeting of shareholders shall be designated by the board of directors and, in
the absence of any such designation, shall be the president of the corporation.

     Section 2.08  Proxies.  Every person entitled to vote shares of this
                   -------
corporation shall have the right to do so in person or by a written proxy
executed by such person or his duly authorized agent and filed with the
secretary of the corporation, authorizing another person or persons to vote or
execute consents with respect to such shares. Subject to the provisions of this
Section and applicable law, any proxy duly executed continues in full force and
effect until revoked by the person executing it prior to the vote pursuant
thereto.

     A proxy (other than a proxy which states that it is irrevocable and
otherwise meets the requirements of Section 705(e) of the General Corporation
Law) is revoked by:

          (a)  a written instrument revoking it, delivered to the corporation
prior to the vote pursuant thereto, or a duly executed proxy bearing a later
date, executed by the person executing the proxy being revoked and presented at
the meeting; or

          (b)  as to any meeting, by attendance at such meeting and voting of
the shares subject thereto by the person executing the proxy; or

          (c)  written notice of the death or incapacity of the maker of such
proxy received by the corporation before the vote pursuant thereto is counted
(but the death or

                                       6


incapacity of the maker of the proxy does not revoke the proxy prior to the
receipt by the corporation of such written notice); or

          (d)  the expiration of eleven (11) months from the date of the
execution of the proxy, unless the person executing it specifies therein the
length of time for which such proxy is to continue in force.

     Section 2.09  Voting.  The board of directors may fix a record date for the
                   ------
determination of the shareholders entitled to vote at any meeting of
shareholders, and if a record date for voting purposes is not fixed by the
board, it shall be determined as provided in Section 6.01 below.

     Unless the Articles of Incorporation provide for more or less than one vote
per share, and subject to the following provisions with respect to voting on
election of directors, each outstanding share, regardless of class, shall be
entitled to one vote on each matter on which such share is entitled to be voted.
Subject to the requirements of the next sentence, every shareholder entitled to
vote at any election for directors shall have the right to cumulate such
shareholder's votes and to give one candidate a number of votes equal to the
number of directors to be elected by the class of shares such shareholder is
entitled to vote, multiplied by the number of votes to which such shareholder's
shares are normally entitled, or to distribute such shareholder's votes on the
same principle among as many candidates as the shareholder thinks fit.  No
shareholder shall be entitled to cumulate votes in accordance with the preceding
sentence unless the name of the candidate or candidates for whom such votes
would be cast has been placed in nomination prior to the voting and any
shareholder has given notice at the meeting, prior to the voting, of such
shareholder's intention to cumulate such shareholder's votes.  Any holder of
shares entitled to vote on any matter may vote part of the shares in favor of
the proposal and refrain from voting

                                       7


the remaining shares or (except in voting upon election of directors) vote them
against the proposal, but, if the shareholder fails to specify the number of
shares such shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
such shareholder is entitled to vote. Voting by the shareholders may be a voice
vote (subject to applicable law, including any requirement with respect to one
vote per share) or by ballot; provided, however, that all elections for
directors must be by ballot upon demand made by a shareholder at the meeting and
before the voting begins.

     Except as provided in the second paragraph of Section 2.06:

          (a)  the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting by
classes is required for such act by the General Corporation Law or the Articles
of Incorporation, provided that, whenever under the General Corporation Law any
shares are disqualified from voting on any matter, such shares shall not be
considered outstanding for purposes of determining the required vote to approve
such matter; and

          (b)  in the election of directors, the candidates receiving the
highest number of affirmative votes of shares entitled to be voted for them, up
to the number of directors to be elected by such shares, are elected. Votes
against the director and votes withheld shall have no legal effect.

     Section 2.10  Inspectors of Election.  In advance of any meeting of
                   ----------------------
shareholders, the board of directors may appoint inspectors of election to act
at such meeting and any adjournment thereof.  If inspectors of election are not
so appointed, or if any persons so appointed fail to appear or refuse to act,
then, unless other persons are appointed by the board of directors prior to

                                       8


the meeting, the chairman of any such meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election (or
persons to replace those who fail to appear or refuse to act) at the meeting.
The number of inspectors shall be either one or three. If inspectors of election
are to be appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed.

     The duties of such inspectors shall be as prescribed by Section 707 of the
General Corporation Law and shall include: (a) determining the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity and effect of proxies;
(b) receiving votes, ballots or consents; (c) hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; (d) counting and tabulating all votes or consents and determining the
result; and (e) taking such other action as may be proper to conduct the
election or vote with fairness to all shareholders. In the determination of the
validity and effect of proxies the dates contained on the forms of proxy shall
presumptively determine the order of execution of the proxies, regardless of the
postmark dates on the envelopes in which they are mailed.

     The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical.  If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.  Any report or certificate made by the inspectors of election is prima
                                                                      -----
facie evidence of the facts stated therein.
- -----

     Section 2.11  Validation of Defectively Called or Noticed Meetings.  The
                   ----------------------------------------------------
transactions of any meeting of shareholders, however called and noticed and
wherever held, are as valid as

                                       9


though had at a meeting duly held after regular call and notice, if the quorum
requirements of Section 2.06 are satisfied, and if, either before or after the
meeting, each of the following persons signs a written waiver of notice, or a
consent to the holding of such meeting, or an approval of the minutes thereof:

          (a)  any person entitled to vote at the meeting not present at the
meeting in person or by proxy;

          (b)  any person who, though present, has, at the beginning of the
meeting, properly objected to the transaction of any business because the
meeting was not lawfully called or convened; or

          (c)  any person who, though present, during the meeting has properly
objected to the consideration of particular matters of business required by the
General Corporation Law to be included in the notice of the meeting, but not so
included.

     All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

     Except as otherwise provided in the Articles of Incorporation and subject
to the next sentence, neither the business to be transacted at, nor the purpose
of, any annual or special meeting of shareholders need be specified in any
written waiver of notice, consent to the holding of the meeting or approval of
the minutes thereof. Any such waiver of notice of or consent to the holding of a
meeting at which a proposal described in Section 2.05(e) was or is to be acted
upon shall contain a statement of the general nature of such proposal if no such
statement was included in the notice of meeting.

     Section 2.12  Action Without Meeting.  Unless otherwise provided in the
                   ----------------------
Articles of Incorporation:

                                       10


     Directors may only be elected without a meeting by unanimous written
consent of all of the persons who would be entitled to vote for the election of
such directors, provided that, if a vacancy occurs for any reason other than the
removal of a director, and if the vacancy is not filled by the remaining
directors, then the vacancy may be filled by the written consent of holders of a
majority of the outstanding shares entitled to vote for the election of the
director whose vacancy has occurred.

     Unless otherwise provided in the Articles of Incorporation, any other
action which, under any provision of the General Corporation Law, may be taken
at a meeting of the shareholders, may be taken without a meeting, upon notice
(if required) as hereinafter set forth, if a consent in writing, setting forth
the action so taken, is signed by the holders of outstanding shares 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.

     All such written consents shall be filed with the secretary of the
corporation.

     The board of directors may fix a record date for the determination of
shareholders entitled to give such written consent, and, if the record date for
such determination is not fixed by the board, it shall be determined as provided
in Section 6.01 below.

     Unless the consents of all shareholders entitled to vote have been
solicited in writing,

          (a)  Written notice of any proposed shareholder approval, without a
meeting and by less than unanimous written consent, of any of the following
proposals shall be given at least ten (10) days before the consummation of the
action authorized by such approval:  (i) a contract or other transaction between
the corporation and one or more of its directors or other persons described in
Section 310 of the General Corporation Law; (ii) indemnification of an

                                       11


agent of the corporation as authorized by Article V of these bylaws or
otherwise; (iii) a reorganization of the corporation as defined in Section 181
of the General Corporation Law; or (iv) a plan of distribution in the course of
dissolution of the corporation other than in accordance with the liquidation
rights of outstanding preferred shares, if any, pursuant to Section 2007 of the
General Corporation Law; and

          (b)  Prompt written notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less than
unanimous written consent; in each case to those shareholders entitled to vote
who have not consented in writing. Such notices shall be given in the manner and
shall be deemed to have been given as provided in the first three paragraphs of
Section 2.05 of these bylaws.

     Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or a personal representative of the
shareholder, or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time filed with the secretary
of the corporation, but may not do so thereafter. Such revocation, if timely, is
effective upon its receipt by the secretary of the corporation.

                                  ARTICLE III

                                   Directors

     Section 3.01  Powers.  Subject to limitations of the General Corporation
                   ------
Law and any limitations in the Articles of Incorporation as to action required
to be authorized or approved by the shareholders, the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the board of directors. Subject to the

                                       12


foregoing, the board may delegate the management of the day-to-day operation of
the business of the corporation to officers, agents and employees of the
corporation.

     Section 3.02  Number of Directors.  The number of directors of the
                   -------------------
corporation shall be not less than seven (7) nor more than thirteen (13), until
changed in accordance with applicable law.  The exact number of directors shall
be fixed from time to time, within the limits specified, by resolution of the
board of directors or the shareholders.  Subject to the foregoing provisions for
changing the exact number of directors, the number of directors of this
corporation shall be nine (9).

     Section 3.03  Election and Term of Office.  At each annual meeting of
                   ---------------------------
shareholders the directors shall be elected to hold office until the next annual
meeting.  Each director, including a director elected to fill a vacancy, shall
hold office until expiration of the term for which such director was elected,
and until a successor has been elected and qualified, subject to the General
Corporation Law and the provisions of these bylaws with respect to vacancies on
subject to the General Corporation Law and the provisions of these bylaws with
respect to vacancies on the board.

     Section 3.04  Creation and Filling of Vacancies on the Board.  A vacancy or
                   ----------------------------------------------
vacancies on the board of directors shall be deemed to exist in case of the
death, removal or resignation of any director, if the authorized number of
directors is increased, or if the shareholders fail, at any annual or special
meeting of shareholders at which any director or directors are to be elected, to
elect the full authorized number of directors to be elected at that meeting.

     The board of directors may remove any director who has been declared of
unsound mind by an order of court or who has been convicted of a felony.  In
addition, any or all of the

                                       13


directors may be removed without cause if such removal is approved by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote on the election of directors, subject to the following:

          (a)  No director may be removed (unless the entire board is removed)
when the votes cast against removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted cumulatively at an
election at which the same total number of votes were cast (or, if such action
is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of the directors most recent
election were then being elected; and

          (b)  When by the provisions of the Articles of Incorporation the
holders of the shares of any class or series, voting as a class or series, are
entitled to elect one or more directors, any director so elected may be removed
only by the applicable vote of the holders of the shares of that class or
series.

     Any director may resign effective upon giving written notice to the
chairman of the board, the president, the secretary or the board of directors of
the corporation, or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.  If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes effective.

     Unless otherwise provided in the Articles of Incorporation, vacancies in
the board of directors, including those created by the removal of any director,
may be filled by the affirmative vote of a majority of the remaining directors
at a meeting duly held (or by the unanimous written consent of the remaining
directors), though less than a quorum, or by a sole remaining director,

                                       14


and each director so elected shall hold office until occurrence of an event
specified above creating a vacancy in such director's office or until such
director's successor is elected and qualified. The shareholders may elect a
director or directors at any time to fill any vacancy or vacancies not filled by
the directors.

     Section 3.05  Fees and Compensation.  By resolution of the board of
                   ---------------------
directors, one or more of the directors may be paid a retainer for their
services as directors, or a fixed fee (with or without expenses of attendance)
for attendance at each meeting, or both.  Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation therefor.

     Section 3.06  Organization Meeting.  Immediately following each annual
                   --------------------
meeting of shareholders, the board of directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by the
board of directors, for the purpose of organization, election of officers, and
the transaction of other business.  Call and notice of such meeting are hereby
dispensed with.

     Section 3.07  Other Regular Meetings.  Other regular meetings of the board
                   ----------------------
of directors may be held at the time and place of regular meetings of the board
fixed in advance by the board of directors.  Call and notice of such regular
meetings of the board of directors are hereby dispensed with.

     Section 3.08  Special Meeting.  Special meetings of the board of directors,
                   ---------------
for the purpose of taking any action permitted by the directors under the
General Corporation Law and the Articles of Incorporation, may be called at any
time by the chairman of the board, the president, any vice president, the
secretary or by any two directors.

                                       15


     Notice of a meeting need not be given to any director who signs a waiver of
notice or a consent to hold the meeting or an approval of the minutes thereof,
whether before or after the meeting, or who attends the meeting without
protesting, prior to the meeting or at its commencement, the lack of notice to
such director.  All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.  Subject to the
preceding sentence, notice of the time and place of special meetings shall be
given to each director (a) personally or by telephone or by telegraph, in each
case forty-eight (48) hours prior to the holding of the meeting, or (b) by mail,
charges prepaid, addressed to him at his address as it is shown upon the records
of the corporation or, if it is not so shown on such records and is not readily
ascertainable, at the place at which the meetings of the directors are regularly
held, at least four (4) days prior to the holding of the meeting.  Notice by
mail shall be deemed to have been given at the time a written notice is
deposited in the United States mails, postage prepaid.  Any other written notice
shall be deemed to have been given at the time it is personally delivered to the
recipient or is delivered to a common carrier for transmission, or actually
transmitted by the person giving the notice by electronic means, to the
recipient.  Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.

     Any notice, waiver of notice or consent to holding a meeting shall state
the time and place of the meeting but need not specify the purpose of the
meeting.

     Section 3.09  Place of Meetings.  Regular and special meetings of the board
                   -----------------
of directors may be held at any place within or without the State which has been
designated by resolution of

                                       16


the board. In the absence of such designation meetings shall be held at the
principal executive office of the corporation.

     Section 3.10  Action at a Meeting:  Quorum and Required Vote.  Presence in
                   ----------------------------------------------
person of either one-third (1/3) of the exact number of authorized directors, or
two (2) directors, whichever is greater, at a meeting shall constitute a quorum
of the board for the transaction of business, except as hereinafter provided.
Members of the board may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another.  Participation in a meeting
as permitted in the preceding sentence constitutes presence in person at such
meeting.

     Except as provided in the next sentence, every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present is the act of the board of directors, unless a greater number is
required by applicable law, by the Articles of Incorporation, or by these
bylaws.  A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that any
action taken must be approved by at least a majority of the required quorum for
such meeting.

     Section 3.11  Adjournment.  A majority of the directors present at any
                   -----------
meeting, whether or not a quorum is present, may adjourn any directors' meeting
to another time and place.  If any meeting is adjourned for more than twenty-
four (24) hours, notice of any adjournment to another time or place shall be
given prior to the time of the adjourned meeting to the directors who were not
present at the time of adjournment.  Otherwise notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place is fixed at the meeting adjourned.

                                       17


     Section 3.12  Action Without Meeting.  Any action required or permitted to
                   ----------------------
be taken by the board of directors may be taken without a meeting if all members
of the board shall individually or collectively consent in writing to such
action.  Such written consent or consents shall be filed with the minutes of the
proceedings of the board and shall have the same force and effect as a unanimous
vote of such directors.

     Section 3.13  Committees of the Board.  By resolution adopted by a majority
                   -----------------------
of the authorized number of directors, the board of directors may designate an
executive committee, an audit committee and such other committees as it shall
determine, each consisting of two or more directors, to serve at the pleasure of
the board, and prescribe the manner in which proceedings of such committees
shall be conducted.  The appointment of members or alternate members of a
committee shall be by a majority vote of the authorized number of directors.
For purposes of these bylaws, the term "audit committee" shall mean any
committee of the board of directors to which is delegated the function of
periodically reviewing the financial condition, and the results of audit
examinations, of the corporation with the corporation's independent public
accountants.  The audit committee, if appointed, shall not include any officer
or employee of the corporation unless the board of directors shall specifically
designate an officer or employee to serve on such committee.

     Unless, to the extent permitted by the General Corporation Law, the board
of directors shall otherwise prescribe the manner of proceedings of any such
committee, the provisions of these bylaws and Section 307 of the General
Corporation Law with respect to notice and conduct of meetings of the board
shall govern committees of the board and action by such committees.

                                       18


     Any such committee, to the extent provided in a resolution of the board,
shall have all of the authority of the board, except with respect to:

          (a)  the approval of any action for which the General Corporation Law
or the Articles of Incorporation also require approval of the shareholders or
approval of the outstanding shares;

          (b)  the filling of vacancies on the board or on any committee;

          (c)  the fixing of compensation of the directors for serving on the
board or on any committee;

          (d)  the adoption, amendment or repeal of bylaws;

          (e)  the amendment or repeal of any resolution of the board which by
its express terms is not so amendable or repealable;

          (f)  any distribution to the shareholders, except at a rate or in a
periodic amount or within a price range determined by the board; and

          (g)  the appointment of other committees of the board or the members
thereof.

     Section 3.14  Loans to Officers.  If the corporation has outstanding shares
                   -----------------
held of record by 100 or more persons (determined as provided by Section 605 of
the General Corporation Law) on the date of board approval, the board may
approve a loan of money or property to, or a guarantee of the obligation of, an
officer, whether or not a director, or an employee benefit plan that authorizes
loans or guarantees to officers, if the board determines that such a loan
guarantee or such plan may reasonably be expected to benefit the corporation.
Board approval shall require a vote sufficient without counting the vote of any
interested director or directors to approve such loan, guarantee or benefit
plan.

                                       19


                                  ARTICLE IV

                                   Officers

     Section 4.01  Officers.  The officers of the corporation shall be a
                   --------
chairman of the board, a president, a chief financial officer and a secretary.
The corporation may also have, at the discretion of the board of directors, such
other officers, with such titles and duties as may be determined by the board of
directors.  The chief financial officer shall also serve as the treasurer of the
corporation.  One person may hold two or more offices, except that the offices
of president and secretary shall not be held by the same person.

     Section 4.02  Election and Term of Office.  The officers of the corporation
                   ---------------------------
shall be chosen by the board of directors or by the president, and each shall
hold office at the pleasure of the board or until such officer shall resign,
subject, in each case, to the rights, if any, of the corporation and any such
officer under any contract of employment with the corporation.

     Section 4.03  Removal and Resignation.  Any officer may be removed, either
                   -----------------------
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the board of directors, or, except in case of
an officer chosen by the board of directors, by any officer upon whom such power
of removal may be conferred by the board of directors, subject, in each case, to
the rights, if any, of any such officer under any contract of employment with
the corporation.

     Any officer may resign at any time by giving written notice to the
corporation, without prejudice, however, to the rights, if any, of the
corporation under any contract to which such officer is a party.  Any such
resignation shall take effect at the date of the receipt of such notice

                                       20


or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

     Section 4.04  Vacancies.  A vacancy in any office shall be filled in the
                   ---------
manner prescribed in these bylaws for regular appointments to such office.

     Section 4.05  Duties and Compensation.  Officers of the corporation shall
                   -----------------------
have such powers and duties, and shall receive such compensation therefor, as
may be specified from time to time by the board of directors.  In the absence of
any contrary determination by the board of directors, the chairman of the board
shall be the general manager and chief executive officer of the corporation and
shall, subject to the power and authority of the board of directors, have
general supervision, direction, and control of the officers, employees,
business, and affairs of the corporation.  In the absence of any contrary
determination by the board of directors, the president shall be the chief
operating officer of the corporation, shall preside, in the absence of the
chairman of the board, at meetings of the shareholders and at meetings of the
board, and shall act, in the absence or disability of the chairman of the board,
as the chief executive officer of the corporation.


                                   ARTICLE V

                 Indemnification of Agents of the Corporation;

                        Purchase of Liability Insurance

     Section 5.01  Indemnification of Agents
                   -------------------------
          (a)  For the purposes of this Section, "Agent" means any person who is
or was a director, officer, employee or other agent of this corporation, or is
or was serving at the request of the Board of Directors of this corporation as a
director, officer, employee or agent of another

                                       21


foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, or was a director, officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of the predecessor corporation;
"proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
without limitation an action by or in the right of this corporation); and
"expenses" includes, without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under paragraph (d) or subparagraph
(e)(4) of this Section.

          (b)  This 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 proceeding (other than an action by or in the right of this
corporation to procure a judgment in its favor) by reason of the fact that such
person is or was an Agent of this corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of this
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of such person was unlawful. The termination of any
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 which the person reasonably
believed to be in the best interests of this corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.

          (c)  This 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 by or in the right

                                       22


of this corporation to procure a judgment in its favor by reason of the fact
that such person is or was an Agent of this corporation, against expenses
actually and reasonably incurred by such person in connection with the defense
or settlement of such action if such person acted in good faith, in a manner
such person believed to be in the best interests of this corporation and its
shareholders.

     No indemnification shall be made under this paragraph (c) for any of the
following:

          (1)  In respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to this corporation in the performance of
such person's duty to this corporation and its shareholders, unless and only to
the extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for expenses and then
only to the extent that such court shall determine;

          (2)  Of amounts or expenses the corporation is prohibited from paying
under California law.

          (d)  To the extent that an Agent of this corporation has been
successful on the merits in defense of any proceeding referred to in paragraph
(b) or (c) or in defense of any claim, issue or matter therein, the Agent shall
be indemnified against expenses actually and reasonably incurred by the Agent in
connection therewith.

          (e)  Except as provided in paragraph (d), any indemnification under
this Section shall be made by this corporation only if authorized in the
specific case, upon a determination that indemnification of the Agent is proper
in the circumstances because the Agent

                                       23


has met the applicable standard of conduct set forth in paragraph (b) or (c), by
any of the following:

          (1)  A majority vote of a quorum consisting of directors who are not
parties to such proceeding;

          (2)  If such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion;

          (3)  Approval or ratification by the affirmative vote of the holders
of a majority of the shares of this corporation entitled to vote represented at
a duly held meeting at which a quorum is present or by the written consent of
holders of a majority of the outstanding shares entitled to vote, and by the
affirmative vote or written consent of such greater proportion of the shares of
any class or series as may be provided in the Articles of Incorporation for such
action. For purposes of determining the required quorum of any meeting of
shareholders called to approve or ratify indemnification of an Agent and the
vote or written consent required therefor, the shares owned by the person to be
indemnified shall not be considered outstanding and shall not be entitled to
vote thereon; or

          (4)  The court in which such proceeding is or was pending, upon
application made by this corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the agent, attorney or other person is opposed by this
corporation.

          (f)  Expenses incurred by or on behalf of an Agent in defending or
investigating any proceeding shall be advanced by this corporation prior to the
final disposition of such proceeding if such Agent undertakes in writing to
repay any such advances, if it is

                                       24


ultimately determined that such Agent is not entitled to be indemnified.
Notwithstanding the foregoing, no advance shall be made by this corporation if a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum of disinterested directors, or (if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs) by independent legal counsel, that, based upon the facts known to the
Board or counsel at the time such determination is made, (a) the Agent acted in
bad faith or deliberately breached a duty to the corporation or its
shareholders, and (b) as a result of such actions by the Agent, it is more
likely than not that it will ultimately be determined that such Agent is not
entitled to indemnification.

          (g)  This Section shall create a right of indemnification for each
person referred to in this Section, whether or not the proceeding to which the
indemnification relates arose in whole or in part prior to adoption of this
Section.  The indemnification provided by this Section shall not be exclusive of
any other rights to which those seeking indemnification may be entitled under
any agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, to the extent such additional rights to
indemnification are authorized in the Articles of Incorporation.  The rights to
indemnity under this Section shall continue as to a person who has ceased to be
an Agent and shall inure to the benefit of the heirs, executors and
administrators of such person.  Nothing contained in this Section shall affect
any right to indemnification to which persons other than such Agents may be
entitled by contract, insurance policy or otherwise.  Nothing contained in this
Section shall affect any right to indemnification to which a person may

                                       25


be entitled under applicable law, including, without limitation, Section 317(d)
of the General Corporation Law.

          (h)  No indemnification or advance shall be made under this Section,
except as provided in paragraph (d) or subparagraph (e)(4), in any circumstance
where it appears:

          (1)  That it would be inconsistent with a provision of the Articles of
Incorporation, these bylaws, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

          (2)  That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

          (i)  This corporation shall have the power to purchase and maintain
insurance on behalf of any Agent of this corporation against any liability
asserted against or incurred by the Agent in such capacity or arising out of the
agent's status as such, whether or not this corporation would have the power to
indemnify the Agent against such liability under the provisions of this Section.

          (j)  This Section does not apply to any proceeding against any
trustee, investment manager or other fiduciary of an employee benefit plan in
such person's capacity as such, even though such person may also be an Agent of
this corporation as defined in paragraph (a). This corporation shall have power
to indemnify such a trustee, investment manager or other fiduciary to the extent
permitted by Section 207(f) of the General Corporation Law.

                                       26


          (k)  As a condition precedent to the right to indemnification under
this Section, notice shall be given to this corporation in writing as soon as
practicable of any claim for which indemnity will or could be sought under this
Section.  In addition, no costs, charges or expenses for which indemnity shall
be sought hereunder shall be incurred without this corporation's consent, which
consent shall not be unreasonably withheld.

          (1)  If a claim under this Section is not paid by this corporation, or
on its behalf, within ninety (90) days after a written claim has been received
by this corporation, the Agent may at any time thereafter bring suit against
this corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the Agent shall be entitled to be paid also the expense of
prosecuting such claim.


                                  ARTICLE VI

                                 Miscellaneous

     Section 6.01  Record Date.  The board of directors may fix a time in the
                   -----------
future as a record date for the determination of the shareholders entitled to
notice of and to vote at any meeting of shareholders or to give consent to
corporate action in writing without a meeting, to receive any report, to receive
payment of any dividend or distribution or allotment of rights, or to exercise
rights in respect to any other lawful action. The record date so fixed in
advance shall not be more than sixty (60) days nor less than ten (10) days prior
to the date of any meeting, nor more than sixty (60) days prior to any other
event for the purposes of which it is fixed.

     If no record date is fixed by the board of directors:

          (a)  The record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be the business day next
preceding the day on which

                                       27


notice is given or, if notice is waived, the business day next preceding the day
on which the meeting is held;

          (b)  The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior action
by the board has been taken, shall be the day on which the first written consent
is given; and

          (c)  The record date for determining shareholders for any other
purpose shall be the day on which the board adopts the resolution relating
thereto, or the 60th day prior to the date of such action, whichever is later.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

     Subject to the provisions of Sections 702 to 704 of the General Corporation
Law relating to voting of shares held by a fiduciary, receiver, pledgee, or a
minor or in the name of a corporation or in joint ownership, only shareholders
of record at the close of business on the record date are entitled to notice and
to vote at any such meeting, to give consent without a meeting, to receive any
report, to receive the dividend, distribution, or allotment of rights, or to
exercise the rights, as the case may be, as to which such record date is fixed,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the Articles of Incorporation
or by agreement or applicable law.

     Section 6.02  Maintenance of Books and Records.  The corporation shall keep
                   --------------------------------
adequate and correct books and records of account and shall keep minutes of the
proceedings of its shareholders, board of directors and committees of the board
and shall keep at its principal

                                       28


executive office, or at the office of its transfer agent or registrar, a record
of its shareholders, giving the names and addresses of all shareholders and the
number and class of shares held by each. Such minutes shall be kept in written
form. Such other books and records may be kept either in written form or in any
other form capable of being converted into written form.

     This corporation shall keep at its principal executive office in
California, or if its principal executive office is not in California, then at
its principal office in California (or otherwise provide upon written request of
any shareholder) the original or a copy of these bylaws, as amended to date,
certified by the secretary.

     Section 6.03  Inspection of Corporate Records.  These bylaws, as amended to
                   -------------------------------
date, the accounting books and records, the record of shareholders, and minutes
of proceedings of the shareholders and the board and committees of the board of
this corporation and any subsidiary of this corporation shall be open to
inspection upon the written demand on the corporation of any shareholder or
holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder or as the holder of such voting trust certificate.  Such inspection
by a shareholder or holder of a voting trust certificate may be made in person
or by agent or attorney, and the right of inspection in this paragraph includes
the right to copy and make extracts at such holder's expense.

     A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a Schedule 14B with
the United States Securities and Exchange Commission relating to the election of
directors of this corporation shall have (in person, or by agent or attorney)
the right to inspect and copy the record of shareholders' names and addresses

                                       29


and shareholdings during usual business hours upon five (5) business days' prior
written demand upon the corporation and/or to obtain from the transfer agent for
the corporation, upon written demand and upon the tender of its usual charges, a
list of the shareholders' names and addresses, who are entitled to vote for the
election of directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand.  The list shall be made available on or before
the later of five (5) business days after the demand is received or the date
specified therein as the date as of which the list is to be compiled.  The
corporation shall use reasonable efforts to cause its transfer agent to comply
with the requirements of this paragraph.

     Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation and its subsidiaries.  Such
inspection by a director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts.

     Section 6.04  Annual and Other Reports.
                   ------------------------

          (a)  So long as the corporation has less than 100 holders of record of
its shares (determined as provided in Section 605 of the General Corporation
Law), no annual report to shareholders shall be required, and the requirement to
the contrary of Section 1501 of the General Corporation Law is hereby expressly
waived.  Whenever the corporation has more than 100 shareholders of record
(determined as provided in Section 605 of the General Corporation Law), the
board of directors of the corporation shall cause an annual report to be sent to
the shareholders not later than one hundred twenty (120) days after the close of
the fiscal year, provided that such report shall in any event be sent to
shareholders at least fifteen (15) (or, if sent

                                       30


by third-class mail, thirty-five (35)) days prior to the annual meeting of
shareholders to be held during the next fiscal year. Such report shall contain a
balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year and shall be
accompanied by any report thereon of independent accountants or, if there is no
such report, the certificate of an authorized officer of the corporation that
such statements were prepared without audit from the books and records of the
corporation. Such report shall also contain any additional matters required by
Section 1501(b) of the General Corporation Law, the Securities Exchange Act of
1934 and other applicable laws.

          (b)  If no annual report for the last fiscal year has been sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than 120 days after the close of such fiscal year, deliver or mail to
the person making the request, within 30 days thereafter, the annual report for
such year, if such report is required by paragraph (a) above.

          (c)  A shareholder or shareholders holding at least five percent of
the outstanding shares of any class of the corporation may make a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the current fiscal year ended
more than 30 days prior to the date of the request and a balance sheet of the
corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, an annual report for the
last fiscal year. The corporation shall use its best efforts to deliver or mail
the statement to the person making the request within 30 days thereafter. A copy
of the statements shall be kept on file in the principal executive office of the
corporation for 12 months, and they shall be exhibited at all reasonable times
to any shareholder demanding an examination of them or a copy shall be made to
such

                                       31


shareholder. The quarterly income statements and balance sheets referred to in
this paragraph (c) shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.

          (d)  All financial statements, balance sheets, income statements and
statements of changes in financial position of the corporation prepared pursuant
to this Section 6.04 shall be prepared, and shall fairly present the matters
which they purport to present, in conformity with generally accepted accounting
principles then applicable, except that if the corporation shall have fewer than
100 holders of record of its shares (determined as provided in Section 605 of
the General Corporation Law) the financial statements required to be furnished
by this Section 6.04 are not required to be prepared in conformity with
generally accepted accounting principles if they reasonably set forth the assets
and liabilities and the income and expense of the corporation and disclose the
accounting basis used in their preparation.  If this corporation has
subsidiaries, all such financial statements shall be consolidated statements of
this corporation and such of its subsidiaries as are required to be included in
such consolidated statements under generally accepted accounting principles then
applicable.  Financial statements other than annual statements may be condensed
or otherwise presented as permitted by authoritative accounting pronouncements.

     Any report required or permitted by this Section shall be given in the
manner and shall be deemed to have been given by this corporation as provided in
the first three paragraphs of Section 2.05 of these bylaws.

     Section 6.05  Certificates for Shares.  Every holder of shares in this
                   -----------------------
corporation shall be entitled to have a certificate signed in the name of this
corporation by the chairman or vice

                                       32


chairman of the board or the president or a vice president and by the chief
financial officer or an assistant treasurer or the secretary or any assistant
secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.

     If the shares of this corporation are at any time classified, or if any
class of shares has two or more series, any such certificate for shares of this
corporation shall contain, on its face or on the reverse thereof with a
reference thereto on its face, one of the statements required by Section 417 of
the General Corporation Law.

     Any such certificate shall also contain such legend or other statement as
may be required by Sections 409(d) and 418 of the General Corporation Law, the
Corporate Securities Law of 1968, the federal securities laws, and any agreement
between the corporation and the issuee thereof.

     This corporation may issue a new share certificate or a new certificate for
any other security in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed.  This corporation may require
the owner of the lost, stolen or destroyed certificate or the owner's legal
representative to give the corporation a bond (or other adequate security)
sufficient to indemnify it against any claim that may be made against it
(including any expense

                                       33


or liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     When the Articles of Incorporation are amended in any way affecting the
statements contained in the certificates for outstanding shares, or it becomes
desirable for any reason, in the discretion of the board of directors, to cancel
any outstanding certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the board may order any holders of
outstanding certificates for shares to surrender and exchange them for new
certificates within a reasonable time to be fixed by the board.

     The order may provide that a holder of any certificates so ordered to be
surrendered is not entitled to vote or to receive dividends or exercise any of
the other rights of shareholders until the holder has complied with the order,
but such order operates to suspend such rights only after notice and until
compliance.  The duty of surrender of any outstanding certificates may also be
enforced by civil action.

     Section 6.06  Representation of Shares of This and Other Corporations.  All
                   -------------------------------------------------------
rights incident to any and all shares of another corporation or corporations
standing in the name of this corporation may be exercised by such officer, agent
or proxyholder as the board of directors may designate.  In the absence of such
designation, such rights may be exercised by the chairman of the board or the
president of this corporation, or by any other person authorized to do so by the
chairman of the board or the president of this corporation.

     Except as provided below, shares of this corporation owned by any
subsidiary of this corporation shall not be entitled to vote on any matter.

                                       34


     Shares of this corporation held by this corporation in a fiduciary
capacity, and shares of this corporation held in a fiduciary capacity by any
subsidiary of this corporation, shall not be entitled to vote on any matter,
except to the extent that the settlor or beneficial owner possesses and
exercises a right to vote or to give this corporation or such subsidiary binding
instructions as to how to vote such shares and except as otherwise provided by
applicable law.

     Solely for purposes of this Section 6.06, a corporation shall be considered
a "subsidiary" of this corporation if this corporation owns directly, or
indirectly through one or more subsidiaries, shares of the other corporation
possessing more than twenty-five percent (25%) of the power to vote for the
election of directors at the time determination of such voting power is made.

     Section 6.07  Construction of These Bylaws.  Unless the context of a
                   ----------------------------
Section of these bylaws otherwise requires, the terms used in these bylaws shall
have the meanings provided in, and these bylaws shall be construed in accordance
with, Chapter 1 of the General Corporation Law.


                                  ARTICLE VII

                                  Amendments

     Section 7.01  Power of Shareholders.  New bylaws may be adopted or these
                   ---------------------
bylaws may be amended or repealed by the affirmative vote or written consent of
a majority of the outstanding shares entitled to vote, except as otherwise
expressly provided by applicable law or by the Articles of Incorporation or
elsewhere in these bylaws.

     Section 7.02  Power of Directors.  Subject to the right of shareholders, as
                   ------------------
provided in Section 7.01, to adopt, amend or repeal bylaws, bylaws (other than a
bylaw or amendment

                                       35


thereof changing the authorized number of directors or otherwise restricted by
applicable law, the Articles of Incorporation or these bylaws subject to
amendment or repeal by the shareholders) may be adopted, amended or repealed by
the board of directors.

                                       36

EX-3.7

                                                                     EXHIBIT 3.7

                           ARTICLES OF INCORPORATION

                                      OF

                        FD ENVIRONMENTAL SERVICES, INC.

                                       I

The name of this corporation is FD ENVIRONMENTAL SERVICES, INC.

                                      II

The purpose of this corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III

The name and address in the State of California of this corporation's initial
agent for service of process is: N.A. Peterson, 3333 Michelson Drive, Irvine,
California 92730.

                                      IV

This corporation is authorized to issue only one class of share of stock,
without par value, and the total number of shares which this corporation is
authorized to issue is 1,000.

                                       V

The liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.

                                      VI

The corporation is authorized to indemnify the directors and officers of the
corporation to the fullest extent permissible under California law.

Dated:  May 4, 1990

                                  /s/ S. Schall Watts
                                -----------------------------------
                                S. Schall Watts
                                Sole Incorporator


                           CERTIFICATE OF AMENDMENT

                                      OF

                           ARTICLES OF INCORPORATION

                                      OF

                        FD ENVIRONMENTAL SERVICES, INC.

G.C. HEDEMANN and T.J. YOUNG certify that:

      1.  They are the Vice President and Assistant Secretary, respectively, of
          FD Environmental Services, Inc.

      2.  Article I of the Articles of Incorporation of this corporation is
                  -
          amended to read as follows:

          "The name of the corporation (hereinafter the "corporation") is FLUOR
          DANIEL ENVIRONMENTAL SERVICES, INC."

      3.  The foregoing amendment of Articles of Incorporation has been duly
          approved by the board of directors.

      4.  The foregoing amendment of articles of incorporation was adopted by
          resolution of the sole shareholder of this corporation on July 12,
          1990, which resolution is identical in form to the resolution as set
          forth above in paragraph 2.  The number of shares voting in favor of
          the amendment equaled or exceeded the vote required.  The percentage
          vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Date:  July 12, 1990

                                  /s/ G. C. Hedemann
                                -----------------------------------------
                                  G. C. Hedemann

                                  /s/ T. J. Young
                                -----------------------------------------
                                  T. J. Young, Assistant Secretary


                              AGREEMENT OF MERGER

                                      OF

                          GTI ACQUISITION CORPORATION

                                      AND

                   FLUOR DANIEL ENVIRONMENTAL SERVICES, INC.

     This Agreement of Merger is entered into as of this 10th day of May, 1996,
among GTI Acquisition Corporation, a California corporation (the "Merger
Corporation"), Fluor Daniel Environmental Services, Inc., a California
corporation (the "Surviving Corporation") and Fluor Daniel GTI, Inc., a Delaware
corporation (formerly Groundwater Technology, Inc., and herein the "Parent").

     1A. Merging Corporation is a California corporation that was organized on
December 8, 1995 and has 1,000 shares of Common Stock outstanding, all of which
are owned by Parent.

     1B. Surviving Corporation is a California corporation that was organized
on May 9, 1990 and has 1,000 shares of capital stock outstanding.

     1C. Parent is a Delaware corporation that was initially organized on
October 28, 1975 under the name "Oil Recovery Systems, Inc.," which owns 100% of
the outstanding shares of Merging Corporation.

     2.  Merging Corporation shall be merged with and into Surviving Corporation
(the "Merger").

     3.  Upon the Merger, each outstanding share of Merging Corporation shall be
converted into one share of common stock of Surviving Corporation.

     4.  Upon the Merger, each outstanding share of Surviving Corporation shall
be converted into 4,400 shares of Parent Common Stock.

     5.  The Articles of Incorporation of Surviving Corporation are not amended
by the Merger.

     6.  The conversion of shares as provided by this Agreement shall occur
automatically upon the effective time of the Merger without action by the
holders thereof. Upon or after the Merger, holder of shares of Surviving
Corporation shall surrender its shares to Parent and shall be entitled to
receive in exchange therefor a certificate representing the number of shares of
Parent Common Stock into which its shares of Surviving Corporation shall have
been converted as aforesaid. Upon or after the Merger the holder of shares of
the Merging Corporation shall surrender its shares to Surviving Corporation and
shall be entitled to receive in exchange therefor a certificate representing the
number of shares of common stock f Surviving Corporation into which its shares
of the Merging Corporation shall have been converted as aforesaid.

     7.  The directors and officers of Surviving Corporation on the effective
date of the Merger shall continue to be the directors and officers of the
Surviving Corporation.

     8.  Upon the Merger, the separate existence of Merging Corporation shall
cease and all the property, rights, privileges and other assets of every kind
and description of Merging Corporation shall be transferred to, vested in and
devolve upon Surviving Corporation without further act or deed and all


property, rights and every other interest of Surviving Corporation and Merging
Corporation shall be as effectively the property of the Surviving Corporation as
they were of the Surviving Corporation and the Merging Corporation,
respectively, prior to the Merger. All rights of creditors and all liens upon
the property of either of Merging Corporation or Surviving Corporation shall be
preserved, unimpaired, and all debts, liabilities and duties of the Merging
Corporation shall henceforth acquire Surviving Corporation and may be enforced
against it to the same extent as if the debts, liabilities and duties had been
incurred or commenced by it.

     9.  This Agreement may be terminated and the Merger abandoned at any time
prior to the effective date of the Merger and whether before or after approval
of this Agreement by the board of directors or shareholders of either
corporation.

     10. The effective date of the Merger is May 10, 1996 at 4:30 p.m. EST.


     IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.

                              FLUOR DANIEL ENVIRONMENTAL SERVICES, INC.

                              By:   /s/ David L. Myers
                                 ---------------------------------------
                                 Name:  David L. Myers
                                 Title: President

                              By:   /s/ Raymond M. Bukaty
                                 ---------------------------------------
                                 Name:  Raymond M. Bukaty
                                 Title: Assistant Secretary

                              GTI ACQUISITION CORPORATION

                              By:   /s/ Catherine L. Farrell
                                 ---------------------------------------
                                 Name:  Catherine L. Farrell
                                 Title: Vice President

                              By:   /s/ Brian D. Goldstein
                                 ---------------------------------------
                                 Name:  Brian D. Goldstein
                                 Title: Secretary

                              FLUOR DANIEL GTI, INC.
                              (formerly Groundwater Technology, Inc)

                              By:   /s/ Catherine L. Farrell
                                 ---------------------------------------
                                 Name:  Catherine L. Farrell
                                 Title: Vice President

                              By:   /s/ Brian D. Goldstein
                                 ---------------------------------------
                                 Name:  Brian D. Goldstein
                                 Title: Assistant Secretary

EX-3.8

                                                                     EXHIBIT 3.8

                   FLUOR DANIEL ENVIRONMENTAL SERVICES, INC.
                   -----------------------------------------

                           (a Delaware corporation)

                                    BYLAWS


                                   ARTICLE I


                                    Offices

     SECTION 1.01  Registered Office.  The registered office of Fluor Daniel
                   -----------------
Environmental Services, Inc. (hereinafter called the "Corporation") in the State
of Delaware shall be at 1013 Centre Road, City of Wilmington, County of New
Castle; and the name of the registered agent of the Corporation in the State of
Delaware at such address is Corporation Service Company.

     SECTION 1.02  Other Offices.  The Corporation may also have an office or
                   -------------
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the Board) may from time
to time determine or as the business of the Corporation may require.

                                  ARTICLE II


                           Meetings of Stockholders

     SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of the
                   ---------------
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

     SECTION 2.02  Special Meetings.  A special meeting of the stockholders for
                   ----------------
the transaction of any proper business may be called at any time by the Board or
by the President.

     SECTION 2.03  Place of Meetings.  All meetings of the stockholders shall be
                   -----------------
held at such places, within or without the State of Delaware, as may from time
to time be designated by the person or persons calling the respective meeting
and specified in the respective notices or waivers of notice thereof.

     SECTION 2.04  Notice of Meetings.  Except as otherwise required by law,
                   ------------------
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for


such purpose or, if he shall not have furnished to the Secretary his address for
such purpose, then at his post office address last known to the Secretary, or by
transmitting a notice thereof to him at such address by telegraph, cable, or
wireless. Except as otherwise expressly required by law, no publication of any
notice of a meeting of the stockholders shall be required. Every notice of a
meeting of the stockholders shall state the place, date and hour of the meeting,
and, in the case of a special meeting, shall also state the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
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. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

     SECTION 2.05  Quorum.  Except in the case of any meeting for the election
                   ------
of directors summarily ordered as provided by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof.  In the absence of a quorum at any
meeting or any adjournment thereof, a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting from time
to time.  At any such adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted at the meeting as
originally called.

     SECTION 2.06  Voting.
                   ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i)  on the date fixed pursuant to Section 6.05 of these Bylaws
          as the record date for the determination of stockholders entitled to
          notice of and to vote at such meeting, or

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

          (b)  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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary

                                       2


capacity shall be entitled to vote such stock. Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor on the books of
the Corporation he shall have expressly empowered the pledgee to vote thereon,
in which case only the pledgee, or his proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants in
common, tenants by entirety or otherwise, or with respect to which two or more
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.

          (c)  Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy.  At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

     SECTION 2.07  List of Stockholders.  The Secretary 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 meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  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.

     SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                   ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges need not be stockholders of the Corporation, and any officer of the
Corporation may be a judge

                                       3


on any question other than a vote for or against a proposal in which he shall
have a material interest.

     SECTION 2.09  Action Without Meeting.  Any action required to be taken at
                   ----------------------
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may 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
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.  Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                  ARTICLE III


                              Board of Directors

     SECTION 3.01  General Powers.  The property, business and affairs of the
                   --------------
Corporation shall be managed by the Board.

     SECTION 3.02  Number and Term of Office.  A director need not be a
                   -------------------------
stockholder, a citizen of the United States, or a resident of the State of
Delaware.  The initial Board of Directors shall consist of at least one person.
Thereafter the number of directors constituting the whole board shall be at
least one.  Subject to the foregoing limitation and except for the first Board
of Directors, such number may be fixed from time to time by action of the
stockholders or the directors, or, if the number is not fixed, the number shall
be at least one.  The number of directors may be increased or decreased by
action of the stockholders or the directors.  Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

     SECTION 3.03  Election of Directors.  The directors shall be elected
                   ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

     SECTION 3.04  Resignations.  Any director of the Corporation may resign at
                   ------------
any time by giving written notice to the Board or to the Secretary of the
Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the Certificate
                   ---------
of Incorporation, any vacancy in the Board, whether because of death,
resignation, disqualification, an increase in the number of directors, or any
other cause, may be filled by vote of the majority of the remaining directors,
although less than a quorum.  Each director so chosen to fill a

                                       4


vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

     SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                   ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting.  Directors may participate in any regular or special
meeting of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.

     SECTION 3.07  First Meeting.  The Board shall meet as soon as practicable
                   -------------
after each annual election of directors and notice of such first meeting shall
not be required.

     SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be held
                   ----------------
at such times as the Board shall from time to time by resolution determine.  If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

     SECTION 3.09  Special Meetings.  Special meetings of the Board of Directors
                   ----------------
may be called at any time, and for any purpose permitted by law, by the
President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

     SECTION 3.10  Notice.  Notice of the time, place and purpose of any special
                   ------
meeting shall be given to the Directors by the Secretary, or in case of his
absence, refusal or inability to act, by any other officer.  Any such notice may
be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

     Except where otherwise required by law or by these Bylaws, notice of the
purpose of a special meeting need not be given.  Notice of any meeting of the
Board shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such 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.

     SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise provided in
                   ---------------------------
these Bylaws or by law, the presence of a majority of the authorized number of
directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes

                                       5


of a majority of the directors present. In the absence of a quorum, a majority
of directors present at any meeting may adjourn the same from time to time until
a quorum shall be present. Notice of any adjourned meeting need not be given.
The directors shall act only as a Board, and the individual directors shall have
no power as such.

     SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

     SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                   --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

     SECTION 3.14  Compensation.  The directors shall receive only such
                   ------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

     SECTION 3.15  Committees.  The Board may, by resolution passed by a
                   ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV


                                   Officers

     SECTION 4.01  Title.  The officers of the Corporation shall consist of a
                   -----
President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of
the Board, an Executive Vice-President, one or more other Vice-Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate.  Except as may otherwise be provided in the resolution of
the

                                       6


Board of Directors choosing him, no officer need be a director. Any number of
offices may be held by the same person, as the directors may determine.

     SECTION 4.02  Election, Term of Office and Qualifications.  The officers of
                   -------------------------------------------
the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof.  Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

     SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to the
                   -------------------------------------
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

     SECTION 4.04  Removal.  Any officer, assistant, agent or employee of the
                   -------
Corporation may be removed, with or without cause, at any time:  (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

     SECTION 4.05  Resignations.  Any officer or assistant may resign at any
                   ------------
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation.  Any such resignation shall take effect at the time
specified therein, or, if the time be not specified, upon receipt thereof by the
Board or the Secretary, as the case may be; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                   ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

     SECTION 4.07  The President.  The President of the Corporation shall be
                   -------------
the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

     SECTION 4.08  The Vice Presidents.  Each Vice President shall have such
                   -------------------
powers and perform such duties as the Board may from time to time prescribe.  At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

                                       7


     SECTION 4.09   The Secretary.  The Secretary shall, if present, record the
                    -------------
proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

     SECTION 4.10   The Treasurer.  The Treasurer shall have the general care
                    -------------
and custody of the funds and securities of the Corporation, and shall deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board.  He shall receive, and
give receipts for, moneys due and payable to the Corporation from any source
whatsoever.  He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable.  He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

     SECTION 4.11   Compensation. The compensation of the officers of the
                    ------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation.  Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                   ARTICLE V


                Contracts, Checks, Drafts, Bank Accounts, Etc.

     SECTION 5.01   Execution of Contracts.  The Board, except as in these
                    ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

     SECTION 5.02   Checks, Drafts, Etc.  All checks, drafts or other orders for
                    -------------------
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board.  Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.

                                       8


     SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                   --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the President, any
Vice President or the Chief Financial Officer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

     SECTION 5.04  General and Special Bank Accounts.  The Board may from time
                   ---------------------------------
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may select
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI


                           Shares and Their Transfer

     SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                   ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him.  The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer.  Any of
or all of the signatures on the certificates may be a facsimile.  In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue.  A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation.  Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so canceled, except in cases provided
for in Section 6.04.

     SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                   ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his

                                       9


attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary, or with a transfer clerk or a transfer agent appointed as
provided in Section 6.03, and upon surrender of the certificate or certificates
for such shares properly endorsed and the payment of all taxes thereon. The
person in whose name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the Corporation.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, such fact shall be so expressed in the entry of transfer if, when
the certificate or certificates shall be presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so.

     SECTION 6.03   Regulations.  The Board may make such rules and regulations
                    -----------
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for shares of the stock of the
Corporation.  It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

     SECTION 6.04   Lost, Stolen, Destroyed, and Mutilated Certificates.  In any
                    ---------------------------------------------------
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

     SECTION 6.05   Fixing Date for Determination of Stockholders of Record.  In
                    -------------------------------------------------------
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                       10


                                  ARTICLE VII


                                Indemnification

     SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                   -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

     SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.  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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

     SECTION 7.03  Determination of Right of Indemnification.  Any
                   -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02.  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

                                       11


proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

     SECTION 7.04  Indemnification Against Expenses of Successful Party.
                   ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                   ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

     SECTION 7.06  Other Rights and Remedies.  The indemnification provided by
                   -------------------------
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                   ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

     SECTION 7.08  Constituent Corporations.  For the purposes of this Article,
                   ------------------------
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.

     SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                   ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit

                                       12


plans; references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and 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
acted in good faith and in a manner he 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.

                                 ARTICLE VIII


                                 Miscellaneous

     SECTION 8.01  Seal.  The Board shall provide a corporate seal, which shall
                   ----
be in the form of a circle and shall bear the name of the Corporation and words
and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

     SECTION 8.02  Waiver of Notices.  Whenever notice is required to be given
                   -----------------
by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

     SECTION 8.03  Amendments.  These Bylaws, or any of them, may be altered,
                   ----------
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.9

                                                                     EXHIBIT 3.9

                                   RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                       PACIFIC ENVIRONMENTAL GROUP, INC.

     Ted B. Willhite and Robert K. Wenzlau certify that:

     1.  They are the President and the Secretary, respectively, of PACIFIC
ENVIRONMENTAL GROUP, INC., a California corporation.

     2.  The Articles of Incorporation of the corporation are amended and
restated to read as follows:

                                      I.

     The name of the corporation is PACIFIC ENVIRONMENTAL GROUP, INC.

                                      II.

     The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business, or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                     III.

     Upon the filing of these Restated Articles of Incorporation with the
California Secretary of State, each outstanding share of the common stock of the
corporation shall be split and reconstituted as five shares, and the number of
shares which the corporation is authorized to issue shall increase in proportion
thereto from One Million (1,000,000) shares of common stock to Five Million
(5,000,000) shares of common stock.

                                      IV.

     Section 4.1. Limitation of Directors' Liability. The liability of the
     -----------  ----------------------------------
directors of the corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.

     Section 4.2. Indemnification of Corporate Agents. The corporation is
     -----------  -----------------------------------
authorized to provide indemnification of agents (as defined in Section 317 of
the Corporations Code) through bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code with respect to actions for breach of
duty to the corporation and its shareholders.

     Section 4.3. Repeal or Modification. No repeal or modification of Sections
     -----------  ----------------------
4.1 or 4.2 shall adversely affect any right of indemnification or limitation of
liability of an agent of the corporation relating to acts or omissions that
occur before such repeal or modification.


     3.  The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the Board of Directors.

     4.  The foregoing amendment and restatement of Articles of Incorporation
does not require shareholder approval. The only amendment herein affects a stock
split and an increase in authorized shares in proportion thereto which may be
adopted with approval by the Board of Directors alone pursuant to Section 902(c)
of the Corporations Code.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

                              /s/ Ted B. Willhite, President
                              --------------------------------------
                              Ted B. Willhite, President

                              /s/ Robert K. Wenzlau, Secretary
                              --------------------------------------
                              Robert K. Wenzlau, Secretary

EX-3.10

                                                                    Exhibit 3.10
                                                                    ------------


                          SECOND AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                      PACIFIC ENVIRONMENTAL GROUP, INC.,

                           a California corporation
                       ________________________________

                                   ARTICLE 1

                                    OFFICES

          Section 1.1.  Principal Office. The principal office for the
          -----------   ----------------
transaction of the business of the corporation shall be located at 1601 Civic
Center Drive, Suite 202, Santa Clara, California 95050. The Board of Directors
is hereby granted full power and authority to change said principal office to
another location within or without the State of California.

          Section 1.2.  Other Offices. One or more branch or other subordinate
          -----------   -------------
offices may at any time be fixed and located by the Board of Directors at such
place or places within or without the State of California as it deems
appropriate.

                                   ARTICLE 2

                                   DIRECTORS

          Section 2.1.  Exercise of Corporate Powers. Except as otherwise
          -----------   ----------------------------
provided by the Articles of Incorporation of the corporation or by the laws of
the State of California now or hereafter in force, the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation as
permitted by the law provided that the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate
direction of the Board.

          Section 2.2.  Number. The number of the corporation's directors shall
          -----------   ------
be six (6). After issuance of shares, no amendment to this Section reducing the
number of directors to a number below five (5) shall be enacted if the votes
cast against its adoption at a meeting, or the shares not consenting in the case
of action by written consent, are equal to more than 16-2/3 percent of the
outstanding shares entitled to vote.

          Section 2.3.  Need Not Be Shareholders. The directors of the
          -----------   ------------------------
corporation need not be shareholders of the corporation.


          Section 2.4.  Compensation. Directors shall receive such compensation
          -----------   ------------
for their services as directors and such reimbursement for their expenses of
attendance at meetings as may be determined from time to time by resolution of
the Board. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

          Section 2.5.  Election and Term of Office. At each annual meeting of
          -----------   ---------------------------
shareholders, directors shall be elected to hold office until the next annual
meeting, provided that if for any reason said annual meeting or an adjournment
thereof is not held or the directors are not elected thereat, then the directors
may be elected at any special meeting of the shareholders called and held for
that purpose. The term of office of the directors shall begin immediately after
their election and shall continue until the expiration of the term for which
elected and until their respective successors have been elected and qualified.

          Section 2.6.  Vacancies. A vacancy or vacancies in the Board of
          -----------   ---------
Directors shall exist when any authorized position of director is not then
filled by a duly elected director, whether caused by death, resignation,
removal, change in the authorized number of directors (by the Board or the
shareholders) or otherwise. The Board of Directors may declare vacant the office
of a director who has been declared of unsound mind by an order of court or
convicted of a felony. A vacancy created by the removal of a director may be
filled only by the approval of the shareholders. Except for a vacancy created by
the removal of a director, vacancies on the Board may be filled by a majority of
the directors then in office, whether or not less than a quorum, or by a sole
remaining director. The shareholders may elect a director at any time to fill
any vacancy not filled by the directors, but any such election by written
consent other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote. Any director may resign
effective upon giving written notice to the Chairman of the Board, the
President, the Secretary, or the Board of Directors of the corporation, unless
the notice specifies a later time for the effectiveness of such resignation. If
the resignation is effective at a future time, a successor may be elected to
take office when the resignation becomes effective.

          Section 2.7.  Removal.
          -----------   -------

               2.7.1.   General Rule. Any and all of the directors may be
               -----    ------------
removed without cause if such removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote at an election of directors,
except as set forth in subsections 2.7.2 and 2.7.3.

               2.7.2.  Supermajority Vote Required. No director may be removed
               -----   ---------------------------
(unless the entire Board is removed) when the votes cast against removal, or not
consenting in writing to such removal, would be sufficient to elect such
director if voted cumulatively at an election at which the same total number of
votes were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of directors authorized at
the time of the director's most recent election were then being elected.

               2.7.3.  Class Vote. When the provisions of the Articles the
               -----   ----------
holders of the shares of any class or series, voting as a class or series, are
entitled to elect one or more

                                       2


directors, any director so elected may be removed only by the applicable vote of
the holders of the shares of that class or series.

               2.7.4.  Effect of Reduction of Size of Board. Any reduction of
               -----   ------------------------------------
the authorized number of directors does not remove any director prior to the
expiration of such director's term of office.

          Section 2.8. Meetings of Directors.
          -----------  ---------------------

               2.8.1.  Place of Meetings. Unless otherwise specified in the
               -----   -----------------
notice thereof, meetings (whether regular, special or adjourned) of the Board of
Directors of the corporation shall be held at the principal office of the
corporation for the transaction of business, as specified in accordance with
Section 1.1, which is hereby designated as an office for such purpose in
accordance with the laws of the State of California, or at any other place
within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board.

               2.8.2.  Regular Meetings. Regular meetings of the Board of
               -----   ----------------
Directors, of which no notice need be given except as required by the laws of
the State of California, shall be held after the adjournment of each annual
meeting of the shareholders (which meeting shall be designated the Regular
Annual Meeting) and at such other times as may be designated from time to time
by resolution of the Board of Directors. Such regular meetings shall be held at
the principal office of the corporation for the transaction of business as
specified in accordance with Section 1.1 or at any other place within or without
the State of California which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board,
unless notice of the place thereof be given in the same manner as for special
meetings.

               2.8.3.  Special Meetings. Special meetings of the Board of
               -----   ----------------
Directors may be called at any time by the Chairman of the Board, the President,
any Vice President, the Secretary, or any two or more of the directors.

               2.8.4.  Notice of Meetings. Except in the case of regular
               -----   ------------------
meetings, notice of which has been dispensed with, all meetings of the Board of
Directors shall be held upon four (4) days' notice by mail or forty-eight (48)
hours' notice delivered personally or by telephone, telegraph, or other
electronic or wireless means. If the address of a director is not shown on the
records and is not readily ascertainable, notice shall be addressed to him at
the city or place in which the meetings of the directors are regularly held.
Except as set forth in subsection 2.8.6, notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned.

               2.8.5.  Quorum.  A majority of the authorized number of directors
               -----   ------
constitutes a quorum of the Board for the transaction of business.  Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors except as otherwise provided by law.  A meeting at which a quorum is
initially present may continue to transact business notwithstanding

                                       3


the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.

               2.8.6.  Adjourned Meetings. A majority of the directors present,
               -----   ------------------
whether or not a quorum is present, may adjourn any meeting to another time and
place. If the meeting is adjourned for more than 24 hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.

               2.8.7.  Waiver of Notice and Consent. Notice of meeting need not
               -----   ----------------------------
be given to any director who signs a waiver of notice or a consent to holding
the meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents,
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

               2.8.8.  Action Without a Meeting. Any action required or
               -----   ------------------------
permitted to be taken by the Board may be taken without a meeting, if all
members of the Board shall individually or collectively consent in writing to
such action. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

               2.8.9.  Conference Telephone Meetings. Members of the Board may
               -----   -----------------------------
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting pursuant to this Section
constitutes presence in person at such meeting.

               2.8.10. Meetings of Committees. The provisions of this Section
               ------  ----------------------
apply also to committees of the Board and action by such committees, with such
changes in points of detail as may be necessary.

                                   ARTICLE 3

                                   OFFICERS

          Section 3.1.  Election and Qualifications. The officers of the
          -----------   ---------------------------
corporation shall consist of a President, one or more Vice Presidents, a
Secretary, and a Chief Financial Officer who shall be chosen by the Board of
Directors and such other officers, including a Chairman of the Board, as the
Board of Directors shall deem expedient, who shall be chosen in such manner and
hold their offices for such term as the Board of Directors may prescribe. Any
two or more of such offices may be held by the same person. Any Vice President,
Assistant Treasurer, or Assistant Secretary may exercise any of the powers of
the President, the Chief Financial Officer, or the Secretary, respectively, as
directed by the Board of Directors, and shall perform such other duties as are
imposed upon such officer by the Bylaws or the Board of Directors.

                                       4


          Section 3.2.  Term of Office and Compensation. The term of office and
          -----------   -------------------------------
salary of each of said officers and the manner and time of the payment of such
salaries shall be fixed and determined by the Board of Directors and may be
altered by said Board from time to time at its pleasure, subject to the rights,
if any, of said officers under any contract of employment.

          Section 3.3.  Removal and Vacancies. Any officer of the corporation
          -----------   ---------------------
may be removed at the pleasure of the Board of Directors at any meeting or at
the pleasure of any officer who may be granted such power by a resolution of the
Board of Directors. Any officer may resign at any time upon written notice to
the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. If any vacancy occurs in any
office of the corporation, the Board of Directors may elect a successor to fill
such vacancy for the remainder of the unexpired term and until a successor is
duly chosen and qualified.

                                   ARTICLE 4

                             CHAIRMAN OF THE BOARD

          The Chairman of the Board of Directors, if there be one, shall have
the power to preside at all meetings of the Board of Directors, and to call
meetings of the shareholders and of the Board of Directors to be held within the
limitations prescribed by law or by these Bylaws, at such times and at such
places as the Chairman of the Board shall deem proper. The Chairman of the Board
shall have such other powers and shall be subject to such other duties as the
Board of Directors may from time to time prescribe.

                                   ARTICLE 5

                                   PRESIDENT

          Section 5.1.  Powers and Duties. The powers and duties of the
          -----------   -----------------
President are:

          (a) To act as the chief executive officer of the corporation and,
subject to the control of the Board of Directors, to have general supervision,
direction, and control of the business and affairs of the corporation.

          (b) To preside at all meetings of the shareholders and, in the absence
of the Chairman of the Board, or if there be none, at all meetings of the Board
of Directors.

          (c) To call meetings of the shareholders and also of the Board of
Directors to be held, subject to the limitations prescribed by law or by these
Bylaws, at such times and at such places as the President shall deem proper.

          (d) Subject to the direction of the Board of Directors, to have
general charge of the property of the corporation and to supervise and control
all officers, agents, and employees of the corporation.

                                       5


          Section 5.2.  President Pro Tem. If neither the Chairman of the Board,
          -----------   -----------------
the President, nor any Vice President is present at any meeting of the Board of
Directors, a President pro tem may be chosen to preside and act at such meeting.
If neither the President nor any Vice President is present at any meeting of the
shareholders, a President pro tem may be chosen to preside at such meeting.

                                   ARTICLE 6


                                 VICE PRESIDENT

          In the case of the absence, disability, or death of the President, the
Vice President, or one of the Vice Presidents, shall exercise all the powers and
perform all the duties of the President.  If there is more than one Vice
President, the order in which the Vice Presidents shall succeed to the powers
and duties of the President shall be fixed by the Board of Directors.  The Vice
President or Vice Presidents shall have such other powers and perform such other
duties as may be granted or prescribed by the Board of Directors.

                                   ARTICLE 7


                                   SECRETARY

          The powers and duties of the Secretary are:

          (a) To keep a book of minutes at the principal office of the
corporation, or such other place as the Board of Directors may order, of all
meetings of its directors and shareholders with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at shareholders' meetings, and the proceedings thereof.

          (b) To keep the seal of the corporation and to affix the same to all
instruments which may require it.

          (c) To keep or cause to be kept at the principal office of the
corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.

          (d) To keep a supply of certificates for shares of the corporation, to
fill in all certificates issued, and to make a proper record of each such
issuance; provided, that so long as the corporation shall have one or more duly
appointed and acting transfer agent of the shares, or any class or series of
shares, of the corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents.

          (e) To transfer upon the share books of the corporation any and all
shares of the corporation; provided, that so long as the corporation shall have
one or more duly appointed

                                       6


and acting transfer agent of the shares, or any class or series of shares, of
the corporation, such duties with respect to such shares shall be performed by
such transfer agent or transfer agents, and the method of transfer of each
certificate shall be subject to the reasonable regulations of the transfer agent
to which the certificate is presented for transfer, and also, if the corporation
then has one or more duly appointed and acting registrars, to the reasonable
regulations of the registrar to which the new certificate is presented for
registration; and provided, further, that no certificate for shares of stock
shall be issued or delivered or, if issued or delivered, shall have any validity
whatsoever until and unless it has been signed or authenticated in the manner
provided in Section 12.2.

          (f) To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone. In case of
the absence, disability, refusal, or neglect of the Secretary to make service or
publication of any notices, then such notices may be served and/or published by
the President, a Vice President, any person thereunto authorized by either of
them, the Board of Directors, or the holders of a majority of the outstanding
shares of the corporation.

          (g) Generally to do and perform all such duties as pertain to the
office of Secretary and as may be required by the Board of Directors.

                                   ARTICLE 8


                            CHIEF FINANCIAL OFFICER

          The powers and duties of the Chief Financial Officer are:

          (a) To supervise and control the keeping and maintaining of adequate
and correct accounts of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings, and shares. The books of account shall at
all reasonable times be open to inspection by any director.

          (b) To have the custody of all funds, securities, evidences of
indebtedness, and other valuable documents of the corporation, and, at the Chief
Financial Officer's discretion, to cause any or all thereof to be deposited for
the account of the corporation with such depositary as may be designated from
time to time by the Board of Directors.

          (c) To receive or cause to be received, and to give or cause to be
given, receipts and acquittances for moneys paid in for the account of the
corporation.

          (d) To disburse, or cause to be disbursed, all funds of the
corporation as may be directed by the Board of Directors, taking proper vouchers
for such disbursements.

          (e) To render to the President and the Board of Directors, whenever
they may require, accounts of all transactions and of the financial condition of
the corporation.

                                       7


          (f) Generally to do and perform all such duties as pertain to the
office of Chief Financial Officer and as may be required by the Board of
Directors.

                                   ARTICLE 9

                            COMMITTEES OF THE BOARD

          Section 9.1.  Appointment and Procedure. The Board of Directors may,
          -----------   -------------------------
by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of at least two or more
directors, to serve at the pleasure of the Board. The Board may designate, one
or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. The appointment of members or
alternate members of a committee requires the vote of a majority of the
authorized number of directors.

          Section 9.2.  Powers. Any committee appointed by the Board of
          -----------   ------
Directors, to the extent provided in the resolution of the Board or in these
Bylaws, shall have all the authority of the Board except with respect to:

          (a) the approval of any action which requires the approval or vote of
the shareholders;

          (b) the filling of vacancies on the Board or on any committee;

          (c) the fixing of compensation of the directors for serving on the
Board or on any committee;

          (d) the amendment or repeal of Bylaws or the adoption of new Bylaws;

          (e) the amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable;

          (f) a distribution as defined in Section 166 of the California
Corporations Code, except at a rate or in a periodic amount or within a price
range set forth in the Articles of Incorporation or determined by the Board;

          (g) the appointment of other committees of the Board or the members
thereof.

          Section 9.3.  Executive Committee.  In the event that the Board of
          -----------   -------------------
Directors appoints an Executive Committee, such Executive Committee, in all
cases in which specific directions to the contrary shall not have been given by
the Board of Directors, shall have and may exercise, during the intervals
between the meetings of the Board of Directors, all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation (except as provided in Section 9.2) in such manner as the Executive
Committee may deem best for the interests of the corporation.

                                       8


                                  ARTICLE 10

                           MEETINGS OF SHAREHOLDERS

          Section 10.1.  Place of Meetings. Meetings (whether regular, special,
          ------------   -----------------
or adjourned) of shareholders of the corporation shall be held at the principal
office for the transaction of business as specified in accordance with Section
1.1, or any place within or without the State which may be designated by written
consent of all the shareholders entitled to vote thereat, or which may be
designated by the Board of Directors.

          Section 10.2.  Time of Annual Meetings. The annual meeting of the
          ------------   -----------------------
shareholders shall be held not earlier than February 15 and not later than May
15 of each year on such date and at such time as may be set by the Board of
Directors or, if it does not act, by the Chairman of the Board. If, through
inadvertence or other reason, no annual meeting is called within fifteen months
after the organization of the corporation or the date of the last annual
meeting, the Board of Directors or, if it does not act, the Chairman of the
Board, may immediately call an annual meeting of the shareholders, to be noticed
in accordance with these Bylaws and appropriate state law.

          Section 10.3.  Special Meetings. Special meetings of the shareholders
          ------------   ----------------
may be called by the Board, the Chairman of the Board, the President, or the
holders of shares entitled to cast not less than ten percent (10%) of the votes
at the meeting.

          Section 10.4.  Notice of Meetings. Whenever shareholders are required
          ------------   ------------------
or permitted to take any action at a meeting, a written notice of the meeting
shall be given not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the day of the meeting to each shareholder entitled to vote
thereat. Such notice shall state the place, date, and hour of the meeting and
(a) in the case of a special meeting, the general nature of the business to be
transacted, and no other business may be transacted, or (b) in the case of the
annual meeting, those matters which the Board, at the time of the mailing of the
notice, intends to present for action by the shareholders, but subject to the
provisions of Section 10.8 hereof any proper matter may be presented at the
meeting for such action. The notice of any meeting at which directors are to be
elected shall include the names of nominees intended at the time of the notice
to be presented by the Board of Directors for election.

          Section 10.5.  Delivery of Notice. Notice of a shareholders' meeting
          ------------   ------------------
or the furnishing of any report shall be given either personally or by first-
class mail, or, if the corporation has outstanding shares held of record by 500
or more persons on the record date for the shareholder's meeting, notice may be
sent third-class mail, or other means of written communication, addressed to the
shareholder at the address of such shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice; or if no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. The notice or report shall be deemed to
have been given at the time when delivered personally or deposited in the mail
or sent by other

                                       9


means of written communication. A verified statement of mailing of any notice or
report in accordance with the provisions of this Section, executed by the
secretary, assistant secretary, or any transfer agent, shall be prima facie
evidence of the giving of the notice or report. If any notice or report
addressed to the shareholders at the address of such shareholder appearing on
the books of the corporation is returned to the corporation by United States
Postal Service marked to indicate that the United States Postal Service marked
to indicate that the United States Postal Service is unable to deliver the
notice or report to the shareholder at such address, all future notices or
reports shall be deemed to have been duly given without further mailing if the
same shall be available for the shareholder upon written demand of the
shareholder at the principal executive office of the corporation for a period of
one year from the date of the giving of the notice to all other shareholders.

          Section 10.6.  Adjourned Meetings. When a shareholders' meeting is
          ------------   ------------------
adjourned to another time or place, unless these Bylaws otherwise require,
notice need not be given of the adjourned meeting if the time and place thereof
is announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 45 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 shareholder of
record entitled to vote at the meeting.

          Section 10.7.  Consent to Shareholders' Meeting. The transactions of
          ------------   --------------------------------
any meeting of shareholders, however called and noticed, and wherever held, are
as valid as though had at a meeting duly held after regular call and notice, if
a quorum is present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote not present in person or by
proxy signs a written waiver of notice or consent to the holding of the meeting
or an approval of the minutes thereof. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by the California
General Corporation Law to be included in the notice but not so included in the
notice if such objection is expressly made at the meeting. Neither the business
to be transacted at nor the purpose of any regular or special meeting of
shareholders need be specified in any written notice, consent to the holding of
the meeting or approval of the minutes thereof, unless otherwise provided in the
Articles of Incorporation or Bylaws, except as provided in Section 10.8.

          Section 10.8.  Notice of Business to be Transacted in Certain Cases.
          ------------   ----------------------------------------------------
Any shareholder approval at a meeting, other than unanimous approval by those
entitled to vote, on any of the matters listed below shall be valid only if the
general nature of the proposal so approved was stated in the notice of meeting
or in any written waiver of notice:

          (a) a proposal to approve a contract or other transaction between a
corporation and one or more of its directors, or between a corporation and any
corporation, firm, or association in which one or more director has a material
financial interest;

                                       10


               (b) a proposal to amend the Articles of Incorporation;

               (c) a proposal regarding a reorganization, merger, or
consolidation involving the corporation;

               (d) a proposal to wind up and dissolve the corporation;

               (e) a proposal to adopt a plan of distribution of the shares,
obligations, or securities of any other corporation, domestic or foreign, or
assets other than money which is not in accordance with the liquidation rights
of any preferred shares as specified in the Articles of Incorporation.

               Section 10.9.   Quorum; Vote Required.
               ------------    ---------------------

                      10.9.1.  Quorum Required. The presence in person or by
                      ------   ---------------
proxy of the persons entitled to vote a majority of the voting shares at any
meeting shall constitute a quorum for the transaction of business. If a quorum
is present, the affirmative vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitutes at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting by
classes is required by law, the Articles of Incorporation, or these Bylaws, and
except as provided in subsection 10.9.2.

                      10.9.2.  Continuation of Business Despite Lack of Quorum.
                      ------   -----------------------------------------------
The shareholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment notwithstanding the
withdrawal of the number of enough shareholders to leave less than a quorum, if
any action taken (other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.

                      10.9.3.  No Votes Without Quorum. In the absence of a
                      ------   -----------------------
quorum, any meeting of shareholders may be adjourned from time to time by the
vote of a majority of the shares represented either in person or by proxy, but
no other business may be transacted, except as provided in subsection 10.9.2.

               Section 10.10.  Actions Without Meeting.
               -------------   -----------------------

                      10.10.1. Majority Consent.  Any action which may be taken
                      -------  ----------------
at any annual or special meeting of shareholders may be taken without a meeting
and without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares 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; provided that, subject to the provisions of Section 2.6, directors
may not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors.

                      10.10.2. Notice to Nonconsenting Shareholders. Unless the
                      -------  ------------------------------------
consents of all shareholders entitled to vote have been solicited in writing,

                                       11


               (a) notice of any shareholder approval on matters described in
subsections (a), (c), or (e) of Section 10.8 or respecting indemnification of
agents of the corporation without a meeting by less than unanimous written
consent shall be given at least ten (10) days before the consummation of the
action authorized by such approval, and

               (b) prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less than
unanimous written consent,

to those shareholders entitled to vote but who have not consented in writing;
the provisions of Section 10.5 shall apply to such notice.

          Section 10.11.  Revocation of Consent. Any shareholder giving a
          -------------   ---------------------
written consent, or the shareholder's proxy-holders, or a transferee of the
shares or a personal representative of the shareholder or their respective
proxy-holders, may revoke the consent by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary of the
corporation, but may not do so thereafter. Such revocation is effective upon its
receipt by the secretary of the corporation.

          Section 10.12.  Voting Rights. Except as provided in Section 10.14,
          -------------   -------------
in the Articles of Incorporation, or in any statute relating to the election of
directors or to other particular matters, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote of
shareholders. Any holder of shares entitled to vote on any matter may vote part
of the shares in favor of the proposal and refrain from voting the remaining
shares or vote them against the proposal, other than elections to office, but,
if the shareholder fails to specify the number of shares such shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares such shareholder is entitled to
vote.

          Section 10.13.  Determination of Holders of Record.
          -------------   ----------------------------------

               10.13.1.   Record Date. In order that the corporation may
               -------    -----------
determine the shareholders entitled to notice of any meeting, to vote, to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days prior to the date of such meeting nor more than 60
days prior to any other action.

               10.13.2.   Absence of Determination by the Board. In the absence
               -------    -------------------------------------
of any record date set by the Board of Directors pursuant to subsection 10.13.1,
then:

               (a) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

                                       12


               (b) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior action
by the Board has been taken, shall be the day on which the first written consent
is given.

               (c) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.

               10.13.3.  Adjournments. A determination of shareholders of record
               -------   ------------
entitled to notice of or to a vote at a meeting of shareholders shall apply to
any adjournment of the meeting unless the Board fixes a new record date for the
adjourned meeting, but the Board shall fix a new record date if the meeting is
adjourned for more than 45 days from the date set for the original meeting.

               10.13.4.  Effect of Post Record Date Transfers. Shareholders at
               -------   ------------------------------------
the close of business on the record date are entitled to notice and to vote or
to receive the dividend, distribution, or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise provided in
the Articles, these Bylaws, agreement, or applicable law.

          Section 10.14. Elections for Directors.
          -------------  -----------------------

               10.14.1.  Right to Cumulate.  Every shareholder complying with
               -------   -----------------
subsection 10.14.2 and normally entitled to vote at any election of directors
may cumulate such shareholder's votes and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of votes
to which the shareholder's shares are entitled, or distribute the shareholder's
votes on the same principle among as many candidates as the shareholder thinks
fit.

               10.14.2.  Procedure for Cumulating Votes. No shareholder shall
               -------   ------------------------------
be entitled to cumulate votes (i.e., cast for any candidate a number of votes
greater than the number of the votes which such shareholder normally is entitled
to cast) unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given written notice to
the chairman of the meeting at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.

               10.14.3.  Directors Elected. In any election of directors, the
               -------   -----------------
candidates receiving the highest number of affirmative votes of the shares
entitled to be voted for them up to the number of directors to be elected by
such shares are elected; votes against directors and votes withheld shall have
no effect.

               10.14.4.  Ballot Optional. Elections for directors need not be
               -------   ---------------
by ballot unless a shareholder demands election by ballot at the meeting and
before the voting begins.

                                       13


          Section 10.15. Proxies.
          -------------  -------

               10.15.1.  Proxies Authorized. Every person entitled to vote
               -------   ------------------
shares may authorize another person or persons to act by proxy with respect to
such shares. Any proxy purporting to be executed in accordance with the
provisions of the General Corporation Law of the State of California shall be
presumptively valid.

               10.15.2.  Term of Proxy. No proxy shall be valid after the
               -------   -------------
expiration of 11 months from the date thereof unless otherwise provided in the
proxy. Every proxy continues in full force and effect until revoked by the
person executing it prior to the vote pursuant thereto, except as otherwise
provided in this Section. Such revocation may be effected by a writing delivered
to the corporation stating that the proxy is revoked or by a subsequent proxy
executed by the person executing the prior proxy and presented to the meeting,
or as to any meeting by attendance at such meeting and voting in person by the
person executing the proxy. The dates contained on the forms of proxy
presumptively determine the order of execution, regardless of the postmark dates
on the envelopes in which they are mailed.

               10.15.3.  Death of Proxy Maker. A proxy is not revoked by the
               -------   --------------------
death or incapacity of maker unless, before the vote is counted, written notice
of such death or incapacity is received by the corporation.

          Section 10.16. Inspection of Election.
          -------------  ----------------------

               10.16.1   Appointment. In advance of any meeting of shareholders,
               -------   -----------
the Board may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or if any
persons so appointed fail to appear or refuse to act, the chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed.

               10.16.2   Duties. The inspectors of election shall determine the
               -------   ------
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity, and effect of proxies, receive votes, ballots, or consents, hear and
determine all challenges and questions in any way arising in connection with the
right to vote, count, and tabulate all votes and consents, determine when the
polls shall close, determine the result, and do such acts as may be proper to
conduct the election or vote with fairness to all shareholders.

               10.16.3   Good Faith; Acts. The inspectors of election shall
               -------   ----------------
perform their duties impartially, in good faith, to the best of their ability,
and as expeditiously as is practical. If there are three inspectors of election,
the decision, act, or certificate of a majority is effective in all respects as
the decision, act, or certificate of all. Any report or certificate made by the
inspectors of election is prima facie evidence of the facts stated therein.

                                       14


                                  ARTICLE 11

              INDEMNIFICATION OF DIRECTORS, OFFICERS, AND AGENTS

          Section 11.1.  Indemnification for Third Party Actions. Except as
          ------------   ---------------------------------------
provided elsewhere in this Article, the corporation shall indemnify any officer
or director of the corporation, and may indemnify any other person, who was or
is a party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the corporation to procure a judgment in its favor)
by reason of the fact that such person is or was an agent of the corporation,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendre or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

          Section 11.2.  Indemnification for Claims by the Corporation. Except
          ------------   ---------------------------------------------
as provided elsewhere in this Article, the corporation shall indemnify any
officer or director of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was an agent
of the corporation, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such
person acted in good faith, in a manner such person believed to be in the best
interest of the corporation and its shareholders.

          Section 11.3.  Prerequisite for Indemnification. Except as provided
          ------------   --------------------------------
in Section 11.5, any indemnification under Sections 11.1 and 11.2 shall be made
by the corporation only if authorized in the specific case, upon a determination
that indemnification of the agent is proper in the circumstances because the
agent has met the applicable standard of conduct set forth in Section 11.1 or
11.2, by any of the following:

              (a) a majority vote of a quorum consisting of directors who are
not parties to such proceeding;

              (b) if such quorum of directors is not obtainable, by independent
legal counsel in a written opinion;

              (c) approval, of the shareholders (within the meaning of Section
153 of the California Corporations Code), with the shares owned by the person to
be indemnified not being entitled to vote thereon; or

              (d) the court in which such proceeding is or was pending upon
application made by the corporation or the agent or the attorney or other person
rendering

                                       15


services in connection with the defense, whether or not such application by the
agent, attorney, or other person is opposed by the corporation.

               Section 11.4.  Additional Indemnification when Permitted by Law.
               ------------   ------------------------------------------------
In addition to the indemnification provided in Sections 11.1 and 11.2 and except
as provided elsewhere in this Article, the corporation shall indemnify any
officer or director of the corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any proceeding (other
than an action by or in the right of the corporation to procure a judgment in
its favor) by reason of the fact that such person is or was an agent of the
corporation, against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with such proceeding, to the
fullest extent permitted by law.

               Section 11.5.  Indemnification for Successful Defense. To the
               ------------   --------------------------------------
extent that an agent of the corporation is successful on the merits in defense
of any proceeding or in defense of any claim, issue, or matter therein, the
agent shall be indemnified against expenses actually and reasonably incurred by
the agent in connection therewith.

               Section 11.6.  Advances of Expenses. Expenses incurred by an
               ------------   --------------------
officer or director of the corporation in defending a proceeding shall be
advanced by the corporation, and expenses incurred by a person other than an
officer or director of the corporation in defending a proceeding may be advanced
by the corporation, before final disposition of proceeding. As a condition to
any such advance, the corporation shall receive an undertaking by or on behalf
of the officer, director, or agent to repay such amount if it is determined
ultimately that the agent is not entitled to be indemnified. With respect to
advances to persons other than officer or directors, the corporation may require
such terms and collateral as it deems appropriate as a condition to any such
advance. The corporation shall pay expenses of officers and directors required
to be paid under this Section within 45 days after the corporation receives
evidence of the expenses in form sufficient to document them for tax purposes.

          Section 11.7.  Prohibitions on Indemnification.
          ------------   -------------------------------

               11.7.1  Limits on Indemnification that would be Inconsistent with
               ------  ---------------------------------------------------------
Controlling Documents or Court Orders. No indemnification or advance shall be
- -------------------------------------
made under this Article, except as provided in Sections 11.3(c) or 11.5, in any
circumstance where it appears that:

               (a) it would be inconsistent with a provision of the Articles of
Incorporation of the corporation, these Bylaws, a resolution of the
shareholders, or an agreement in effect at the time of the accrual of the
alleged cause of action asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or otherwise, limits
indemnification; or

               (b) it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

                                       16


          11.7.2. Limits on Indemnification for Selfish or Reckless Actions. No
          ------  ---------------------------------------------------------
indemnification or advance shall be made under this Article, except as provided
in Section 11.5, in any circumstance where it appears that the agent may be
liable:

          (a) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law;

          (b) for acts or omissions that the agent believes to be contrary to
the best interests of the corporation or its shareholders or that involve the
absence of good faith on the part of the agent;

          (c) for any transaction from which the agent derived an improper
personal benefit;

          (d) for acts or omissions that show a reckless disregard for the
agent's duty to the corporation or its shareholders in circumstances in which
the agent was aware, or should have been aware, in the ordinary course of
performing the agent's duties, of a risk of serious injury to the corporation or
its shareholders;

          (e) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the agent's duty to the corporation
or its shareholders; or

          (f) under Section 310 or Section 316 of California Corporations Code.

          11.7.3. Limits on Indemnification for Claims by the Corporation.
          ------  -------------------------------------------------------
No indemnification shall be made under Section 11.2,

          (a) in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable to the corporation in the performance of
such person's duty to the corporation and its shareholders, unless and only to
the extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for expenses and then
only to the extent that the court shall determine;

          (b) of amounts paid in settling or otherwise disposing of a pending
action without court approval; or

          (c) of expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.

          11.7.4. Limits on Indemnification for Unauthorized Prosecutions,
          ------  --------------------------------------------------------
Double Payments, and 16(b) Violations. No indemnification or advance shall be
- -------------------------------------
made under this Article, except as provided in Section 11.5, in any
circumstances where it appears that:

          (a) the proceedings or claims are initiated or brought voluntarily by
the agent and not by way of defense without the approval of the Board of
Directors, unless

                                       17


indemnification is approved by the board of directors or the shareholders
pursuant to clauses (a) or (c), respectively, of Section 11.3;

              (b) the indemnifiable expense has been paid by insurance or by any
other person on behalf of the corporation; or

              (c) the claims arises from a purchase and sale of securities
determined to be in violation of Section 16(b) of the Securities Exchange Act of
1934, as amended, or any similar successor statute.

          Section 11.8.  Procedure Regarding Claims By Third Parties.
          ------------   -------------------------------------------

              11.8.1.    Notice. An agent whom the corporation is obligated or
              ------     ------
has agreed to indemnify under Section 11.1, shall, give notice to the
corporation promptly after the agent has actual knowledge of any claim as to
which indemnity may be sought pursuant to this Article. Failure to give notice
as provided herein shall not relieve the corporation of its obligations under
this Article unless and to the extent that the corporation is materially
prejudiced thereby.

               11.8.2.   Conduct of Defense. The agent shall permit the
               ------    ------------------
corporation to assume the defense of any claim, at the corporation's option. The
agent may approve the counsel the corporation selects to conduct the defense of
the claim, and shall not withhold consent unreasonably. The agent may
participate in the defense of the claim at the agent's expense.

               11.8.3.   Settlements. The corporation shall not, in the defense
               ------    -----------
of any claim, consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof a release of the agent by the
claimant or plaintiff from all liability in respect to such claim, unless the
agent agrees otherwise.

               11.8.4.  Conflict of Interest. If an agent is advised by its own
               ------   --------------------
counsel that there may be one or more legal defenses available to it that are
different from or additional to those available to other agents entitled to
indemnification, the corporation shall not have the right to assume the defense
of the action on behalf of the agent and shall reimburse the agent for the
reasonable fees and expenses of counsel retained by the agent. The corporation
shall not, in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys for such agent.

          Section 11.9.  Separate Agreements Authorized; Bylaws Not Exclusive.
          ------------   ----------------------------------------------------
The corporation may agree with individual agents that it shall indemnify or
advance expenses in situations where such indemnification or advance is not
mandatory as the Board of Directors deems appropriate. The corporation may also
enter into separate indemnification agreements with its officers, directors, and
other agents. Such separate agreements may modify, expand, duplicate, or limit
any provision of this Article. Any such separate agreement shall govern to the
extend permitted by law if it conflicts with these Bylaws. The indemnification
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification

                                       18


may be entitled under any law, other provisions of these Bylaws, the
corporation's Articles of Incorporation, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office, as authorized in
the Articles of Incorporation of the corporation. The rights to indemnification
under this Article shall continue as to a person who has ceased to be an agent
and shall inure to the benefit of the heirs, executors, and administrators of
such person. Nothing contained in this Article shall affect any right to
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.

          Section 11.10.  Insurance. The corporation may purchase and maintain
          -------------   ---------
insurance on behalf of any agent against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as
such, whether or not the corporation has the power to indemnify the agent
against such liability under this Section.

          Section 11.11.  Optional Means of Assuring Payment. The corporation
          -------------   ----------------------------------
may, but is not required to, create a trust fund, grant a security interest,
obtain a letter of credit, or use other means to ensure the payment of such sums
as may be necessary to indemnify its agents as provided herein.

          Section 11.12.  Savings Clause. If any portion of this Article is
          -------------   --------------
invalid, then the corporation shall nevertheless indemnify each officer and
director, and each agent the corporation elects to indemnify, to the full extent
permitted by any applicable portion of this Article that is not invalid, or by
any applicable agreement or law. Without limiting the foregoing, if any portion
of this Article is invalid because it is too broad, the corporation shall be
required or entitled, as the case may be, to indemnify its agents to the full
extent permitted as if all necessary limitations had been included herein.

          Section 11.13.  Application of Other Laws. Nothing in this Article
          -------------   -------------------------
shall restrict the power of the corporation to indemnify its agents under any
provision of law from time to time applicable to the corporation, nor shall
anything in this Article authorize the corporation to indemnify its agents in
situations prohibited by law.

          Section 11.14.  Definitions. For the purpose of this Article:
          -------------   -----------

               (a) "agent" means any person who is or was a director, officer,
employee, or other agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other enterprise,
or was a director, officer, employee, or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation;

               (b) "officer" means the chief executive officer, chief operating
officer, chief financial officer, president, treasurer, secretary, and any vice
president, assistant treasurer, and assistant secretary of the corporation;

                                       19


               (c) "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and

               (d) "expenses" includes without limitation attorneys' fees and
any expenses of enforcing a right to indemnification.

                                  ARTICLE 12

                               SUNDRY PROVISIONS

          Section 12.1.  Shares Held by the Corporation. Shares in other
          ------------   ------------------------------
corporations standing in the name of this corporation may be voted or
represented and all rights incident thereto may be exercised on behalf of this
corporation by the President or by any other officer of this corporation
authorized so to do by resolution of the Board of Directors.

          Section 12.2.  Certificates of Stock. There shall be issued to each
          -------------  ---------------------
holder of fully paid shares of the capital stock of the corporation a
certificate or certificates for such shares. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman or Vice Chairman of the Board, the President, or a
Vice President and by the Chief Financial Officer, an Assistant Treasurer, the
Secretary, or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the shareholder. Any or all of the signatures
on the certificates may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were an officer, transfer agent, or registrar at
the date of issue.

          Section 12.3.  Lost Certificates. The corporation may issue a new
          -------------  -----------------
share certificate or a new certificate for any other security 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 the owner's legal representative to give the
corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate. The Board of Directors may
adopt such other provisions and restriction with reference to lost certificates,
not inconsistent with applicable law, as it shall in its discretion deem
appropriate.

          Section 12.4.  Certification and Inspection of Bylaws. The
          ------------   --------------------------------------
corporation shall keep at its principal executive office in this state, or if
its principal executive office is not in this state at its principal business
office in this state, the original or a copy of these Bylaws as amended to date,
which shall be open to inspection by the shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
outside this state and the corporation has no principal business office in this
state, it shall upon the written request of any shareholder furnish to such
shareholder a copy of the Bylaws as amended, to date.

                                       20


          Section 12.5.  Notices. Any reference in these Bylaws to the time a
          ------------   -------
notice is given or sent means, unless otherwise expressly provided, the time a
written notice by mail is deposited in the United States mails, postage prepaid;
or the time any other written notice is personally delivered to the recipient or
is delivered to a common carrier for transmission, or actually transmitted by
the person giving the notice by electronic means, to the recipient; or the time
any oral notice is communicated, in person or by telephone or wireless, to the
recipient or to a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.

          Section 12.6.  Reports to Shareholders. Except as may otherwise be
          ------------   -----------------------
required by law, the rendition of an annual report to the shareholders is waived
so long as there are less than 100 holders of record of the shares of the
corporation (determined as provided in Section 605 of the California General
Corporation Law). At such time or times, if any, that the corporation has 100 or
more holders of record of its shares, the Board of Directors shall cause an
annual report to be sent to the shareholders not later than 120 days after the
close of the fiscal year or within such shorter time period as may be required
by applicable law, and such annual report shall contain such information and be
accompanied by such other documents as may be required by applicable law.

          Section 12.7.  Loans to Officers. The Board may approve loans of
          ------------   -----------------
money or property to, and guaranties of the obligations of, officers of the
corporation, and may adopt employee benefit plans authorizing such loans and
guaranties to officers of the corporation, without the approval of the
shareholders of the corporation, provided that:

              (a) the corporation has outstanding shares held of record by more
than 100 persons;

              (b) the vote of any interested director or directors is not
counted; and

              (c) the Board determines that such loan, guaranty or plan may
reasonably be expected to benefit the corporation.

                                  ARTICLE 13

                          CONSTRUCTION OF BYLAWS WITH
                         REFERENCE TO PROVISIONS OF LAW

          Section 13.1.  Definitions. Unless defined otherwise in these Bylaws
          ------------   -----------
or unless the context otherwise requires, terms used herein shall have the same
meaning, if any, ascribed thereto in the California General Corporation Law, as
amended from time to time.

          Section 13.2.  Bylaw Provisions Additional and Supplemental to
          ------------   -----------------------------------------------
Provisions of Law. All restrictions, limitations, requirements, and other
- -----------------
provisions of these Bylaws shall be construed, insofar as possible, as
supplemental and additional to all provisions of law applicable to the subject
matter thereof and shall be fully complied with in addition to the said
provisions of law unless such compliance shall be illegal.

                                       21


          Section 13.3.  Bylaw Provisions Contrary to or Inconsistent with
          ------------   -------------------------------------------------
Provisions of Law. Any portion of these Bylaws that, upon being construed in
- -----------------
the manner provided in Section 13.2, is contrary to or inconsistent with any
applicable law, shall not apply so long as said law remains in effect. Such
result shall not, however, affect the validity or application of any other
portion of these Bylaws. Each portion of these Bylaws would have been adopted
even if any other portion were invalid or unenforceable.

                                  ARTICLE 14

                   ADOPTION, AMENDMENT, OR REPEAL OF BYLAWS

          Section 14.1.  By Shareholders. Bylaws may be adopted, amended, or
          ------------   ---------------
repealed by the approval of the affirmative vote of a majority of the
outstanding shares of the corporation entitled to vote.

          Section 14.2.  By the Board of Directors. Subject to the right of
          ------------   -------------------------
shareholders to adopt, amend, or repeal Bylaws, Bylaws other than a Bylaw or
amendment thereof changing the authorized number of directors or any provision
of this Article may be adopted, amended, or repealed by the Board of Directors.
A Bylaw adopted by the shareholders may restrict or eliminate the power of the
Board of Directors to adopt, amend, or repeal any or all Bylaws.

                                       22

EX-3.11

                                                                    EXHIBIT 3.11

- --------------------------------------------------------------------------------
                              State of California
                                  Bill Jones
                              Secretary of State
                                                                           LLC-1

                           LIMITED LIABILITY COMPANY
                           ARTICLES OF ORGANIZATION

         IMPORTANT - Read the instructions before completing the form.
         ---------
    This document is presented for filing pursuant to Section 17050 of the
                         California Corporations Code.
- --------------------------------------------------------------------------------
1.  Limited liability company name:
    (End the name with "LLC" or "Limited Liability Company". No periods between
    the letters in "LLC", "Limited" and "Company" may be abbreviated to "Ltd."
    and "Co.")
    Kato Road LLC
- --------------------------------------------------------------------------------
2.  Latest date (month/day/year) on which the limited liability company is to
    dissolve. 12/31/2036
- --------------------------------------------------------------------------------
3.  The purpose of the limited liability company is to engage in any lawful act
    or activity for which a limited liability company may be organized under the
    Beverly-Killea Limited Liability Company Act.
- --------------------------------------------------------------------------------
4.  Enter the name of initial agent for service of process and check the
    appropriate provision below:      Paracorp Incorporated    , which is
                                 ------------------------------

    [_]  an individual residing in California.  Proceed to Item 5.

    [X]  a corporation which has filed a certificate pursuant to Section 1505 of
         the California Corporations Code. Skip Item 5 and proceed to Item 6.
- --------------------------------------------------------------------------------
5.  If the initial agent for service of process in an individual, enter a
    business or residential street address in California:

    Street address:

    City:                State:  CALIFORNIA                 Zip Code:
- --------------------------------------------------------------------------------
6.  The limited liability company will be managed by:  (check one)
    [X] one manager  [_] more than one manager [_] limited liability company
                                                                     members
- --------------------------------------------------------------------------------
7.  If other matters are to be included in the Articles of Organization attach
    one or more separate pages. Number of pages attached, if any:
- --------------------------------------------------------------------------------
8.  It is hereby declared that I am the           For Secretary of State Use
    person who executed this instrument,
    which execution is my act and deed.


/s/ Edna Perry
- ---------------------------------
Signature of organizer


 Edna Perry
- ---------------------------------
Type or print name of organizer



Date:     June 17       , 1997
      --------------        --

- ------------------------------------------
LLC-1   Approved by the Secretary of State

Filing Fee $70                        1/96
- --------------------------------------------------------------------------------

EX-3.12

- --------------------------------------------------------------------------------

                                                                    EXHIBIT 3.12
                                                                    ------------










                            OPERATING AGREEMENT FOR

                                 KATO ROAD LLC


                    A CALIFORNIA LIMITED LIABILITY COMPANY


- ------------------------------------------------------------------------------









                               TABLE OF CONTENTS


                                                                                                        Page
                                                                                                     
   ARTICLE 1 - INTRODUCTION                                                                               1
         1.1     Formation of Limited Liability Company                                                   1
         1.2     Defined Terms                                                                            1
         1.3     Company Purpose                                                                          4

   ARTICLE 2 - MEMBERS, MEMBERSHIP INTERESTS                                                              4
         2.1     Names and Addresses of Members                                                           4
         2.2     Loans and Member Loans                                                                   5
         2.3     Certificates for Membership Interests                                                    5
         2.4     Contribution of Additional Capital                                                       5
         2.5     Limitation on Liability                                                                  5
         2.6     No Individual Authority                                                                  5
         2.7     No Member Responsible for Other Member's Commitment                                      5

   ARTICLE 3 - MANAGEMENT AND CONTROL OF BUSINESS                                                         6
         3.1     General Overall Management Vested in Members; Special
                 Management Vesting in LC Manager                                                         6
         3.2     Contracts Regarding Management Agreements and Retention
                 of Services of Professionals                                                             6
         3.3     Budget                                                                                   6
         3.4     Meetings of the Members                                                                  7
         3.5     Operational Member(s)                                                                    8
         3.6     Extraordinary Major Decisions                                                            8
         3.7     Powers of Members                                                                        8
         3.8     Contractual Relations                                                                    9
         3.9     Organization Expenses                                                                    9
         3.10    Legal Representation                                                                     9

   ARTICLE 4 - ACCOUNTING AND RECORDS                                                                     9
         4.1     Records and Accounting                                                                   9
         4.2     Access to Accounting Records                                                             9
         4.3     Annual and Tax Information                                                               9
         4.4     Accounting Decisions                                                                     9
         4.5     Federal Income Tax Elections                                                            10

   ARTICLE 5 - DISTRIBUTION OF AVAILABLE CASH                                                            10

   ARTICLE 6 - ALLOCATIONS                                                                               10
         6.1     Allocations in Accordance with Percentage Interests                                     10
         6.2     Other Allocation Rules                                                                  10

   ARTICLE 7 - CHANGES IN MEMBERS                                                                        10
         7.1     Cessation of Membership                                                                 10
         7.2     Covenant Not to Withdraw, Transfer, or Dissolve                                         11
         7.3     Permitted Transfers                                                                     11
         7.4     Conditions to Permitted Transfers                                                       11
         7.5     Prohibited Transfers                                                                    12

   ARTICLE 8 - TERMINATION AND LIQUIDATION                                                               12
         8.1     Termination of the Company                                                              12


                                       i


                                                                                                      
         8.2     Liquidation                                                                             13

   ARTICLE 9 - INDEMNIFICATION                                                                           13
         9.1     Indemnification of Organizers and Members                                               13

   ARTICLE 10 -  ESTABLISHMENT OF RULES AND REGULATIONS,
                 MEMBERSHIP AND GOVERNANCE                                                               14

   ARTICLE 11 - MISCELLANEOUS                                                                            14
         11.1    Complete Agreement                                                                      14
         11.2    Governing Law                                                                           14
         11.3    Terms                                                                                   14
         11.4    Headings                                                                                14
         11.5    Severability                                                                            14
         11.6    Multiple Counterparts                                                                   14
         11.7    Additional Documents and Acts                                                           15
         11.8    No Third Party Beneficiary                                                              15
         11.9    References to this Agreement                                                            15
         11.10   Notices                                                                                 15
         11.11   Amendments                                                                              15
         11.12   Title to Company Property                                                               15
         11.13   Reliance on Authority of Person Signing Agreement Error! Bookmark not defined.



                                      ii


                             SCHEDULE OF EXHIBITS


                                                                                                     Page
                                                                                                  
     Exhibit A  -   Members' Names, Addresses and Percentages of Ownership                             17
     Exhibit B  -   Legal Description of Property                                                      18


                                      iii


                            OPERATING AGREEMENT FOR
                                 KATO ROAD LLC

     The parties hereto as the Members of KATO ROAD LLC, enter into this
     Operating Agreement as their binding agreement as to the affairs of the
     company and the conduct of its business.

     Wherefore, the parties agree as follows, effective June 23, 1997:

1.   INTRODUCTION

     1.1 Formation of Limited Liability Company. The undersigned hereby form a
         --------------------------------------
California limited liability company under the laws of the State of California
by the filing of Articles of Organization ("Articles") for KATO ROAD LLC
pursuant to the Act on behalf of themselves, and any and all additional and/or
substituted Members (hereinafter referred to collectively as the "Members"). The
Company's business shall be conducted under any trading name approved by the
Members.

     This Operating Agreement is subject to, and governed by, the California
Beverly-Killea Limited Liability Company Act and the Articles of Organization of
the Company filed with the California Office of the Secretary of State, pursuant
to Section 17050 of the California Corporations Code. In the event of a direct
conflict between the provisions of this Operating Agreement and either the
mandatory provisions of the Act or the Articles of the company, such provisions
of the Act or the Articles of the Company, as the case may be, will be
controlling.

     1.2 Defined Terms. The terms used in this Agreement with their initial
         -------------
letters capitalized, shall, unless the context otherwise requires or unless
otherwise expressly provided herein, have the meanings specified in this Section
1.2. Throughout this Agreement in the use of terms defined herein and otherwise
the singular shall include the plural and the masculine gender shall include the
feminine and neuter, and vice versa, as the context requires. When used in this
Agreement, the following terms shall have the meanings set forth below.

         (a) "Act" shall mean the California Beverly-Killea Limited Liability
Company Act, as the same may be amended from time to time.

         (b) "Accountants" shall mean such accounting firm as the Members shall
select.

         (c) "Affiliate" means, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person, (ii) any Person owning or controlling 10% or more of the
outstanding voting interests of such Person, (iii) any officer, director, or
general partner of such Person, or (iv) any Person who is an officer, director,
general partner, trustee, or holder of 10% or more of the voting interests of
any Person described in clauses (i) through (iii) of this sentence.

         (d) "Agreement" shall mean this Operating Agreement, as originally
executed and as amended from time to time in writing; and the terms "hereof,"
"hereto," "hereby," and

                                       1


"hereunder," when used with reference to this Agreement, refer to this Agreement
as a whole, unless the context otherwise requires.

          (e) "Authorized Person" shall be that one or more persons whose
execution of documents on behalf of the company shall bind the Company when
authorized by action of the Company pursuant to the Article III of this
Agreement. No Authorized Person shall be the general agent of the company and
each Authorized Person shall function in a wholly ministerial capacity. William
P. Lynott is hereby designated as an Authorized Person to serve until such
designation is revoked by a majority vote of the Percentage Interests of the
Members of the Company and in the absence thereof, then Stuart L. Miner.

          (f) "Bankruptcy" shall mean, and a Member shall be deemed a "Bankrupt
Member", upon (i) the entry of a decree or order for relief against the Member
by a court of competent jurisdiction in any involuntary case brought against the
Member under any bankruptcy, insolvency, or other similar law (collectively,
"Debtor Relief Laws") generally affecting the rights of creditors and relief of
debtors now or hereafter in effect, (ii) the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator, or other similar agent
under applicable Debtor Relief Laws for the Member or for any substantial part
of its assets or property, (iii) the ordering of the winding up or liquidation
of the Member's affairs, (iv) the filing of a petition in any such involuntary
bankruptcy case, which petition remains undismissed for a period of a one
hundred eighty (180) days or which is not dismissed or suspended pursuant to
Section 305 of the Federal Bankruptcy Code (or any corresponding provision of
any future United States bankruptcy law), (v) the commencement by the Member of
a voluntary case under any applicable Debtor Relief Law now or hereafter in
effect, (vi) the consent of the Member to the entry of an order for relief in an
involuntary case under any such law or to the appointment of or the taking of
possession by the receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar agent under any applicable Debtor Relief Laws for
the Member or for any substantial part of its assets or property, or (vii) the
making by a Member of any general assignment for the benefit of its creditors.

          (g) "Capital Account" means, with respect to any Member, the Capital
Account maintained for such Member in accordance with the following provisions:

              (i) To each Member's Capital Account there shall be credited such
Member's Capital Contributions, such Member's distributive share of profits and
any items in the nature of income or gain which are specially allocated
hereunder, and the amount of any Company liabilities assumed by such Member or
which are secured by any property distributed to such Member.

              (ii) To each Member's Capital Account there shall be debited the
amount of cash and the fair market value of any property distributed to such
Member, such Member's distributive share of losses and any items in the nature
of expenses or losses which are specially allocated hereunder, and the amount of
any liabilities of such Member assumed by the Company or which are secured by
any property contributed by such Member to the Company.

                                       2


              (iii) In the event all or a portion of an interest in the Company
is transferred in accordance with the terms of this Agreement, the transferee
shall succeed to the Capital Account of the transferor to the extent it relates
to the transferred interest.

          (h) "Capital Contribution" shall mean the total value of cash and
agreed fair market value of tangible and intangible property contributed and
agreed to be contributed to the Company by each Member, as shown in Exhibit "A",
as the same may be amended from time to time. Any reference in this Agreement to
the Capital Contribution of a then Member shall include a Capital Contribution
previously made by any prior Member for the interest of such then Member,
reduced by any distribution to such Member in return of "Capital Contribution"
as contemplated herein. Additional capital contributions in cash, property, or
service contributions may only be made by a Member with the consent of all other
Members.

          (i) "Code" shall mean the Internal Revenue Code of 1986, as amended.
All references herein to sections of the code shall include any corresponding
provision or provisions of succeeding law.

          (j) "Company" shall refer to Kato Road LLC, the purpose of which is to
purchase, develop, own and operate improved or unimproved real estate in the
State of California or elsewhere in accordance with applicable laws governing
the Company.

          (k) "Initial Members" shall refer to the undersigned Members who have
initially become Members of the Company. "Additional Members" shall mean any
Member who has joined subsequent to the date of the Initial Members. "Existing
Members" shall mean any Member who shall have joined prior to the date of any
Additional Member, irrespective of whether or not such Existing Members may have
been an Initial Member or an Additional Member at a given point in time.

          (l) "Interest" in the Company shall mean the entire ownership interest
of a Member in the Company at any particular time, including the right of such
Member to any and all benefits to which a member may be entitled as provide in
this Agreement and under the Act, together with the obligations of such Member
to comply with all of the terms and provisions of this Agreement and the Act.

          (m) "LC Manager" means LandBank Environmental Properties LLC or such
other person, party or entity that shall be appointed by majority vote of the
Members of the Company, as determined by the Percentage Interest of all such
Members.

          (n) "Net Cash from Operations" means the net cash proceeds from
Company operations less the portion thereof used to pay or establish reserves
for all Company expenses, debt payments, capital improvements, replacements and
contingencies, all as determined by the Members. "Net Cash From Operations"
shall not be reduced by depreciation, amortization, cost recovery deductions, or
similar allowances, but shall be increased by any reductions of reserves
previously established.

                                       3


          (o) "Operating Agreement" shall mean this Agreement as amended in
writing from time to time.

          (p) "Percentage Interest" of a Member shall mean the percentage
participating set forth opposite the name of such Member under the column
"Percentage Interest" in Exhibit "A" hereto, as such percentage may be adjusted
from time to time pursuant to the terms hereof. Whenever approval or the casting
of votes is done, each Member shall only be entitled to vote his or her
Percentage Interest.

          (q) "Principal Office" shall mean the location for the conduct of
Company's management of its business, presently being in care of the LC Manager,
c/o LandBank Environmental Properties LLC, 12345 West Alameda Parkway, Suite
208, Lakewood, CO 80228 or such other address as may be established pursuant to
the terms hereof.

          (r) "Pro Rata Part" means the proportion that a Percentage Interest of
a Member bears to the aggregate Percentage Interests in the Company of all
Members.

          (s) "Property" means real property in the city of Fremont, County of
Alameda, State of California, described as follows: Parcel One - Parcels A and D
of Parcel Map No. 1547, filed November 7, 1974, in Book 84 of Parcel Maps, at
Page 69, Alameda County Records. Parcel Two - Parcel N of Parcel Map 1594 filed
May 30, 1975 in Map Book 87, Pages 57-62, Alameda County Records. A.P. Nos. 519-
1010-011-025 a portion of Parcel A; 519-1010-041-001 the remainder of Parcel A;
519-1010-041-002 Parcel D; 519-1010-011-035 Parcel N.

          (t) "Resident Agent" as provided in the Articles of the Company shall
be and refer to William P. Lynott, until changed as provided in the Act.

          (u) "Substitute Member" shall mean any person or entity who or which
is admitted into Membership.

          (v) "Term" shall refer to the latest date on which the Company may
exist as set forth in the Articles of the Company.

     1.3  Company Purpose. The general purposes of this Company are as set forth
          ---------------
in Section 1.2(j) and otherwise in the Articles. The Company may exercise all
powers reasonable or necessary to pursue the same. In addition, the Company may
engage in and do any act concerning any or all lawful businesses for which
limited liability companies may be organized according to the Act to which the
Members agree by a vote of no less than ninety-nine percent (99%).

2.   MEMBERS, MEMBERSHIP INTERESTS

     2.1  Names and Addresses of Members. Members (who are collectively referred
          ------------------------------
to as "Members" and individually referred to as "Member"), their respective
addresses, their initial Capital Contributions to the Company, and their
respective Percentage Interest in the Company are set forth on Exhibit "A",
attached hereto and made a part hereof. A Member need not be an

                                       4


individual, a resident of the State of California, or a citizen of the United
States. Subsequent to the date hereof, upon a unanimous vote of the Members,
Additional Members may join the Company upon sale of additional percentage
Interest(s) upon which the Initial Members of the Existing Members' Percentage
Interests shall be adjusted to accommodate the Additional Members.

     2.2 Loans and Member Loans. Upon approval by consent of Members entitled to
         ----------------------
cast at least ninety-nine percent (99%) of all the Members, any Person may lend
or advance money to the Company and the Company is authorized to grant a lien on
any of the Company's properties to secure such loans. If any Member shall make
any loan or loans to the Company or advance money on its behalf, the amount of
any such loan or advance shall not be treated as a Capital Contribution but
shall be a debt due from the Company. The amount of any such loan or advance by
a lending Member shall be repayable out of the Company's cash and shall bear
interest two (2) percentage points in excess of the Prime rate set forth from
time to time in the Wall Street Journal, adjusted quarterly. None of the Members
shall be obligated to make any loan or advance to the Company absent a
resolution approved by ninety-nine percent (99%) of all the Members entitled to
cast such votes.

     2.3 Certificates for Membership Interests. The Member's Interest in the
         -------------------------------------
Company may, with the unanimous consent of the Members, be represented by a
Certificate of Membership. The exact contents of the certificate of Membership
shall be determined by the Members, and upon adoption of a form of certificate a
specimen thereof shall be appended hereto as an Exhibit.

     2.4 Contribution of Additional Capital. Additional capital may be
         ----------------------------------
contributed to the Company but only upon the written consent of all Members.

     2.5 Limitation on Liability. No Member shall be liable under a judgment,
         -----------------------
decree, or order of the Court, or in any other manner, for a debt, obligation,
or liability of the Company, except as provided by law. No Member shall be
required to loan any funds to the Company. Except as may be expressly provided
otherwise herein, no Member shall be required to make any contribution to the
Company by reason of any negative balance in its capital account, nor shall any
negative balance in a Member's capital account create any liability on the part
of the Member to any other Member or to any third party.

     2.6 No Individual Authority. Except as is expressly provided in Article III
         -----------------------
hereof, no Member, acting alone, shall have any authority to act for, or to
undertake or assume, any obligation, debt, duty, or responsibility on behalf of,
any other Member or the Company.

     2.7 No Member Responsible for Other Member's Commitment. In the event that
         ---------------------------------------------------
any Member (or any such Member's shareholders, partners, members, owners or
Affiliates) has incurred any indebtedness or obligation prior to the date hereof
that relates to or otherwise affects the Company, neither the Company nor any
other Member shall have any liability or responsibility for or with respect to
such indebtedness or obligation unless such indebtedness or obligations assumed
by the Company pursuant to a written instrument signed by all Members.
Furthermore, neither the Company nor any Member shall be responsible or liable
for any

                                       5


indebtedness or obligation that is hereafter incurred by any other Member (or
any of such Member's shareholders, partners, members, owners, or Affiliates). In
the event that a Member (or any of such Member's shareholders, partners,
members, owners, or Affiliates (collectively, the "liable member")), whether
prior to or after the date hereof, incurs (or has incurred) any debt or
obligation that neither the Company nor any of the other Members is to have any
responsibility or liability for, the liable Member shall indemnify and hold
harmless the Company and the other Members from any liability or obligation they
may incur in respect thereof.

3.   MANAGEMENT AND CONTROL OF BUSINESS

     3.1  General Overall Management Vested in Members; Special Management
          ----------------------------------------------------------------
Vesting in LC Manager.
- ---------------------

          (a) Except as expressly provided otherwise herein, management for the
purpose of the business of the Company shall be vested, generally, in the
Members in proportion to their Percentage Interests. The Members or any of their
Affiliates may engage in other activities of any nature.

          (b) If required by law a Member shall qualify to do business in
California by obtaining a certificate of authority to do so from the Office of
the Secretary of State.

          (c) By unanimous vote in accordance with their Percentage Interests,
the Members of the Company have selected LandBank Environmental Properties LLC
as the LC Manager. Such LC Manager shall be responsible for the day-to-day
management affairs of the Company until he shall be replaced by a unanimous vote
of such Members according to their Percentage Interest.

     3.2  Contracts Regarding Management Agreements and Retention of Services of
          ----------------------------------------------------------------------
Professionals. In addition to possible agreements to compensate the LC Manager,
- -------------
the Company may enter into agreements with other professionals relative to the
management and operation of any assets of the Company.

     3.3  Budget. The Members shall jointly prepare and approve an initial
          ------
budget for the Company. Operational expenditures and business operations in
general shall be made and conducted in concert with such budget. For each year
thereafter, the Manager shall prepare the budget of the Company and shall submit
it for approval by the Members. Approval of the budget shall require a ninety-
nine (99%) majority consent of the Members.

     3.4  Meetings of the Members.
          -----------------------

          (a)  Meetings of Members may be called by any Member.

          (b) The Company shall deliver (facsimile acceptable) or mail written
notice stating the date, time, and place of any meeting of Members and, when
otherwise required by law, a description of the purposes for which the meeting
is called, to each Member of record entitled to vote at the meeting, at such
address as appears in the records of the Company, such

                                       6


notice to be mailed at least five (5), days before the date and time of the
meeting. A Member may waive notice of any meeting, before or after the date of
the meeting, by delivering a signed waiver to the Company for inclusion in the
minutes of the Company. A Member's attendance at any meeting, in person or by
proxy (i) waives objection to lack of notice or defective notice of the meeting,
unless the Member at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (ii) waives objection to
consideration of a particular matter at the meeting that is not within any
purpose described in the meeting notice, unless the Member objects to
considering the matter when it is presented.

          (c) The record date for the purpose of determining the Members
entitled to notice of a Members' meeting, for demanding a meeting, for voting,
or for taking any other action shall be the tenth (10th) day prior to the date
of the meeting or other action.

          (d) A Member may appoint a proxy to vote or otherwise act for the
Member pursuant to a written appointment form executed by the Member or the
Member's duly authorized attorney-in-fact. An appointment of a proxy is
effective when received by the Company. The general proxy of a fiduciary is
given the same effect as the general proxy of any other Member. A proxy
appointment is valid for eleven (11) months unless otherwise expressly stated in
the appointment form.

          (e) At any meeting of Members, each Member entitled to vote shall have
a number of votes equal to the product of his, her or its Percentage Interest
times 100. At any meeting of Members, presence of Members entitled to cast at
least ninety-nine (99%) of the total votes of all Members entitled to vote at
such meeting constitutes a quorum, provided, however, that so long as there
shall be two Members a quorum shall require attendance by both Members. Action
on a matter is approved if it receives approval by at least seventy-one percent
(71%) of the total number of votes entitled to vote at such meeting or such
greater number as may be required by law, the Articles, or this Agreement for
the particular matter under consideration. Upon the occurrence of Dissolution
Event (as defined herein), a Former Member shall not be entitled to any vote in
determining whether the Company shall purchase the interest of such Former
Member as permitted in Section 6.1 hereof. Also, any assignee of a Member's
Interest in the Company shall not be entitled to vote or participate on any
matters at any meeting unless such assignee becomes a Substitute Member as
contemplated in Section 6.4 hereof.

          (f) Any action required or permitted to be taken at a Members' meeting
may be taken without a meeting if the action is taken by all of the Members
entitled to vote on the action. The action must be evidenced by one or more
written consents describing the action to be taken, and delivered to the Company
for inclusion in the minutes. The record date for determining Members entitled
to take action without a meeting is the first date a Member signs the consent to
such action.

          (g) Any or all Members may participate in any Members' meeting by, or
through the use of, any means of communication by which all Members
participating may simultaneously hear each other during the meeting. A member so
participating is deemed to be present in person at the meeting.

                                       7


          (h) At any Members' meeting the Members shall appoint a person to
preside at the meeting and a person to act as secretary of the meeting. The
secretary of the meeting shall prepare minutes of the meeting which shall be
placed in the minute books of the Company.

          (i) Member which are corporations, limited partnerships or trusts
("Corporate Members") shall participate in exercise of the powers of the Company
through representatives duly authorized by such Member pursuant to applicable
law.

          (j) One or more of the representatives of corporate Members may assume
executive positions within the management of Company, but shall not be entitled
to compensation therefor, except as authorized by the Members. In exercising
such management function the representative shall be answerable solely to the
corporate Member which it represents and shall act in such office wholly in a
representation capacity on behalf of the corporate Member which made the
appointment.

     3.5  Operational Member(s). Management of the business and property of the
          ---------------------
Company may be vested in the Members other than in proportion to their
Percentage Interests to the extent provided in this Section. In addition, the
Members may unanimously agree to defer to one another in specified areas of the
management of the Company's business.

     3.6  Extraordinary Major Decisions. No act shall be taken, sum expended,
          -----------------------------
decision made, or obligation incurred by the Company except by the unanimous
consent of all Members with respect to a matter within the scope of any of the
extraordinary major decisions enumerated below (the "Extraordinary Major
Decisions"). The Extraordinary Major Decisions shall include: (i) merger of the
Company into another Entity or of an Entity into the Company, (ii) a change in
the character of the business of the Company, (iii) a false or erroneous
statement in the Articles, (iv) disposal of the goodwill of the Company, (v)
submission of a claim of the Company to arbitration, (vi) confession of a
judgment, (vii) commission of any act which would make it impossible for the
Company to carry on its ordinary business, or (viii) an act that would
contravene this Agreement.

     3.7  Powers of Members. Except as expressly provided in Sections 3.5 and
          -----------------
3.6 above, the Members and each of them shall have all necessary powers to carry
out the purposes, business, and objectives of the Company. The Company may deal
with a Member and any related Affiliate or other related person, firm or entity
on terms and conditions that would be available from an independent responsible
third party that is willing to perform.

     3.8  Contractual Relations. The Members shall endeavor to have all
          ---------------------
contracts to which the Company is party provide that the law of the State of
California, and particularly the limitation of liability of a member of a
limited liability company, shall apply.

     3.9  Organization Expenses. The company shall pay all expenses incurred in
          ---------------------
the organization of the Company.

     3.10 Legal Representation. Any attorney undertaking any legal work for the
          --------------------
Company has done so at the behest of the Member who has retained such attorney
and all Members

                                       8


understand that he and she has had the opportunity to review this and all other
documentation with his/her own independent legal counsel.

4.   ACCOUNTING AND RECORDS

     4.1  Records and Accounting. The books and records of the Company shall be
          ----------------------
kept, and the financial position and the results of its operations recorded, in
accordance with the accounting methods elected to be followed by the Company for
federal income tax purposes. The fiscal year of the Company for financial
reporting and for federal income tax purposes shall be the calendar year.

     4.2  Access to Accounting Records. All books and records of the Company
          ----------------------------
shall be made available at the principal office of the Company in Colorado and
maintained at such places as the company may find convenient. Each Member, and
its duly authorized representative, shall have access to the books and records
of the Company and the right to inspect and copy them at reasonable times. The
Company may assess reasonable fees for copying expenses and handling costs prior
to giving over possession of the copies.

     4.3  Annual and Tax Information. The Members shall cause the Company to
          --------------------------
deliver to each Member within thirty (30) days after the end of each fiscal year
all information necessary for the preparation of such Member's federal income
tax return. The Members agree to report on their returns the Company operations
as are attributable to them and not to take reporting positions contrary to the
Company's reporting positions. The Members shall also cause the Company to
prepare, within sixty (60) days after the end of each fiscal year, an audited
financial report of the Company for such fiscal year, containing a balance sheet
as of the last day of the year then ended, an income statement for the year then
ended, and a statement of sources and applications of funds.

     4.4  Accounting Decisions. All decisions as to accounting matters, except
          --------------------
as otherwise specifically set forth herein, shall be made by the Members in
accord with generally accepted accounting principles. The Members may rely upon
the advice of the accountants retained by the Company in making such decisions.

     4.5  Federal Income Tax Elections. Unless the Members agree otherwise, in
          ----------------------------
case of a transfer of all or part of the Interest of any Member or the
distribution to a Member by the Company of its property, the election pursuant
to Sections 734, 743, and 754 of the Code, as amended (or corresponding
provisions of future law) to adjust the basis of the assets of the Company shall
be timely made.

5.   DISTRIBUTION OF AVAILABLE CASH

     5.1  Upon decision of the Manager, the Net Cash from Operations of the
Company, if any, shall be distributed to the Members, pro rata in accordance
with their Percentage Interests.

                                       9


6.   ALLOCATIONS

     6.1  Allocations in Accordance with Percentage Interests. Profits and
          ---------------------------------------------------
Losses of any fiscal year shall be allocated among the Members in accordance
with their Percentage Interests.

     6.2  Other Allocation Rules.
          ----------------------

          (a) For purposes of determining the Profits, Losses, or any other
items allocable to any period, Profits, Losses, and any such other items shall
be determined on a daily, monthly, or other basis, as determined by the Members
using any permissible method under Code Section 706 and the Regulations
thereunder.

          (b) Except as otherwise provided in this Agreement, all items of
income, gain, loss, deduction, and any other allocations not otherwise provided
for shall be divided among the Members in the same proportions as they share
Profits and Losses, as the case may be, for the year.

          (c) The Members are aware of the income tax consequences of the
allocations made by this Section and hereby agree to be bound by the provisions
of this Section in reporting their share of Company income and loss for income
tax purposes.

          (d) Distributions of Company assets in respect of an Interest in the
Company shall be made only to the Members who, according to the books and
records of the Company, are the holders of record of the interests in respect of
which such distributions are made on the actual date of distribution. Neither
the Company nor any Member shall incur any liability for making distributions in
accordance with the provisions of the preceding sentence, whether or not the
Company or the Member has knowledge or notice of any transfer or purported
transfer of ownership of an Interest in the Company which has not been effected
in accord with the provisions of Section 7 hereof and whether or not the
distribution of property is deemed to effect a sale under Section 707 of the
Code.

7.   CHANGES IN MEMBERS

     7.1  Cessation of Membership.
          -----------------------

          (a) The Bankruptcy of a Member in the Company, or any other act that
would, pursuant to Section 4A-606 of the Act, cause dissolution of the Company
("Dissolution Event") shall dissolve the Company provided that the remaining
Member(s) may unanimously consent to the continuation of the business of the
Company ("Unanimous Consent") within ninety (90) days of the Dissolution Event
so long as the Company shall have two Members.

          (b) In the event of the Bankruptcy of any Member, then the trustee in
bankruptcy, receiver or other person obtaining title to such Member's Interest
may sell or transfer such Interest only if an offer to purchase the Interest
from a third person is obtained. In such case, the trustee, receiver or other
person holding legal title to the Interest shall deliver such offer to the
Company which shall then have a period of thirty (30) days within which to elect
to purchase the

                                      10


Interest of such Member at the price and on the terms set forth in such offer.
If the Company elects to make such purchase within such thirty (30) day period,
then the closing of the purchase shall take place pursuant to the terms of such
offer.

     7.2  Covenant Not to Withdraw, Transfer, or Dissolve. Except as otherwise
          -----------------------------------------------
permitted by this Agreement, the Members hereby covenant and agree not to (a)
withdraw or attempt to withdraw from the Company, (b) exercise any power under
the Act to dissolve the Company, or (c) transfer all or any portion of its
interest in the Company. Further, each Member hereby covenants and agrees to
continue to carry out the duties of the Members hereunder until the Company is
dissolved and liquidated.

     7.3  Permitted Transfers. A Member may Transfer all or any portion of its
          -------------------
interest in the Company (1) at any time to any Person who is such Member's
Affiliate on both the day such member became a Member and the day of such
Transfer, (2) at any time involuntarily by operation of law to a joint tenant
who is identified as a co-owner Member, (3) the transferor's executor,
administrator, trustee, or personal representative to whom such interests are
transferred at death or involuntarily by operation of law and to the
beneficiaries and heirs of the transferor's estate (4) to any person who is
approved by unanimous consent of the Members, which consent may be withheld,
delayed or conditioned by the Members in their sole and absolute discretion;
provided that no such Transfer shall be permitted unless and until (a) all of
the conditions set forth in Section 7.4 hereof are satisfied, and (b) the
transferor and transferee provide the Company with an opinion of counsel, which
opinion of counsel shall be acceptable to the other Members, to the effect that
such Transfer will not cause the Company to become taxable as a corporation for
federal income tax purposes.

     7.4  Conditions to Permitted Transfers. A Transfer shall not be treated as
          ---------------------------------
a Permitted Transfer under Section 7.3 hereof unless and until the following
conditions are satisfied:

          (a) Except in the case of a Transfer of Interests at death or
involuntarily by operation of law, the transferor and transferee shall execute
and deliver to the Company such documents and instruments of conveyance as may
be necessary or appropriate in the opinion of counsel to the Company to effect
such Transfer and to confirm the agreement of the transferee to be bound by the
provisions of this Section 7. In any case not described in the preceding
sentence, the Transfer shall be confirmed by presentation to the Company of
legal evidence of such Transfer, in form and substance satisfactory to counsel
to the Company. In all cases, the Company shall be reimbursed by the transferor
and/or transferee for all costs and expenses that it reasonably incurs in
connection with such Transfer.

          (b) No Member shall assign, convey, sell, encumber, or in any way
alienate all or any part of its Interest in the Company: (i) without
registration under applicable federal and state securities laws, or unless it
delivers an opinion of counsel satisfactory to the Company that registration
under such laws is not required; and (ii) if the Interest to be sold or
exchanged, when added to the total of all other Interests sold or exchanged,
when added to the total of all other Interests sold or exchanged in the
preceding twelve (12) consecutive months prior thereto, would

                                      11


result in the opinion of counsel to the Company in the termination of the
Company under Section 708 of the code.

          (c) The transferor and transferee shall furnish the Partnership with
the transferee's taxpayer identification number, sufficient information to
determine the transferee's initial tax basis in the Interests transferred, and
any other information reasonably necessary to permit the Partnership to file all
required federal and state tax returns and other legally required information
statements or returns. Without limiting the foregoing, the Partnership shall not
be required to make any distribution otherwise provided for in this Agreement
with respect to any transferred Interests until it has received such
information.

     7.5  Prohibited Transfers. Any purported Transfer of any Member's interest
          --------------------
held by a Member that is not permitted by Section 7.3 above shall be null and
void and of no effect whatever; provided that, if the Company is required to
recognize a Transfer that is not so permitted (or if the Company, in its sole
discretion, elects to recognize a Transfer that is not so permitted), the
interest transferred shall be strictly limited to the transferor's rights to
allocations and distributions as provided by this Agreement with respect to the
transferred interest, which allocations and distributions may be applied
(without limiting any other legal or equitable rights of the company) to satisfy
any debts, obligations, or liabilities for damages that the transferor or
transferee of such interest may have to the Company.

     In the case of a Transfer or attempted Transfer of a Member interest that
is not permitted by Section 7.3 above, the parties engaging or attempting to
engage in such Transfer shall be liable to indemnify and hold harmless the
Company and the other Members from all cost, liability, and damage that any of
such indemnified Persons may incur (including, without limitation, incremental
tax liability and lawyers fees and expenses) as a result of such Transfer or
attempted Transfer and efforts to enforce the indemnity granted hereby.

8.   TERMINATION AND LIQUIDATION

     8.1  Termination of the Company. The Company shall be dissolved, its assets
          --------------------------
shall be disposed of, and its affairs wound up on the first to occur of the
following:

          (a) A unanimous vote of the Members that the Company should be
dissolved;

          (b) The occurrence of the Dissolution Event, and the remaining
Members' failure within ninety (90) days thereafter to consent to continue to
carry on the business of the Company;

          (c) The expiration of the Company term as stated in its Articles; or

          (d) Failure of the Members to approve or be deemed to approve the
Company's budget as provided herein for three (3) consecutive fiscal years.

                                      12


     8.2  Liquidation. In settling accounts of the Company after dissolution,
          -----------
the liabilities of the Company shall be entitled to payment in the following
order and otherwise as required by the Act:

          (a) First, to the payment and discharge of all the Company's debts and
liabilities to, creditors other than Members or their Affiliates;

          (b) Second, to the payment and discharge of all of the Company's debts
and liabilities to Members and their Affiliates;

          (c) Third, to Members in respect of their Capital Accounts; and

          (d) The balance, if any, to the Members in accordance with their
Percentage Interests.

9.   INDEMNIFICATION

     9.1  Indemnification of Organizers and Members.
          -----------------------------------------

          (a) The Company, its receiver, or its trustee shall indemnify, save
harmless, and pay all judgments and claims against the Organizer or the members
relating to any liability or damage incurred by reason of any act performed or
omitted to be performed by the Organizer or the Members in connection with the
business of the Company, including attorneys' fees incurred by the Organizer or
the Members in connection with the defense of any action based on any such act
or omission, which attorneys' fees may be paid as incurred, including all such
liabilities under federal and state securities laws (including the Securities
Act of 1933, as amended) as permitted by law.

          (b) Notwithstanding the provisions of Section 9.1, above, no Organizer
or Member shall be indemnified from any liability for fraud, bad faith, willful
misconduct, or gross negligence.

10.  ESTABLISHMENT OF RULES AND REGULATIONS, MEMBERSHIP AND GOVERNANCE

     The Members shall approve such other rules and regulations governing
membership and others regarding governance of the Company as shall be necessary
in order to consummate the purposes for which the Company was formed. Members
shall be given certain perquisites regarding operations as shall be determined.

11.  MISCELLANEOUS

     11.1 Complete Agreement. This Agreement and the Articles constitute the
          ------------------
complete and exclusive statement of agreement among the Members with respect to
the subject matter hereof. This Agreement and the Articles replaced and
supersede all prior agreements by and among the Members or any of them. This
Agreement and the Articles supersede all prior written

                                      13


and oral statements and no representation, statement, or condition, or warranty
not contained in this Agreement or the Articles will be binding on the Members
or have any force or effect whatsoever.

     11.2 Governing Law. This Agreement and the rights of the parties hereunder
          -------------
will be governed by, interpreted, and enforced in accordance with the laws of
the State of California.

     11.3 Terms. Common nouns and pronouns will be deemed to refer to the
          -----
masculine, feminine, neuter, singular, and plural, as the identity of the person
or persons, firm, or corporation may in the context require. Any reference to
the Code or other statutes or laws will include all amendments, modifications,
or replacements of the specific sections and provisions concerned.

     11.4 Headings. All headings herein are inserted only for convenience and
          --------
ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.

     11.5 Severability. If any provision of this Agreement is held to be
          ------------
illegal, invalid, or unenforceable under the present or future laws effective
during the term of this Agreement, such provision will be fully severable; this
Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this agreement will remain in full force and effect and
will not be affected by the illegal, invalid, or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there will be added automatically as a part
of this Agreement as provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.

     11.6 Multiple Counterparts. This Agreement may be executed in several
          ---------------------
counterparts, each of which will be deemed original but all of which will
constitute one and the same instrument. However, in making proof hereof it will
be necessary to produce only one copy hereof signed by the party to be charged.

     11.7 Additional Documents and Acts. Each Member agrees to execute and
          -----------------------------
deliver such additional documents and instruments and to perform such additional
acts as may be necessary or appropriate to effectuate, carry out, and perform
all of the terms, provisions, and conditions of this Agreement and the
transactions contemplated hereby.

     11.8 No Third Party Beneficiary. This Agreement is made solely and
          --------------------------
specifically among and for the benefit of the parties hereto, and their
respective successors and assigns subject to the express provisions hereof
relating to successors and assigns, and no other person will have any rights,
interest, or claims hereunder or be entitled to any benefits under or on account
of this Agreement as a third party beneficiary or otherwise.

                                      14


     11.9   References to this Agreement. Numbered or lettered articles,
            ----------------------------
sections, and subsections herein contained refer to articles, sections, and
subsections of this Agreement unless otherwise expressly stated.

     11.10  Notices. Any notice to be given or to be served upon the Company or
            -------
any party hereto in connection with this Agreement must be in writing and will
be deemed to have been given and received when delivered to the address
specified by the party to receive the notice. Such notices will be given to a
Member at the address specified in Exhibit "A" hereto. Any Member or the Company
may, at any time by giving five (5) days prior written notice to the other
Members and the Company, designate any other address in substitution of the
foregoing address to which such notice will be given.

     11.11  Amendments. All amendments to this Agreement will be in writing and
            ----------
signed by all the Members.

     11.12  Title to Company Property. Legal title to all property of the
            -------------------------
Company may be held and conveyed in the name of the Company, or, with the
unanimous consent of the Members, in the name of any Member or third party who
agrees to hold such property as agent, nominee or otherwise of the benefit of
the Company.

     11.13  Reliance on Authority of Person Signing Agreement. In the event that
            -------------------------------------------------
a Member is not a natural person, neither the Company nor any Member will (a) be
required to determine the authority of the individual signing this Agreement to
make any commitment or undertaking on behalf of such Entity or to determine any
fact or circumstances bearing upon the existence of the authority of such
individual or (b) be required to see to the application or distribution of
proceeds paid or credited to individuals signing this Agreement on behalf of
such Entity.

                                      15


     IN WITNESS WHEREOF, the parties have entered into this Operating Agreement
as of the day first above set forth above.


Witness Signatures:                   Member's Signatures:

                                      LandBank Environmental Properties, LLC, a
                                      California limited liability company


____________________________   By:    ______________________________________
                               Name:  W.P. Lynott
                               Title: Managing Principal



                                      LandBank Remediation Corporation, a
                                      Delaware corporation



                               By:    ______________________________________
                               Name:  Stuart L. Miner
                               Title: Director

                                      16


                                  EXHIBIT "A"

- -----------------------------------------------------------------------------
            MEMBERS' NAMES, ADDRESSES AND PERCENTAGES OF OWNERSHIP
- -----------------------------------------------------------------------------
PARTNER NAME                     ADDRESS              PERCENTAGE
- ------------                     -------              ----------
                                                      OWNERSHIP
                                                      ---------

LandBank Environmental    12345 W. Alameda Parkway,     99%
Properties, LLC           Lakewood, CO 80228

LandBank Remediation      12345 W. Alameda Parkway,      1%
Corporation               #208 Lakewood, CO 80228

                                      17


                                  EXHIBIT "B"
                         LEGAL DESCRIPTION OF PROPERTY


REAL PROPERTY in the city of Fremont, County of Alameda, State of California,
described as follows:

PARCEL ONE:

Parcels A and D of Parcel Map No. 1547, filed November 7, 1974, in Book 84 of
Parcel Maps, at Page 69, Alameda County Records.

PARCEL TWO:

Parcel N of Parcel Map 1594 filed May 30, 1975 in Map Book 87, Pages 57-62,
Alameda county Records.

A.P. Nos. 519-1010-011-025 a portion of Parcel A
          519-l010-041-00l the remainder of Parcel A
          519-1010-041-002 Parcel D
          519-1010-011-035 Parcel N

                                      18

EX-3.13

                                                                    EXHIBIT 3.13

                           ARTICLES OF INCORPORATION

                                      OF

                           SCHWARTZ & CONNOLLY, INC.

     The undersigned, acting as incorporators of a corporation under the laws of
the District of Columbia (particularly Chapter 9, Title 29 of the District of
Columbia Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "District of Columbia Business
Corporation Act"), hereby certify that:

     First:  The name of the corporation (hereinafter called the "Corporation")
     -----
is

                           SCHWARTZ & CONNOLLY, INC.

     Second:  The corporation is to have perpetual existence.
     ------

     Third:  The purposes for which the corporation is organized are:  To carry
     -----
on a general advisory and consultant business, nationally and internationally,
including, but not limited to, the following fields:  health, education,
environment, energy, politics, economics and related fields; to serve as
advisors and consultants with respect to legislative and regulatory matters; to
engage in research, policy analysis, education and training; to engage in
marketing and product development; to engage in consultant and advisory work in
connection with the organization, financing, management, operation and
reorganization of organizations and enterprises, whether for profit or not-for-
profit; to act as public relations and research counselors; to engage in
fundraising; to carry on, in its own behalf and in behalf of others, whether as
agents, consultants, advisors, independent contractors, or otherwise, a general
management and investment advisory business relating to investments and the
operation of businesses, plants, properties, and organizations of any and every
kind; to produce books, manuals, pamphlets, video-cassettes, movies, records,
tapes and other publications, as well as engage in various media activities,
including radio and television; to publish, print, circulate, distribute, buy,
sell, invest in and generally act as a publisher, and to copyright articles,
discussions, artwork, information, and other matters; to buy, sell, import and
export and generally deal in foreign wines, spirits, antiques and other wares;
to acquire the necessary real estate and plants for the proper conduct of such
businesses; and to do everything necessary, suitable or proper for the
accomplishment of any of these purposes or of any objective incidental to or
connected with any of these purposes.

     Fourth:  The aggregate number of shares which the corporation shall have
     ------
the authority to issue is 50,000 shares of common stock with a par value of
$1.00 per share.

     Fifth:  The minimum amount of capital with which the corporation shall
     -----
commence business shall not be less than One Thousand Dollars ($1,000).


     Sixth:  The address, including street number of the registered office of
     -----
the Corporation in the District of Columbia is 1815 H Street, N. W., Suite 650,
Washington, D.C. 20006; and the name of its initial registered agent at such
address is L.L. Hank Hankla.

     Seventh:  Each share of stock of the Corporation shall entitle the holder
     -------
thereof to a preemptive right, for a period of thirty days after receipt of
written notice, to subscribe for, purchase, or otherwise acquire any shares of
stock of the same class of the corporation or any rights or options which the
Corporation proposes to grant for the purchase of shares of stock of the same
class of the Corporation or for the purchase of any shares of stock, bonds,
securities, or obligations of the Corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of stock of the same class of the Corporation, whether
now or hereafter authorized or created, whether having unissued or treasury
status, and whether the proposed issue, reissue, transfer, or grant is for cash,
property, or any other lawful consideration; and after the expiration of said
thirty days, any and all of such shares of stock, rights, options, bonds,
securities or obligations or the Corporation may be issued, reissued,
transferred, or granted by the Board of Directors, as the case may be, to such
persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine.

     Eighth:  No shares of stock in the Corporation shall be transferred to a
     ------
person who is not already a stockholder unless the shares have been first
offered in writing for sale to the other shareholders of the Corporation at the
same price and on the same terms as would govern upon a transfer to the person
not a shareholder, provided, however, that this restriction shall not apply to a
transfer of shares from the transferor to another shareholder or to a transfer
of shares from the transferor to the spouse or issue of the transferor. The
writing shall set forth the price and terms and shall be sent by registered mail
to each shareholder at the address listed on the Corporation's books. The shares
shall be purchased on a pro rata basis among those shareholders desiring to
purchase unless said shareholders unanimously agree to another method of
distribution. Payment for such shares shall be made to the transferor within
sixty days after the offer has been accepted in writing. The right to transfer
the stock to a person not a shareholder shall not exist until all existing
shareholders refuse the offer made as provided above or until they fail for a
period of 30 days after receipt of the written offer to accept the same by
compliance with the terms therein set forth.

     Ninth:  The number of directors constituting the entire board of directors
     -----
of the Corporation shall not be less than three nor more than eleven, and the
names and addresses of the persons who are to serve as directors until the first
annual meeting of shareholders or until their successors are elected and shall
qualify are:


     Name                             Address

     Stephen J. Connolly              7818 Stratford Road
                                      Bethesda, Maryland 20014

     Jeffrey H. Schwartz              6866 Melrose Drive
                                      McLean, Virginia 22101


     Stephen G. Miller                1010 Steeples Court
                                      Falls Church, Virginia 22046

     Tenth:  The name and address of each incorporator is:
     -----
     Name                             Address

     Peter A. Noterman                2222 Q Street, N. W.
                                      Washington, D.C. 20008

     Douglas Carmichael               1519 Connecticut Avenue, N. W.
                                      Washington, D.C. 20036

     Barbara John                     2300 Good Hope Road, S. E.
                                      Washington, D.C. 20020

     Executed at Washington, D. C. on January 17, 1979.

                                   /s/ Peter A. Noterman
                                  -----------------------------------------
                                  Peter A. Noterman, Incorporator

                                   /s/ Douglas Carmichael
                                  -----------------------------------------
                                  Douglas Carmichael, Incorporator

                                   /s/ Barbara L. John
                                  -----------------------------------------
                                  Barbara John, Incorporator


                             ARTICLES OF AMENDMENT
                                    TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                           JELLINEK ASSOCIATES, INC.

TO:  THE RECORDER OF DEEDS, D.C.
     WASHINGTON, D.C.

     Pursuant to the provisions of Title 29, Chapter 3 of the Code of Laws of
the District of Columbia, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:

     FIRST:  The name of the corporation is Jellinek Associates, Inc.

     SECOND:  The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on July 31, 1983 in the manner
prescribed by the Code of Laws of the District of Columbia:

     Paragraph 1 shall be deleted in its entirety and the following shall be
substituted therefor:

     "1.  The name of the corporation is Jellinek, Schwartz & Connolly, Inc."

     Paragraph 7 shall be amended by adding the following language to the end
thereof:

     "Each share of stock of the Corporation shall entitle the holder thereof to
a preemptive right, for a period of thirty days after receipt of written notice,
to subscribe for, purchase or otherwise acquire any shares of stock of the same
class of the Corporation or any rights or options which the Corporation proposes
to grant for the purchase of shares of stock of the same class of the
Corporation or for the purchase of any shares of stock, bonds, securities, or
obligations of the Corporation which are convertible into or exchangeable for,
or which carry any


rights, to subscribe for, purchase or otherwise acquire shares of stock of the
same class of the Corporation, whether now or hereafter authorized or created,
whether having unissued or treasury status, and whether the proposed issue,
reissue, transfer or grant is for cash property or any other lawful
consideration; and after the expiration of said thirty days, any and all of such
shares of stock, rights, options, bonds, securities, or obligations of the
Corporation may be issued, reissued, transferred, or granted by the Board of
Directors, as the case may be, to such persons, firms, corporations or
associations, and for such lawful consideration and on such terms as the Board
of Directors in its discretion may determine.

     Paragraph 11 shall be deleted in its entirety and the following shall be
substituted therefor:

     "11. There must be a one hundred percent (100%) shareholder vote in order
to:

     (a)   increase or decrease the aggregate number of authorized shares,
     (b)   increase or decrease the par value of the shares,
     (c)   effect an exchange, reclassification, or cancellation of all or any
part of the shares,
     (d)   change the designations, preferences, limitations, voting or relative
rights of the shares,
     (e)   create a new class of shares having rights and preferences prior and
superior to the shares of any existing class,
     (f)   limit or deny the existing preemptive rights of the shares,
     (g)   consolidate or merge with or into any other corporation except a
wholly owned subsidiary having no funded debt, or sell or lease all, or
substantially all, of its property or assets,
     (h)   amend further the Articles of Incorporation of the Corporation or


     (i)       dissolve the Corporation.

     THIRD:  The number of shares of the corporation outstanding at the time of
such adoption was one thousand (1,000) and the number of shares entitled to vote
thereon was one thousand (1,000).

     FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:

     Class                   Number of Shares
     -----                   ----------------

     Common                   1,000

     FIFTH:  The number of shares voted for such amendment was one thousand
(1,000) and the number of shares voted against such amendment was none.

     SIXTH:  The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was

                       Number of Shares Voted
     Class             For              Against
     -----             ------------------------

     Common            1,000               0

     SEVENTH:  The manner, if not set forth in such amendment, in which any
exchange, reclassification or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:  No change.

     EIGHTH:  The manner in which such amendment effects a change in the amount
of stated capital, or paid in surplus, or both, and the amount of stated capital
and the amount of paid in surplus as changed by such amendment, are as follows:
No change.

ATTEST:                              JELLINEK ASSOCIATES, INC.

/s/  Robert R. Jellinek              By:   /s/  Robert R. Jellinek
- ------------------------------          ---------------------------------
Secretary                               President

(corporate seal)

EX-3.14

                                                                   EXHIBIT 3.14



                                                                   July 16, 1991



                                    BYLAWS

                                      OF

                 JELLINEK, SCHWARTZ, CONNOLLY & FRESHMAN, INC.


                                   Article I
                                   ---------

                             Shareholder Meetings
                              --------------------

     Section 1.  Annual Meeting.  The annual meeting of the shareholders for the
     ---------   --------------
election of directors and the transaction of such other business as may properly
come before it will be held at the principal office of the Corporation in the
District of Columbia, or at such place within or without the District of
Columbia as shall be set forth in the notice of meeting.  The meeting shall be
held in the month of October each and every year at the date and hour specified
by the Board of Directors.  The Secretary shall give personally or by mail, not
less than ten nor more than fifty days before the date of the meeting, to each
shareholder entitled to vote at such meeting, written notice stating the place,
date, and hour of the meeting.  If mailed, the notice shall be addressed to the
shareholder at his or her address as it appears on the records of shareholders
of the Corporation unless he or she has filed with the Secretary of the
Corporation a written request that notices intended for him or her be mailed to
a different address, in which case it shall be mailed to the address designated
in the request.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail.  Any notice of meetings may be waived by a
shareholder by submitting a signed waiver either before or after the meeting, or
by attendance at the meeting.

     Section 2.  Special Meetings.  Special meetings of the shareholders, other
     ---------   ----------------
than those regulated by statute, may be called at any time by a majority of
directors, the Chairman of the Board, or the President, and must be called by
the President upon written request of the holders of not less than 20 percent of
the outstanding common shares entitled to vote at such special meeting.  Written
notice of such meetings stating the place within or without the District of
Columbia, the date and hour of the meeting, the purpose or purposes for which it
is called, and the name of the person by whom or by whose direction the meeting
is called shall be given not less than ten nor more than fifty days before the
date set for the meeting.  The notice shall be given to each shareholder of
record in the same manner as the annual meeting.  No business other than that
specified in the Notice of Meeting shall be transacted in any such special
meeting.  Notice of special meetings may be waived by submitting a signed waiver
or by attendance at the meeting.

     Section 3.  Quorum.  The presence, in person or by proxy, of the holders of
     ---------   ------
a majority of each class of outstanding shares entitled to vote thereat shall be
necessary to constitute a


quorum for the transaction of business at all meetings of shareholders. If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, a majority of the shareholders which are entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn that
meeting to a future date at which a quorum shall be present or represented. At
such adjourned meeting with a quorum present, any business may be transacted
which might have been transacted at the meeting as originally called.

     Section 4.  Closing of Transfer Books and Fixing of Record Date.  For the
     ---------   ---------------------------------------------------
purpose of determining stockholders entitled to notice of or to vote at any
meeting of the stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period, but not to exceed, in any
case, ten days.  If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed at a date not less than ten nor more
than fifty days prior to the date of any meeting of the shareholders, payment of
dividends, or any other purpose.  In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case not more than fifty days,
and in case of a meeting of shareholders not less than ten days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken.  If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of meeting is made or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.

     Section 5.  Voting.  A shareholder entitled to vote at a meeting may vote
     ---------   ------
at such meeting in person or by written proxy.  Except as otherwise provided by
law or the Articles of Incorporation, each shareholder of record of each class
of shares entitled to vote at a meeting shall be entitled to one vote for each
share standing in his or her name on the books of the Corporation on the record
date fixed as herein provided.  Except as herein or in the Articles of
Incorporation otherwise provided, all corporate action shall be determined by
vote of a majority of the votes cast at a meeting of shareholders by the holders
of shares entitled to vote thereon.

     Section 6.  Proxies.  Every proxy must be dated and signed by the
     ---------   -------
shareholder or by his attorney-in-fact.  No proxy shall be valid after the
expiration of 11 months after the date of its execution, unless otherwise
provided therein.  Every proxy shall be revocable at the pleasure of the
shareholder executing it, except when an irrevocable proxy is permitted by
statute.  All proxies shall be filed with the Secretary of the Corporation
before or at the time of the meeting.

     Section 7.  Consents.  Whenever by a provision of statute, the Articles of
     ---------   --------
Incorporation, or by these Bylaws the vote of shareholders is required or
permitted to be taken at a meeting thereof in connection with any corporate
action, the meeting and the vote of the

                                       2


shareholders may be dispensed with, if all the shareholders who would have been
entitled to vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken.

                                  Article II
                                  ----------

                  Directors and Meetings of Board of Directors
                  --------------------------------------------

     Section 1.  Number and Qualifications.  The entire Board of Directors shall
     ---------   -------------------------
consist of not less than three members nor more than nine members.  The
Directors need not be shareholders of the Corporation.  The number of Directors
may be increased or decreased, if permitted by law, from time to time by
amendment to the Bylaws.  The number of Directors comprising the Board of
Directors as of the date of adoption of these revised Bylaws shall be four (4)
unless and until such number is changed (within the aforesaid range of three to
nine) by the majority vote of the entire Board of Directors.

     Section 2.  Manner of Election.  The Directors shall be elected at the
     ---------   ------------------
annual meeting of the shareholders by a plurality vote except as otherwise
prescribed by statute.

     Section 3.  Term of Office.  The term of office of each Director shall be
     ---------   --------------
until the next annual meeting of the shareholders and until his or her successor
has been duly elected and has been qualified or until his or her death,
resignation or removal.

     Section 4.  Duties and Powers.  The Board of Directors shall have full
     ---------   -----------------
control and management of the affairs, business and property of the Corporation.
The Directors shall in all cases act as a Board, regularly convened, and, in the
transaction of business the majority vote of the Board of Directors at such
meeting except as otherwise provided by law or the Articles of Incorporation
shall be the act of the Board, provided a quorum is present.  The Directors may
adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation as they may deem proper and that are not
inconsistent with law or these Bylaws.

     Section 5.  Meetings.  The Board of Directors shall meet for the election
     ---------   --------
or appointment of officers and for the transaction of any other business as soon
as practicable after the adjournment of the annual meeting of the shareholders,
and other regular meetings of the Board shall be held at such other times as the
Board may from time to time determine.  The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.  Special meetings of the Board of
Directors may be called by the Chairman or the President on seven (7) days
notice to each Director; and the President must, upon written request of any
Director, call a special meeting to be held not more than seven days after the
receipt of such request.

     Section 6.  Notice of Meetings.  No notice need be given of any regular
     ---------   ------------------
meeting of the Board.  Notice of special meetings shall be served upon each
Director in person, by telegram or by mail addressed to them at his or her last
known post office address, at least seven days prior to the date of such
meeting, specifying a time and place of the meeting and business to be
transacted thereat.  If notice is mailed or sent by telegram, such notice shall
be deemed to be

                                       3


delivered when deposited in the United States mail with postage thereon prepaid
or when the telegram is properly delivered to the telegraph company. At any
meeting at which all of the Directors shall be present, although held without
notice, any business may be transacted which might have been transacted if the
meeting had been duly called.

     Section 7.   Place of Meeting.  The Board of Directors may hold its meeting
     ---------    ----------------
either within or without the District of Columbia, at such place as may be
designated in the notice of any such meeting.

     Section 8.   Quorum.  At any meeting of the Board of Directors the presence
     ---------    ------
of a majority of the members of the Board shall be necessary to constitute a
quorum for the transaction of business.  Nevertheless, should a quorum not be
present, a lesser number may adjourn the meeting until some future time, not
more than 10 days later, when a quorum is present.

     Section 9.   Voting.  At all meetings of the Board of Directors, each
     ---------    ------
Director shall have one vote irrespective of the number of shares that he or she
may hold.

     Section 10.  Compensation.  Each Director shall be entitled to receive for
     ----------   ------------
attendance at each meeting of the Board or of any duly constituted committee
thereof which he or she attends such fee as is fixed by the Board, if any.

     Section 11.  Vacancies.  Any vacancy occurring in the Board of Directors by
     ----------   ---------
death, resignation, or otherwise may be filled by the affirmative vote of a
majority of the remaining Directors at a special meeting which shall be called
for that purpose within thirty days after the occurrence of the vacancy.  The
Director thus chosen shall hold office for the unexpired term of his or her
predecessor and until the election and qualification of his or her successor.

     Section 12.  Removal of Directors.  Any Director may be removed either with
     ----------   --------------------
or without cause, at any time, by vote of two thirds of the issued and
outstanding Class B Shares cast at a meeting of shareholders at any special
meeting called for this purpose, or at the annual meeting.

     Section 13.  Resignation.  Any director may resign his or her office at any
     ----------   -----------
time.  Such resignation is to be made in writing and to take effect at the time
specified in such notice.

     Section 14.  Advisors to the Board.  The Board of Directors may appoint
     ----------   ---------------------
advisors to the Board of Directors by the majority vote of the entire Board of
Directors.  Such advisors to the Board may attend Board meetings in an advisory
capacity at the request of the Board of Directors but in no event shall have the
right to vote at any meeting of the Board.  Such advisors to the Board may be
removed with or without cause at any time by the Board of Directors.

     Section 15.  Consents.  Whenever by a provision of statute, the Articles of
     ----------   --------
Incorporation, or by these Bylaws the vote of the directors is required or
permitted to be taken at a meeting thereof in connection with any corporate
action, the meeting and the vote of the directors may be dispensed with, if all
the directors who would have been entitled to vote upon

                                       4


the action if such meeting were held shall consent in writing to such corporate
action being taken.


                                  Article III
                                  -----------

                                  Committees
                                  ----------

     Section 1.  Executive Committee.  The Board of Directors may appoint an
     ---------   -------------------
Executive Committee of the Directors which may be authorized to take any action
which the Board of Directors might take.  The Executive Committee shall meet
whenever possible on a monthly basis to carry out those responsibilities
delegated by the Board of Directors and shall serve as a long-term standing
committee on:

            (a)  financial performance of the Corporation and its practice
                 areas;

            (b)  long-term strategic vision;

            (c)  execution of the Corporation's strategic plan;

            (d)  integration of practice areas;

            (e)  compensation of senior executives and senior managers; and

            (f)  guidelines for compensation for middle managers and staff.

     Section 2.  Management Committee.  The Management Committee shall be
     ---------   --------------------
comprised of the members of the Executive Committee and those persons appointed
by the Board of Directors on an annual (rotating) basis from among the officers
and other key employees of the Corporation (from the Practice Areas, Finance,
Administration, and Human Resources) as the Board sees fit.  The Management
Committee shall meet periodically, with a prepared agenda, to review, discuss,
and make recommendations to the Executive Committee and the President with
respect to the administration of the Corporation; practice area monthly
financial performance; personnel utilization rates and overhead expenses; and
major issues related to firmwide and practice area operations, including
personnel recruitment, training, development, supervision and retention.  The
Management Committee also will advise the Executive Committee and the President
regarding the foregoing matters as well as any other significant operational
and/or policy issues.

     Section 3.  Strategic Planning Committee.  The Strategic Planning Committee
     ---------   ----------------------------
shall be comprised of the members of the Executive Committee and those persons
appointed by the Board of Directors on an annual (rotating) basis from among the
officers and other key employees of the Corporation (from the Practice Areas,
Finance, Administration, and Human Resources) as the Board sees fit.  The
Strategic Planning Committee shall meet periodically to identify, assess, and
develop recommendations for the Executive Committee and the President with
respect to strategic planning and new strategic initiatives.

                                       5


     Section 4.  Advisory Committee.  The Board of Directors may appoint from
     ---------   ------------------
their number, or from among such persons as the Board sees fit, one or more
advisory committees, and at any time may appoint additional members thereto.
The members of any such committee shall serve during the pleasure of the Board
of Directors.  Such advisory committees shall advise with and aid the officers
of the Corporation in all matters designated by the Board of Directors.  Each
such committee may, subject to the approval of the Board of Directors, prescribe
rules and regulations for the call and conduct of meetings of the committee and
other matters relating to its procedure.

     Section 5.  Other Committees.  There shall be such other committees as the
     ---------   ----------------
Board of Directors shall determine.

                                   Article IV
                                   ----------

                                    Officers
                                    --------

     Section 1.  Officers and Their Qualifications.  The officers of the
     ---------   ---------------------------------
Corporation shall consist of a Chairman of the Board, two Vice Chairmen of the
Board, a President, three Executive Vice Presidents, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors at its
meeting held as soon as practicable after the annual meeting of the
shareholders.  The President shall be a Director.  Vice Presidents and such
other officers and assistant officers and agents as deemed necessary may be
elected or appointed by the Board of Directors or appointed by an officer of the
Corporation pursuant to authority granted by the Board of Directors.  Any two or
more offices may be held by the same person, except the offices of President and
Secretary, but in no case shall one person sign a single instrument of any kind
in more than one capacity.

     Section 2.  Term of Office.  All officers shall hold office until their
     ---------   --------------
successors have been duly elected and have qualified, or until they shall resign
or be removed as hereinafter provided.

     Section 3.  Removal of Officers.  Any officer may be removed with or
     ---------   -------------------
without cause at any time by vote of the majority of the entire Board of
Directors.  Any officer appointed otherwise than by the Board of Directors may
be removed with or without cause at any time by an officer having the authority
to appoint the officer to be removed whenever such officer in his or her
absolute discretion shall consider that the best interests of the Corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

     Section 4.  Duties of Officers.  The duties and powers of the officers of
     ---------   ------------------
the Corporation shall be as follows and as shall hereafter be set by resolutions
of the Board of Directors.

                                       6


                             Chairman of the Board
                             ---------------------

     The Chairman of the Board shall preside at all meetings of the Board of
Directors.  He or she also shall preside at all meetings of the shareholders.
The Chairman shall provide the leadership for the entire firm's vision and
culture to ensure that the firm's historical standards, values and good will are
perpetuated for the benefit of its shareholders, employees, clients and vendors.
He or she shall perform such other duties as may be prescribed from time to time
by the Board of Directors or the Bylaws.

                           Vice Chairman of the Board
                           --------------------------

     During the absence or incapacity of the Chairman of the Board, the Vice
Chairman of the Board in order of seniority of employment with the firm shall
perform the duties of the Chairman, and when so acting, he or she shall have all
the powers and be subject to all the responsibilities of the office of the
Chairman of the Board and shall perform such other duties and functions as the
Board may prescribe.

                                   President
                                   ---------

     A.  Under the direction of the Board of Directors, and utilizing the
Management Committee and the Strategic Planning Committee, the President shall
be responsible for:

     .   implementing the decisions of the Board of Directors regarding (i)
major firm strategic goals, policies and directions, including goals with
respect to new strategic initiatives, (ii) revenues, costs and profitability,
(iii) financial management, (iv) and increasing shareholder value;

     .   managing firmwide strategic planning;

     .   managing the financial operations of the firm, including reporting to
the Board of Directors and the Executive Committee on the monthly, quarterly,
and annual financial performance of the Corporation and its practice areas;

     .   managing firmwide, day-to-day operations, including ultimate
responsibility for human resources and firmwide administrative functions;

     .   identifying, evaluating and bringing to the Board of Directors for its
disposition major issues within the Board's purview; and

     .   managing stockholder relations.

     B.  He or she shall present at each annual meeting of the shareholders and
Directors a report of the condition of the business of the Corporation.

     C.  He or she shall cause to be called regular and special meetings of the
shareholders and Directors in accordance with the requirements of the statute
and of these Bylaws.

                                       7


     D.  He or she shall have the authority to sign and execute all contracts in
the name of the Corporation and all checks, notes, drafts, or other orders for
the payment of money.

     E.  He or she shall sign all certificates representing shares.

     F.  He or she shall cause all books, reports, statements, and certificates
to be properly kept and filed as required by law.

     G.  He or she shall enforce these Bylaws and perform all the duties
incident to his or her office and which are required by law and, generally,
under the direction of the Board of Directors, supervise and control the
business and affairs of the Corporation.

                            Executive Vice President
                            ------------------------

     Under the direction of the Board of Directors and the President, the
Executive Vice Presidents are responsible for firmwide and practice area
management, marketing, strategic planning, direct client development and
services, and contributing to building shareholder value.  The Executive Vice
Presidents shall perform such specific duties and functions as the Board may
prescribe.  During the absence or incapacity of the President, the Executive
Vice President designated by the Board shall perform the duties of the
President, and when so acting, he or she shall have all the powers and be
subject to all the responsibilities of the office of the President.

                                Vice Presidents
                                ---------------

     The Vice Presidents shall have such powers and perform such duties as may
be assigned to them by the Board of Directors, the President, or Executive Vice
Presidents.

                                   Secretary
                                   ---------

     A.  The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the shareholders in appropriate books.

     B.  He or she shall attend to the giving of Notice of Special Meetings of
the Board of Directors and of all of the meetings of the shareholders of the
Corporation.

     C.  He or she shall be the custodian of the records and seal of the
Corporation and shall affix the seal to the certificates representing shares and
other corporate papers when required.

     D.  He or she shall keep at the principal office of the Corporation a book
of records containing the names, alphabetically arranged, of all persons who are
shareholders of the Corporation, showing their places of residence, the number
and class of shares held by them respectively, and the dates when they
respectively became the owners of record thereof.  He or she shall keep such
books of record and minutes of the proceedings of the shareholders open daily
during the usual business hours for inspection, within the limits prescribed by
law, by any person duly authorized to inspect such records.  At the request of
the person entitled to inspection

                                       8


thereof, he or she shall prepare and make available a current list of the
officers and Directors of the Corporation and their resident addresses.

     E.   He or she shall sign all certificates representing shares and affix
the corporate seal thereto.

     F.   He or she shall attend to all correspondence and present to the Board
of Directors at its meetings all official communications received by him or her.

     G.   He or she shall perform all the duties incident to the office of
Secretary of the Corporation.

                                   Treasurer
                                   ---------

     A.   The Treasurer shall have the care and custody of and be responsible
for all funds and securities of the Corporation and shall deposit such funds and
securities in the name of the Corporation in such banks or safe deposit
companies as the Board of Directors may designate.

     B.   He or she may make, sign and endorse in the name of the Corporation
all checks, drafts, notes, and other orders for payment of money, and pay out
and dispose of such under the direction of the President or the Board of
Directors.

     C.   He or she shall keep at the principal office of the Corporation
accurate books of account of all its business transactions and shall at all
reasonable hours exhibit books and accounts to any Director upon application at
the office of the Corporation during business hours.

     D.   He or she shall render the report of the condition of the finances of
the Corporation at each regular meeting of the Board of Directors and at such
other times as shall be required of him or her, and he or she shall make a full
financial report at the annual meetings of the shareholders.

     E.   He or she shall further perform all duties incident to the office of
Treasurer of the Corporation.

     F.   If required by the Board of Directors, he or she shall give such bond
as determined to be appropriate for the faithful performance of his or her
duties.

                                 Other Officers
                                 --------------

     Other officers shall perform such duties and may have such powers as may be
assigned to them by the Board of Directors or the officer appointing them, as
the case may be.

     Section 6.  Vacancies.  All vacancies in any office for which the person is
     ---------   ---------
to be elected or appointed by the Board of Directors pursuant to these Bylaws
shall be filled as promptly as practicable by the Board either at a regular
meeting or at a meeting specially called for that purpose.

                                       9


     Section 7.  Compensation of Officers.  The officers shall receive such
     ---------   ------------------------
salary or compensation as may be fixed by the Board of Directors.

                                   Article V
                                   ---------

                                      Seal
                                      ----

     Section 1.  Seal.  The Seal of the Corporation shall be as follows:
     ---------   ----

                                   Article VI
                                   ----------

                                     Shares
                                     ------

     Section 1.  Eligible Shareholders.  The shares of the Corporation may be
     ---------   ---------------------
issued to any individual, corporation, partnership or joint venture and may be
issued in fractional shares.  An individual to be a shareholder need not be
employed by the Corporation nor participate in the performance of the services
rendered by the Corporation.

     Section 2.  Certificates.  The shares of the Corporation shall be
     ---------   ------------
represented by certificates prepared by the Board of Directors and signed by the
President or the Vice President, and by the Secretary, and/or Assistant
Secretary, or by such other officers authorized by law and by the Board of
Directors to do so, and sealed with the seal of the Corporation or some
facsimile.  The certificates shall be numbered consecutively and in the order in
which they are issued; they shall be bound in a book and shall be issued in
consecutive order therefrom and in the margin thereof shall be entered the name
of the person to whom the shares represented by each such certificate are
issued, number and class and series of such shares, and the date of issue.  Each
certificate shall state the registered holder's name, the number and class of
shares represented thereby, the date of issue, and the par value of such shares
or that they are without par value.

     Section 3.  Subscriptions.  Subscriptions to the shares shall be paid at
     ---------   -------------
such times and in such installments as the Board of Directors may determine.  If
a default shall be made in the payment of any installment as required by such
resolution, the Board may declare that the shares and all previous payments are
forfeited for the use of the Corporation, in the manner prescribed by statute.

     Section 4.  Transfer of Shares.  The shares of the Corporation shall be
     ---------   ------------------
assignable and transferable only on the books and records of the Corporation by
the registered owner, or by his or her duly authorized attorney, upon surrender
of the certificate duly and properly endorsed with proper evidence of authority
to transfer.  The Corporation shall issue a new certificate for the shares
surrendered to the person or persons entitled thereto.

     Section 5.  Return Certificates.  All certificates for shares changed or
     ---------   -------------------
returned to the Corporation for transfer shall be marked by the Secretary
"Canceled," with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of their
issue.  The returned certificate may be inserted in the certificate book.

                                       10


     Section 6.  Restrictions on Transfer of Shares.  Each and every certificate
     ---------   ----------------------------------
of stock shall be legended to the effect the Purchaser represents that the
securities being purchased by them are being purchased for investment and with
no present intention of making any disposition or sale thereof.

     Section 7.  Lost Certificates.  No certificate for shares in the
     ---------   -----------------
Corporation shall be issued in place of any certificate alleged to have been
lost, stolen, or destroyed, except upon production to the Corporation or its
agents of satisfactory evidence of such loss, theft, or destruction, and, in the
discretion of the Board of Directors, upon delivery to the Corporation of a bond
of indemnity, in such amount and upon such terms as the Board of Directors in
its discretion may require.

                                  Article VII
                                  -----------

                                   Dividends
                                   ---------

     Section 1.  Declaration of Dividends.  The Board of Directors at any
     ---------   ------------------------
regular or special meeting may declare dividends payable out of the unreserved
and unrestricted earned surplus of the Corporation, whenever in the exercise of
its discretion it may deem such declaration advisable.  Such dividends may be
paid in cash, property, or shares of the Corporation.

                                  Article VIII
                                  ------------

                               Bills, Notes, Etc.
                               -----------------

     Section 1.  Execution.  All bills payable, notes, checks, drafts, warrants
     ---------   ---------
or other negotiable instruments of the Corporation shall be made in the name of
the Corporation and shall be signed by such officer or officers as the Board of
Directors shall from time to time by resolution direct.

     No officer or agent of the Corporation, either singly or jointly with
others, shall have the powers to make any bill payable, note, check, draft, or
warrant or other negotiable instrument, or endorse the same in the name of the
Corporation, or contract or cause to be contracted any debt or liability on
behalf of the Corporation except as herein expressly prescribed and provided.

                                   Article IX
                                   ----------

                                    Offices
                                    -------

     The principal office of the Corporation shall be located at Suite 500, 1015
15th Street, N.W., Washington, D.C. 20005.  The Board of Directors may change
the location of the principal office of the Corporation and may, from time to
time, designate other offices within or without the District of Columbia as the
business of the Corporation may require.

                                       11


                                   Article X
                                   ---------

                                Indemnification
                                ---------------

     Section 1.  Actions, Suits or Proceedings Other Than by or in the Right of
     ---------   --------------------------------------------------------------
the Corporation.  The Corporation shall indemnify any person who was or is a
- ---------------
party (other than as a plaintiff) 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 he or she is or was a
Director or Officer of the Corporation, or is or was serving at the request of
the Corporation as a Director, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs, charges, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her or on
his or her behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he or she acted in good faith and in a manner he or she
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 his or her 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 meet the standards of conduct set forth in
this Section 1.

     Section 2.  Actions or Suits by or in the Right of the Corporation.  The
     ---------   ------------------------------------------------------
Corporation shall indemnify any person who was or is in party (other than as a
plaintiff) 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 or she is or was a Director
or Officer of the Corporation, or is or was serving at the request of the
Corporation as a Director, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or her or on his or her behalf in connection with the defense or
settlement of such action or suit and any appeal therefrom, if he or she acted
in good faith and in a manner he or she 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 for gross negligence or misconduct in the
performance of his or her duty to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of such liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such costs, charges and expenses which the court shall deem
proper.

     Section 3.  Advance of Costs, Charges and Expenses.  Costs, charges and
     ---------   --------------------------------------
expenses (including attorneys' fees) incurred by a person referred to in
Sections (1) and (2) of this Article X in defending a civil or criminal action,
suit or proceeding (including investigations by any government agency and all
costs, charges and expenses incurred in preparing for any

                                       12


threatened action, suit or proceeding) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding; provided,
however, that the payment of such costs, charges and expenses incurred by a
Director or Officer in his or her capacity as a Director or Officer (and not in
any other capacity in which service was or is rendered by such person while a
Director or Officer) in advance of the final disposition of such action, suit or
proceeding shall be made only upon receipt of an undertaking by or on behalf of
the Director or Officer to repay all amounts so advanced in the event that it
shall ultimately be determined that such Director or Officer is not entitled to
be indemnified by the Corporation as authorized in this Article X. No security
shall be required for such undertaking and such undertaking shall be accepted
without reference to the recipient's financial ability to make repayment. The
Board of Directors may, subject to the approval of such Director or Officer,
authorize the Corporation's counsel to represent such person, in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

     Section 4.  Procedure for Indemnification.  Any indemnification under
     ---------   -----------------------------
Sections (1) or (2) or advance of costs, charges and expenses under Section (3)
of this Article X shall be made promptly, and in any event within 60 days, upon
the written request of the Director or Officer, directed to the Secretary of the
Corporation.  The right to indemnification or advances as granted by this
Article X shall be enforceable by the Director or Officer in any court of
competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within 60 days.  Such person's costs
and expenses incurred in connection with successfully establishing his or her
right to indemnification or advances, in whole or in part, in any such action
shall also be indemnified by the Corporation.  It shall be a defense to any such
action (other than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section (3) of this Article X where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in Sections (1) and (2)
of this Article X, but the burden of proving that such standard of conduct has
not been met shall be on the Corporation.

     Section 5.  Maximum Indemnification.  Notwithstanding anything to the
     ---------   -----------------------
contrary in this Article X, the Corporation shall not indemnify any person in an
amount exceeding the lesser of the following:  (a) 25% of the net worth of the
                     ------
Corporation as of the last day of the fiscal year of the Corporation preceding
the date of the initiation of an action, suit, proceeding, or investigation or
written threat thereof against the person seeking indemnification or (b)
$500,000.  The Board of Directors of the Corporation, in its sole and absolute
discretion, may increase the amount of the foregoing maximum indemnification
with respect to any person or persons.

     Section 6.  Nonexclusivity of Rights.  The right to indemnification and the
     ---------   ------------------------
payment of expenses incurred in defending a proceeding in advance of its final
disposition granted in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Articles of Incorporation or these Bylaws, agreement, vote of stockholders
or disinterested directors, or otherwise.  The Corporation shall have the
express right to grant additional indemnity without seeking further approval by
the stockholders.  All applicable indemnity provisions and any applicable law
shall be interpreted and applied so as to provide a claimant with the broadest
but nonduplicative indemnity to which he or she is entitled.

                                       13


     Section 7.  Insurance, Contracts, and Funding.  The Corporation may
     ---------   ---------------------------------
maintain insurance, at its expense, to protect itself and any director, officer,
trustee, employee, or agent of the Corporation or another corporation,
partnership, joint venture, trust, or other enterprise against any expense,
liability, or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability, or loss under the
District of Columbia Business Corporation Law.  The Corporation may enter into
contracts granting indemnity to any director or officer of the Corporation and
may create a trust fund, grant a security interest, or use other means
(including, without limitation, a letter of credit) to secure or ensure the
payment of such amounts as may be necessary to effect indemnification.

     Section 8.  Partial Indemnification.  If a claimant is entitled to
     ---------   -----------------------
indemnification by the Corporation for some or a portion of expenses,
liabilities, or losses actually and reasonably incurred by claimant in an
investigation, defense, appeal, or settlement but not, however, for the total
amount thereof, the Corporation shall nevertheless indemnify claimant for the
portion of such expenses, liabilities, or losses to which claimant is entitled.

     Section 9.  Severability.  In the event that any provision of this Article
     ---------   ------------
is determined by a court to require the Corporation to do or to fail to do an
act which is in violation of applicable law, such provision shall be limited or
modified in its application to the minimum extent necessary to avoid a violation
of law, and, as so limited or modified, such provision and the balance of this
Article shall remain in full force and effect.

                                   Article XI
                                   ----------

                                   Amendments
                                   ----------

     Section 1.  Manner of Amending.  These Bylaws may be altered, amended,
     ---------   ------------------
repealed, or added to by the affirmative vote of two thirds of the issued and
outstanding Class B Shares entitled to vote at an annual meeting or at a special
meeting called for that purpose, provided that a written notice shall have been
sent to each such Class B shareholder of record entitled to vote at such meeting
at his or her last known address at least ten days before the date of the annual
or special meeting which notice shall state the alterations, amendments,
additions, or changes which are proposed to be made in such Bylaws.  Only such
changes shall be made as have been specified in the notice and which changes do
not conflict with the law or the Corporation's Articles of Incorporation.  The
Bylaws may also be altered, amended, repealed, or new Bylaws adopted by the
majority of the entire Board of Directors at a regular or special meeting of the
Board.  Any Bylaws adopted by the Board, however, may be altered, amended or
repealed by the shareholders as set forth herein.

                                  Article XII
                                  -----------

                                Waiver of Notice
                                ----------------

     Section 1.  Authority to Waive Notice.  Whenever under the provisions of
     ---------   -------------------------
these Bylaws or any statute any shareholder or Director is entitled to notice of
any regular or special meeting or of any action taken by the Corporation, such
meeting may be held or such action may

                                       14


be taken without giving official notice, provided that every shareholder or
Director entitled to such notice in writing waives the requirements of these
Bylaws in respect thereto. All shareholders or Directors present at any meeting
shall be deemed to have waived any and all notice thereof.

                                       15

EX-3.15

                                                                    EXHIBIT 3.15

                           ARTICLES OF INCORPORATION

                                      OF

                            JSC INTERNATIONAL, INC.

     The undersigned, acting as incorporators of a corporation under the laws of
the District of Columbia (particularly Chapter 3, Title 29 of the District of
Columbia Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "District of Columbia Business
Corporation Act"), hereby certify that:

     FIRST:  The name of the corporation (hereinafter called the "Corporation")
     -----
is
                            JSC INTERNATIONAL, INC.

     SECOND: The Corporation is to have perpetual existence.
     ------

     THIRD:  The purposes for which the Corporation is organized are: to
     -----
conduct a European-based pesticides practice; to engage generally in the
environmental consulting business including, but not limited to, environmental,
energy, and health legislative and regulatory analysis and/or consultation,
strategic analysis, program evaluation, test or research management,
toxicological or risk assessment, liability assessment, litigation support,
permitting, product facilitation or stewardship, registration, tax and other
economic incentives and revenue measures, and legislative and regulatory
advocacy and representation; to carry on a general advisory and consultant
business, nationally and internationally, including, but not limited to, the
following fields: health, education, environment, energy, politics, economics
and related fields; to serve as advisors and consultants with respect to
legislative and regulatory matters; to engage in research, policy analysis,
education and training; to engage in marketing and product development; to
engage in consultant and advisory work in connection with the organization,
financing, management, operation and reorganization of organizations and
enterprises, whether for profit or


not-for-profit; to act as public relations and research counselors; to engage in
fundraising; to carry on, in its own behalf and in behalf of others, whether as
agents, consultants, advisors, independent contractors, or otherwise, a general
management and investment advisory business relating to investments and the
operation of business, plants, properties, and organizations of any and every
kind; to produce books, manuals, pamphlets, video-cassettes, movies, records,
tapes and other publications, as well as engage in various media activities,
including radio and television; to publish, print, circulate, distribute, buy,
sell, invest in and generally act as a publisher, and to copyright articles,
discussions, artwork, information, and other matters; to make investments of any
kind or nature; to engage in the acquisition, purchase, sale, or otherwise deal
in real estate, including but not limited to the necessary real estate and
plants for the proper conduct of such businesses; and to do everything
necessary, suitable or proper for the accomplishment of any of these purposes or
of any objective incidental to or connected with any of these purposes.


     FOURTH:   The aggregate number of shares which the Corporation shall have
     ------
the authority to issue is 10,000 shares of common stock with a par value of
$1.00 per share.

     FIFTH:    The minimum amount of capital with which the Corporation shall
     -----
commence business shall not be less than One Thousand Dollars ($1,000).

     SIXTH:    The address, including street number of the registered office of
     -----
the Corporation in the District of Columbia is 1015 Fifteenth Street, N.W.,
Suite 500, Washington, D.C. 20005; and the name of its initial registered agent
at such address is Cheryl Greene.

     SEVENTH:  Each share of stock of the Corporation shall entitle the holder
     -------
thereof to a pre-emptive right, for a period of thirty days after receipt of
written notice, to subscribe for, purchase, or otherwise acquire any shares of
stock of the same class of the Corporation or any


rights or options which the Corporation proposes to grant for the purchase of
shares of stock of the same class of the Corporation or for the purchase of any
shares of stock, bonds, securities, or obligations of the Corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of stock of the same class of the
Corporation, whether now or hereafter authorized or created, whether having
unissued or treasury status, and whether the proposed issue, reissue, transfer,
or grant is for cash, property, or any other lawful consideration; and after the
expiration of said thirty days, any and all of such shares of stock, rights,
options, bonds, securities or obligations of the Corporation may be issued,
reissued, transferred, or granted by the Board of Directors, as the case may be,
to such persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine.

     EIGHTH:   The number of directors constituting the entire board of
     ------
directors of the Corporation shall not be less than three nor more than five and
the names and addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are elected and
shall qualify are:



Name                                              Address
- ----                                              -------
                                               
Steven D. Jellinek                                7405 Bybrook Lane
                                                  Chevy Chase, Maryland  20815

Jeffrey H. Schwartz                               4200 Rosemary Street
                                                  Chevy Chase, Maryland  20815

Stephen J. Connolly                               8706 Fallen Oak Drive
                                                  Bethesda, Maryland  20817


NINTH:    The name and address of each incorporator is:
- -----

Name                                              Address
- ----                                              -------


                                               
Peter A. Noterman                                 7128 Willow Avenue
                                                  Takoma Park, Maryland  20912

Stephen J. Connolly                               8706 Fallen Oak Drive
                                                  Bethesda, Maryland  20817

Jeffrey H. Schwartz                               4200 Rosemary Street
                                                  Chevy Chase, Maryland  20815



Executed at Washington, D.C. on August 27, 1992.


                                      /s/   Peter A. Noterman
                                      ---------------------------------
                                      Peter A. Noterman, Incorporator


                                      /s/   Stephen J. Connolly
                                      ---------------------------------
                                      Stephen J. Connolly, Incorporator


                                      /s/   Jeffrey H. Schwartz
                                      ---------------------------------
                                      Jeffrey H. Schwartz, Incorporator

EX-3.16

                                                                 EXHIBIT 3.16


                                    BYLAWS

                                      OF

                            JSC INTERNATIONAL, INC.

                                   Article I
                                   ---------

                             Shareholder Meetings
                             --------------------

     Section 1.  Annual Meeting.  The annual meeting of the shareholders for the
     ---------   --------------
election of directors and the transaction of such other business as may properly
come before it will be held at the principal office of the Corporation in the
District of Columbia, or at such place within or without the District of
Columbia as shall be set forth in the notice of meeting.  The meeting shall be
held in September.  The Secretary shall give personally or by mail, not less
than ten nor more than fifty days before the date of the meeting, to each
shareholder written notice stating the place, date, and hour of the meeting.  If
mailed, the notice shall be addressed to the shareholder at his or her address
as it appears on the records of shareholders of the Corporation unless he or she
has filed with the Secretary of the Corporation a written request that notices
intended for him or her be mailed to a different address, in which case it shall
be mailed to the address designated in the request.  If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail.  Any
notice of meetings may be waived by a shareholder by submitting a signed waiver
either before or after the meeting, or by the attendance at the meeting.

     Section 2.  Special Meetings.  Special meetings of the shareholders, other
     ---------   ----------------
than those regulated by statute, may be called at any time by a majority of
directors or the President, and must be called by the President upon written
request of the holders of not less than 10 percent of the outstanding common
shares entitled to vote at such special meetings.  Written notice of such
meetings stating the place within or without the District of Columbia, the date
and hour of the meeting, the purpose or purposes for which it is called, and the
name of the person by whom or by whose direction the meeting is called shall be
given not less than ten nor more than fifty days before the date of the meeting.
The notice shall be given to each shareholder of record of common shares in the
same manner as the annual meeting.  No business other than that specified in the
Notice of Meeting shall be transacted in any such special meeting.  Notice of
special meetings may be waived by submitting a signed waiver or by attendance at
the meeting.


     NO PAGE TWO HARD COPY

                                       2


     . . . standing in his or her name on the books of the Corporation on the
record date fixed as herein provided.

     Section 6.  Proxies.  Every proxy must be dated and signed by the
     ---------   -------
shareholder or by his attorney-in-fact.  No proxy shall be valid after the
expiration of 11 months after the date of its execution, unless otherwise
provided therein.  Every proxy shall be revocable at the pleasure of the
shareholder executing it, except when an irrevocable proxy is permitted by
Statute.  All proxies shall be filed with the Secretary of the Corporation
before or at the time of the meeting.

     Section 7.  Consents.  Whenever by a provision of Statute, the Articles of
     ---------   --------
Incorporation, or by these Bylaws the vote of shareholders is required or
permitted to be taken at a meeting thereof in connection with any corporate
action, the meeting and the vote of the shareholders may be dispensed with, if
all the shareholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken.

                                   Article II
                                   ----------

                                   Directors
                                   ---------

     Section 1.  Number and qualifications.  The entire Board of Directors shall
     ---------   -------------------------
consist of not less than three members nor more than five members.  The
Directors need not be shareholders of the Corporation.  The number of Directors
may be increased or decreased, if permitted by law, from time to time by
amendment to the Bylaws.

     Section 2.  Manner of Election.  The Directors shall be elected at the
     ---------   ------------------
annual meeting of the shareholders by the affirmative vote of a majority of the
common shares represented at the meeting and entitled to vote.

     Section 3.  Term of Office.  The term of office of each Director shall be
     ---------   --------------
until the next annual meeting of the shareholders and until his or her successor
has been duly elected and has been qualified or until his or her death,
resignation or removal.

     Section 4.  Duties and Powers.  The Board of Directors shall have full
     ---------   -----------------
control and management of the affairs, business and property of the Corporation.
The Directors shall in all cases act as a Board, regularly convene, and, in the
transaction of business the majority vote of the Board of Directors at such
meeting shall be the act of the Board.  The Directors may adopt such rules and
regulations for the conduct of their meetings and the management of the
Corporation as they may deem proper and that are not inconsistent with law or
these Bylaws.

     Section 5.  Meetings.  The Board of Directors shall meet for the election
     ---------   --------
or appointment of officers and for the transaction of any other business
immediately after the adjournment of the annual meeting of the shareholders, and
other regular meetings of the Board shall be held at such time as the Board may
from time to time determine.  The Board of Directors may provide, by resolution,
the time and place for the holding of additional regular meetings without other
notice than such resolution.

                                       3


     Section 6.  Notice of Meetings.  No notice need be given of any regular
     ---------   ------------------
meeting of the Board.  Notice of special meetings shall be served upon each
Director in person, by telegram or by mail addressed to them at his or her last
known post office address, at least seven days prior to the date of such
meeting, specifying a time and place of the meeting and business to be
transacted thereat.  If notice is mailed or sent by telegram, such notice shall
be deemed to be delivered when deposited in the United States mail with postage
thereon prepaid or when the telegram is properly delivered to the telegraph
company.  At any meeting at which all of the Directors shall be present,
although held without notice, any business may be transacted which might have
been transacted if the meeting had been duly called.

     Section 7.  Place of Meeting.  The Board of Directors may hold its meeting
     ---------   ----------------
either within or without the District of Columbia, at such place as may be
designated in the notice of any such meeting.

     Section 8.  Quorum.  At any meeting of the Board of Directors the presence
     ---------   ------
of a majority of the members of the Board shall be necessary to constitute a
quorum for the transaction of business.  Nevertheless, should a quorum not be
present, a lesser number may adjourn the meeting until some further time, not
more than 10 days later, when a quorum is reasonably possible of being obtained.

     Section 9.  Voting.  At all meetings of the Board of Directors, each
     ---------   ------
Director shall have one vote irrespective of the number of shares that he or she
may hold.

     Section 10.  Compensation.  Each Director shall be entitled to receive for
     ----------   ------------
attendance at each meeting of the Board or of any duly constituted committee
thereof which he or she attends such fee as is fixed by the Board, if any.

     Section 11.  Vacancies.  Any vacancy occurring in the Board of Directors,
     ----------   ---------
including a vacancy resulting from an increase by not more than one in the
number of Directors, may be filled by the affirmative vote of a majority of the
remaining Directors at a special meeting which shall be called for that purpose
within sixty days after the occurrence of the vacancy.  The Director thus chosen
shall hold office for the unexpired term of his or her predecessor and until the
election and qualification of his or her successor.

     Section 12.  Removal of Directors.  Any Director may be removed either with
     ----------   --------------------
or without cause, at any time, by vote of the shareholders holding a majority of
the issued and outstanding shares entitled to vote at an election of the
Director sought to be removed at any special meeting called for this purpose, or
at the annual meeting.

     Section 13.  Period of Resignation.  Any director may resign his or her
     ----------   ---------------------
office at any time.  Such resignation is to be made in writing and to take
effect at the time specified in such notice.

     Section 14.  Consents.  Whenever by a provision of Statute, the Articles of
     ----------   --------
Incorporation, or by these Bylaws the vote of the directors is required or
permitted to be taken at a meeting thereof in connection with any corporate
action, the meeting and the vote of the

                                       4


directors may be dispensed with, if all the directors who would have been
entitled to vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken.

                                  Article III
                                  -----------


                                   Officers
                                   --------

     Section 1.  Officers and Their Qualifications.  The officers of the
     ---------   ---------------------------------
Corporation shall consist of a President, Vice President, Secretary, and
Treasurer.  The President shall be a Director.  Such other officers and
assistant officers and agents as deemed necessary may be elected or appointed by
the Board of Directors or chosen in such other manner as may be prescribed by
the Bylaws.  Any two or more offices may be held by the same person except the
offices of President and Secretary, but in no case shall one person sign a
single instrument of any kind in more than one capacity.

     Section 2.  Election.  All officers of the Corporation shall be elected
     ---------   --------
annually by the Board of Directors at its meeting held immediately after the
annual meeting of the shareholders.

     Section 3.  Term of Office.  All officers shall hold office until their
     ---------   --------------
successors have been duly elected and have qualified, or until they shall resign
or be removed as hereinafter provided.

     Section 4.  Removal of Officers.  Any officer may be removed with or
     ---------   -------------------
without cause at any time by vote of the majority of the Board of Directors
whenever the Board of Directors in its absolute discretion shall consider that
the best interests of the Corporation would be served thereby.  Any officer
appointed otherwise than by the Board of Directors may be removed with or
without cause at any time by an officer having authority to appoint, except as
may otherwise be provided in the Bylaws, whenever such officer in his absolute
discretion shall consider that the best interests of the Corporation would be
served thereby.

     Section 5.  Duties of Officers.  The duties and powers of the officers of
     ---------   ------------------
the Corporation shall be as follows and as shall hereafter be set by resolutions
of the Board of Directors.

                                   President
                                   ---------

             a.  The President shall preside at all meetings of the Board of
Directors.  He or she shall also preside at all meetings of the shareholders.

             b.  He or she shall present at each annual meeting of the
shareholders and Directors a report of the condition of the business of the
Corporation.

             c.  He or she shall cause to be called regular and special meetings
of the shareholders and Directors in accordance with the requirements of the
Statutes and of these Bylaws.

                                       5


          d.  He or she shall appoint, discharge, and fix the compensation for
all employees and agents of the Corporation, other than the duly elected
officers subject to the approval of the Board of Directors.

          e.  He or she may sign and execute all contracts in the name of the
Corporation and all checks, notes, drafts, or other orders for the payment of
money.  This power is to be exercised only upon the direction of the Board of
Directors.

          f.  He or she shall sign with the Secretary all certificates
representing shares.

          g.  He or she shall cause all books, reports, statements, and
certificates to be properly kept and filed as required by law.

          h.  He or she shall enforce these Bylaws and perform all the duties
incident to his or her office and which are required by law and, generally
supervise and control the business and affairs of the Corporation in conjunction
with the Vice President.

                                 Vice President
                                 --------------

     During the absence or incapacity of the President, the Vice President shall
perform the duties of the President, and when so acting, he or she shall have
all the powers and be subject to all the responsibilities of the office of
President and shall perform such other duties and functions as the Board may
prescribe.

                                   Secretary
                                   ---------

          a.  The Secretary shall keep the minutes of the meetings of the Board
of Directors and of the shareholders and appropriate books.

          b.  He or she shall attend to the giving of Notice of Special Meetings
of the Board of Directors and of all of the meetings of the shareholders of the
Corporation.

          c.  He or she shall be the custodian of the records and seal of the
Corporation and shall affix the seal to the certificates representing shares and
other corporate papers when required.

          d.  He or she shall keep at the principal office of the Corporation a
book of records containing the names, alphabetically arranged, of all persons
who are shareholders of the Corporation, showing their places of residence, the
number and class of shares held by them respectively, and the dates when they
respectively became the owners of record thereof.  He or she shall keep such
books of record and minutes of the proceedings of the shareholders open daily
during the usual business hours for inspection, within the limits prescribed by
law, by any person duly authorized to inspect such records.  At the request of
the person entitled to inspection thereof, he or she shall prepare and make
available a current list of the officers and Directors of the Corporation and
their resident addresses.

                                       6


             e.  He or she shall sign all certificates representing shares and
affix the corporate seal thereto.

             f.  He or she shall attend to all correspondence and present to the
Board of Directors at its meetings all official communications received by him
or her.

             g.  He or she shall perform all the duties incident to the office
 of Secretary of the Corporation.

             h.  He or she may make, sign and endorse in the name of the
Corporation all checks, drafts, notes, and other orders for the payment of
money, and pay out and disperse such under the direction of the President or the
Board of Directors.

     Treasurer
     ---------

             a.  The Treasurer shall have the care and custody of and be
responsible for all funds and securities of the Corporation and shall deposit
such funds and securities in the name of the Corporation in such banks or safe
deposit companies as the Board of Directors may designate.

             b.  He or she may make, sign and endorse in the name of the
Corporation all checks, drafts, notes, and other orders for payment of money,
and pay out and dispose of such under the direction of the President or the
Board of Directors.

             c.  He or she shall keep at the principal office of the Corporation
accurate books of account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any Director upon application at
the office of the Corporation during business hours.

             d.  He or she shall render the report of the condition of the
finances of the Corporation at each regular meeting of the Board of Directors
and at such other times as shall be required of him or her and he or she shall
make a full financial report at the annual meetings of the shareholders.

             e.  He or she shall further perform all duties incident to the
office of Treasurer of the Corporation.

             f.  If required by the Board of Directors, he or she shall give
such bond as determined to be appropriate for the faithful performance of his or
her duties.

                                 Other Officers
                                 --------------

     Other officers shall perform such duties and may have such powers as may be
assigned to them by the Board of Directors.

     Section 6.  Vacancies.  All vacancies in any office shall be filled
     ---------   ---------
promptly by the Board of Directors either at regular meetings or at a meeting
specially called for that purpose.

                                       7


     Section 7.  Compensation of Officers.  The officers shall receive such
     ---------   ------------------------
salary or compensation as may be fixed by the Board of Directors.

                                   Article IV
                                   ----------

                                      Seal
                                      ----

     Section 1.  Seal.  The Seal of the Corporation shall be as follows:
     ---------   ----



                                   Article V
                                   ---------

                                     Shares
                                     ------

     Section 1.  Eligible Shareholders.  The shares of the Corporation may be
     ---------   ---------------------
issued to any individual, corporation, partnership or joint venture and may be
issued in fractional shares.  An individual to be a shareholder need not be
employed by the Corporation nor participate in the performance of the services
rendered by the Corporation.

     Section 2.  Certificates.  The shares of the Corporation shall be
     ---------   ------------
represented by certificates created by the Board of Directors and signed by the
President or the Vice President, and by the Secretary, and/or Assistant
Secretary, or by such other officers authorized by law and by the Board of
Directors to do so, and sealed with the seal of the Corporation or some
facsimile.  The certificates shall be numbered consecutively and in the order in
which they are issued; they shall be bound in a book and shall be issued in
consecutive order therefrom and in the margin thereof shall be entered the name
of the person to whom the shares represented by each such certificate are
issued, number and class and series of such shares, and the date of issue.  Each
certificate shall state the registered holder's name, the number and class of
shares represented thereby, the date of issue, and the par value of such shares
or that they are without par value.

     Section 3.  Subscriptions.  Subscriptions to the shares shall be paid at
     ---------   -------------
such times and in such installments as the Board of Directors may determine.  If
a default shall be made in the payment of any installment as required by such
resolution, the Board may declare that the shares and all previous payments are
forfeited for the use of the Corporation, in the manner prescribed by Statute.

     Section 4.  Restrictions on Transfer of Shares.  Each and every certificate
     ---------   ----------------------------------
of stock shall be legended to the effect the Purchaser represents that the
securities being purchased by them are being purchased for investment and with
no present intention of making any disposition or sale thereof.

                                       8


     Section 5.  Lost Certificates.  No certificate for shares in the
     ---------   -----------------
Corporation shall be issued in place of any certificate alleged to have been
lost, stolen, or destroyed, except upon production to the Corporation or its
agents of satisfactory evidence of such loss, theft, or destruction, and, in the
discretion of the Board of Directors, upon delivery to the Corporation of a bond
of indemnity, in such amount and upon such terms as the Board of Directors in
its discretion may require.

                                   Article VI
                                   ----------

                                   Dividends
                                   ---------

     Section 1.  Declaration of Dividends.  The Board of Directors at any
     ---------   ------------------------
regular or special meeting may declare dividends payable out of the unreserved
and unrestricted earned surplus of the Corporation, whenever in the exercise of
its discretion it may deem such declaration advisable.  Such dividends may be
paid in cash, property, or shares of the Corporation.

                                  Article VII
                                  -----------

                               Bills, Notes, Etc.
                               -----------------

     Section 1.  Execution.  All bills payable, notes, checks, drafts, warrants
     ---------   ---------
or other negotiable instruments of the Corporation shall be made in the name of
the Corporation and shall be signed by such officer or officers as the Board of
Directors shall from time to time by resolution direct.

     No officer or agent of the Corporation, either singly or jointly with
others, shall have the powers to make any bill payable, note, draft, or warrant
or other negotiable instrument, or endorse the same in the name of the
Corporation, or contract or cause to be contracted any debt or liability on
behalf of the Corporation except as herein expressly prescribed and provided.

                                  Article VIII
                                  ------------

                                    Offices
                                    -------

     The principal office of the Corporation shall be located at Suite 500, 1015
Fifteenth Street, N.W., Washington, D.C. The Board of Directors may change the
location of the principal office of the Corporation and may, from time to time,
designate other offices within or without the District of Columbia as the
business of the Corporation may require.

                                   Article IX
                                   ----------

                                Indemnification
                                ---------------

     To the extent, if any, that the Board of Directors may determine, the
Corporation may indemnify any director or officer, or former director or former
officer of the Corporation, or any person who may have served at its request as
a director or officer of another Corporation against

                                       9


the reasonable expenses (including attorneys' fees) actually and necessarily
incurred by him or her in connection with the defense of any action, suit, or
proceeding in which he or she is made a party by reason of being or having been
a director or officer, except in relation to matters as to which he or she shall
be adjudged in such action, suit, or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which such person may be entitled under any
Bylaw, agreement, vote of stockholders, or otherwise.

                                   Article X
                                   ---------

                                   Amendments
                                   ----------

     Section 1.  Manner of Amending.  These Bylaws may be altered, amended,
     ---------   ------------------
repealed, or added to by the affirmative vote of the holders of the majority of
shareholders of the Class A Shares entitled to vote at an annual or at a special
meeting called for that purpose, provided that a written notice shall have been
sent to each such Class A shareholder of record entitled to vote at such meeting
at his or her last known address at least ten days before the date of the annual
or special meeting which notice shall state the alterations, amendments,
additions, or changes which are proposed to be made in such Bylaws.  Only such
changes shall be made as have been specified in the notice and which changes do
not conflict with the law or the Corporation's Articles of Incorporation.  The
Bylaws may also be altered, amended, repealed, or new Bylaws adopted by the
majority of the entire Board of Directors at a regular or special meeting of the
Board.  Any Bylaws adopted by the Board, however, may be altered, amended or
repealed by the shareholders.

                                   Article XI
                                   ----------

                                Waiver of Notice
                                ----------------

     Section 1.  Authority to Waive Notice.  Whenever under the provisions of
     ---------   -------------------------
these Bylaws or any Statute any shareholder or Director is entitled to notice of
any regular or special meeting or of any action taken by the Corporation, such
meeting may be held or such action may be taken without giving official notice,
provided that every shareholder or Director entitled to such notice in writing
waives the requirements of these Bylaws in respect thereto.  All shareholders or
Directors present at any meeting shall be deemed to have waived any and all
notice thereof.

                                       10


                           ARTICLES OF INCORPORATION

                                       OF

                            JSC INTERNATIONAL, INC.

     The undersigned, acting as incorporators of a corporation under the laws of
the District of Columbia (particularly Chapter 3, Title 29 of the District of
Columbia Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "District of Columbia Business
Corporation Act"), hereby certify that:

     FIRST:    The name of the corporation (hereinafter called the
     -----
"Corporation") is

                            JSC INTERNATIONAL, INC.


     SECOND:   The Corporation is to have perpetual existence.
     ------

     THIRD:    The purposes for which the Corporation is organized are:  to
     -----
 conduct a European-based pesticides practice; to engage generally in the
 environmental consulting business including, but not limited to, environmental,
 energy, and health legislative and regulatory analysis and/or consultation,
 strategic analysis, program evaluation, test or research management,
 toxicological or risk assessment, liability assessment, litigation support,
 permitting, product facilitation or stewardship, registration, tax and other
 economic incentives and revenue measures, and legislative and regulatory
 advocacy and representation; to carry on a general advisory and consultant
 business, nationally and internationally, including, but not limited to, the
 following fields: health, education, environment, energy, politics, economics
 and related fields; to serve as advisors and consultants with respect to
 legislative and regulatory matters; to engage in research, policy analysis,
 education and training; to engage in marketing and product development; to
 engage in consultant and advisory work in connection with the organization,
 financing, management, operation and reorganization of organizations and
 enterprises, whether for profit or not-for-profit; to act as public relations
 and research counselors; to engage in fundraising; to carry on, in its own
 behalf and in behalf of others, whether as agents, consultants, advisors,
 independent contractors, or otherwise, a general management and investment
 advisory business relating to investments and the operation of business,
 plants, properties, and organizations of any

                                       11


 and every kind; to produce books, manuals, pamphlets, video-cassettes, movies,
 records, tapes and other publications, as well as engage in various media
 activities, including radio and television; to publish, print, circulate,
 distribute, buy, sell, invest in and generally act as a publisher, and to
 copyright articles, discussions, artwork, information, and other matters; to
 make investments of any kind or nature; to engage in the acquisition, purchase,
 sale, or otherwise deal in real estate, including but not limited to the
 necessary real estate and plants for the proper conduct of such businesses; and
 to do everything necessary, suitable or proper for the accomplishment of any of
 these purposes or of any objective incidental to or connected with any of these
 purposes.

       FOURTH:    The aggregate number of shares which the Corporation shall
       ------
 have the authority to issue is 10,000 shares of common stock with a par value
 of $1.00 per share.

       FIFTH:     The minimum amount of capital with which the Corporation
       -----
shall commence business shall not be less than One Thousand Dollars ($1,000).

       SIXTH:     The address, including street number of the registered office
       -----
 of the Corporation in the District of Columbia is 1015 Fifteenth Street, N.W.,
Suite 500, Washington, D.C. 20005; and the name of its initial registered agent
at such address is Cheryl Greene.

     SEVENTH:     Each share of stock of the Corporation shall entitle the
     -------
holder thereof to a pre-emptive right, for a period of thirty days after receipt
of written notice, to subscribe for, purchase, or otherwise acquire any shares
of stock of the same class of the Corporation or any rights or options which the
Corporation proposes to grant for the purchase of shares of stock of the same
class of the Corporation or for the purchase of any shares of stock, bonds,
securities, or obligations of the Corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of stock of the same class of the Corporation, whether
now or hereafter authorized or created, whether having unissued or treasury
status, and whether the proposed issue, reissue, transfer, or grant is for cash,
property, or any other lawful consideration; and after the expiration of said
thirty days, any and all of such shares of stock, rights, options, bonds,
securities or obligations of the Corporation may be issued,

                                       12


reissued, transferred, or granted by the Board of Directors, as the case may be,
to such persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine.

     EIGHTH:  The number of directors constituting the entire board of directors
     ------
of the Corporation shall not be less than three nor more than five and the names
and addresses of the persons who are to serve as directors until the first
annual meeting of shareholders or until their successors are elected and shall
qualify are:


Name                                               Address
- ----                                               -------
Steven D. Jellinek                                 7405 Bybrook Lane
                                                   Chevy Chase, Maryland 20815

Jeffrey H. Schwartz                                4200 Rosemary Street
                                                   Chevy Chase, Maryland 20815

Stephen J. Connolly                                8706 Fallen Oak Drive
                                                   Bethesda, Maryland 20817

     NINTH:  The name and address of each incorporator is:
     -----

Name                                               Address
- ----                                               -------
Peter A. Noterman                                  7128 Willow Avenue
                                                   Takoma Park, Maryland 20912

Stephen J. Connolly                                8706 Fallen Oak Drive
                                                   Bethesda, Maryland 20817

Jeffrey H. Schwartz                                4200 Rosemary Street
                                                   Chevy Chase, Maryland 20815

     Executed at Washington, D.C. on August 27, 1992.

                                           /s/ Peter A. Noterman
                                           -----------------------------------
                                           Peter A. Noterman, Incorporator


                                           /s/ Stephen J. Connolly
                                           -----------------------------------
                                           Stephen J. Connolly, Incorporator


                                           /s/ Jeffrey H. Schwartz
                                           -----------------------------------
                                           Jeffrey H. Schwartz, Incorporator

                                       13

EX-3.17

                                                                    EXHIBIT 3.17

                           CERTIFICATE OF FORMATION

                                      OF

                              EMPIRE STATE I, LLC


     1.  The name of the limited liability company is Empire State I, LLC.

     2.  The address of the registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent is The Corporation Trust
Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Empire State I, LLC this 14th day of October, 1998.



                      Empire State I, LLC
                         By:  Northeast Restoration Company, LLC, Member
                         By:  LandBank Environmental Properties, LLC,
                                Managing Member
                         By:  LandBank, Inc., Managing Member



                         By:    /s/ James M. Redwine
                            -----------------------------
                                    James M. Redwine
                                    Assistant Secretary

EX-3.18

                                                                    EXHIBIT 3.18
                                                                    ------------

                      LIMITED LIABILITY COMPANY AGREEMENT
                                      FOR
                              EMPIRE STATE I, LLC
                     A DELAWARE LIMITED LIABILITY COMPANY

     This Limited Liability Company Agreement for EMPIRE STATE I, LLC, a
Delaware limited liability company (the "Agreement") is made as of October 14,
                                         ---------
1998, by and between NORTHEAST RESTORATION COMPANY, LLC, a Delaware limited
liability company (the "Member"), and LANDBANK ENVIRONMENTAL PROPERTIES LLC, a
                        ------
Delaware limited liability company (the "Manager").
                                         -------

     NOW, THEREFORE, the Member and the Manager hereby adopt this Limited
Liability Company Agreement for the Company upon the terms and subject to the
conditions set forth herein.

                                  ARTICLE I.

                                  DEFINITIONS

     As used in this Agreement, the following terms shall have the following
meanings:

     1.1  "Act" shall mean the Delaware Limited Liability Company Act as set
           ---
forth in Chapter 18 (commencing with Section 18-101) of the General Corporation
Law of the State of Delaware (or any corresponding provision or provisions of
any succeeding law).

     1.2  "Affiliate" or "affiliate" shall mean any individual, partnership,
           ---------      ---------
corporation, trust or other entity or association, directly or indirectly,
through one or more intermediaries, controlling, controlled by, or under common
control with a person. The term "control," as used in the immediately preceding
sentence, means, with respect to a corporation or limited liability company, the
right to exercise, directly or indirectly, more than fifty percent (50.0%) of
the voting rights attributable to the controlled corporation or limited
liability company, and, with respect to any individual, partnership, trust,
other entity or association, the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of the
controlled individual or entity.

     1.3  "AFMC" shall mean AFMC Inc., a Delaware corporation.
           ----

     1.4  "AFMC Agreement" shall mean that certain Contract of Sale between
           --------------
LandBank and AFMC dated as of August 12, 1998, for the purchase of the Property.

     1.5  "Agreement" or "this Agreement" means the limited liability company
           ---------      --------------
agreement of the Company as adopted herein and as may be further amended from
time to time as permitted hereunder.

                                       1


     1.6  "AI" shall mean Arsenault Investments LLC, a Colorado limited
           --
liability company, and its successors in interest

     1.7  "Capital Contribution" shall mean the amount of cash or the agreed
           --------------------
fair market value of other property contributed to the Company by a Member and
credited to the Member's Capital Account as provided in Article 3 hereof.

     1.8  "Cash Flow" shall mean the cash flow of the Company that is available
           ---------
for distribution to the Member and which, as to any particular Fiscal Year or
portion thereof, consists of the gross revenues of the Company, including any
Capital Contributions made by a Member to the Company, less (i) the aggregate
amount of all costs paid by the Company during such fiscal period for the
operations of the Company, including, without limitation, payments of any fees
or costs to a Member or its Affiliates as permitted herein, all payments
required under the Loan Documents, and all other operating costs of the Company,
and less (ii) all reserves required to complete the Restoration of the
Properties, and other appropriate reserves for the anticipated costs of the
Company.

     1.9  "Certificate" shall mean the Certificate of Formation for the Company
           -----------
originally filed with the Delaware Secretary of State and as amended from time
to time.

     1.10 "Closing" shall mean the closing of the acquisition of the Properties
           -------
by the Company in accordance with the AFMC Agreement.

     1.11 "Code" shall mean the Internal Revenue Code of 1986, as amended from
           ----
time to time, and the provisions of succeeding law.

     1.12 "Company" shall mean Empire State I, LLC, a Delaware limited
           -------
liability company.

     1.13 "Fiscal Year" shall mean the Company's fiscal year, which shall be
           -----------
the calendar year or, at the option of the Manager, a 52/53 week year.

     1.14 "Insurance Underwriting Fee" shall mean the fee payable to LBEP, in
           --------------------------
the amount provided in Section 5.5.1 hereof.

     1.15 "LandBank" shall mean LandBank, Inc., a Delaware corporation, and its
           --------
successors in interest.

     1.16 "LandBank Services" shall mean the tasks which LBEP agrees to
           -----------------
undertake with respect to the Project, which shall include the following: (i)
environmental due diligence prior to purchase of the Property; (ii) real estate
due diligence prior to purchase of the Property; (iii) underwriting and
placement of environmental insurance policies; (iv) development of all plans
required to complete remediation; (v) oversight of cleanup activities; (vi)
preparing a cash flow model and critical path for the Project; (vii) designing
and implementing an exit strategy for each Property; (viii) directing and
managing the sale of the Property; (ix) performing all management and
administrative functions of the Company; and (x) engaging attorneys,

                                       2


accountants, and other professionals on behalf of the Company as may be
necessary to perform the tasks mentioned in (i) - (ix).

     1.17 "LBEP" shall mean LandBank Environmental Properties LLC, a Delaware
           ----
limited liability company, and its successors in interest.

     1.18 "Loan" shall mean that certain loan in the original principal amount
           ----
of $2,500,000 made by Arsenault Acquisitions Corporation, a Colorado
corporation, to Northeast.

     1.19 "Loan Documents" shall mean the promissory note and all other
           --------------
documents evidencing or securing the Loan.

     1.20 "Manager" shall mean LBEP or its successor pursuant to Section 5.6
           -------
hereof.

     1.21 "Member" shall mean Northeast, and any other person from time to time
           ------
who may be admitted to the Company as a Member in accordance with the
Certificate and this Agreement or is a permitted assignee who has become a
Member in accordance with Article 4, and who has not resigned, withdrawn, been
expelled or, if other than an individual, dissolved.

     1.22 "Northeast" shall mean Northeast Restoration Company, LLC, a Delaware
           ---------
limited liability company, and its successors in interest.

     1.23 "Option Agreement" shall mean that certain Option Agreement between
           ----------------
Northeast and AI dated November 17, 1998, pursuant to which AI may elect to
become a member of Northeast on the terms set forth therein.

     1.24 "Project" shall mean the Properties and the improvements thereon and
           -------
the personal property used in connection therewith, including all entitlements
related thereto, and the Company's planned remediation and sale of such real
property.

     1.25 "Project Budget" shall mean the most recently updated and approved
           --------------
Project Budget as provided in Section 5.2 hereof.

     1.26 "Property" and "Properties" shall mean each and all of the parcels of
           --------       ----------
real property to be acquired by the Company pursuant to the AFMC Agreement, more
particularly described in Exhibit A attached hereto.
                          ---------

     1.27 "Remediation Management Fee" shall mean the fee payable to the
           --------------------------
Manager for the LandBank Services in supervising any and all environmental
remediation on the Property, in the amount provided in Section 5.5.2 hereof.

     1.28 "Restoration" shall mean the environmental remediation of the
           -----------
Properties, including without limitation, moving and handling of contaminated
soil, and obtaining a "no further action" letter (or its equivalent) from the
applicable governmental agency or agencies exercising environmental jurisdiction
over the Properties.

     1.29 "Term" shall have the meaning ascribed to it in Section 2.2 hereof.
           ----

                                       3


     1.30 "Treasury Regulations" shall, unless the context clearly indicates
           --------------------
otherwise, mean the final or temporary regulations in force at any moment in
time that have been issued by the U.S. Department of Treasury pursuant to its
authority under the Code.

                                  ARTICLE II.

                            ORGANIZATIONAL MATTERS

     2.1  Name.  The name of the Company shall be "Empire State I, LLC."  The
          ----                                     -------------------
Company may conduct business under that name or any other name approved by the
Member.

     2.2  Term.  The Term of the Company shall commence on the date of filing
          ----
the Company's Certificate with the Delaware Secretary of State and shall end on
August 12, 2028, unless extended or unless sooner terminated pursuant to this
Agreement.

     2.3  Office and Agent.  The Company shall continuously maintain an office
          ----------------
and registered agent in the State of Delaware as required by the Act. The
registered agent and registered office of the Company shall be: The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE
19801 or such other agent or location as the Manager may deem necessary or
desirable.

     2.4  Business of the Company.  The Company is organized and shall operate
          -----------------------
solely to engage in the following business: (i) to acquire, own, hold for
investment, remediate, restore, finance, manage, sell, lease, dispose of and
otherwise deal with, and realize the economic benefit from, the Project; and
(ii) to engage in any other lawful activities directly related to the foregoing
business as may be necessary or advisable in the reasonable opinion of the
Member to further such business. Such activities shall include specifically the
following: managing the required remediation of each of the Properties; placing
the environmental insurance to manage the liabilities and financial risks
resulting from ownership and cleanup of the Properties; developing an exit
strategy for each Property; and negotiating the sale and selling the Properties.
The Company shall not engage in any other business other than the foregoing
without the consent of the Member, which consent may be granted or withheld in
the Member's sole and absolute discretion and is subject to the consent of AI
under the Option Agreement.

                                 ARTICLE III.

                             CAPITAL CONTRIBUTIONS

     3.1  Capital Contributions.  As its initial Capital Contribution to the
          ---------------------
Company, the Member shall contribute (or cause to be transferred to the Company
by an Affiliate) its and its Affiliates' entire right, title and interest in and
to the Properties, including without limitation all rights under the AFMC
Agreement and the deposit made thereunder with respect to the Properties. The
fair market value of such contribution is agreed to be equal to the amount of
the deposit that the Member has paid under the AFMC Agreement with respect to
the Properties. The Member in addition may, but shall not be required to,
contribute to the Company any additional funds needed to complete the purchase
of the Property pursuant to the AFMC Agreement, provided that such AFMC
Agreement is not terminated, and additional funds

                                       4


required for the operation of the Company, all as shown in the Final Proforma or
in the approved Project Budget.

     The Member may make additional Capital Contributions to the Company from
time to time in the Member's sole discretion, but no additional Capital
Contributions are required. Except as otherwise provided herein, all Capital
Contributions shall be paid in cash.

     3.2  Withdrawal of Capital Contributions.  Subject to any applicable
          -----------------------------------
limitations in the Act, the Member's Capital Contributions and other sums
advanced on behalf of the Company shall be repaid to the Member, in whole or in
part, as provided in Article 6 hereof.

                                  ARTICLE IV.

                                    MEMBERS

     4.1  Identification.  Northeast shall be the sole initial Member of the
          --------------
Company.  No other person may become a Member except pursuant to a transfer
specifically permitted under and effected in compliance with Section 4.2 of this
Agreement or upon admission of a new Member with the prior written consent of
all of the Members.

     4.2  Transfer; Admission of New Members.  The Member shall have the right
          ----------------------------------
at any time and from time to time to transfer all or any part of its interest in
the Company to any person; provided, however, that any new Member admitted as a
Member of the Company and any transferee of a membership interest shall have the
right to become a new or a substitute Member only if: (i) the instrument
creating or transferring such membership interest states that such person shall
be admitted as a Member of the Company; (ii) written consent of the Member and
of AI as required under the Option Agreement is given to the admission of the
new or substitute Member; (iii) such person executes an instrument satisfactory
to the Member accepting and adopting the terms and provisions of this Agreement;
and (iv) such person pays any reasonable expenses of the Company (including,
without limitation, reasonable attorneys' fees and costs) in connection with its
admission as a new Member.

     4.3  Member Approval.  No annual or regular meetings of the Members are
          ---------------
required to be held.  The approval of any act or other matter by Northeast shall
constitute approval by the Member and by the Company, subject to any required
consent by AI under the Option Agreement.

                                  ARTICLE V.

                Manager; MANAGEMENT AND CONTROL OF THE COMPANY

     5.1  Manager.  LBEP shall be the Manager of the Company.  As Manager, LBEP
          -------
shall manage the Company on a day-to-day basis and shall provide to the Company
all services not specifically designated in this Agreement to be provided by
another party.

     5.2  Management of the Company.  The Manager shall prepare such budget,
          -------------------------
financial reports and operating plans for the Company as may be required for the
operation of the Company.  The Manager shall, subject to the availability of
operating revenues and other cash

                                       5


flow, carry out the business plan and the Project Budget (hereinafter defined)
adopted by the Company and shall supervise the operations of the Company. The
Manager shall have the authority and responsibility to manage the Company's
business. The Manager shall use reasonable efforts to perform its duties under
this Article 5 including, without limitation, employing necessary personnel, on
and off-site, to carry on the business of the Company. The Manager shall devote
itself to the business of the Company to the extent necessary for the efficient
carrying on thereof, without compensation therefor except as provided herein .

          5.2.1  Project Budget.  The Manager shall prepare a Project Budget,
                 --------------
which Project Budget shall provide for revenue and expenses for each phase of
the Company's acquisition, Restoration and disposition of the Project,
containing the items listed in this Section 5.2.1 below. The Manager shall
include in such Project Budget any amounts to be paid to any person (including
without limitation any Member or Affiliate of a Member) in connection with each
phase of the Project. The Project Budget at a minimum shall contain the
following information:

          (a)    a narrative description of each phase of the acquisition and
Restoration for the Project proposed or expected to be undertaken by the Company
during each Fiscal Year;

          (b)    a development schedule identifying the projected phases of
Restoration for the Project as well as the times for completion of the various
phases of Restoration of the Project and the expenses attributable to each
phase; and

          (c)    a schedule of projected Cash Flow and projected uses of funds
on a Fiscal Year-by-Fiscal Year basis, which schedule shall include any required
Capital Contributions needed by the Company and proposed by the Manager.

          5.2.2  Budget Updates and Approval.  The Manager shall deliver for
                 ---------------------------
review and approval by the Member and by AI pursuant to the Option Agreement a
master schedule setting forth the most current Project Budget for the current
Fiscal Year and the next Fiscal Year (which shall include a schedule for
completion of the various components of the Project), on or before thirty (30)
days after the Closing. Such Project Budget shall include Cash Flow to the
Company at least equal to the net Cash Flow shown in the Final Proforma.
Thereafter, the Manager shall provide to the Member and to AI within two (2)
weeks after the end of each month monthly historical financial statements on an
accrual basis which shall include balance sheet, income statement and statement
of cash flows. The Manager shall update the Project Budget annually for each
succeeding Fiscal Year. After the first Project Budget, an updated Project
Budget shall be prepared no later than November 30th of each Fiscal Year for the
next succeeding Fiscal Year, if necessary. The Manager shall provide a copy of
the Project Budget, and each update thereof, to the Member. The Company shall
spend no amount, and shall incur no obligation, which exceeds the amounts
provided in the approved Project Budget, as updated and approved by the Member
(and by AI as required under the Option Agreement); provided, however, that the
Project Budget shall include a Five Percent (5%) contingency, and expenditures
within such contingency amount shall be permitted.

                                       6


     5.3  LandBank Services.  The Manager shall perform the LandBank Services
          -----------------
for the Company as provided herein. The Manager shall not be entitled to
compensation for the LandBank Services rendered to the Company, except as
provided herein. However, the Company shall pay all costs payable to third
parties in connection with such services.

     5.4  Insurance.
          ---------

          5.4.1  Coverage.  The Manager shall cause the Company to be added as
                 --------
an additional insured on its general liability and errors and omissions policy,
so that the Company is in compliance with (i) all requirements of the AFMC
Agreement as set forth in Exhibit B attached hereto, and (ii) all applicable
                          ---------
laws, regulations and requirements. The Company in addition may (but is not
required to) obtain Comprehensive Automobile Liability insurance insuring
Company against liability for claims arising out of the ownership, maintenance
or use of any owned, hired or non-owned vehicles; Property insurance appropriate
to cover loss resulting from destruction of or damage to some, but not all, of
the buildings or structures associated with the Project, with coverage based on
the appropriate level of risk of loss to the Company regarding such selected
buildings or structures; and such additional insurance against other risks of
loss to the Project as, from time to time, may be required by any lender making
a loan to the Company or which may be required by law.

          5.4.2  Management.  All policies of insurance shall be treated, in the
                 ----------
appropriate part attributable to the Company, as a cost and expense of the
Company. The Manager shall act on behalf of all named insureds under each of the
insurance policies with respect to all matters pertaining to the insurance
afforded by each of such policies, including the giving and receiving of notice
of cancellation, the payment of premiums and the receiving of returned premiums,
if any, and of such dividends as may be declared by any of the insurance
companies issuing any of such policies.

          5.4.3  Subcontractor Insurance.  The Manager shall require by contract
                 -----------------------
that each and every subcontractor and consultant providing services in
connection with the Project shall obtain and maintain insurance, with the
exception of property and stop/loss insurance, that the Manager deems
appropriate for the particular type and amount of contract involved. The Manager
may include any or all subcontractors and consultants under the insurance
maintained by the Manager hereunder with adjustment of coverages and increase in
limits as applicable.

          5.4.4  Modifications to insurance Requirements.  The Manager shall
                 ---------------------------------------
review annually the insurance requirements of this Agreement in conjunction with
the Company's insurance broker and obtain increased coverage limits or
additional forms of insurance as are prudent to protect the interests of the
Company and the Members.

     5.5  Managers' Fees.  In addition to any fees payable to LBEP or any
          --------------
Affiliate as may be approved by the Member and by AI as required under the
Option Agreement, the Manager shall receive the following fees for its services
to the Company.

          5.5.1  Insurance Underwriting Fee.  As part of its services, the
                 --------------------------
Manager shall perform environmental underwriting of the insurance for the
Project.  At the Closing, the

                                       7


Manager shall be paid an Insurance Underwriting Fee in the amount of two percent
(2%) of the purchase price of the Property.

          5.5.2  Remediation Management Fee.  As part of its services, the
                 --------------------------
Manager shall provide services to the Company in connection with supervising the
Restoration of the Project. The Manager shall be paid a Remediation Management
Fee for such services in the amount of five percent (5%) of any and all costs of
environmental remediation performed on any or all of the Properties; provided,
however, that such Remediation Management Fee payable hereunder shall not exceed
the aggregate such Remediation Management Fee contained in the approved Project
Budget. Such fee shall be payable on the fifteenth 15th day of each month based
on the environmental remediation costs incurred in the immediately preceding
month.

     5.6  Removal and Election of Manager; Resignation.  The Manager may be
          --------------------------------------------
removed by the Member at any time for failure to carry out its duties hereunder;
and the Member at any time may appoint one or more substitute or additional
managers of the Company, subject to the consent of AI as required under the
Option Agreement.  The Manager may resign as a manager at any time.

                                  ARTICLE VI.

                          DISTRIBUTIONS; ALLOCATIONS

     6.1  Periodic Distributions by the Company.  Subject to applicable law and
          -------------------------------------
any limitations contained elsewhere in this Agreement and to the allocation of a
portion of the Company's cash to an appropriate reserve for unanticipated
expenses, the Manager shall cause the Company (i) to pay or provide for the
payment of all of its expenses, liabilities and obligations as they become due,
including without limitation any fees that are payable to any Member or any
Affiliate thereof for its services hereunder, and any loan payments that are due
under the Loan Documents or to any other lender, and thereafter (ii) to make
cash distributions to the Member from the Cash Flow of the Company. Such cash
distributions shall be made quarterly or more frequently, beginning December 31,
1998. Except as otherwise provided herein, distributions of Cash Flow to the
Member as provided in (ii) above shall be made to the Member according to the
priorities in this Article 6.

     6.2  Order of Distributions.  After payment of the amounts described in
          ----------------------
Section 6.1 hereof, all distributions of Cash Flow hereunder shall be made to
the Member first to repay its unreturned Capital Contributions, until such
Member has been repaid all of its Capital Contributions, and thereafter to
Northeast as the sole Member of the Company.

     6.3  Allocations of Net Profit and Net Loss.  All net profits and net
          --------------------------------------
losses of the Company and all other items of income, deduction, credit or other
items having effect for tax purposes shall be allocated to Northeast as the sole
Member of the Company.

                                       8


                                 ARTICLE VII.

                          DISSOLUTION AND WINDING UP

     7.1  Conditions of Dissolution.  The Company shall dissolve upon the
          -------------------------
occurrence of any of the following events:

          7.1.1  Upon the entry of a decree of judicial dissolution;

          7.1.2  Upon the vote of the sole Member (provided, however, that the
Member may not vote to voluntarily dissolve the Company while the Option
Agreement remains in effect);

          7.1.3  Upon the sale of all or substantially all of the assets of the
Company (which shall be subject to the approval of AI as provided in the Option
Agreement); or

          7.1.4  Upon the expiration of the Term (including any extension
thereto, if applicable).

No other event specified in the Act, or otherwise, shall cause the dissolution
of the Company.

     7.2  Winding Up.  Upon the dissolution of the Company, the Company's assets
          ----------
shall be disposed of and its affairs wound up.  The Company shall give written
notice of the commencement of the dissolution to all of its known creditors.

     7.3  Order of Payment of Liabilities Upon Dissolution.  After determining
          ------------------------------------------------
that all the known debts and liabilities of the Company have been paid or
adequately provided for, all remaining assets of the Company shall be
distributed to the Member in accordance with the provisions of Article 6 hereof.

     7.4  Certificates.  The Company shall file with the Delaware Secretary of
          ------------
State all certificates or other documents required to complete the dissolution
and winding up of the Company's affairs.

                                 ARTICLE VIII.

                                 MISCELLANEOUS

     8.1  Bank Accounts.  The Manager shall maintain the funds of the Company in
          -------------
one or more separate bank accounts in the name of the Company, and shall not
permit the funds of the Company to be commingled in any fashion with the funds
of any other person. The Manager or any person designated by it, acting alone,
is authorized to endorse checks, drafts, and other evidences of indebtedness
made pay able to the order of the Company, but only for the purpose of deposit
into the Company's accounts. All checks, drafts and other instruments obligating
the Company to pay money must be signed on behalf of the Company by an
authorized representative of the Manager. All accounts shall be opened at an
office.

     8.2  Complete Agreement.  Except as expressly contemplated herein, this
          ------------------
Agreement and the Certificate constitute the complete and exclusive statement of
the operative documents of

                                       9


the Company. To the extent that any provision of the Certificate conflicts with
any provision of this Agreement, this Agreement shall control.

     8.3  Binding Effect.  Subject to the provisions of this Agreement relating
          --------------
to transferability, this Agreement will be binding upon and inure to the benefit
of the Member, and its successors and assigns.

     8.4  Interpretation.  All pronouns shall be deemed to refer to the
          --------------
masculine, feminine, or neuter, singular or plural, as the context in which they
are used may require. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the interpretation, of any
provision of this Agreement. Numbered or lettered Certificate, sections and
subsections herein contained refer to Certificate, sections and subsections of
this Agreement unless otherwise expressly stated.

     8.5  Severability.  If any provision of this Agreement or the application
          ------------
of such provision to any person or circumstance shall be held invalid, the
remainder of this Agreement or the application of such provision to persons or
circumstances other than those to which it is held invalid shall not be affected
thereby.

     8.6  Notices.  Any notice to be given or to be served upon the Company or
          -------
any party hereto in connection with this Agreement must be in writing (which may
include facsimile) and will be deemed to have been given and received when
delivered to the address specified by the party to receive the notice. Such
notices will be given at the address specified in Exhibit C hereto. Any party
                                                  ---------
may, at any time by giving five (5) business days' prior written notice to the
Company, designate any other address in substitution of the foregoing address to
which such notice will be given.

     8.7  Amendments.  No amendment to this Agreement shall be effective unless
          ----------
it is in writing and signed by all of the Members.  Any such amendment is
subject to the consent of AI as provided in the Option Agreement.

     8.8  Multiple Counterparts.  This Agreement may be executed in two or more
          ---------------------
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     8.9  Remedies Cumulative.  The remedies under this Agreement are cumulative
          -------------------
and shall not exclude any other remedies to which any person may be lawfully
entitled.

     8.10 Option Agreement.  The term of the Option Agreement expires on the
          ----------------
later of (i) one hundred eighty (180) days after the Closing, or (ii) ninety
(90) days after the payment in full of the Loan. Upon the expiration of the
option term without the exercise of the option by Al, the Option Agreement shall
terminate, and all references herein to any consent required under the Option
Agreement shall be of no further force or effect.

     8.11 Indemnification by Company.  The Company shall indemnify the Member
          --------------------------
and its Affiliates and may indemnify any person who was or is a party or is
threatened to be made a

                                       10


party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she or it is or was a Member, employee or other
agent of the Company and was acting in the course of carrying out the business
of the Company pursuant to the Agreement or that, being or having been such a
Member, employee or agent he or she or it is or was serving at the request of
the Company as a manager, employee or other agent of another limited liability
company, corporation, partnership, joint venture, trust or other enterprise, to
the fullest extent permitted by applicable law in effect on the date hereof and
to such greater extent as applicable law may hereafter from time to time permit,
except to the extent that liability is caused by the gross negligence, willful
misconduct or intentional breach of this Agreement by the indemnitee, and except
to the extent that any such liability or damage is otherwise compensated by
insurance. The foregoing indemnity shall not apply to any Member or its
Affiliate which is providing services to the Company as a consultant or
contractor pursuant to a separate contract with the Company and which receives
compensation therefor (in addition to the fees which are payable to the Members
hereunder), in which case the terms of that contract shall control any indemnity
rights or obligations (if any) of either party thereto. The Member specifically
acknowledges that LandBank, which is an Affiliate of LBEP, has undertaken
certain indemnity obligations under the AFMC Agreement for certain environmental
matters, which obligations are for the benefit of the Company, and agree that
the Company shall indemnify LandBank for any liability it may incur pursuant to
such environmental indemnity, to the extent provided in the foregoing provisions
of this Section 8.11.

     IN WITNESS WHEREOF, the Member and the Manager of the Company have executed
this Agreement, effective as of the date first written above.

Member:                  NORTHEAST RESTORATION COMPANY, LLC,

                         a Delaware limited liability company

By:                      LANDBANK ENVIRONMENTAL PROPERTIES LLC,

                         a Delaware limited liability company

                         its: Managing Member

                         By: LANDBANK, INC.,

                         a Delaware corporation

                         its: Managing Member

                         By:   W.P. Lynott
                               ----------------------------------

                         its:  President
                               ----------------------------------

                                       11


Manager:                 LANDBANK ENVIRONMENTAL PROPERTIES LLC,

                         a Delaware limited liability company

                         By: LANDBANK, INC.,

                         a Delaware corporation

                         its:  Managing Member

                         By:     W.P. Lynott
                             ----------------------------------

                         its:    President
                             ----------------------------------

                                       12


                                   EXHIBIT A

                 LEGAL DESCRIPTION OF PROJECT REAL PROPERTIES

                                       13


                                   PARCEL II
                                   ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Plattsburgh, County of Clinton and State of New York being further
described as follows:

BEGINNING at an iron pipe set at the intersection of the Northerly margin of a
Private Access Road to Lake Champlain and the Easterly highway limits of Unites
States Avenue (U.S. Route 9), said iron pipe also being located a direct tie of
North 07 degrees 47 minutes 19 seconds East 3329.11 feet from the intersection
of the centerlines of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 36 degrees 53 minutes 00 seconds East along the Easterly
highway limits of United States Avenue (U.S. Route 9), a distance of 246.20 feet
to an iron pipe set in the line between the City of Plattsburgh to the North and
the Town of Plattsburgh to the South;

RUNNING THENCE South 82 degrees 50 minutes 00 seconds East along said Town and
City Line, a distance of 731.58 feet to an iron pipe set in the Westerly
railroad margin of Delaware and Hudson Railroad;

RUNNING THENCE South 18 degrees 59 minutes 00 seconds West along the Westerly
railroad margin, a distance of 556.35 feet to an iron pipe set at the
intersection of the Westerly railroad margin of Delaware and Hudson Railroad and
the Northerly line of Private Access Road;

RUNNING THENCE the following seven (7) courses along the Northerly line of said
Private Access Road:


     1)   North 51 degrees 30 minutes 00 seconds West a distance of 121.73 feet
          to an iron pipe set;
     2)   North 55 degrees 45 minutes 00 seconds West a distance of 270.68 feet
          to an iron pipe set;
     3)   North 15 degrees 33 minutes 00 seconds East a distance of 29.15 feet
          to an iron pipe set;
     4)   North 66 degrees 34 minutes 00 seconds West a distance of 56.33 feet
          to a railroad spike set;
     5)   North 66 degrees 15 minutes 00 seconds West a distance of 129.02 feet
          to an iron pipe set;
     6)   North 66 degrees 15 minutes 00 seconds West a distance of 130.00 feet
          to an iron pipe set;
     7)   North 67 degrees 58 minutes 00 seconds West a distance of 100.00 feet
          to the point and place of BEGINNING.

TOGETHER WITH AN easement of ingress and egress over the private access word
sixteen feet wide

                                       14


                                  PARCEL III
                                  ----------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Plattsburgh, County of Clinton and State of New York being further
described as follows:

BEGINNING at an iron pipe set in the Easterly railroad margin of Delaware and
Hudson Railroad, said iron pipe being located a direct tie of North 23 degrees
53 minutes 42 seconds East 2854.73 feet from the intersection of the centerlines
of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 18 degrees 59 minutes 00 seconds East along the Easterly
margin of Delaware Hudson Railroad, a distance of 284.00 feet to an iron pipe
set;

RUNNING THENCE South 71 degrees 01 minutes 02 seconds East a distance of 88.05
feet to a point in the low water line of Lake Chaplain as digitized from
available maps;

RUNNING THENCE South 00 degrees 48 minutes 43 seconds East along said low water
line a distance of 45.06 feet to a point;

RUNNING THENCE South 58 degrees 08 minutes 28 seconds East into the waters of
Lake Champlain, a distance of 398.80 feet to a point;

RUNNING THENCE North 17 degrees 33 minutes 31 seconds East a distance of 67.99
feet to a point;

RUNNING THENCE South 72 degrees 26 minutes 29 seconds East a distance of 12.00
feet to a point;

RUNNING THENCE South 17 degrees 33 minutes 31 seconds West a distance of 71.05
feet to a point;

RUNNING THENCE South 58 degrees 08 minutes 29 seconds East a distance of 33.82
feet to a point;

RUNNING THENCE South 31 degrees 53 minutes 02 seconds West a distance of 29.99
feet to a point;

RUNNING THENCE North 58 degrees 09 minutes 44 seconds West a distance of 26.17
feet to a point;

RUNNING THENCE South 17 degrees 33 minutes 31 seconds West a distance of 71.05
feet to a point;

RUNNING THENCE North 72 degrees 26 minutes 29 seconds West a distance of 12.00
feet to a point;

                                       15


RUNNING THENCE North 17 degrees 33 minutes 31 seconds East a distance of 71.05
feet to a point;

RUNNING THENCE North 58 degrees 08 minutes 29 seconds West a distance of 386.71
feet to a point on the low water line as digitized from available maps;

RUNNING THENCE along said low water line a distance of 208.16 feet to a point
being located a direct tie of South 16 degrees 27 minutes 01 seconds West 205.10
feet from the last mentioned point of the low water line;

RUNNING THENCE North 71 degrees 01 minutes 02 seconds West a distance of 125.00
feet to the point and place of BEGINNING.

                                       16


                                   PARCEL IV
                                   ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City and Town of Plattsburgh, County of Clinton and State of New York being
further described as follows:

BEGINNING at an iron pipe set in the Easterly highway limits of United States
Avenue (U.S. Route 9), said iron pipe also being located a direct tie of North
05 degrees 23 minutes 29 seconds East 2769.83 feet from the intersection of the
centerline of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 07 degrees 02 minutes 53 seconds East a distance of 81.79
feet to a point;

RUNNING THENCE along a curve to the right having a radius of 955.40 feet an arc
length distance of 463.18 feet to a railroad spike set at the intersection of
the Easterly highway limits of United States Avenue (U.S. Route 9) and the
Southerly line of a Private Access Road to Lake Champlain, said railroad spike
being located a direct tie of North 20 degrees 35 minutes 17 seconds East 458.66
feet from the last mentioned point in the Easterly highway limits of United
State Avenue (U.S. Route 9);

RUNNING THENCE along the Southerly line of said Private Access Road the
following three (3) courses


     1)   South 69 degrees 36 minutes 54 seconds East a distance of 315.11 feet
          to a railroad spike set;
     2)   South 45 degrees 28 minutes 54 seconds East a distance of 78.43 feet
          to a railroad spike set;
     3)   South 58 degrees 51 minutes 54 seconds east a distance of 22.27 feet
          to an iron pipe set;

RUNNING THENCE and leaving said Southerly line of Public Access Road, South 12
degrees 01 minutes 06 seconds West a distance of 141.77 feet to an iron pipe
set;

RUNNING THENCE North 77 degrees 58 minutes 54 seconds West a distance of 40.74
feet to an iron pipe set;

RUNNING THENCE South 04 degrees 33 minutes 06 seconds West a distance of 491.10
feet to an iron pipe set;

RUNNING THENCE North 81 degrees 39 minutes 54 seconds West a distance of 278.10
feet to an iron pipe set;

RUNNING THENCE North 09 degrees 40 minutes 06 seconds East a distance of 219.30
feet to an iron pipe set;

                                       17


RUNNING THENCE North 81 degrees 33 minutes 09 seconds West a distance of 197.15
feet to the point and place of BEGINNING.

TOGETHER WITH AN easement of ingress & egress over the private access road
sixteen feet wide in so far as the same adjoins the northerly line of the
premises.

                                       18


                                   PARCEL V
                                   --------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City and Town of Plattsburgh, County of Clinton and State of New York being
further described as follows:

BEGINNING at an iron pipe set in the Easterly highway limits of United States
Avenue (U.S. Route 9), said iron pipe being located a direct tie of North 05
degrees 11 minutes 01 seconds East 2342.12 feet from the intersection of the
centerlines of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 04 degrees 31 minutes 30 seconds along the Easterly highway
limits of United States Avenue (U.S. Route 9) a distance of 88.00 feet to an
iron pipe set;

RUNNING THENCE South 85 degrees 58 minutes 13 seconds East a distance of 188.59
feet to an iron pipe set;

RUNNING THENCE South 09 degrees 40 minutes 20 seconds West a distance of 102.00
feet to an iron pipe set;

RUNNING THENCE South 81 degrees 37 minutes 57 seconds East a distance of 334.93
feet to an iron pipe set;

RUNNING THENCE South 79 degrees 12 minutes 01 seconds East a distance of 200.19
feet to an iron pipe set in the Westerly railroad margin to Delaware and Hudson
Railroad;

RUNNING THENCE South 18 degrees 59 minutes 00 seconds West along the Westerly
railroad margin of Delaware and Hudson Railroad, a distance of 410.00 feet to an
iron pipe set;

RUNNING THENCE North 79 degrees 12 minutes 02 seconds West a distance of 171.85
feet to an iron pipe set;

RUNNING THENCE North 79 degrees 41 minutes 12 seconds West a distance of 6.00
feet to an iron pipe set;

RUNNING THENCE North 04 degrees 56 minutes 05 seconds East a distance of 25.00
feet to an iron pipe set;

RUNNING THENCE North 18 degrees 58 minutes 58 seconds East a distance of 372.40
feet to an iron pipe set;

RUNNING THENCE North 81 degrees 37 minutes 57 seconds West a distance of 383.54
feet to an iron pipe set;

RUNNING THENCE North 06 degrees 48 minutes 46 seconds East a distance of 12.98
feet to an iron pipe set;

                                       19


RUNNING THENCE North 81 degrees 39 minutes 40 seconds West a distance of 144.76
feet to the point and place of BEGINNING.

                                       20


                            Schedule A Description

                                   PARCEL I
                                   --------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City and Town of Plattsburgh, County of Clinton and State of New York being
further described as follows:

BEGINNING at an iron pipe found and reset in the westerly highway limits of
Untied State Avenue (U.S. Route 9), said iron pipe being located a direct tie of
North 08 degrees 00 minutes 16 seconds East 3515.07 feet from the intersection
of the centerlines of United States Avenue (U.S. Route 9) and railroad tracks;

RUNNING THENCE North 82 degrees 38 minutes 03 seconds West, passing through an
iron pipe found at 158.33 feet, and continuing a total distance of 395.37 feet
to an iron pipe found;

RUNNING THENCE North 41 degrees 48 minutes 12 seconds East a distance of 28.79
feet to a point referenced as monument number 53 in prior deeds and maps;

RUNNING THENCE North 48 degrees 21 minutes 57 seconds East a distance of 144.96
feet to a point referenced as monument number 52 in prior deeds and maps;

RUNNING THENCE North 42 degrees 48 minutes 57 seconds East a distance of 80.17
feet to an iron pipe set referenced as monument number 51 in prior deeds and
maps;

RUNNING THENCE North 33 degrees 01 minutes 57 seconds East a distance of 188.87
feet to an iron pipe set;

RUNNING THENCE South 73 degrees 16 minuets 03 seconds East a distance of 300.44
feet to an iron pipe set in the Westerly highway limits of United States Avenue
(U.S. Route 9);

RUNNING THENCE along a curve to the right having a radius of 1139.71 feet, an
arc length distance of 11.83 feet to an iron pipe set at a point being located a
direct tie of South 22 degrees 36 minutes 07 seconds West 11.83 feet from the
last mentioned iron pipe set;

RUNNING THENCE North 73 degrees 16 minutes 03 seconds West a distance of 33.17
feet to an iron pipe set;

RUNNING THENCE South 24 degrees 12 minutes 12 seconds West a distance of 50.01
feet to an iron pipe set;

RUNNING THENCE South 73 degrees 16 minutes 03 seconds East a distance of 33.21
feet to an iron pipe set in the Westerly highway limits of United States Avenue
(U.S. Route 9);

RUNNING THENCE along a curve to the right having a radius of 1139.71 feet, an
arc length distance of 288.94 feet to the point of beginning being located a
direct tie of South 32 degrees 40 minutes 34 seconds West 288.17 feet from the
last mentioned iron pipe set.

                                       21


                            Schedule A Description

ALL that certain plot, piece, or parcel of land, with the buildings and
improvements thereon erected, situate, lying, and being in the Town of Hastings,
County of Oswego and State of New York, BEING a part of the Barnett J. Statts
Patent, and bounded and described as follows:

BEGINNING at a stone monument located on a radial line through station 2,
797+17.1 of the Barge Canal and 400 feet Northerly from its center line;

RUNNING THENCE Easterly on a curve with a radius of 1237.38 feet parallel to
said center line 31.85 feet more or less to a stone monument;

RUNNING THENCE North 83 degrees 34 minutes East along the Northerly line of the
Barge Canal 884.1 feet more or less to the West line of lands of the New York
Central Railroad Company;

RUNNING THENCE Northerly along the West line of said Railroad Company's land 295
feet more or less to the South line of the highway running from Brewerton to
Caughdenoy;

RUNNING THENCE Westerly along said South line of said highway 975.71 feet more
or less to the East line of the lands now or formerly owner by Sarah C. Walrath;

RUNNING THENCE South 10 degrees 41 minutes West course along said property line
354 feet to the point and place of BEGINNING.

IT IS the intention to include all the lands bounded on the South by the lands
of the State of New York, on the East by lands of the New York Central Railroad
Company, on the North by the highway leading from Brewerton to Caughdenoy, and
on the West by lands now or formerly owner by Sarah C. Walrath.

EXCEPTING, THEREFROM, ALL that certain plot, piece, or parcel of land, with the
buildings and improvements thereon erected, situate, lying, and being in the
Town of Hastings, County of Oswego and State of New York, described as follows:

BEGINNING at the point in the Southerly side of the highway running from
Brewerton to Caughdenoy distant 605 feet Southeasterly from the Northeast corner
of lands now or formerly owned by Sarah C. Walrath, measured along the Southerly
line of said highway;

RUNNING THENCE South 84 degrees 10 minutes East along the Southerly side of said
highway to an angle in said highway, now or formerly monumented by an iron pipe,
a distance of 172.2 feet;

RUNNING THENCE with an included angle of 181 degrees 53 minutes and continuing
along the Southerly line of said highway South 86 degrees 03 minutes East a
distance of 198.31 feet to the Westerly line of lands of The New York Central
Railroad Company;

                                       22


RUNNING THENCE in a Southerly direction along the Westerly line of lands of The
New York Railroad Company a distance of 295 feet more or less to the Northerly
line of the Barge Canal;

RUNNING THENCE South 88 degrees 34 minutes West along the Northerly line of the
Barge Canal a distance of approximately 265 feet to a point in other lands of
Socony-Vacuum Oil Company, Incorporated distant 225 feet Easterly measured along
a course forming a right angle with the Easterly line of land conveyed by
Socony-Vacuum Oil Company, Incorporated to Karl G. Timmerman by deed dated
December 3, 1940;

RUNNING THENCE North 03 degrees 41 minutes 09 seconds East along other land of
Socony-Vacuum Oil Company, Incorporated and parallel with and distant 225 feet
Easterly from the Easterly line of land conveyed to Karl G. Timmerman by said
deed dated December 3, 1940, a distance of approximately 275 feet to the point
and place of BEGINNING.

ALSO EXCEPTING the property conveyed by Buckley Petroleum Products, Inc. to New
York Transit Company, Inc., dated October 10, 1963 and recorded in the Oswego
County Clerk's Office on October 28, 1963 in Liber 668 of Deeds, page 189, and
described as follows:

ALL that certain plot, piece, or parcel of land, with the buildings and
improvements thereon erected,situate, lying, and being in the Town of Hastings,
County of Oswego and State of New York, being part of the Barnett J. Statts
Patent and being more particularly bounded and described as follows:

BEGINNING at an iron pipe in the Southerly line of the Caughdenoy-Brewerton
Road, South 84 degrees 10 minutes East along said Southerly line, 304.92 fee
from an iron pipe in the division line between lands of Buckley Petroleum
Products, Inc., and lands now or formerly owner by Sarah C. Walrath;

RUNNING THENCE South 84 degrees 10 minutes East along said Southerly road line,
90 feet to an iron pipe;

RUNNING THENCE South 06 degrees 11 minutes 20 seconds West 100 feet to an iron
pipe;

RUNNING THENCE South 83 degrees 48 minutes 40 seconds West to an iron pipe;

RUNNING THENCE North 06 degrees 11 minutes 20 seconds East 99.94 to the point
and place of BEGINNING.  Containing 0.207 acres of land.

BEING THE same premises conveyed to the Grantor by deed of Buckley Petroleum,
Inc., dated August 28, 1967 and recorded in the Oswego County Clerk's Office in
Liber 699 of Deeds at page 947.

(TEXT NOT ON ORIGINAL)...reason or any part of the above-described premises
being below the high water mark, or under waters of any body of water touched by
said premises.

ALSO EXCEPTING the property conveyed by Metropolitan Petroleum Company, Inc., to
Buckeye Pipe Line Company Inc. dated January 31, 1979 and recorded in the Oswego
County

                                       23


Clerk's Office on February 13, 1979 in Book of Deeds No. 824 page 502, and
described as follows:

ALL that certain plot, piece, or parcel of land, with the buildings and
improvements thereon erected, situate, lying, and being in the Village of
Brewerton, Town of Hastings, County of Oswego and State of New York, and bounded
and described as follows;

COMMENCING at the Northwest corner of Buckeye Pipe Line Company's Brewerton
Terminal Property, said corner being on the Southerly right of way line of the
Caughdenoy-Brewerton Road;

RUNNING THENCE Southerly along the West property line of the said Brewerton
Terminal Property, South 06 degrees 11 minutes 20 seconds West, a distance of
99.94 feet to a point which is the Southwest corner of the said Brewerton
Terminal Property;

RUNNING THENCE North 83 degrees 48 minutes 40 seconds West a distance of 50.00
feet to a point;

RUNNING THENCE North 06 degrees 11 minutes 20 seconds East a distance of 99.63
feet to a point on the Southerly right of way line of the said Caughdenoy-
Brewerton Road;

RUNNING THENCE along said road right of way South 84 degrees 10 minutes East a
distance of 50.00 feet to the point and place of BEGINNING.

SAID TRACT contains .114 of an acre of land, more or less.

                                       24


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
Ogdensburg, County of St. Lawrence and State of New York, bounded and described
as follow:

BEGINNING at a point in the Northwest margin of Riverside Avenue where the same
is intersected by the Northeast margin of Franklin Street, and

RUNNING THENCE from the point of beginning North 17 degrees 42 minutes 30
seconds West along said Northeast margin of Franklin Street, to a point in the
shoreline of the St. Lawrence River;

RUNNING THENCE Northeasterly along said shoreline, Northerly and Northeasterly,
along a retaining wall and shoreline, as it winds and turns, to a point that is
North 41 degrees 11 minutes East 505.37 feet from the last described point;

RUNNING THENCE South 20 degrees 03 minutes 20 seconds East, passing through a
utility pole on line, 670.66 feet to a point in the first mentioned Northwest
margin of Riverside Avenue, said point being North 20 degrees 03 minutes 20
seconds West 11.25 feet from a manhole;

RUNNING THENCE South 71 degrees 16 minutes 30 seconds West along said margin
116.43 feet to a point;

RUNNING THENCE South 18 degrees 43 minutes 30 seconds East continuing along said
margin, 10.00 feet to a point;

RUNNING THENCE South 71 degrees 16 minutes 30 seconds West, continuing along
said margin, 344.00 feet to the point and place of BEGINNING.

                                       25


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Village of Sackets Harbor, County of Jefferson and State of New York,
bounded and described as follows:

BEGINNING at an iron pipe in the Northwest margin of Ambrose Street, where the
same is intersected by the Northeast line of lands conveyed from J. Wayland
Brown, et al, to George Hall Corporation by deed dated June 20, 1955, and
recorded in the Jefferson County Clerk's Office in Liber 615 of Deeds at Page
231;

RUNNING THENCE from the point of beginning, South 54 degrees 05 minutes 23
seconds West along said Northwest margin, 341.53 feet to an iron pipe;

RUNNING THENCE South 38 degrees 09 minutes 45 seconds East 24.98 feet to a point
in the centerline of Ambrose Street;

RUNNING THENCE South 54 degrees 09 minutes 30 seconds West, along said
centerline 1292.34 feet to a point in said centerline where the same is
intersected by the Northeast line of lands formerly owned by J. Wayland Brown
(Liber 447 Page 297), said point being South 39 degrees 07 minutes 52 seconds
East 24.75 feet from an iron pipe;

RUNNING THENCE North 39 degrees 07 minutes 52 seconds West passing through said
iron pipe, 1690.46 feet to an iron pipe at a corner thereof;

RUNNING THENCE South 49 degrees 09 minutes 39 seconds West 180.00 feet to an
iron pipe;

RUNNING THENCE North 33 degrees 42 minutes 43 seconds West continuing along the
Northeast line of Brown, 347.38 feet to a point in the Southeast line of a
parcel of land conveyed from Augsbury Oil Corporation to the Village of Sackets
Harbor by deed recorded in Liber 857 of Deeds at Page 487;

RUNNING THENCE along the Southeast line thereof North 59 degrees 36 minutes 58
seconds East 26.00 feet to an angle;

RUNNING THENCE North 03 degrees 02 minutes 58 seconds East 105.8 feet to an
angle;

RUNNING THENCE North 11 degrees 11 minutes 02 seconds West continuing along said
line, 23.73 feet to its intersection with the Southeast line of a parcel of land
conveyed to Ralph E. Smith by deed recorded in Liber 918 of Deeds at Page 1120;

RUNNING THENCE North 53 degrees 17 minutes 54 seconds East along the Southeast
line thereof, 201.8 feet to an iron pipe at the most Southerly corner of lands
conveyed to Lahair (Liber 818 page 949);

RUNNING THENCE North 53 degrees 17 minutes 54 seconds East along the Southeast
line of Lahair, to an along the Southeast line of lands conveyed to Stevens, to
and along the Southeast

                                       26


line of lands conveyed to Miles and to and along the Southeast line of lands
conveyed to McMahon 266.50 feet to an iron pipe at the most Easterly corner of
McMahon

RUNNING THENCE North 36 degrees 33 minutes 46 seconds West along the Northeast
line thereof, 184.23 feet to a point in the centerline of Ontario Street, said
point being North 36 degrees 33 minutes 46 seconds West 20 feet from an iron
pipe;

RUNNING THENCE along said centerline North 64 degrees 25 minutes 25 seconds East
152.27 feet to an angle;

RUNNING THENCE North 63 degrees 51 minutes 07 seconds East continuing along said
centerline 348.80 feet to its intersection with the Northeast line of lands
conveyed to Bock (Liber 684 page 531), said point being South 24 degrees 51
minutes 45 seconds East 20.74 feet from an iron pipe;

RUNNING THENCE North 24 degrees 51 minutes 45 seconds West passing through said
iron pipe 69.03 feet to an iron pipe on the top of the bank;

RUNNING THENCE and continuing along the same bearing North 24 degrees 51 minutes
45 seconds West 10 feet, plus or minus, to a point in the shoreline of Black
River Bay in Lake Ontario;

RUNNING THENCE Northeasterly along said shoreline as it winds and turns to a
point that is North 32 degrees 12 minutes 48 seconds West 10 feet from an iron
pipe;

RUNNING THENCE South 32 degrees 12 minutes 48 seconds East to said iron pipe, it
being North 66 degrees 47 minutes 34 seconds East 817.07 feet from the last
described iron pipe;

RUNNING THENCE and continuing on the same bearing South 32 degrees 12 minutes 48
seconds East 42.50 feet to an iron pipe in the Southeast margin of Ontario
Street and at a corner of a 4.01 acre parcel conveyed from George Hall
Corporation to Village of Sackets Harbor by deed dated May 1, 1968, and recorded
in Liber 807 of Deeds at Page 581;

RUNNING THENCE South 63 degrees 55 minutes 54 seconds West along the Northwest
line thereof, 50.00 feet to an iron pipe;

RUNNING THENCE South 32 degrees 12 minutes 06 seconds East along the Southwest
line of said lands conveyed to Village of Sackets Harbor 324.56 feet to an iron
pipe;

RUNNING THENCE South 52 degrees 20 minutes 15 seconds West along the Northwest
line thereof 288.74 feet to an iron pipe ;

RUNNING THENCE South 38 degrees 04 minutes 14 seconds East along the Southwest
line of said parcel to and along the Southwest line of a parcel of land conveyed
from The Augsbury Corporation to Village of Sackets Harbor by deed dated
November 15, 1982, and recorded in Liber 927 of Deeds at page 580, 669.82 feet
to an iron pipe at the most Southerly corner thereof;

                                       27


RUNNING THENCE North 51 degrees 53 minutes 44 seconds East along the Southeast
line of said parcel 500.00 feet to an iron pipe;

RUNNING THENCE North 38 degrees 04 minutes 18 seconds West along the Northeast
line of said parcel 167.96 feet to a point on the Southeast line of a parcel of
Land conveyed from George Hall Corporation to The People of the State of New
York be deed dated July 19, 1967 and recorded in Liber 799 of Deeds at Page 4l4;

RUNNING THENCE North 52 degrees 07 minutes 45 seconds East along said Southeast
line 123.60 feet to an iron pipe at the most Easterly corner thereof;

RUNNING THENCE North 52 degrees 16 minutes 45 seconds East to and along the
Southeast margin of Hill Street 504.79 feet to an iron pipe at a corner of lands
of Sackets Harbor Fire Company;

RUNNING THENCE South 37 degrees 54 minutes 53 seconds East along the Southwest
line thereof 479.86 feet to an iron pipe;

RUNNING THENCE South 52 degrees 12 minutes 30 seconds West along the Northwest
margin of Ray Street 194.44 feet to an iron pipe;

RUNNING THENCE South 37 degrees 46 minutes 23 seconds East crossing said Ray
Street 175.55 feet to an iron pipe;

RUNNING THENCE North 52 degrees 12 minutes 10 seconds East 39.57 feet to an iron
pipe;

RUNNING THENCE South 37 degrees 54 minutes 48 seconds East 149.60 feet to an
iron pipe in the Northwest margin of Bayard Street;

RUNNING THENCE South 52 degrees 13 minutes 55 seconds West along said margin and
the Southwesterly prolongation thereof 541.08 feet to an iron pipe;

RUNNING THENCE South 37 degrees 18 minutes 23 seconds East 220.07 feet to an
iron pipe;

RUNNING THENCE South 48 degrees 12 minutes 48 seconds West 99.29 feet to an iron
pipe;

RUNNING THENCE South 35 degrees 17 minutes 40 seconds East 203.62 feet to the
point and place of BEGINNING.

TOGETHER WITH an easement 54 feet in width as reserved in the deed to Plaza
Group Associates dated 11/18/86 and recorded 11/26/86 in Liber 1049 page 242,
but only in so far as it crosses the premises described in said deed, and
excepting out of the above described premises the premises conveyed by said
deed.

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Village of Sackets Harbor, County of Jefferson and State of New York,
bounded and described as follows:

                                       28


BEGINNING at a point in the Southeast margin of Ambrose Street, where the same
is intersected by the Southwest line of the first parcel in a deed from Lehigh
Portland Cement Company to Augsbury Oil Corporation dated April 19, 1971, and
recorded in the Jefferson County Clerk's Office in Liber 829 of Deeds at Page
242, and the Northeast line of lands of Merle Bolton;

RUNNING THENCE from the point of beginning North 53 degrees 59 minutes East
along the Southeast margin of Ambrose Street 1228.6 feet to an angle;

RUNNING THENCE North 53 degrees 40 minutes East continuing along said margin
665.4 feet to its intersection with the Southwest margin of Edmond Street;

RUNNING THENCE South 35 degrees 45 minutes East along said margin 42.2 feet to
its intersection with the Southeast line of the aforementioned first parcel of
land conveyed to The Augsbury Corporation in Liber 829 of deeds at page 242;

RUNNING THENCE Southeasterly on a curve to the left and along the remains of a
fence line to a point that is South 06 degrees 41 minutes East 1551.6 feet from
the last described point said point being in the Southwest line of lands
conveyed to Dexter R. Fidler by deed recorded in Liber 922 of Deeds at Page 119
and in the Northeast line of lands conveyed to Robert C. Huntley, et, ux, by
deed recorded in Liber 893 of Deeds at Page 175;

RUNNING THENCE North 80 degrees 03 minutes 30 seconds West along the Northeast
line of Huntley 93.0 feet to a corner;

RUNNING THENCE Southeasterly on a curve to the left to a point that is South 40
degrees 56 minutes East 453.4 feet from the last described point;

RUNNING THENCE South 49 degrees 41 minutes East 751.0 feet to a point in the
centerline of Adams Road;

RUNNING THENCE South 18 degrees 59 minutes East along said centerline 129.2 feet
to a point;

RUNNING THENCE North 49 degrees 41 minutes West along the remains of a fence
line 862.1 feet to an existing square iron bar;

RUNNING THENCE Northeasterly on a curve to the right to an existing square bar
that is North 39 degrees 51 minutes West 531.2 feet from the last described iron
bar;

RUNNING THENCE North 80 degrees 08 minutes 30 seconds West along a Northeast
line of the aforementioned lands conveyed to Huntley 1513.0 feet to a square
iron bar at a corner therein and in the Northeast line of the first mentioned
lands conveyed to Merle Bolton;

RUNNING THENCE North 21 degrees 33 minuets West along said Northeast line and
along a fence line 180.9 feet to the point and place of BEGINNING.

                                       29


                                  Schedule A

THAT TRACT OR PARCEL OF LAND situate in the Village of Saranac Lake, Town of
Harrietstown, County of Franklin and State of New York, and being all those two
certain Village lots in Township 21, Great Tract One of Macomb's purchase, and
known and designated as lots numbers 7 & 8 in section 4 on a certain map and
survey made by G.T. Chellis, Esq., Surveyor in 1891, subdividing the Greenough
25-acre lot which map and survey are on file in the office of the clerk of
Franklin County, reference thereto is hereby made for a more complete
description of said lot.

ALSO, ALL THOSE TWO CERTAIN VILLAGE LOTS in said Village, Town, County, and
State, and known and designated as Lots No. 1 & 2 in Section No. 7 on a certain
map and survey of the Greenough 25-acre lot so-called, which said map is on file
in the office of the County of Franklin, and to which reference is hereby had
for a more definite description of the said lot.

Excepting therefrom so much thereof as was conveyed by Boyce and Roberson, Inc.
to Moreland L. Flagg and Bessie F. Flagg by the deed dated 4/29/65 and recorded
5/2/65 in Liber 426 Page 302 and described as follows:

ALL THAT TRACT OR PARCEL OF LAND situate in the Village of Saranac Lake, County
of Franklin and State of New York, and being part of all those two certain
Village lots in Township 21, Great Tract One of Macomb's Purchase, known and
designated as Lots 7 & 8 in Section 4 on a certain map and survey made by G.T.
Chellis, Esq., surveyor, in 1891, subdividing the Greenough 25-acre lot, which
map and survey are on file in the Office of the Clerk of Franklin County, and
reference thereto is hereby made for a more complete description of said lots,
and being more particularly described as follows:

BEGINNING at a point at the Southeast corner of said Lot No. 7;

THENCE RUNNING along Lots Nos. 7 & 8 to the Southwest corner of Lot No. 8;

THENCE RUNNING along the Northerly line between the division line of Lot Nos. 8
& 9, 65 feet;

THENCE parallel to the North line of Lot No. 6 as shown on said map to a point
in the Easterly line of said Lot No. 7;

THENCE Southerly along the East line of Lot No. 7 to the point or place of
BEGINNING.

                                       30


                            Schedule A Description

PARCEL I:  LOTS 18-25
- --------

ALL those certain lots, parcels of land, situate, lying, and being at Westbury
(Outside of the Incorporated Village) in the Town of North Hempstead, County of
Nassau and State of New York, and more particularly known and designated as Lots
18, 19, 20, 21, 22, 23, 24 and 25, located in Block 71 on a certain map
entitled, "2nd Map of the City of New Cassel, Queens County, L.I., N.Y.,
surveyed August 1891 by Wm. E. Hawxhurst, Surveyor, drawn by C.A. Leaf, C.E."
and filed in Queens County April 22, 1892 as Map No. 256, and subsequently filed
in the Nassau County Clerk's Office as Map No. 3, Now No. 14.

PARCEL II:
- ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being at
Westbury, (Outside of the Incorporated Village) in the Town of North Hempstead,
County of Nassau and State of New York, and more particularly known and
designated as part of Lot 45, located in Block 71 on a certain map entitled "2nd
Map of the City of New Cassel, Queens Co., L.I., N.Y., surveyed August 1891 by
Wm. E. Hawxhurst, Surveyor, dawn by C.A. Leaf, C.E." and filed in Queens Co.
4/22/1892 as Map No. 256 and subsequently filed in the Nassau County Clerk's
Office as Map No. 3, Now No. 14, which is more particularly bounded and
described as follows:

BEGINNING at a point on the Westerly side of Hopper Street, distant 425 feet
Southerly from the intersection of the Southerly side of Main Street with the
Westerly side of Hopper Street;

RUNNING THENCE South 1 degree, 11 minutes, 00 seconds West along the Westerly
side of Hopper Street 6.08 feet;

THENCE North 88 degrees, 49 minutes, 00 seconds West 100 feet;

THENCE North 1 degree, 11 minutes, 00 seconds, East 6.08 feet;

THENCE South 88 degrees, 49 minutes, 00 seconds, East 100 feet to the Westerly
side of Hopper Street, the point or place of BEGINNING.

ALL that tract or parcel of land, situate in the Village of Saranac Lake, County
of Franklin and State of New York, being a portion of Township No. 21, Great
Tract One of Macomb's Purchase, bounded and described as follows, to wit:

BEGINNING in the center of the Street known as Broadway in a line with a picket
fence on the northwesterly side of Willard Derby's front yard;

RUNNING THENCE South 57 degrees 30 minutes West 7 rods and 24 links to an iron
pipe or hub at the southeast corner of Latour's barn;

                                       31


THENCE South 37 degrees East 96 links to a cedar post at the southwest corner of
Mrs. E. Morrow's lot;

THENCE North 62 degrees 30 minutes East along the northwesterly side of the said
Morrow Lot 8 rods 2 1/2 links to the center of the before mentioned street;

THENCE northwesterly along center of said street 4 rods and 14 links the place
of BEGINNING.

ALSO, ALL that other tract or parcel of land, situate the same Village, Town,
County and State and bounded and described as follows, to wit:

BEGINNING at an iron pipe driven in the ground at the S.E. Corner of Elisha
Latour's barn on the southerly side of Broadway, it also being the Southwesterly
corner of a lot owned by James A. Latour (above described);

RUNNING THENCE South 57 degrees 30 minutes West 15 feet;

THENCE South 37 degrees East 96 links;

THENCE North 62 degrees 30 minutes East 15 feet to the Southwesterly corner of
the James A. Latour lot as hereinabove described;

THENCE northerly along the said Latour's westerly line to the place of
BEGINNING.

ALSO, that other tract or parcel of land, situate in the same Village, Town,
County and State, and bounded and described as follows, to wit:

BEGINNING at an iron hub driven in the highway (Broadway) leading from the
Saranac River to the A. & St. L.R.R. station, which hub is South 57 degrees 15
minutes West 75 links from the northwesterly corner post of the fence around the
property of Willard Derby in said Village;

RUNNING THENCE South 57 1/4 degrees 1 chain and 91 1/2 links to an iron hub
driven into the ground near the southwesterly corner of the barn erected upon
said property by Elisha Latour;

THENCE North 36 degrees 30 minute West 83 links to an iron hub driven into the
ground;

THENCE North 60 degrees 30 minutes East 1 chain and 97 links to the center of
said highway at an iron hub, there driven and being 72 links from the
Northeasterly corner and 79 links from the Southeasterly corner of a dwelling
house erected upon said premises by Elisha Latour;

THENCE South 33 1/2 degrees East along the center of said highway 74 1/2 links
to the point or place of BEGINNING.

EXCEPTION AND RESERVING all that tract or parcel of land, situated in the
Village, Town, County, and State aforesaid bounded and described as follows, to
wit:

                                       32


BEGINNING at a copper bolt set in the outer edge of the sidewalk on the westerly
side of Broadway, whence a drill hole in the center of the street bears North 62
degrees 54 minutes East 23.39 feet;

RUNNING THENCE North 39 degrees 40 minutes West along in the west bounds of
Broadway 60.00 feet to a copper bolt set in the outer edge of the sidewalk;

THENCE South 56 degrees 06 minutes West 121.28 feet to an iron pipe in the rear
line of the Tuffiled Latour lands;

THENCE South 37 degrees East 45.64 feet to a copper bolt set in a stone;

THENCE North 62 degrees 34 minutes East along the south bounds of the Tuffield
Latour property to the point or place of BEGINNING.

ALSO EXCEPTING THEREFROM so much thereof as was acquired by the People of the
State of New York by notice of appropriation recorded in Liber 688 Page 91.

                                       33


                                  SCHEDULE A
                                  ----------

PARCEL 1:
- --------

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, situate in the Town of
Plattsburgh, Clinton County, New York bounded and described as follows:

Beginning at an iron pipe found in the easterly bounds of NYS Rte 9, which point
is also the southwest corner of lands now or formerly owned by Bray Terminals
Inc. (Vol. 560 page 660);

THENCE South 78 degrees 40 minutes 54 seconds East, along the southerly bounds
of the aforesaid Bray Terminals Inc., 472.28 feet to 3/4" iron pipe found in the
westerly bounds of lands now or formerly owned by the Delaware and Hudson
Railroad Corp., which point is the northeast corner of the parcel hereby
described, and is also the southeast corner of the aforesaid Bray Terminals,
Inc.;

THENCE southwesterly along the westerly bounds of the aforesaid Delaware and
Hudson Railroad Corp. and along a curve concave to the southwest, said curve
having a radius of 2815.43 feet, and passing through an angle of 02 degrees 05
minutes 27 seconds, 102.74 feet to the beginning of said curve;

THENCE South 26 degrees 24 minutes 11 seconds West, and continuing along the
westerly bounds of said Delaware and Hudson Railroad Corp. 296.92 feet to a 3/4"
iron pipe found, which point is the southeast corner of the parcel hereby
described and which point is also the northeast corner of lands now or formerly
owned by the George Hall Corp. (Vol. 375, Page 473);

THENCE North 80 degrees 29 minutes 18 seconds West, a long the northerly bounds
of the aforesaid George Hall Corp., 326.50 feet to a chiseled cross in a
concrete headwall in the easterly bounds of NYS Rte. 9, which point is the
southwest corner of the parcel hereby described and is also the northwest corner
of the aforesaid George Hall Corp.;

THENCE North 04 degrees 48 minutes 03 seconds East along the easterly bounds of
NYS Rte. 9, 399.23 feet to the point or placed of beginning.

PARCEL 2:
- --------

Shown as being owned by George Hall Corp. (Vol. 375, Page 473) beginning at a
chiseled cross found in a concrete headwall in the easterly bounds of NYS Rte.
9, which point is also the southwest corner of lands of Augsbury Terminals, Inc.
(Vol. 342, Page 327), and being Parcel 1 above;

THENCE South 80 degrees 29 minutes 18 seconds East, along the southerly bounds
of said Augsbury Terminals, Inc., 326.50 feet to a 3/4" iron pipe found in the
westerly bounds of lands now or formerly owned by the Delaware and Hudson
Railroad Corp., which point is the northeast corner of the parcel hereby
described and is also the southeast corner of Augsbury Terminals, Inc.;

                                       34


THENCE South 26 degrees 58 minutes 07 seconds West, along the westerly bounds of
aforesaid Delaware and Hudson Railroad Corp. 203.44 feet to an iron bolt found,
which point is the southeast corner of the parcel hereby described and is also
the northeast corner of lands now or formerly owned by Ramona A. Harlem (Vol.
594, Page 324);

THENCE North 80 degrees 27 degrees 31 seconds West, along the northerly bounds
of aforesaid Harlem, 249.55 feet to an iron pipe found in the easterly bounds of
NYS Rte. 9, which point is the southwest corner of the parcel hereby described
and is also the northeast corner of aforesaid Harlem;

THENCE North 04 degrees 48 minutes 32 seconds East, along the easterly bound of
NYS Rte. 9, 79.51 feet to a 1/2" crimped iron pipe found;

THENCE North 04 degrees 49 minutes 45 seconds East and continuing along the
easterly bounds of NYS Rte. 9, 115.08 feet to the point or place of beginning.

PARCEL 3:
- --------

Shown as being owned by George Hall Corp. (Vol. 340, page 493), beginning at a
1/2" crimped iron pipe found in the easterly bounds of the Delaware and Hudson
Railroad Corp., which point is also the southwest corner of lands now or
formerly owned by Robert B. Church et at (Vol. 346, Page 235);

THENCE South 56 degrees 24 minutes 58 seconds East, along the southerly bounds
of a aforesaid Church, 80.22 feet to a 1/2" iron pipe found;

THENCE continuing on the same bearing of South 56 degrees 24 minutes 58 seconds
East and continuing along the southerly bounds of aforesaid Church, 81 feet more
or less, to the highwater mark of Lake Champlain, which point is the northeast
corner of the parcel hereby described and is also the southeast corner of
aforesaid Church;

THENCE Southerly, along the highwater mark of Lake Champlain, 780 feet, more or
less, to a point, which point is the southeast corner of the parcel hereby
described and is also the northeast corner of lands now or formerly owned by
jack and Debra Conroy (Vol. 633, page 736);

THENCE along the northerly bounds of aforesaid Conroy, on the following bearings
and distances;

North 83 degrees 03 minutes 39 seconds West, 65 feet more or less to an iron
pipe found, which point is located South 00 degrees 50 minutes 01 seconds East,
805.27 feet from the last previously described iron pipe found;

North 83 degrees 03 minutes 39 seconds West, 90.00 feet to an iron pipe found;

North 83 degrees 03 minutes 39 seconds West, 353.35 feet to an iron bolt found
in the easterly bounds of the aforesaid Delaware and Hudson Railroad Corp. which
point is the southwest corner of the parcel hereby described and is also the
northwest corner of aforesaid Conroy;

                                       35


THENCE North 26 degrees 12 minutes 13 seconds East, along the easterly bounds of
the aforesaid Delaware and Hudson Railroad Corp. 462.86 feet the beginning of a
curve concave to the north, said curve having a radius of 2914.43 feet;

THENCE northeasterly along said curve, continuing along the easterly bounds of
the aforesaid Delaware and Hudson Railroad Corp. passing through an angle of 06
degrees 59 minutes, 355.22 feet to the end of said curve;

THENCE North 19 degrees 32 minutes 16 seconds East and continuing along the
easterly bounds of said Delaware and Hudson Railroad Corp., 56.95 feet to the
point or place of beginning.

Together with a right of way to be used jointly with Church Oil Company, Inc.,
and Fort Edward Express Company, Inc., their successors and assigns, twenty-five
feet (25') wide easterly and westerly and running northerly from the parcel
hereinabove conveyed along the westerly boundary line of the Delaware & Hudson
Railroad Corporation right of way two hundred ninety-one and fifty-one
hundredths feet (291.51'), more or less, to the right of way from the said U.S.
Route #9 to Lake Champlain, under said right of way, and along the second parcel
of property described in the deed from Paul F. Hillman and Walter H. Church to
Fort Edward Express Company, Inc. and Church Oil Company, Inc., dated August 28,
1952, and recorded in the Clinton County Clerk's Office on May 7, 1953, in
Volume 322 of Deeds at page 99, about one hundred seven feet (107') more or
less, to the north side of a culvert passing underneath the Delaware & Hudson
Railroad Corporation right of way. Being the same right of way designated as
"25' R.O.W. for Pipe Lines," shown on "Map of Lands of Fort Edward Express
Company, Inc., and Church Oil Co. Inc., with George Hall Corp. Land Shown, East
Side Lake Shore Road, U.S. #9, Town of Plattsburgh, Clinton County, New York,
from Field Survey 7-4-53 by R.H. Ladue & G. Barber, map prepared by R.H. Ladue,
N.Y.S.L.S. #24928, dated 7-22-53, filed in the Clinton County Clerk's Office on
the 5th day of August, 1953.

Together with the joint use with Fort Edward Express Company, Inc. and Church
Oil Company, Inc. their successors and assigns, of a license and permit dated
August 8, 1950, between the Delaware & Hudson Railroad Corporation, licensor and
Paul F. Hillman and Walter H. Church, Licensees, licensing and permitting the
said Licensees to place four six inch (6") pipes to carry gasoline and oil
underneath and across the right of way and railroad tracks, partly within limits
of a culvert of the licensor, at Valuation Station 4551=05 in the Town of
Plattsburgh, County of Clinton and State of New York, the approximate location
of said pipes to be indicated by solid red line and marked "4-6" Pipe Lines" on
the map attached to said agreement entitled, "Miscellaneous Document No. 17483."

Together with a right of way to be used jointly with Church Oil Company, Inc.,
and Fort Edward Express Company, Inc., their successors and assigns, six feet
(6') wide running in a generally easterly direction from the easterly line of
the Delaware & Hudson Railroad Corporation right of way opposite the culvert,
hereinabove referred to, to the water line of Lake Champlain; said right of way
to run parallel to the northerly line of the premises conveyed by Paul F.
Hillman and Walter Church, to Fort Edward Express Company, Inc. & Church Oil
Company, Inc., by deed

                                       36


dated August 28, 1952, and recorded in the Clinton County Clerk's Office on May
7, 1953, in Volume 322 of Deeds at page 103. Being the same right of way
designated, "6' R.O.W. to Lake," shown on, "Map of Lands of Fort Edward Express
Co. Inc., and Church Oil Company, Inc.; with George Hall Corp. Land shown East
Side Lake Shore Road, U.S. #9, Town of Plattsburgh, Clinton County, New York,
from Field Survey 7-4-53 by R.H. Ladue & G. Barber. Map prepared by R.H. Ladue,
N.Y.S.L.S. #24928, dated 7-22-53" filed in the Clinton County Clerk's Office on
the 5th day of August, 1953.

Together with a right of way to be used jointly with Church Oil Company, Inc.
and Fort Edward Express Company, Inc., their successors and assigns, ten feet
(10') wide easterly and westerly and running southerly from the six foot (6')
right of way to Lake, hereinabove described, along the easterly boundary line of
the Delaware & Hudson Railroad Corporation right of way to the right of way
designated as "12' R.O.W. to Lake Front Property - (Reserved by Brandon)", shown
on "map of lands of Fort Edward Express Co. Inc., and Church Oil Company, Inc.;
with George Hall Corp. land shown East Side Lake Shore Road, U.S. #9, Town of
Plattsburgh, Clinton County, New York, from Field Survey 7-4-53 by R.H. Ladue &
G. Barber. Map prepared by R.H. Ladue N.Y.S.L.S. #24928, dated 7-22-53," filed
in the Clinton County Clerk's Office on the 5th day of August, 1953. Being the
same right of way designated as "10' R.O.W. on said map being a part of the same
premises conveyed by Paul F. Hillman and Walter Church to Fort Edward Express
Company, Inc., and Church Oil Company, Inc. by deed dated August 28, 1952, and
recorded in the Clinton County Clerk's Office on May 7, 1953, in Volume 322 of
Deeds at page 103.

Also the use of the right of way from said State Highway easterly to Lake
Champlain located northerly and adjacent to the first parcel of premises
descried in the deed dated August 28, 1952, from Paul F. Hillman and Walter H.
Church, to Fort Edward Express Company, Inc. and Church Oil Company, Inc.
recorded in the Clinton County Clerk's Office on May 7, 1953, in Volume 322 of
Deeds at page 99, together with Church Oil Company, Inc., Fort Edward Express
Company, Inc. and all other persons having the right to use the said right of
way, intending to include herein the right of ingress and egress to the "25'
R.O.W. for Pipe Lines," hereinabove described and the "10' R.O.W." hereinabove
described in the preceding paragraph. Being the right of way designated, "12'
R.O.W. to Lake Front Property - (reserved by Brandon) shown on "Map of Lands of
Fort Edward Express Co., Inc. and Church Oil Co. Inc.; with George Hall Corp.
Land shown East side Lake Shore Road, U.S. #9, Town of Plattsburgh, Clinton
County, New York. From Field Survey 7-4-53 by R.H. Ladue & G. Barber. Map
prepared by R.H. Ladue N.Y.S.L.S. #24928, dated 7-22-53," filed in the Clinton
County Clerk's Office on the 5th day of August, 1953.

[ORIGINAL TEXT UNREADABLE] Inc. and Church Oil Company, Inc., their successors
and assigns, of the riparian rights owned by Fort Edward Express Company, Inc.
and Church Oil Company, Inc. along the shore and in the waters of Lake Champlain
at the easterly end of the "6' R.O.W.l to Lake," shown on, "Map of Lands of Fort
Edward Express Co. Inc., and Church Oil Co. Inc.; with George Hall Corp. Land
shown, East Side Lake Shore Road, U.S. #9, Town of Plattsburgh, Clinton County,
New York, from Field Survey 7-4-53 by R.H. Ladue & G. Barber, Map prepared by
R.H. Ladue, N.Y.S.L.S. #24928, dated 7-22-53," filed in the Clinton County

                                       37


Clerk's Office on the 5th day of August, 1953, granting to said George Hall
Corporation, its successors and assigns, irrevocable permission and consent to
build and construct such pier or piers and dolphin or dolphins off shore in Lake
Champlain fronting the lands owned by said Fort Edward Express Company, Inc. and
Church Oil Company, Inc. on the shore of said lake as it may deem necessary for
the operation of a bulk plant or storage facility on the premises herein before
conveyed with further permission and consent to lay pipe lines on the bed of the
Lake to said pier or piers subject to obtaining permission of the State of New
York, the United States Government, and any other governmental authority as may
be the owner of such lands under water or may have control of navigation
thereover.

The rights of way hereinabove described are for the purpose of laying and
maintaining pipe lines for carrying petroleum products and maintaining such
lines, and the rights of way include the right of ingress and egress, upon said
right of way for the purpose of constructing, maintaining, and inspecting such
pipe lines.

Church Oil Company, Inc., and Fort Edward Express Company, Inc. their successors
and assigns, reserve the right to connect to and use said pipe lines along any
part of said right of way together with George Hall Corporation, its successors
and assigns, upon the condition that they shall, at the time of making such
connection, pay to George Hall Corporation, its successors and assigns, one-half
of the cost of construction of said pipe lines from the point of connection to
the termination of said pipe lines in Lake Champlain, and that they shall
thereafter during such period of use pay one-half of the cost of maintaining and
repairing said pipe lines.

Church Oil Company, Inc., and Fort Edward Express Company, Inc., their
successors and assigns, also reserve the right to use the boat anchorage and
pipe lines in Lake Champlain at the termination of said pipe lines as
hereinbefore described along said right of way, upon the condition that they
shall at the time of making such use pay to George Hall Corporation, its
successors and assigns, one-half of the cost of construction of said boat
anchorage including dolphins and piers as well as thereafter during such period
of use, paying one-half of the cost of maintaining and repairing said boat
anchorage, piers and dolphins.

Reserving, however, an easement of right of way for the purpose of a water line
to furnish water for drinking purposes and household use for five (5) cottages,
said easement being described in an instrument between Ashville Brandon and
Easter Howard Brandon to Carl A. Warn and Clara I. Warn dated November 2, 1944,
and recorded November 2, 1944, in Volume 213 of Deeds at page 94, Clinton County
Clerk's Office.

Also reserving the use of the right of way from the State Highway easterly to
Lake Champlain, said right of way to be used in common between the parties
hereto and with others.

                                       38

EX-3.19

                                                                    EXHIBIT 3.19

                           CERTIFICATE OF FORMATION

                                      OF

                             EMPIRE STATE II, LLC


     1.  The name of the limited liability company is Empire State II, LLC.

     2.  The address of the registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent is The Corporation Trust
Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Empire State II, LLC this 14th day of October, 1998.



                      Empire State II, LLC
                         By:  Northeast Restoration Company, LLC, Member
                         By:  LandBank Environmental Properties, LLC,
                                Managing Member
                         By:  LandBank, Inc., Managing Member



                         By:    /s/ James M. Redwine
                             --------------------------
                                    James M. Redwine
                                    Assistant Secretary

EX-3.20

                                                                    Exhibit 3.20
                                                                    ------------

                      LIMITED LIABILITY COMPANY AGREEMENT

                                      FOR

                              EMPIRE STATE II, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY

          This Limited Liability Company Agreement for EMPIRE STATE II, LLC, a
Delaware limited liability company (the "Agreement") is made as of October 14,
                                         ---------
1998, by and between NORTHEAST RESTORATION COMPANY, LLC, a Delaware limited
liability company (the "Member"), and LANDBANK ENVIRONMENTAL PROPERTIES LLC, a
                        ------
Delaware limited liability company (the "Manager").
                                         -------

          NOW, THEREFORE, the Member and the Manager hereby adopt this Limited
Liability Company Agreement for the Company upon the terms and subject to the
conditions set forth herein.

                                  ARTICLE I.

                                  DEFINITIONS

          As used in this Agreement, the following terms shall have the
following meanings:

          1.1  "Act" shall mean the Delaware Limited Liability Company Act as
                ---
set forth in Chapter 18 (commencing with Section 18-101) of the General
Corporation Law of the State of Delaware (or any corresponding provision or
provisions of any succeeding law).

          1.2  "Affiliate" or "affiliate" shall mean any individual,
                ---------      ---------
partnership, corporation, trust or other entity or association, directly or
indirectly, through one or more intermediaries, controlling, controlled by, or
under common control with a person. The term "control," as used in the
immediately preceding sentence, means, with respect to a corporation or limited
liability company, the right to exercise, directly or indirectly, more than
fifty percent (50.0%) of the voting rights attributable to the controlled
corporation or limited liability company, and, with respect to any individual,
partnership, trust, other entity or association, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled individual or entity.

          1.3  "AFMC" shall mean AFMC Inc., a Delaware corporation.
                ----


          1.4  "AFMC Agreement" shall mean that certain Contract of Sale between
                --------------
LandBank and AFMC dated as of August 12, 1998, for the purchase of the Property.

          1.5  "Agreement" or "this Agreement" means the limited liability
                ---------      --------------
company agreement of the Company as adopted herein and as may be further amended
from time to time as permitted hereunder.

          1.6  "AI" shall mean Arsenault Investments LLC, a Colorado limited
                --
liability company, and its successors in interest.

          1.7  "Capital Contribution" shall mean the amount of cash or the
                --------------------
agreed fair market value of other property contributed to the Company by a
Member and credited to the Member's Capital Account as provided in Article 3
hereof.

          1.8  "Cash Flow" shall mean the cash flow of the Company that is
                ---------
available for distribution to the Member and which, as to any particular Fiscal
Year or portion thereof, consists of the gross revenues of the Company,
including any Capital Contributions made by a Member to the Company, less (i)
the aggregate amount of all costs paid by the Company during such fiscal period
for the operations of the Company, including, without limitation, payments of
any fees or costs to a Member or its Affiliates as permitted herein, all
payments required under the Loan Documents, and all other operating costs of the
Company, and less (ii) all reserves required to complete the Restoration of the
Properties, and other appropriate reserves for the anticipated costs of the
Company.

          1.9  "Certificate" shall mean the Certificate of Formation for the
                -----------
Company originally filed with the Delaware Secretary of State and as amended
from time to time.

          1.10  "Closing" shall mean the closing of the acquisition of the
                 -------
Properties by the Company in accordance with the AFMC Agreement.

          1.11  "Code" shall mean the Internal Revenue Code of 1986, as amended
                 ----
from time to time, and the provisions of succeeding law.

          1.12  "Company" shall mean Empire State II, LLC, a Delaware limited
                 -------
liability company.

          1.13  "Fiscal Year" shall mean the Company's fiscal year, which shall
                 -----------
be the calendar year or, at the option of the Manager, a 52/53 week year.

                                       2


          1.14  "Insurance Underwriting Fee" shall mean the fee payable to LBEP,
                 --------------------------
in the amount provided in Section 5.5.1 hereof.

          1.15  "LandBank" shall mean LandBank, Inc., a Delaware corporation,
                 --------
and its successors in interest.

          1.16  "LandBank Services" shall mean the tasks which LBEP agrees to
                 -----------------
undertake with respect to the Project, which shall include the following: (i)
environmental due diligence prior to purchase of the Property; (ii) real estate
due diligence prior to purchase of the Property; (iii) underwriting and
placement of environmental insurance policies; (iv) development of all plans
required to complete remediation; (v) oversight of cleanup activities; (vi)
preparing a cash flow model and critical path for the Project; (vii) designing
and implementing an exit strategy for each Property; (viii) directing and
managing the sale of the Property; (ix) performing all management and
administrative functions of the Company; and (x) engaging attorneys,
accountants, and other professionals on behalf of the Company as may be
necessary to perform the tasks mentioned in (i) - (ix).

          1.17  "LBEP" shall mean LandBank Environmental Properties LLC, a
                 ----
Delaware limited liability company, and its successors in interest.

          1.18  "Loan" shall mean that certain loan in the original principal
                 ----
amount of $2,500,000 made by Arsenault Acquisitions Corporation, a Colorado
corporation, to Northeast.

          1.19  "Loan Documents" shall mean the promissory note and all other
                 --------------
documents evidencing or securing the Loan.

          1.20  "Manager" shall mean LBEP or its successor pursuant to Section
                 -------
5.6 hereof.

          1.21  "Member" shall mean Northeast, and any other person from time to
                 ------
time who may be admitted to the Company as a Member in accordance with the
Certificate and this Agreement or is a permitted assignee who has become a
Member in accordance with Article 4, and who has not resigned, withdrawn, been
expelled or, if other than an individual, dissolved.

          1.22  "Northeast" shall mean Northeast Restoration Company, LLC, a
                 ---------
Delaware limited liability company, and its successors in interest.

          1.23  "Option Agreement" shall mean that certain Option Agreement
                 ----------------
between Northeast and AI dated November 17, 1998, pursuant to which AI may elect
to become a member of Northeast on the terms set forth therein.

                                       3


          1.24  "Project" shall mean the Properties and the improvements thereon
                 -------
and the personal property used in connection therewith, including all
entitlements related thereto, and the Company's planned remediation and sale of
such real property.

          1.25  "Project Budget" shall mean the most recently updated and
                 --------------
approved Project Budget as provided in Section 5.2 hereof.

          1.26  "Property" and "Properties" shall mean each and all of the
                 --------       ----------
parcels of real property to be acquired by the Company pursuant to the AFMC
Agreement, more particularly described in Exhibit A attached hereto.
                                          ---------

          1.27  "Remediation Management Fee" shall mean the fee payable to the
                 --------------------------
Manager for the LandBank Services in supervising any and all environmental
remediation on the Property, in the amount provided in Section 5.5.2 hereof.

          1.28  "Restoration" shall mean the environmental remediation of the
                 -----------
Properties, including without limitation, moving and handling of contaminated
soil, and obtaining a "no further action" letter (or its equivalent) from the
applicable governmental agency or agencies exercising environmental jurisdiction
over the Properties.

          1.29  "Term" shall have the meaning ascribed to it in Section 2.2
                 ----
hereof.

          1.30  "Treasury Regulations" shall, unless the context clearly
                 --------------------
indicates otherwise, mean the final or temporary regulations in force at any
moment in time that have been issued by the U.S. Department of Treasury pursuant
to its authority under the Code.

                                  ARTICLE II.

                             ORGANIZATIONAL MATTERS

          2.1  Name. The name of the Company shall be "Empire State II, LLC."
               ----                                    ---------------------
The Company may conduct business under that name or any other name approved by
the Member.

          2.2  Term. The Term of the Company shall commence on the date of
               ----
filing the Company's Certificate with the Delaware Secretary of State and shall
end on August 12, 2028, unless extended or unless sooner terminated pursuant to
this Agreement.

          2.3  Office and Agent. The Company shall continuously maintain an
               ----------------
office and registered agent in the State of Delaware as required by the Act.
The registered agent and registered

                                       4


office of the Company shall be: The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington, DE 19801 or such other agent or location
as the Manager may deem necessary or desirable.

          2.4  Business of the Company. The Company is organized and shall
               -----------------------
operate solely to engage in the following business: (i) to acquire, own, hold
for investment, remediate, restore, finance, manage, sell, lease, dispose of and
otherwise deal with, and realize the economic benefit from, the Project; and
(ii) to engage in any other lawful activities directly related to the foregoing
business as may be necessary or advisable in the reasonable opinion of the
Member to further such business. Such activities shall include specifically the
following: managing the required remediation of each of the Properties; placing
the environmental insurance to manage the liabilities and financial risks
resulting from ownership and cleanup of the Properties; developing an exit
strategy for each Property; and negotiating the sale and selling the Properties.
The Company shall not engage in any other business other than the foregoing
without the consent of the Member, which consent may be granted or withheld in
the Member's sole and absolute discretion and is subject to the consent of AI
under the Option Agreement.

                                 ARTICLE III.

                             CAPITAL CONTRIBUTIONS

          3.1  Capital Contributions. As its initial Capital Contribution to
               ---------------------
the Company, the Member shall contribute (or cause to be transferred to the
Company by an Affiliate) its and its Affiliates' entire right, title and
interest in and to the Properties, including without limitation all rights under
the AFMC Agreement and the deposit made thereunder with respect to the
Properties.  The fair market value of such contribution is agreed to be equal to
the amount of the deposit that the Member has paid under the AFMC Agreement with
respect to the Properties.  The Member in addition may, but shall not be
required to, contribute to the Company any additional funds needed to complete
the purchase of the Property pursuant to the AFMC Agreement, provided that such
AFMC Agreement is not terminated, and additional funds required for the
operation of the Company, all as shown in the Final Proforma or in the approved
Project Budget.

          The Member may make additional Capital Contributions to the Company
from time to time in the Member's sole discretion, but no additional Capital
Contributions are required. Except as otherwise provided herein, all Capital
Contributions shall be paid in cash.

          3.2  Withdrawal of Capital Contributions. Subject to any applicable
               -----------------------------------
limitations in the Act, the Member's Capital Contributions and other sums
advanced on behalf of the Company

                                       5


shall be repaid to the Member, in whole or in part, as provided in Article 6
hereof.

                                  ARTICLE IV.

                                    MEMBERS

          4.1  Identification. Northeast shall be the sole initial Member of
               --------------
the Company.  No other person may become a Member except pursuant to a transfer
specifically permitted under and effected in compliance with Section 4.2 of this
Agreement or upon admission of a new Member with the prior written consent of
all of the Members.

          4.2  Transfer; Admission of New Members. The Member shall have the
               ----------------------------------
right at any time and from time to time to transfer all or any part of its
interest in the Company to any person; provided, however, that any new Member
admitted as a Member of the Company and any transferee of a membership interest
shall have the right to become a new or a substitute Member only if: (i) the
instrument creating or transferring such membership interest states that such
person shall be admitted as a Member of the Company; (ii) written consent of the
Member and of AI as required under the Option Agreement is given to the
admission of the new or substitute Member; (iii) such person executes an
instrument satisfactory to the Member accepting and adopting the terms and
provisions of this Agreement; and (iv) such person pays any reasonable expenses
of the Company (including, without limitation, reasonable attorneys' fees and
costs) in connection with its admission as a new Member.

          4.3  Member Approval. No annual or regular meetings of the Members
               ---------------
are required to be held.  The approval of any act or other matter by Northeast
shall constitute approval by the Member and by the Company, subject to any
required consent by AI under the Option Agreement.

                                  ARTICLE V.

                MANAGER; MANAGEMENT AND CONTROL OF THE COMPANY

          5.1  Manager. LBEP shall be the Manager of the Company.  As Manager,
               -------
LBEP shall manage the Company on a day-to-day basis and shall provide to the
Company all services not specifically designated in this Agreement to be
provided by another party.

          5.2  Management of the Company. The Manager shall prepare such
               -------------------------
budget, financial reports and operating plans for the Company as may be required
for the operation of the Company.  The Manager shall, subject to the
availability of operating revenues and other cash flow, carry out the business
plan and the

                                       6


Project Budget (hereinafter defined) adopted by the Company and shall supervise
the operations of the Company. The Manager shall have the authority and
responsibility to manage the Company's business. The Manager shall use
reasonable efforts to perform its duties under this Article 5 including, without
limitation, employing necessary personnel, on and off-site, to carry on the
business of the Company. The Manager shall devote itself to the business of the
Company to the extent necessary for the efficient carrying on thereof, without
compensation therefor except as provided herein.

          5.2.1  Project Budget. The Manager shall prepare a Project Budget,
                 --------------
which Project Budget shall provide for revenue and expenses for each phase of
the Company's acquisition, Restoration and disposition of the Project,
containing the items listed in this Section 5.2.1 below. The Manager shall
include in such Project Budget any amounts to be paid to any person (including
without limitation any Member or Affiliate of a Member) in connection with each
phase of the Project. The Project Budget at a minimum shall contain the
following information:

          (a)  a narrative description of each phase of the acquisition and
Restoration for the Project proposed or expected to be undertaken by the Company
during each Fiscal Year;

          (b)  a development schedule identifying the projected phases of
Restoration for the Project as well as the times for completion of the various
phases of Restoration of the Project and the expenses attributable to each
phase; and

          (c)  a schedule of projected Cash Flow and projected uses of funds on
a Fiscal Year-by-Fiscal Year basis, which schedule shall include any required
Capital Contributions needed by the Company and proposed by the Manager.

          5.2.2  Budget Updates and Approval. The Manager shall deliver for
                 ---------------------------
review and approval by the Member and by AI pursuant to the Option Agreement a
master schedule setting forth the most current Project Budget for the current
Fiscal Year and the next Fiscal Year (which shall include a schedule for
completion of the various components of the Project), on or before thirty (30)
days after the Closing. Such Project Budget shall include Cash Flow to the
Company at least equal to the net Cash Flow shown in the Final Proforma.
Thereafter, the Manager shall provide to the Member and to AI within two (2)
weeks after the end of each month monthly historical financial statements on an
accrual basis which shall include balance sheet, income statement and statement
of cash flows. The Manager shall update the Project Budget annually for each
succeeding Fiscal Year. After the first Project Budget, an updated Project
Budget shall be prepared no later than November 30th of each Fiscal Year for the
next succeeding Fiscal Year, if necessary. The Manager shall

                                       7


provide a copy of the Project Budget, and each update thereof, to the Member.
The Company shall spend no amount, and shall incur no obligation, which exceeds
the amounts provided in the approved Project Budget, as updated and approved by
the Member (and by AI as required under the Option Agreement); provided,
however, that the Project Budget shall include a Five Percent (5%) contingency,
and expenditures within such contingency amount shall be permitted.

          5.3  LandBank Services. The Manager shall perform the LandBank
               -----------------
Services for the Company as provided herein. The Manager shall not be entitled
to compensation for the LandBank Services rendered to the Company, except as
provided herein. However, the Company shall pay all costs payable to third
parties in connection with such services.

          5.4  Insurance.
               ---------

               5.4.1  Coverage. The Manager shall cause the Company to be added
                      --------
as an additional insured on its general liability and errors and omissions
policy, so that the Company is in compliance with (i) all requirements of the
AFMC Agreement as set forth in Exhibit B attached hereto, and (ii) all
                               ---------
applicable laws, regulations and requirements. The Company in addition may (but
is not required to) obtain Comprehensive Automobile Liability insurance insuring
Company against liability for claims arising out of the ownership, maintenance
or use of any owned, hired or non-owned vehicles; Property insurance appropriate
to cover loss resulting from destruction of or damage to some, but not all, of
the buildings or structures associated with the Project, with coverage based on
the appropriate level of risk of loss to the Company regarding such selected
buildings or structures; and such additional insurance against other risks of
loss to the Project as, from time to time, may be required by any lender making
a loan to the Company or which may be required by law.

               5.4.2  Management. All policies of insurance shall be treated, in
                      ----------
the appropriate part attributable to the Company, as a cost and expense of the
Company. The Manager shall act on behalf of all named insureds under each of the
insurance policies with respect to all matters pertaining to the insurance
afforded by each of such policies, including the giving and receiving of notice
of cancellation, the payment of premiums and the receiving of returned premiums,
if any, and of such dividends as may be declared by any of the insurance
companies issuing any of such policies.

               5.4.3  Subcontractor Insurance. The Manager shall require by
                      -----------------------
contract that each and every subcontractor and consultant providing services in
connection with the Project shall obtain and maintain insurance, with the
exception of

                                       8


property and stop/loss insurance, that the Manager deems appropriate for the
particular type and amount of contract involved. The Manager may include any or
all subcontractors and consultants under the insurance maintained by the Manager
hereunder with adjustment of coverages and increase in limits as applicable.

               5.4.4  Modifications to Insurance Requirements. The Manager shall
                      ---------------------------------------
review annually the insurance requirements of this Agreement in conjunction with
the Company's insurance broker and obtain increased coverage limits or
additional forms of insurance as are prudent to protect the interests of the
Company and the Members.

          5.5  Managers' Fees. In addition to any fees payable to LBEP or any
               --------------
Affiliate as may be approved by the Member and by AI as required under the
Option Agreement, the Manager shall receive the following fees for its services
to the Company.

               5.5.1  Insurance Underwriting Fee. As part of its services, the
                      --------------------------
Manager shall perform environmental underwriting of the insurance for the
Project.  At the Closing, the Manager shall be paid an Insurance Underwriting
Fee in the amount of two percent (2%) of the purchase price of the Property.

               5.5.2  Remediation Management Fee. As part of its services, the
                      --------------------------
Manager shall provide services to the Company in connection with supervising the
Restoration of the Project. The Manager shall be paid a Remediation Management
Fee for such services in the amount of five percent (5%) of any and all costs of
environmental remediation performed on any or all of the Properties; provided,
however, that such Remediation Management Fee payable hereunder shall not exceed
in the aggregate such Remediation Management Fee contained in the approved
Project Budget. Such fee shall be payable on the fifteenth (15th) day of each
month based on the environmental remediation costs incurred in the immediately
preceding month.

          5.6  Removal and Election of Manager; Resignation. The Manager may be
               --------------------------------------------
removed by the Member at any time for failure to carry out its duties hereunder;
and the Member at any time may appoint one or more substitute or additional
managers of the Company, subject to the consent of AI as required under the
Option Agreement. The Manager may resign as a manager at any time.

                                  ARTICLE VI.

                          DISTRIBUTIONS; ALLOCATIONS

          6.1  Periodic Distributions by the Company. Subject to applicable law
               -------------------------------------
and any limitations contained elsewhere in this

                                       9


Agreement and to the allocation of a portion of the Company's cash to an
appropriate reserve for unanticipated expenses, the Manager shall cause the
Company (i) to pay or provide for the payment of all of its expenses,
liabilities and obligations as they become due, including without limitation any
fees that are payable to any Member or any Affiliate thereof for its services
hereunder, and any loan payments that are due under the Loan Documents or to any
other lender, and thereafter (ii) to make cash distributions to the Member from
the Cash Flow of the Company. Such cash distributions shall be made quarterly or
more frequently, beginning December 31, 1998. Except as otherwise provided
herein, distributions of Cash Flow to the Member as provided in (ii) above shall
be made to the Member according to the priorities in this Article 6.

          6.2  Order of Distributions. After payment of the amounts described
               ----------------------
in Section 6.1 hereof, all distributions of Cash Flow hereunder shall be made to
the Member first to repay its unreturned Capital Contributions, until such
Member has been repaid all of its Capital Contributions, and thereafter to
Northeast as the sole Member of the Company.

          6.3  Allocations of Net Profit and Net Loss. All net profits and net
               --------------------------------------
losses of the Company and all other items of income, deduction, credit or other
items having effect for tax purposes shall be allocated to Northeast as the sole
Member of the Company.

                                 ARTICLE VII.

                          DISSOLUTION AND WINDING UP

          7.1  Conditions of Dissolution. The Company shall dissolve upon the
               -------------------------
occurrence of any of the following events:

               7.1.1  Upon the entry of a decree of judicial dissolution;

               7.1.2 Upon the vote of the sole Member (provided, however, that
the Member may not vote to voluntarily dissolve the Company while the Option
Agreement remains in effect);

               7.1.3 Upon the sale of all or substantially all of the assets of
the Company (which shall be subject to the approval of AI as provided in the
Option Agreement); or

               7.1.4 Upon the expiration of the Term (including any extension
thereto, if applicable).

No other event specified in the Act, or otherwise, shall cause the dissolution
of the Company.

                                      10


          7.2  Winding Up. Upon the dissolution of the Company, the Company's
               ----------
assets shall be disposed of and its affairs wound up.  The Company shall give
written notice of the commencement of the dissolution to all of its known
creditors.

          7.3  Order of Payment of Liabilities Upon Dissolution. After
               ------------------------------------------------
determining that all the known debts and liabilities of the Company have been
paid or adequately provided for, all remaining assets of the Company shall be
distributed to the Member in accordance with the provisions of Article 6 hereof.

          7.4  Certificates. The Company shall file with the Delaware Secretary
               ------------
of State all certificates or other documents required to complete the
dissolution and winding up of the Company's affairs.

                                 ARTICLE VIII.

                                 MISCELLANEOUS

          8.1  Bank Accounts. The Manager shall maintain the funds of the
               -------------
Company in one or more separate bank accounts in the name of the Company, and
shall not permit the funds of the Company to be commingled in any fashion with
the funds of any other person. The Manager or any person designated by it,
acting alone, is authorized to endorse checks, drafts, and other evidences of
indebtedness made payable to the order of the Company, but only for the purpose
of deposit into the Company's accounts. All checks, drafts and other instruments
obligating the Company to pay money must be signed on behalf of the Company by
an authorized representative of the Manager. All accounts shall be opened at an
office.

          8.2  Complete Agreement. Except as expressly contemplated herein,
               ------------------
this Agreement and the Certificate constitute the complete and exclusive
statement of the operative documents of the Company. To the extent that any
provision of the Certificate conflicts with any provision of this Agreement,
this Agreement shall control.

          8.3  Binding Effect. Subject to the provisions of this Agreement
               --------------
relating to transferability, this Agreement will be binding upon and inure to
the benefit of the Member, and its successors and assigns.

          8.4  Interpretation. All pronouns shall be deemed to refer to the
               --------------
masculine, feminine, or neuter, singular or plural, as the context in which they
are used may require. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the interpretation of any
provision of this Agreement. Numbered or lettered Certificate, sections and
subsections herein contained refer to Certificate,

                                      11


sections and subsections of this Agreement unless otherwise expressly stated.

          8.5  Severability. If any provision of this Agreement or the
               ------------
application of such provision to any person or circumstance shall be held
invalid, the remainder of this Agreement or the application of such provision to
persons or circumstances other than those to which it is held invalid shall not
be affected thereby.

          8.6  Notices. Any notice to be given or to be served upon the Company
               -------
or any party hereto in connection with this Agreement must be in writing (which
may include facsimile) and will be deemed to have been given and received when
delivered to the address specified by the party to receive the notice. Such
notices will be given at the address specified in Exhibit C hereto. Any party
                                                  ---------
may, at any time by giving five (5) business days' prior written notice to the
Company, designate any other address in substitution of the foregoing address to
which such notice will be given.

          8.7  Amendments. No amendment to this Agreement shall be effective
               ----------
unless it is in writing and signed by all of the Members. Any such amendment is
subject to the consent of AI as provided in the Option Agreement.

          8.8  Multiple Counterparts. This Agreement may be executed in two or
               ---------------------
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.

          8.9  Remedies Cumulative. The remedies under this Agreement are
               -------------------
cumulative and shall not exclude any other remedies to which any person may be
lawfully entitled.

          8.10  Option Agreement. The term of the Option Agreement expires on
                ----------------
the later of (i) one hundred eighty (180) days after the Closing, or (ii) ninety
(90) days after the payment in full of the Loan. Upon the expiration of the
option term without the exercise of the option by AI, the Option Agreement shall
terminate, and all references herein to any consent required under the Option
Agreement shall be of no further force or effect.

          8.11  Indemnification by Company. The Company shall indemnify the
                --------------------------
Member and its Affiliates and may 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 by reason of the fact that he or she or it is or was a
Member, employee or other agent of the Company and was acting in the course of
carrying out the business of the Company pursuant to the Agreement or that,
being or having been such a Member, employee or agent he or she or it is or was
serving at the request of the Company as a manager, employee or other agent of
another limited liability company, corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by applicable law in
effect on the date hereof and to such greater extent as applicable law may
hereafter from time to time permit, except to the extent that liability is
caused by the gross negligence, wilful misconduct or intentional breach of this
Agreement by the indemnitee, and except to the extent that any such liability or
damage is otherwise compensated by insurance. The foregoing indemnity shall not
apply to any Member or its Affiliate which is providing services to the Company
as a consultant or contractor pursuant to a separate contract with the Company
and which receives compensation therefor (in addition to the fees which are
payable to the Members hereunder), in which case the terms of that contract
shall control any indemnity rights or obligations (if any) of either party
thereto. The Member specifically acknowledges that LandBank, which is an
Affiliate of LBEP, has undertaken certain indemnity obligations under the AFMC
Agreement for certain environmental matters, which obligations are for the
benefit of the Company, and agree that the Company shall indemnify LandBank for
any liability it may incur pursuant to such environmental indemnity, to the
extent provided in the foregoing provisions of this Section 8.11.

                                      12




          IN WITNESS WHEREOF, the Member and the Manager of the Company have
executed this Agreement, effective as of the date first written above.


Member:                            NORTHEAST RESTORATION COMPANY, LLC,
                                   a Delaware limited liability company

                                   By:  LANDBANK ENVIRONMENTAL PROPERTIES LLC,
                                        a Delaware limited liability company

                                   Its: Managing Member

                                        By:  LANDBANK, INC.,
                                             a Delaware corporation

                                        Its: Managing Member


                                             By:     /s/ WP Lynott
                                                 -----------------------------


                                             Its:    President
                                                 -----------------------------

Manager:                           LANDBANK ENVIRONMENTAL PROPERTIES LLC,
                                   a Delaware limited liability company

                                        By:  LANDBANK, INC.,
                                             a Delaware corporation
                                        Its: Managing Member



                                             By:     /s/ WP Lynott
                                                 -----------------------------

                                             Its:    President
                                                 -----------------------------










                                      13


                                      14


                                   EXHIBIT A

                 LEGAL DESCRIPTION OF PROJECT REAL PROPERTIES


                                  Schedule A


ALL that part of Mile Square Lots No. 59 and 69 North of New York State Route
No. 11-B in the Town of Potsdam, County of St. Lawrence and State of New York
described as follows:

BEGINNING AT A POINT in the center of N.Y.S. Route 11-B at the southwest corner
of lands of Robert Robar (Liber 916, Page 962) this point distant 166.2 feet
southeasterly of the intersection of the center of N.Y.S. Route 11-B with the
centerline of a 32 inch corrugated metal culvert pipe passing under said road
and running;

1) THENCE on a magnetic bearing North 77 degrees 25 minutes 34 seconds West a
distance of 148.50 feet along the center of N.Y.S. Route 11-B to the southeast
corner of lands formerly owned by Dennis Murphy (Liber 154C, Page 1789).

2) THENCE North 12 degrees 25 minutes 30 seconds East a distance of 675.24 feet
long the East line of lands formerly of Murphy and the East line of lands of
Josef and Olga Dutsieviez (Liber 731, Page 548) to an iron pipe found in a fence
line being the South line of lands of Joesf and Olga Dutsieviez (Liber 691, Page
558). This course passes through an iron pipe found 33.0 feet from the road
center.

3) THENCE South 74 degrees 08 minutes 53 seconds East a distance of 147.96 feet
along Dutsieviez to an iron pipe set over an iron pipe found in the West line of
lands of Josef and Olga Dutsieviez (Liber 656, Page 129).

4) THENCE South 12 degrees 21 minutes 20 seconds West a distance of 666.78 feet
along the West line of Dutsieviez and the West line of lands of aforementioned
Robar to the point of BEGINNING.

This course passes through an iron pipe set 44.53 feet from the road center.


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Alexandria, County of Jefferson, and State of New York, bounded and
described as follows:

BEGINNING at a point in the centerline of Taylor Road, so called, said point
being North 53 degrees 15 minutes East 155.00 feet and North 75 degrees 55
minutes East 370.70 feet along said center line, from the intersection with the
center line of New York State Route 26, and said point further being South 14
degrees 00 minutes East 24.75 feet from a chiseled cross in rock;

RUNNING THENCE from the point of beginning North 14 degrees 00 minutes West
passing through said cross 565.24 feet to a chiseled cross in rock;

RUNNING THENCE North 18 degrees 39 minutes East 94.28 feet to a chiseled cross
in a 3 foot boulder;

RUNNING THENCE Northeasterly and Southeasterly along the top of a ledge to an
iron pipe, it being South 72 degrees 58 minutes East 215.02 feet from the last
described cross in rock;

RUNNING THENCE South 14 degrees 00 minutes East 24.75 feet to a point on the
center line of Taylor Road;

RUNNING THENCE South 76 degrees 00 minutes West along said center line 235.10
feet to the point and place of BEGINNING.


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City of Plattsburgh, County of Clinton, State of New York, and bounded and
described as follows:

BEGINNING at a 3/4" rebar set in the Easterly line of Delaware and Hudson
Railroad Company lands at the assumed Northerly bounds of Boynton Avenue, said
assumed bounds being 33' from said centerlines;

RUNNING THENCE North 03 degrees 16 minutes 52 seconds West 100.00 feet along the
Easterly bounds of said Delaware and Hudson Railroad Company to a 1-l/2" iron
pipe found;

RUNNING THENCE South 84 degrees 37 minutes 32 seconds East 101.15 feet along
lands of Georgia-Pacific Corporation to a 3/4" rebar set alongside the
Southeasterly rail of "Industry Track" siding;

RUNNING THENCE South 03 degrees 16 minutes 52 seconds East 101.37 feet along
lands of Georgia-Pacific Corporation to a 3/4" rebar set in pavement in the
assumed Northerly bounds of said Boynton Avenue, said 3/4" rebar being 33'
Northerly of centerline of said Boynton Avenue and also being North 82 degrees
01 minutes 14 seconds West 55.47 feet from a 3/4" rebar found in the approximate
Westerly bounds of a 24' wide Weed Street (Volume 187, Page 418);

RUNNING THENCE North 83 degrees 51 minutes 43 seconds West 101.37 feet along the
assumed Northerly bounds of Boynton Avenue and point and place of BEGINNING.


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Brownville, County of Jefferson and State of New York, bounded and
described as follows:

BEGINNING at a point in the centerline of New York State Route 12E, where the
same is intersected by the East line of lands conveyed to Eugene J. Parker by
deed recorded in the Jefferson County Clerk's Office in Liber 816 of Deeds at
page 343, and the West line of the second parcel in a deed from Trapp Oil
Company, Inc. to The Augsbury Corporation dated September 28, 1977, and recorded
in Liber 885 of Deeds at page 506, said point of beginning further being South
07 degrees 57 minutes West 24.8 feet from an existing iron pipe;

RUNNING THENCE North 07 degrees 57 minutes East passing through said iron pipe,
to and along a fence line, along the dividing line between Parker, on the west,
and The Augsbury Corporation, on the east, 127.70 feet to a point on the
Southwest margin of the lands of former New York Central Railroad Company (Cape
Vincent Branch), said point formerly having been marked by an iron pipe;

RUNNING THENCE South 78 degrees 19 minutes East along said margin 198.3 feet to
its intersection with the west line of lands of Brownville Cemetery Association
(Liber 352, Page 243);

RUNNING THENCE South 06 degrees 42 minutes West along said West line and along
the East line of the aforementioned second parcel conveyed to The Augsbury
Corporation, 139.8 feet to an iron pipe in the South margin of the
aforementioned New York State Route 12E at the intersection of said margin with
the East line of the first parcel in the aforementioned deed to The Augsbury
Corporation and the West line of lands conveyed to June R. McCartin (Liber 932,
page 20);

RUNNING THENCE South 06 degrees 42 minutes West along the division line between
McCartin, on the east, and The Augsbury Corporation, on the west, 321.41 feet to
a point formerly marked by a cross cut in rock;

RUNNING THENCE and continuing on the same bearing South 06 degrees 42 minutes
West 34 feet, plus or minus, to a point on top of the bank of Black River;

RUNNING THENCE Westerly along the top of said bank, as it winds and turns, to
its intersection with the west line of said lands conveyed to The Augsbury
Corporation and the east line of the first mentioned lands conveyed to Eugene J.
Parker (Liber 816, page 343), said point being South 06 degrees 42 minutes West
18 feet, plus or minus, from a point formerly marked by a cross cut in rock;


RUNNING THENCE North 06 degrees 42 minutes East 18 feet, plus or minus, to said
point, it being North 75 degrees 56 minutes West 128.5 feet from the last
described point formerly marked by a cross cut in rock;

RUNNING THENCE and continuing on the same bearing North 06 degrees 42 minutes
East, continuing along the division line between Parker, on the west, and The
Augsbury Corporation, on the east, 332.7 feet to a point in the centerline of
the aforementioned New York State Route 12E that is North 06 degrees 42 minutes
East 25.6 feet from an iron pipe;

RUNNING THENCE North 82 degrees 03 minutes West along said centerline, 72.9 feet
to the point and place of BEGINNING.

                                       2


                                   EXHIBIT B

                          AFMC INSURANCE REQUIREMENTS


          (c)  Insurance. As partial security for the indemnification
               ---------
obligations provided for hereunder, Purchaser shall obtain from United National
Insurance Company and produce at Closing, and with all premiums fully paid as of
the Closing, insurance policies providing coverages that are substantively
identical to coverages provided in the Remediation Project Insurance Policy in
the form of Exhibit 5 hereto, and the Real Estate Pollution Policy in the form
of Exhibit 6 hereto. In addition, Purchaser shall maintain in effect for the
benefit of itself and Seller an Errors and Omissions insurance policy in the
form of Exhibit 7 hereto. The Remediation Project Insurance Policy shall cover
all of the Premises. A Real Estate Pollution Policy shall be issued for each of
the Properties except that a single policy shall be issued for Alexandria Bay,
Saranac Lake, Boynton Avenue, Pottsdam, Brownville and Winchester, collectively.
For each of the foregoing Properties, a separate Real Estate Pollution Policy
may later be issued based on future buyer interest. The Remediation Project
Insurance Policy shall remain in effect until all Remedial Action has been
completed. The Real Estate Pollution Policies shall have a one (1) year term,
with nine (9) years of extended reporting coverage. These policies can be
renewed annually by Purchaser or future owners which would provide a continuing
ten (10) year window of coverage. The Errors and Omissions policy shall be
renewed annually to remain in effect for ten (10) years from the Closing Date.

          Such policies of insurance shall:

          (i) be non-cancelable by the insurer, and shall be freely transferable
by the insured (except that any transferee shall not be permitted to introduce
new or additional Hazardous Materials to the Premises).

          (ii) include Seller and its directors, officers, employees, agents and
shareholders as insureds and shall specifically refer to and provide coverage
for, Purchaser's Environmental Obligations set forth in this Section 20.

          (iii) provide for minimum policy limits as set forth in Exhibit 8,
annexed hereto.

          Environmental Liabilities assumed by Purchaser shall also include
liability for any unknown Environmental Condition.

          This Section 20 and Purchaser's obligations hereunder shall survive
Closing, and solely as to the conduct of Purchaser's due diligence activities,
any earlier termination of this Contract.


                                   EXHIBIT C

                             ADDRESSES FOR NOTICES

Company:                           EMPIRE STATE II, LLC
                                   12345 W. Alameda Parkway
                                   Suite 208
                                   Lakewood, CO 80225
                                   Attention:  William P. Lynott
                                   FAX No.:  (303) 763-5700

LBEP:                              LANDBANK ENVIRONMENTAL PROPERTIES LLC
                                   12345 W. Alameda Parkway
                                   Suite 208
                                   Lakewood, CO 80225
                                   Attention:  William P. Lynott
                                   FAX No.:  (303) 763-5700

with copies to                     IT CORPORATION
                                   2790 Mosside Blvd.
                                   Monroeville, PA 15146-2792
                                   Attention:  James Redwine, Esq.
                                   FAX No.:  (412) 858-3997

and                                Tuttle & Taylor,
                                   A Law Corporation
                                   40th Floor
                                   355 South Grand Avenue
                                   Los Angeles, CA  90071-3102
                                   Attention:  Thomas I. Dupuis, Esq.
                                   FAX No.:  (213) 683-0225

EX-3.21

                                                                    EXHIBIT 3.21

                         CERTIFICATE OF INCORPORATION

                                      OF

                              GCAP SERVICES, INC.
                              A STOCK CORPORATION


     I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

     FIRST: The name of the corporation (the "Corporation") is GCAP Services,
Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware
19805. The name of the Corporation's registered agent at such address is
Corporation Service Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares which the Corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock, without par
value.

     FIFTH: To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no director of the Corporation shall be personally liable to the Corporation or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Corporation. Any repeal or
modification of this Article Fifth shall not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
repeal or modification.

     SIXTH: Each person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint


venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person which provide
for indemnification greater or different than that provided in this Article. Any
repeal or modification to this Article Sixth shall not adversely affect any
right or protection existing hereunder immediately prior to such repeal or
modification.

     SEVENTH:  The name and mailing address of the incorporator is:

                       James M. Redwine
                       IT Corporation
                       2790 Mosside Boulevard
                       Monroeville, PA 15146

     EIGHTH:   The names and mailing addresses of the persons who are to serve
as directors of the Corporation until the first annual meeting of stockholders
or until their successors are elected and qualified are as follows:

          Name                      Mailing Address
          ----                      ---------------

          James M. Redwine, Esq.    IT Corporation
                                    2790 Mosside Boulevard
                                    Monroeville, PA 15146

     IN WITNESS THEREOF, I, the undersigned, being the incorporator hereinabove
named, do hereby execute this Certificate of Incorporation this 16th day of
January, 1998.


                                    /s/ James M. Redwine
                                    ----------------------------
                                    James M. Redwine

EX-3.22

                                                                    EXHIBIT 3.22
                                                                    ------------

                              GCAP SERVICES, INC.
                              ------------------


                           (a Delaware corporation)

                                    BYLAWS


                                   ARTICLE I


                                    Offices

     SECTION 1.01   Registered Office.  The registered office of GCAP Services,
                    -----------------
Inc. (hereinafter called the "Corporation") in the State of Delaware shall be at
9 East Loockerman Street, City of Dover, County of Kent, and the name of the
registered agent in charge thereof shall be National Registered Agents, Inc.

     SECTION 1.02   Other Offices.  The Corporation may also have an office or
                    -------------
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                  ARTICLE II


                           Meetings of Stockholders

     SECTION 2.01   Annual Meetings.  Annual meetings of the stockholders of the
                    ---------------
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

     SECTION 2.02   Special Meetings.  A special meeting of the stockholders for
                    ----------------
the transaction of any proper business may be called at any time by the Board or
by the President.

     SECTION 2.03   Place of Meetings.  All meetings of the stockholders shall
                    -----------------
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

     SECTION 2.04   Notice of Meetings.  Except as otherwise required by law,
                    ------------------
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for


such purpose or, if he shall not have furnished to the Secretary his address for
such purpose, then at his post office address last known to the Secretary, or by
transmitting a notice thereof to him at such address by telegraph, cable, or
wireless. Except as otherwise expressly required by law, no publication of any
notice of a meeting of the stockholders shall be required. Every notice of a
meeting of the stockholders shall state the place, date and hour of the meeting,
and, in the case of a special meeting, shall also state the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
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. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

     SECTION 2.05   Quorum.  Except in the case of any meeting for the election
                    ------
of directors summarily ordered as provided by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof. In the absence of a quorum at any
meeting or any adjournment thereof, a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting from time
to time. At any such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
called.

     SECTION 2.06   Voting.
                    ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

          (i)  on the date fixed pursuant to Section 6.05 of these Bylaws as the
     record date for the determination of stockholders entitled to notice of and
     to vote at such meeting, or

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

          (b)  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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary

                                       2


capacity shall be entitled to vote such stock. Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor on the books of
the Corporation he shall have expressly empowered the pledgee to vote thereon,
in which case only the pledgee, or his proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants in
common, tenants by entirety or otherwise, or with respect to which two or more
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.

          (c)  Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

     SECTION 2.07   List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

     SECTION 2.08   Judges.  If at any meeting of the stockholders a vote by
                    ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge

                                       3


on any question other than a vote for or against a proposal in which he shall
have a material interest.

     SECTION 2.09   Action Without Meeting.  Any action required to be taken at
                    ----------------------
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may 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
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. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                  ARTICLE III

                              Board of Directors

     SECTION 3.01   General Powers.  The property, business and affairs of the
                    --------------
Corporation shall be managed by the Board.

     SECTION 3.02   Number and Term of Office.  The number of directors of the
                    -------------------------
corporation shall be one (1). Directors need not be stockholders. Each of the
directors of the Corporation shall hold office until his successor shall have
been duly elected and shall qualify or until he shall resign or shall have been
removed in the manner hereinafter provided.

     SECTION 3.03   Election of Directors.  The directors shall be elected
                    ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

     SECTION 3.04   Resignations.  Any director of the Corporation may resign at
                    ------------
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05   Vacancies.  Except as otherwise provided in the Certificate
                    ---------
of Incorporation, any vacancy in the Board, whether because of death,
resignation, disqualification, an increase in the number of directors, or any
other cause, may be filled by vote of the majority of the remaining directors,
although less than a quorum. Each director so chosen to fill a vacancy shall
hold office until his successor shall have been elected and shall qualify or
until he shall resign or shall have been removed in the manner hereinafter
provided.

     SECTION 3.06   Place of Meeting, Etc.  The Board may hold any of its
                    ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular

                                       4


or special meeting of the Board by means of conference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.

     SECTION 3.07   First Meeting.  The Board shall meet as soon as practicable
                    -------------
after each annual election of directors and notice of such first meeting shall
not be required.

     SECTION 3.08   Regular Meetings.  Regular meetings of the Board may be held
                    ----------------
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

     SECTION 3.09   Special Meetings.  Special meetings of the Board of
                    ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

     SECTION 3.10   Notice.  Notice of the time, place and purpose of any
                    ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer. Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors. If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

     Except where otherwise required by law or by these Bylaws, notice of the
purpose of a special meeting need not be given. Notice of any meeting of the
Board shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such 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.

     SECTION 3.11   Quorum and Manner of Acting.  Except as otherwise provided
                    ---------------------------
in these Bylaws or by law, the presence of a majority of the authorized number
of directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

     SECTION 3.12   Action by Consent.  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 a

                                       5


written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

     SECTION 3.13   Removal of Directors.  Subject to the provisions of the
                    --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

     SECTION 3.14   Compensation.  The directors shall receive only such
                    ------------
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

     SECTION 3.15   Committees.  The Board may, by resolution passed by a
                    ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

     SECTION 4.01   Title.  The officers of the Corporation shall be a
                    -----
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Chief Financial
Officer. A Chief Executive Officer and a Treasurer may be elected by the Board,
if the Board determines such officers are necessary to the Corporation.

     SECTION 4.02   Election, Term of Office and Qualifications.  The officers
                    -------------------------------------------
of the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof. Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

                                       6


     SECTION 4.03   Assistants, Agents and Employees, Etc.  In addition to the
                    -------------------------------------
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

     SECTION 4.04   Removal.  Any officer, assistant, agent or employee of the
                    -------
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

     SECTION 4.05   Resignations.  Any officer or assistant may resign at any
                    ------------
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board or
the Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 4.06   Vacancies.  A vacancy in any office because of death,
                    ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

     SECTION 4.07   The President.  The President of the Corporation shall be
                    -------------
the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

     SECTION 4.08   The Vice Presidents.  Each Vice President shall have such
                    -------------------
powers and perform such duties as the Board may from time to time prescribe. At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

     SECTION 4.09   The Secretary.  The Secretary shall, if present, record the
                    -------------
proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

                                       7


     SECTION 4.10   The Chief Financial Officer.  The Chief Financial Officer
                    ---------------------------
shall have the general care and custody of the funds and securities of the
Corporation, and shall deposit all such funds in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected by the
Board. He shall receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever. He shall exercise general supervision
over expenditures and disbursements made by officers, agents and employees of
the Corporation and the preparation of such records and reports in connection
therewith as may be necessary or desirable. He shall, in general, perform all
other duties incident to the office of Chief Financial Officer and such other
duties as from time to time may be assigned to him by the Board.

     SECTION 4.11   Compensation, The compensation of the officers of the
                    ------------
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

     SECTION 5.01   Execution of Contracts.  The Board, except as in these
                    ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

     SECTION 5.02   Checks, Drafts, Etc.  All checks, drafts or other orders for
                    -------------------
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.

     SECTION 5.03   Deposits.  All funds of the Corporation not otherwise
                    --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Chief Financial Officer (or any other officer or officers,
assistant or assistants, agent or

                                       8


agents, or attorney or attorneys of the Corporation who shall from time to time
be determined by the Board) may endorse, assign and deliver checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation.

     SECTION 5.04   General and Special Bank Accounts.  The Board may from time
                    ---------------------------------
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may select
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

     SECTION 6.01   Certificates for Stock.  Every owner of stock of the
                    ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer. Any of or
all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue. A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.

     SECTION 6.02   Transfers of Stock.  Transfers of shares of stock of the
                    ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be

                                       9


presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

     SECTION 6.03   Regulations.  The Board may make such rules and regulations
                    -----------
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

     SECTION 6.04   Lost, Stolen, Destroyed, and Mutilated Certificates.  In any
                    ---------------------------------------------------
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

     SECTION 6.05   Fixing Date for Determination of Stockholders of Record.  In
                    -------------------------------------------------------
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                  ARTICLE VII

                                Indemnification

     SECTION 7.01   Action, Etc. Other Than by or in the Right of the
                    -------------------------------------------------
Corporation. 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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and

                                       10


reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.

     SECTION 7.02   Actions, Etc. by or in the Right of the Corporation.  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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

     SECTION 7.03   Determination of Right of Indemnification.  Any
                    -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. 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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

     SECTION 7.04   Indemnification Against Expenses of Successful Party.
                    ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                                       11


     SECTION 7.05   Prepaid Expenses.  Expenses incurred by an officer or
                    ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

     SECTION 7.06   Other Rights and Remedies.  The indemnification provided by
                    -------------------------
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7.07   Insurance.  Upon resolution passed by the Board, the
                    ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

     SECTION 7.08   Constituent Corporations.  For the purposes of this Article,
                    ------------------------
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.

     SECTION 7.09   Other Enterprises, Fines, and Serving at Corporation's
                    ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.

                                       12


                                 ARTICLE VIII

                                 Miscellaneous

     SECTION 8.01   Seal.  The Board shall provide a corporate seal, which shall
                    ----
be in the form of a circle and shall bear the name of the Corporation and words
and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

     SECTION 8.02   Waiver of Notices.  Whenever notice is required to be given
                    -----------------
by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

     SECTION 8.03   Amendments.  These Bylaws, or any of them, may be altered,
                    ----------
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.23

                                                                    EXHIBIT 3.23

                             AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                         GROUNDWATER TECHNOLOGY, INC.

     GROUNDWATER TECHNOLOGY, INC., a Delaware corporation (the "Corporation"),
hereby certifies and provides as follows:

     1.  The name of the Corporation is Groundwater Technology, Inc. which was
originally incorporated on October 28, 1975 under the name "Oil Recovery
Systems, Inc."

     2.  This Amended and Restated Certificate of Incorporation (the "Restated
Certificate") was duly adopted in accordance with Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

     3.  At 4:30 p.m. EST on May 10, 1996, the text of the present Restated
Certificate of Incorporation is hereby amended to read in full as set forth
below:

     FIRST.  The name of the Corporation is Fluor Daniel GTI, Inc.

     SECOND.  The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD.  The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH.  At the time the filing of this Restated Certificate with the
Secretary of State of the State of Delaware becomes effective:

     (a)  Each outstanding share of Common Stock, $.01 par value per share, of
the Corporation (the "Old Common Stock"), shall be changed into and reclassified
as .5274 shares of the Common Stock, $.001 par value per share (the "New Common
Stock"), of the Corporation.

     (b)  If the event described in subsection (a) above results in any
stockholder being entitled to receive a fraction of a share, the holder thereof
shall be entitled to receive (after aggregating all fractional shares of New
Common Stock to be received by the holder) an amount of cash (rounded to the
nearest whole cent) equal to the product of (i) the fraction multiplied by (ii)
the average of the closing price of the Old Common Stock as quoted on the Nasdaq
National Market for the five (5) days immediately prior to the effective date
hereof.

     (c)  All authorized but unissued shares of Old Common Stock shall be
eliminated.


     Upon the effective filing hereof, the conversion of the issued and
outstanding shares of Old Common Stock into issued and outstanding shares of New
Common Stock shall occur automatically without any further action by the holders
of such shares of Old Common Stock and whether or not the certificates
representing the shares of Old Common Stock are surrendered to the Corporation;
provided, however, that the Corporation shall not be obligated to issue
- --------  -------
certificates evidencing the shares of New Common Stock issuable upon such
conversion unless certificates evidencing such shares of Old Common Stock which
have been converted are either delivered to the Corporation, as hereinafter
provided, or the holder notifies the Corporation that such certificates have
been lost, stolen or destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection therewith and upon the request of the Corporation gives the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

     Upon the occurrence of the automatic conversion of the Old Common Stock,
the holders of Old Common Stock shall surrender the certificates representing
such shares at the offices of the Corporation or such other location as the
Corporation may direct. Thereupon, there shall promptly be issued and delivered
to such holder, in the name shown on such surrendered certificate or
certificates, a certificate or certificates for the number of shares of New
Common Stock, into which the shares of Old Common Stock surrendered are
convertible, dated as of the date on which such automatic conversion occurs.

     Upon the effectiveness hereof and after giving effect to the conversion set
forth above, the authorized capital stock of the Corporation shall be as
follows:

     The total number of shares of stock which the Corporation shall have
authority to issue is 25,000,000 shares of Common Stock, par value $.00l per
share (the "Common Stock"), and 1,000,000 shares of Preferred Stock, par value
$.0l per share (the "Preferred Stock"). A description of the respective classes
of stock and a statement of the designations, preferences, limitations and
relative rights of the Preferred Stock, and Common Stock and the limitations on
or denial of the voting rights of the shares of such classes and series of stock
are as follows:

A.   PREFERRED STOCK.
     ---------------

     The Board of Directors is expressly authorized to provide for the issuance
of all or any shares of the Preferred Stock, and to fix for the Preferred Stock
such voting powers, full or limited, or no voting power, and such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations and restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such shares and as may be permitted by the General
Corporation Law of the State of Delaware, including, without limitation, the
authority to provide that any such shares may be (i) subject to redemption at
such time or times, at such price or prices at such rate or rates, and with such
adjustments; (ii) entitled to receive dividends (which may be cumulative or
noncumulative) at such rates, on such conditions, and at such times, and payable
in preference to, or in such relation to, the dividends payable on any other
class or classes or on any other series of stock; (iii) untitled to such rights
upon the dissolution of, or upon any distribution of the assets of the
Corporation; or (iv) convertible into, or exchangeable for, shares of any other
class or classes


of stock, or of any other series of the same or any other class or classes of
stock, of the Corporation at such price or prices or at such rates of exchange
and with such adjustments, all as may be stated in such resolution or
resolutions.

B.   COMMON STOCK
     ------------

     1.   Relative Rights of Preferred and Common Stock.  All voting powers,
          ---------------------------------------------
designations, preferences or relative participating, optional or other special
rights, and such qualifications, limitations, or restrictions, thereof of the
Common Stock are expressly made subject and subordinate to those that may be
fixed with respect to any shares of the Preferred Stock.

     2.   Voting Rights.  Except as provided by law or this Amended and Restated
          -------------
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of stock held by him of record on the books of the
Corporation for the election of directors and on all matters submitted to a vote
of stockholders of the Corporation.

     3.   Dividends.  Subject to the preferential rights, if any, of the
          ---------
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property, or in shares of capital stock.

     4.   Dissolution, Liquidation or Winding-Up.  In the event of any
          --------------------------------------
dissolution, liquidation or winding-up of the affairs of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, holders of Common Stock shall be
entitled, unless otherwise provided herein by law, to receive all of the
remaining assets of the Corporation of whatever kind available for distribution
to stockholders ratably in proportion to the number of shares of Common Stock
held by them respectively. The Board of Directors may distribute in kind to the
holders of Common Stock such remaining assets to any other corporation, trust or
other entity and receive payment therefore in cash, stock or obligations of such
other corporation, trust or entity or any combination so received and distribute
any balance thereof in kind to holders of Common Stock. Neither the merger or
consolidation of the Corporation into or with any other corporation nor the
merger of any other corporation into it, nor any purchase or redemption of
shares of stock of the Corporation of any class, shall be deemed to be a
dissolution, liquidation or winding-up or the Corporation for the purposes of
this paragraph.

     FIFTH.  The Corporation is to have perpetual existence.

     SIXTH.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

     To make, alter or repeal the By-laws of the Corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the Corporation.


     To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole Board, to 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 of the directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The By-laws may provide that in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absence or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
or in the By-laws of the Corporation, shall have and may exercise all the powers
and authority of the Board of Directors 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 in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution or amending the
By-laws of the Corporation; and, unless the resolution or By-laws, expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

     When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the Corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its Board of Directors
shall deem expedient and for the best interest of the Corporation.

     SEVENTH.  Meetings of stockholders may be held within or without the State
of Delaware, as the By-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation.

     EIGHTH.   The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the matter now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this revision.

     NINTH.    The Corporation eliminates the personal liability of each member
of its Board of Directors to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the foregoing
shall not eliminate the liability of the director (i) for any breach of such
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing


violation of law, (iii) under Section 174 of Title 8 of the Delaware Code or
(iv) for any transaction from which such director derived an improper personal
benefit.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seal
this 10th day of May 1996.

                              GROUNDWATER TECHNOLOGY, INC.

                              By:  /s/ Walter C. Barber
                                 ----------------------
                                       Walter C. Barber
                                       President

ATTEST:  /s/ Brian D. Goldstein
       -------------------------
       Brian D. Goldstein
       Assistant Secretary


                             CERTIFICATE OF MERGER

                                      OF

                         TIGER ACQUISITION CORPORATION

                                 WITH AND INTO

                            FLUOR DANIEL GTI, INC.


     Pursuant to Section 251 of the Delaware General Corporation Law, Tiger
Acquisition Corporation, a Delaware corporation ("Tiger"), and Fluor Daniel GTI,
Inc., a Delaware corporation ("GTI" or the "Surviving Corporation"), hereby
certify that:

     1.   The names and states of formation of the constituent entities are as
follows:

          Tiger Acquisition Corporation        Delaware
          Fluor Daniel GTI, Inc.               Delaware

     2.   The Agreement and Plan of Merger, dated as of October 27, 1998, among
the parties to the merger has been approved, adopted, certified, executed and
acknowledged by Tiger and GTI in accordance with the requirements of Section 251
of the General Corporation Law of the State of Delaware.

     3.   The name of the Surviving Corporation is Fluor Daniel GTI, Inc.

     4.   The certificate of incorporation of GTI shall be the certificate of
incorporation of the Surviving Corporation, except that:

     Article First of such certificate of incorporation shall be amended to read
in its entirety as follows: "The name of Surviving Corporation is Groundwater
Technology, Inc."

     and

     Article Fourth of such certificate of incorporation shall be amended to
read in its entirety as follows: "The aggregate number of shares that the
Corporation shall have the authority to issue is 1,000 shares of Common Stock,
par value $.01 per share."

     5.   The Agreement and Plan of Merger is on file at 100 River Ridge Drive,
Norwood, Massachusetts 02062, the place of business of the Surviving
Corporation.

     6.   A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation on request and without cost, to any stockholder of the
Surviving Corporation or stockholder of the merging corporation.


     IN WITNESS WHEREOF, this Certificate of Merger has been executed this 3rd
day of December, 1998.

                                   FLUOR DANIEL GTI, INC.



                                   By:  /s/ James M. Redwine
                                        --------------------
                                   Name:  James M. Redwine
                                   Title:  Assistant Secretary

EX-3.24

                                                                    EXHIBIT 3.24
                                                                    ------------

                                    BY-LAWS
                                      OF
                            FLUOR DANIEL GTI, INC.
                           (A Delaware Corporation)


                            FLUOR DANIEL GTI, INC.

                                    BY-LAWS



                               TABLE OF CONTENTS



                                                                                                              Page A-
                                                                                                              -------
                                                                                                           
ARTICLE I.  CERTIFICATE OF INCORPORATION...................................................................      52
          Section 1.1 Contents.............................................................................      52
          Section 1.2 Certificate in Effect................................................................      52
ARTICLE 2.  MEETING OF STOCKHOLDERS........................................................................      52
          Section 2.1 Place................................................................................      52
          Section 2.2 Annual Meeting.......................................................................      52
          Section 2.3 Special Meetings.....................................................................      52
          Section 2.4 Notice of Meetings...................................................................      53
          Section 2.5 Affidavit of Notice..................................................................      53
          Section 2.6 Quorum...............................................................................      53
          Section 2.7 Voting Requirements..................................................................      53
          Section 2.8 Proxies and Voting...................................................................      53
          Section 2.9 Stockholder List.....................................................................      54
          Section 2.10 Record Date.........................................................................      54
          Section 2.11 Notice of Stockholder Business......................................................      55
ARTICLE 3.  DIRECTORS......................................................................................      56
          Section 3.1 Enumeration; Election and Term of Office.............................................      56
          Section 3.2 Duties...............................................................................      56
          Section 3.3 Compensation.........................................................................      56
          Section 3.4 Reliance on Books....................................................................      57
ARTICLE 4.  MEETINGS OF THE BOARD OF DIRECTORS.............................................................      57
          Section 4.1 Place................................................................................      57
          Section 4.2 Annual Meeting.......................................................................      57
          Section 4.3 Regular Meetings.....................................................................      57
          Section 4.4 Special Meetings.....................................................................      57
          Section 4.5 Quorum...............................................................................      57
          Section 4.6 Action Without Meeting...............................................................      57
          Section 4.7 Telephone Meetings...................................................................      58
ARTICLE 5.  COMMITTEES OF DIRECTORS........................................................................      58
          Section 5.1 Designation..........................................................................      58
          Section 5.2 Records of Meetings..................................................................      58
ARTICLE 6.  NOTICES........................................................................................      58
          Section 6.1 Method of Giving Notice..............................................................      58
          Section 6.2 Waiver...............................................................................      59
ARTICLE 7.  OFFICERS.......................................................................................      59
          Section 7.1 In General...........................................................................      59


                                       i




                                                                                                                  Page A-
                                                                                                                  -------
                                                                                                               
          Section 7.2 Election of President, Secretary and Treasurer.............................................    59
          Section 7.3 Election of Other Officers.................................................................    59
          Section 7.4 Salaries...................................................................................    59
          Section 7.5 Term of Office.............................................................................    59
          Section 7.6 Duties of President and Chairman of the Board..............................................    60
          Section 7.7 Duties of Vice President...................................................................    60
          Section 7.8 Duties of Secretary........................................................................    60
          Section 7.9 Duties of Assistant Secretary..............................................................    60
          Section 7.10 Duties of Treasurer.......................................................................    61
          Section 7.11 Duties of Assistant Treasurer.............................................................    61
ARTICLE 8.  RESIGNATIONS, REMOVALS AND VACANCIES.................................................................    61
          Section 8.1 Directors..................................................................................    61
          Section 8.2 Officers...................................................................................    62
ARTICLE 9.  CERTIFICATES OF STOCK................................................................................    62
          Section 9.1 Issuance of Stock..........................................................................    62
          Section 9.2 Right to Certificate; Form.................................................................    62
          Section 9.3 Facsimile Signature........................................................................    63
          Section 9.4 Lost Certificates..........................................................................    63
          Section 9.5 Transfer of Stock..........................................................................    63
          Section 9.6 Registered Stockholders....................................................................    63
ARTICLE 10.  EXECUTION OF PAPERS.................................................................................    63
ARTICLE 11.  FISCAL YEAR.........................................................................................    64
ARTICLE 12.  SEAL................................................................................................    64
ARTICLE 13.  OFFICES.............................................................................................    64
ARTICLE 14.  INDEMNIFICATION.....................................................................................    64
          Section 14.1 Actions other than by or in the Right of the Corporation..................................    64
          Section 14.2 Actions by or in the Right of the Corporation.............................................    64
          Section 14.3 Success on the Merits.....................................................................    65
          Section 14.4 Specific Authorization....................................................................    65
          Section 14.5 Advance Payment...........................................................................    65
          Section 14.6 Non-Exclusivity...........................................................................    65
          Section 14.7 Insurance.................................................................................    65
          Section 14.8 Continuation of Indemnification and Advancement of Expenses...............................    66
          Section 14.9 Severability..............................................................................    66
          Section 14.10 Intent of Article........................................................................    66
ARTICLE 15.  AMENDMENTS..........................................................................................    66


                                      ii


                             FLUOR DANIEL GTI INC.

                                   formerly

                         GROUNDWATER TECHNOLOGY, INC.



                    ARTICLE 1. CERTIFICATE OF INCORPORATION

         Section 1.1     Contents. The name, location of principal office and
purposes of the Corporation shall be as set forth in its Amended and Restated
Certificate of Incorporation. These Bylaws, the powers of the Corporation and of
its Directors and stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in said Amended and
Restated Certificate of Incorporation. The Amended and Restated Certificate of
Incorporation is hereby made a part of these Bylaws.

         Section 1.2     Certificate in Effect. All references in these By-laws
to the Amended and Restated Certificate of Incorporation shall be construed to
mean the Amended and Restated Certificate of Incorporation of the Corporation as
from time to time amended, including (unless the context shall otherwise
require) all certificates and any agreement of consolidation or merger filed
pursuant to the Delaware General Corporation Law, as amended.

                      ARTICLE 2. MEETING OF STOCKHOLDERS

         Section 2.1     Place. All meetings of the stockholders may be held at
such place either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors as stated in the notice of the
meeting or in any duly executed waiver of notice thereof.

         Section 2.2     Annual Meeting. Annual meetings of stockholders shall
be held either in the month of September or October of each year at such
specific date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. If such annual meeting has
not been held as herein provided, a special meeting of the stockholders in lieu
of the annual meeting may be held, and any business transacted or elections held
at such special meeting shall have the same effect as if transacted or held at
the annual meeting, and in such case all references in these By-laws, except in
this Section 2.2, to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.

         Section 2.3     Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Amended and Restated Certificate of Incorporation, may be called by the Board of
Directors and shall be called by the President or Secretary at the request in
writing of a majority of the Directors then in office. Such request shall state
the purpose or purposes of the proposed meeting.

                                      52


         Section 2.4     Notice of Meetings. A written notice of all meetings of
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the special meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.

         Section 2.5     Affidavit of Notice. An affidavit of the Secretary or
an Assistant Secretary or the transfer agent of the Corporation that notice of a
stockholders meetings has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.

         Section 2.6     Quorum. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
Amended and Restated Certificate of Incorporation. If, however, such quorum
shall not be present or represented by any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, except as hereinafter provided, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be presented or represented any business may be transacted which
might have been transacted at the original meeting. If the adjournment is for
more than thirty 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 2.7     Voting Requirements. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any questions brought
before such meeting, unless the question is one upon which, by express provision
of any applicable statute or of the Amended and Restated Certificate of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such questions.

         Section 2.8     Proxies and Voting. Unless otherwise provided in the
Amended and Restated Certificate of Incorporation, each stockholder shall at
every meeting of the stockholders be entitled to one vote in person or by proxy
for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period. Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held, and persons
whose stock is pledged shall be entitled to vote the pledged shares, unless in
the transfer by the pledgor on the books of the Corporation he shall have
expressly empowered the pledgee to vote said shares, in which case only the
pledgee, or his proxy, may represent and vote such shares. Shares of the capital
stock of the Corporation owned by the Corporation shall not be voted, directly
or indirectly.

         Section 2.9     Stockholder List. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order,

                                      53


and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting either at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting or, if not so specified, at the place
where the meeting is to be held. 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. The original or duplicate stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine such list, the stock ledger or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

         Section 2.10    Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof or to express consent to corporate
action in writing without a meeting, or entitled 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
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.

         If no record date is fixed by the Board of Directors:

                  (a)    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.

                  (b)    The record date for determining stockholders entitled
         to express consent to Corporate action in writing without a meeting,
         when no prior action by the Board of Directors is necessary, shall be
         the day which the first written consent is expressed.

                  (c)    The record date for determining stockholders for any
         other purpose shall be at the close of business on the day on which the
         Board of Directors adopts the resolution relating thereto.

         Section 2.11    Notice of Stockholder Business. (a) For a proposal to
be properly brought before an annual meeting by a stockholder or for a
stockholder to nominate a person or persons for election as directors at an
annual meeting or any special meeting at which directors are to be elected, the
stockholder must give timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Corporation not
less than 45 days, but not more than 60 days, prior to the meeting; provided,
however, if less than 60 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder

                                      54


to be timely must be so received not later than the close of business on the
15th business day following the day on which such notice or public disclosure of
the date of the meeting is made.

         (b)   A stockholder's notice to the Secretary relating to a proposal
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the proposal desired to be brought
before the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder who intends to make the proposal and any
other stockholders known by such stockholder to support such proposal, (iii) the
class and number of shares of the Corporation's capital stock which are
beneficially owned by the stockholder and by any other stockholders known by
such stockholder to support such proposal as of the date of such stockholder
notice, and (iv) any financial interest of the stockholder in such proposal.

         (c)   A stockholder's notice to the Secretary relating to a nominee for
election as a director shall set forth (i) the name and address, as they appear
on the Corporation's books, of the stockholder who intends to make the
nomination and any other stockholder's known by such stockholder to support the
nomination, (ii) the class and number of shares of the Corporation's capital
stock which are beneficially owned by the stockholder and by any other
stockholders known by such stockholder to support such proposal as of the date
of such stockholder notice, (iii) a representation that such stockholder is a
holder of record of stock of the Corporation entitled to vote as such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (iv) a description of all
arrangements or understandings between such stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by such stockholder, (v) such other
information regarding each nominee proposed by such stockholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated by the Board of Directors, and (vi) the consent of
each nominee to serve as a director of the Corporation if elected.

         (d)   The Board of Directors, or a designated committee thereof, may
determine whether a notice has complied with the requirements of this Section
2.11, and may reject as invalid any stockholder proposal or nomination which was
not the subject of a notice timely made in accordance with, and containing all
information required by, the terms of this Section 2.11. If neither the Board of
Directors nor such committee a determination as to the compliance with the
requirements of this Section 2.11, the presiding officers at the meeting shall
determine and declare at the meeting whether such notice has so complied. If the
Board of Directors or a designated committee thereof or the presiding officer
determines that a stockholder proposal or nomination was the subject of a notice
made in accordance with the terms of this Section 2.11, and if the stockholder
giving such notice shall make such proposal or nomination, the presiding officer
shall so declare at the meeting, and ballots shall be provided for use at the
meeting with respect to such proposal or nomination. If the Board of Directors
or a designated committee thereof or the presiding officer determines that a
stockholder proposal or nomination was not the subject of a notice made in
accordance with the terms of this Section 2.11, and if the

                                      55


stockholder giving such notice shall make such proposal or nomination, the
presiding officer shall so declare at the meeting and any such proposal shall
not be acted upon at the meeting.

         (e)   Notwithstanding the foregoing, a stockholder may present at an
annual meeting any proposal which such stockholder has caused to be included in
the Corporation's proxy materials pursuant to Rule 14a-8 promulgated pursuant to
the Securities Exchange Act of 1934, as amended.

         (f)   This Section 2.11 shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees of the Board of Directors, but in connection with such reports,
no new business shall be acted upon at such annual meeting unless stated, filed
and received as herein provided.

                             ARTICLE 3. DIRECTORS

         Section 3.1     Enumeration; Election and Term of Office. The Board of
Directors shall consist of not more than seven Directors, except that whenever
there shall be only one stockholder the number of Directors shall be not less
than one. Except in the case of vacancies as set forth in Article 8, the
Directors shall be chosen at the annual meeting of the stockholders by such
stockholders as have the right to vote thereon, and each Director shall hold
office until the next annual meeting of the stockholders and until his successor
is elected and qualified, unless he sooner resigns or is removed in accordance
with Article 8 below.

         Section 3.2     Duties. The business of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Amended and Restated Certificate of Incorporation or by
these By-laws directed or required to be exercised or done by the stockholders.

         Section 3.3     Compensation. Unless otherwise restricted by the
Amended and Restated Certificate of Incorporation or these By-laws, the Board of
Directors shall have the authority to fix the compensation of Directors. The
Directors may be paid their expenses, if any, of attendance, at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

         Section 3.4     Reliance on Books. A member of Board of Directors or a
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be duly protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any committee, or in relying in
good faith upon other records of the Corporation.

                                      56


                 ARTICLE 4. MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.1     Place. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

         Section 4.2     Annual Meeting. The first meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
stockholders or any special meeting held in lieu thereof and no notice of such
meeting shall be necessary to the newly elected Directors in order legally to
constitute the meeting.

         Section 4.3     Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.

         Section 4.4     Special Meetings. Special meetings of the Board may be
called by the Chairman or President on two days' notice to each Director either
personally or by mail or by telegram; special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of two Directors unless the Board consists of only one Director, in which case
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of the sole Director.

         Section 4.5     Quorum. At all meetings of the Board a majority of the
Directors then in office shall constitute a quorum for the transaction of
business and, except as otherwise provided in the Amended and Restated
Certificate of Incorporation or those By-laws, the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Amended and Restated Certificate of Incorporation. If a quorum
shall not be present at any meeting of the Board of Directors, the Directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

         Section 4.6     Action Without Meeting. Unless otherwise restricted by
the Amended and Restated Certificate of Incorporation or these By-laws, any
action required or permitted to be taken at any meeting of the Board of
Directors 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, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.

         Section 4.7     Telephone Meetings. Unless otherwise restricted by the
Amended and Restated Certificate of Incorporation or these By-laws, members of
the Board of Directors, or any committee designated by the Board of Directors,
may participate in a meeting of the Board of Directors, or any 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 such
participation in a meeting shall constitute presence in person at the meeting.

                                      57


                      ARTICLE 5. COMMITTEES OF DIRECTORS

         Section 5.1     Designation. (a) The Board of Directors may, by
resolution passed by a majority of the whole Board, 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 the committee.

         (b)   In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

         (c)   Any such committee, to the extent provided in the resolution of
the Board of Directors designating the committee, shall have and may exercise
all the powers and authority of the Board of Directors 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 in reference to amending the Amended
and Restated Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the By-laws of the Corporation and, unless the
resolution or the Amended and Restated Certificate of Incorporation so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

         Section 5.2     Records of Meetings. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.

                              ARTICLE 6. NOTICES

         Section 6.1     Method of Giving Notice. Whenever, under any provision
of the law or of the Amended and Restated Certificate of Incorporation or of
these By-laws, notice is required to be given to any Director or stockholder,
such notice shall be given in writing by the Secretary or the person or persons
calling the meeting by leaving such notice with such Director or stockholder at
his residence or usual place of business or by mailing it addressed to such
Director or stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by telegram.

         Section 6.2     Waiver. Whenever any notice is required to be given
under any provision of law or of the Amended and Restated Certificate of
Incorporation or of these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends the meeting

                                      58


for 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.

                              ARTICLE 7. OFFICERS

         Section 7.1     In General. The officers of the Corporation shall be
chosen by the Board of Directors and shall include a President, a Secretary and
a Treasurer. The Board of Directors may also choose a Chairman of the Board, one
or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any
number of offices may be held by the same person, unless the Amended and
Restated Certificate of Incorporation or these By-laws otherwise provide. In
addition, the President may designate one or more employees or the Corporation
having the title of vice president or assistant vice president, but who shall
not be officers of the Corporation, who shall hold such titles at the pleasure
of the President and who shall have such powers and duties as the President may
from time to time designate.

         Section 7.2     Election of President, Secretary and Treasurer. The
Board of Directors at its first meeting after each annual meeting of
stockholders shall choose a President, a Secretary and a Treasurer.

         Section 7.3     Election of Other Officers. The Board of Directors may
appoint such other officers and agents as it shall deem appropriate who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.

         Section 7.4     Salaries.  The salaries of all officers and agents of
the Corporation may be fixed by the Board of Directors.

         Section 7.5     Term of Office. The officers of the Corporation shall
hold office until their successors are chosen and qualify. Any officer elected
or appointed by the Board of Directors may be removed at any time in the manner
specified in Section 8.2.

         Section 7.6     Duties of President and Chairman of the Board. The
Board shall have a Chairman of the Board who shall preside at all meetings of
stockholders and at all meetings of the Board of Directors. The President shall
be the chief executive officer of the Corporation, shall preside at meetings of
the Board of Directors in the absence of the Chairman of the Board, shall have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The Chairman of the
Board, if any, shall make his counsel available to the other officers of the
Corporation, shall be authorized to sign stock certificates on behalf of the
Corporation, shall preside at all meetings of the Directors at which he is
present, and, in the absence of the President at all meetings of the
stockholders, and shall have such other duties and powers as may from time to
the be conferred upon him by the Directors.

                                      59


         Section 7.7     Duties of Vice President. In the absence of the
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated by the Directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the President
not otherwise conferred upon the Chairman of the Board, if any, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

         Section 7.8     Duties of Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, except as otherwise provided in these By-laws, and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. He shall have charge of the stock ledger (which
may, however, be kept by any transfer agent or agents of the Corporation under
his direction) and of the corporate seal of the Corporation.

         Section 7.9     Duties of Assistant Secretary. The Assistant Secretary,
or if there be more than one, the Assistant Secretaries in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the Secretary or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Secretary and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

         Section 7.10    Duties of Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers from such
disbursements, and shall render the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
of his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of this office and for the restoration to the Corporation. In case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

         Section 7.11    Duties of Assistant Treasurer. The Assistant Treasurer,
or if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors (if there be no such determination, then in
the order of their election), shall, in the absence of the Treasurer or in the
event of his inability or refusal to act, perform the duties and exercise the

                                      60


powers of the Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                ARTICLE 8. RESIGNATIONS, REMOVALS AND VACANCIES

         Section 8.1     Directors. (a) Resignations. Any Director may resign at
any time by giving written notice to the Board of Directors or the President or
the Secretary. Such resignation shall take effect at the time specified therein;
and unless, otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

         (b)   Removals. Any Director may be removed from office or the entire
Board of Directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors, unless
otherwise specified by law or the Amended and Restated Certificate of
Incorporation.

         The Directors may terminate or modify the authority of any agent or
employee. The Directors may remove any officer from office with or without
assignment of cause by vote of a majority of the Directors then in office.

         If cause is assigned for removal of any Director or officer, such
Director or officer may be removed only after a reasonable notice and
opportunity to be heard before the body proposing to remove him.

         No Director or officer who resigns or is removed shall have any right
to any compensation as such Director or officer for any period following his
resignation or removal, or any right to damages on account of such removal
whether his compensation be by the month or by the year or otherwise, provided,
however, that the foregoing provision shall not prevent such Director or officer
from obtaining damages for breach of any contract of employment legally binding
upon the Corporation.

         (c)   Vacancies. Vacancies resulting from any increase in the
authorized number of Directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the Directors
then in office, though less than a quorum.

         If the office of any officer becomes vacant, the Directors may choose
or appoint a successor by vote of a majority of the Directors present at the
meeting at which such choice or appointment is made.

         Each successor director or officer shall hold office for the unexpired
term of his predecessor and until his successor shall be elected or appointed,
as the case may be, and qualified, or until he sooner dies, resigns, is removed
or becomes disqualified.

         Section 8.2     Officers. The Board of Directors may, at any meeting
called for the purpose, by vote of a majority of their entire number, remove
from office any officer of the Corporation, with or without cause. The Board of
Directors may, at any meeting, by vote of a

                                      61


majority of the Directors present at such meeting, accept the resignation of any
officer of the Corporation or remove or accept the resignation of any employee
or agent or any member of any committee regardless of how appointed, and any
officer, agent or employee other than an executive officer may also be removed
with or without cause, or his resignation accepted by the committee or officer
which appointed such person. Any vacancy occurring in the office of President,
Secretary or Treasurer shall be filled by the Board of Directors and the
officers so chosen shall hold office subject to the By-laws for the unexpired
term in respect of which the vacancy occurred and until their successors shall
be elected and qualify.

                       ARTICLE 9. CERTIFICATES OF STOCK

         Section 9.1     Issuance of Stock. The Directors may, at any time and
from time to time, if all of the shares of capital stock which the Corporation
is authorized by its Amended and Restated Certificate of Incorporation to issue
have not been issued, subscribed for, or otherwise committed to be issued, issue
or take subscriptions for additional shares of its capital stock up to the
amount authorized in its Amended and Restated Certificate or Incorporation. Such
stock shall be issued and the consideration paid therefor in the manner
prescribed by law.

         Section 9.2     Right to Certificate; Form. Every holder of stock in
the Corporation shall be entitled to have a certificate, signed by, or in the
name of the Corporation by, the Chairman or the Board, the President or a Vice
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation. Certificates may be issued for partly paid shares and in
such case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor,
and the amount paid thereon shall be specified.

         Section 9.3     Facsimile Signature. Any of or all the signatures on
the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

         Section 9.4     Lost Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates. The Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

         Section 9.5     Transfer of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a

                                      62


new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

         Section 9.6     Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof except as otherwise provided
by the laws of Delaware.

                        ARTICLE 10. EXECUTION OF PAPERS

         Except as otherwise provided in these By-laws or as the Board of
Directors may generally or in particular cases otherwise determine, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
President or the Treasurer.

                            ARTICLE 11. FISCAL YEAR

         Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the twelve month period
ending on the Saturday closest to April 30.

                               ARTICLE 12. SEAL

         The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                              ARTICLE 13. OFFICES

         In addition to its principal office, the Corporation may have offices
at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the Corporation
may require.

                          ARTICLE 14. INDEMNIFICATION

         Section 14.1    Actions other than by or in the Right of the
Corporation. 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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the

                                      63


Corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his 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 which may
be 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 his conduct was unlawful.

         Section 14.2    Actions by or in the Right of the Corporation. 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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and 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 unless and only to the extent that the Court of Chancery of the State of
Delaware 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 exercises which the Court of Chancery of the State of
Delaware or such other court shall deem proper.

         Section 14.3    Success on the Merits. To the extent that any person
described in Sections 14.1 or 14.2 has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         Section 14.4    Specific Authorization. Any indemnification under
Sections 14.1 or 14.2 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections. Such determination shall be made (1) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders of the
Corporation.

         Section 14.5 Advance Payment. Expenses incurred in defending a civil or
criminal 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 or any person

                                      64


described in said Section to repay such amount if it shall ultimately be
determined that he is not entitled to indemnification by the Corporation as
authorized in this Article 14.

         Section 14.6    Non-Exclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
14 shall not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

         Section 14.7    Insurance. The Board of Directors may authorize, by a
vote of the majority of the full board, the Corporation 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
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article 14.

         Section 14.8 Continuation of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article 14 shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Section 14.9    Severability. If any word, clause or provision of this
Article 14 or any award made hereunder shall for any reason be determined to be
invalid, the provisions hereof shall not otherwise be affected thereby but shall
remain in full force and effect.

         Section 14.10   Intent of Article. The intent of this Article 14 is to
provide for indemnification and advancement of expenses to the fullest extent
permitted by Section 14.5 of the General Corporation Law of Delaware. To the
extent that such Section or any successor section may be amended or supplemented
from time to time, this Article 14 shall be amended automatically and construed
so as to permit indemnification and advancement of expenses to the fullest
extent from time to time permitted by law.

                            ARTICLE 15. AMENDMENTS

         These By-laws may be altered, amended or repealed or new By-laws may be
adopted by the stockholders or by a majority of the full Board of Directors when
such power is conferred upon the Board of Directors by the Amended and Restated
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-laws is contained in the notice of such special meeting, or by the
unanimous

                                      65


written consent of the Directors. If the power to adopt, amend or repeal By-laws
is conferred upon the Board of Directors by the Certificate of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal By-laws.

                                      66

EX-3.25

                                                                    EXHIBIT 3.25

                         CERTIFICATE OF INCORPORATION

                                      OF

                           IT C & V OPERATIONS, INC.


                                   ARTICLE I


                              NAME OF CORPORATION

                       The name of this corporation is:

                           IT C & V Operations, Inc.


                                  ARTICLE II

                               REGISTERED OFFICE

     The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and the
name of its registered agent of the Corporation in the State of Delaware at such
address is Corporation Service Company.

                                  ARTICLE III

                                    PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                                  ARTICLE IV

                           AUTHORIZED CAPITAL STOCK

     The Corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($0.01).


                                   ARTICLE V

                                 INCORPORATOR

     The name and mailing address of the incorporator of the corporation is:

                    Sheila R. Hawkins
                    Corporation Service Company
                    1090 Vermont Avenue, N.W., Suite 430
                    Washington, D.C.  20005

                                  ARTICLE VI

                         BOARD POWER REGARDING BYLAWS

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the bylaws of the corporation.

                                  ARTICLE VII

                             ELECTION OF DIRECTORS

     Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.

                                  ARTICLE VIII

                        LIMITATION OF DIRECTOR LIABILITY

     To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a director of the corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director.  If the Delaware General Corporation Law
is amended after the date of the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended from time to time.  No repeal or
modification of this Article VIII by the stockholders shall adversely affect any
right or protection of a director of the corporation existing by virtue of this
Article VIII at the time of such repeal or modification.

                                   ARTICLE IX

                                CORPORATE POWER

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.


                                   ARTICLE X

                      CREDITOR COMPROMISE OR ARRANGEMENT

     Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs.  If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation to do business both within and without the State of
Delaware, and in pursuance of the Delaware General Corporation Law, does make
and file this Certificate.

Dated:  January 16, 1998


                              /s/ Sheila R. Hawkins
                              -------------------------------------------
                                         Sheila R. Hawkins, Incorporator

EX-3.26

                                                                    EXHIBIT 3.26
                                                                    ------------


                           IT C & V OPERATIONS, INC.
                           ------------------------

                           (a Delaware corporation)

                                    BYLAWS



                                   ARTICLE I

                                    Offices

          SECTION 1.01   Registered Office.  The registered office of IT C & V
                         -----------------
Operations, Inc. (hereinafter called the "Corporation") in the State of Delaware
shall be at 1013 Centre Road, City of Wilmington, County of New Castle; and the
name of the registered agent of the Corporation in the State of Delaware at such
address is Corporation Service Company.

          SECTION 1.02   Other Offices.  The Corporation may also have an office
                         -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

          SECTION 2.01   Annual Meetings.  Annual meetings of the stockholders
                         ---------------
of the Corporation for the purpose of electing directors and for the transaction
of such other proper business as may come before such meetings may be held at
such time, date and place as the Board shall determine by resolution.

          SECTION 2.02   Special Meetings.  A special meeting of the
                         ----------------
stockholders for the transaction of any proper business may be called at any
time by the Board or by the President.

          SECTION 2.03   Place of Meetings.  All meetings of the stockholders
                         -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04   Notice of Meetings.  Except as otherwise required by
                         ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid


envelope, directed to him at his post office address furnished by him to the
Secretary of the Corporation for such purpose or, if he shall not have furnished
to the Secretary his address for such purpose, then at his post office address
last known to the Secretary, or by transmitting a notice thereof to him at such
address by telegraph, cable, or wireless. Except as otherwise expressly required
by law, no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose or purposes for which the meeting is called. Notice of any
meeting of stockholders shall not be required to be given to any stockholder who
shall have waived such notice and such notice shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, except as a
stockholder who shall attend such 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. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken.

          SECTION 2.05   Quorum.  Except in the case of any meeting for the
                         ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06   Voting.
                         ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

          (i)  on the date fixed pursuant to Section 6.05 of these Bylaws as the
     record date for the determination of stockholders entitled to notice of and
     to vote at such meeting, or

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

          (b)  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 in such other

                                       2


corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Persons holding stock of
the Corporation in a fiduciary capacity shall be entitled to vote such stock.
Persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the Corporation he shall have expressly empowered
the pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent such stock and vote thereon. Stock having voting power standing of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants in common, tenants by entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the General Corporation Law of the
State of Delaware.

          (c)  Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07   List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08   Judges.  If at any meeting of the stockholders a vote
                         ------
by written ballot shall be taken on any question, the chairman of such meeting
may appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be

                                       3


in writing and subscribed and delivered by them to the Secretary of the
Corporation. The judges need not be stockholders of the Corporation, and any
officer of the Corporation may be a judge on any question other than a vote for
or against a proposal in which he shall have a material interest.

          SECTION 2.09   Action Without Meeting.  Any action required to be
                         ----------------------
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may 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 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.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

                                  ARTICLE III

                              Board of Directors

          SECTION 3.01   General Powers.  The property, business and affairs of
                         --------------
the Corporation shall be managed by the Board.

          SECTION 3.02   Number and Term of Office.  A director need not be a
                         -------------------------
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The initial Board of Directors shall consist of at least one person.
Thereafter the number of directors constituting the whole board shall be at
least one. Subject to the foregoing limitation and except for the first Board of
Directors, such number may be fixed from time to time by action of the
stockholders or the directors, or, if the number is not fixed, the number shall
be at least one. The number of directors may be increased or decreased by action
of the stockholders or the directors. Each of the directors of the Corporation
shall hold office until his successor shall have been duly elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.03   Election of Directors.  The directors shall be elected
                         ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04   Resignations.  Any director of the Corporation may
                         ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05   Vacancies.  Except as otherwise provided in the
                         ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote

                                       4


of the majority of the remaining directors, although less than a quorum. Each
director so chosen to fill a vacancy shall hold office until his successor shall
have been elected and shall qualify or until he shall resign or shall have been
removed in the manner hereinafter provided.

          SECTION 3.06   Place of Meeting, Etc.  The Board may hold any of its
                         ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 3.07   First Meeting.  The Board shall meet as soon as
                         -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08   Regular Meetings.  Regular meetings of the Board may be
                         ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09   Special Meetings.  Special meetings of the Board of
                         ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10   Notice.  Notice of the time, place and purpose of any
                         ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer. Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors. If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given. Notice of any meeting of the
Board shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such 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.

          SECTION 3.11   Quorum and Manner of Acting.  Except as otherwise
                         ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of

                                       5


directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.12   Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13   Removal of Directors.  Subject to the provisions of the
                         --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.14   Compensation.  The directors shall receive only such
                         ------------
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15   Committees.  The Board may, by resolution passed by a
                         ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

          SECTION 4.01   Title.  The officers of the Corporation shall consist
                         -----
of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient,
or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman
of the Board, an Executive Vice-

                                       6


President, one or more other Vice-Presidents, one or more Assistant Secretaries,
one or more Assistant Treasurers, and such other officers with such titles as
the resolution of the Board of Directors choosing them shall designate. Except
as may otherwise be provided in the resolution of the Board of Directors
choosing him, no officer need be a director. Any number of offices may be held
by the same person, as the directors may determine.

          SECTION 4.02   Election, Term of Office and Qualifications.  The
                         -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof. Each officer shall hold
office until his successor shall have been duly chosen and shall qualify or
until his resignation or removal in the manner hereinafter provided.

          SECTION 4.03   Assistants, Agents and Employees, Etc.  In addition to
                         -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04   Removal.  Any officer, assistant, agent or employee of
                         -------
the Corporation may be removed, with or without cause, at any time: (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05   Resignations.  Any officer or assistant may resign at
                         ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein, or, if the time be not specified, upon receipt thereof by the
Board or the Secretary, as the case may be; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

          SECTION 4.06   Vacancies.  A vacancy in any office because of death,
                         ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07   The President.  The President of the Corporation shall
                         -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08   The Vice Presidents.  Each Vice President shall have
                         -------------------
such powers and perform such duties as the Board may from time to time
prescribe. At the request of

                                       7


the President, or in case of the President's absence or inability to act upon
the request of the Board, a Vice President shall perform the duties of the
President and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President.

          SECTION 4.09   The Secretary.  The Secretary shall, if present, record
                         -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10   The Treasurer.  The Treasurer shall have the general
                         -------------
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board. He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever. He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

          SECTION 4.11   Compensation.  The compensation of the officers of the
                         ------------
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01   Execution of Contracts.  The Board, except as in these
                         ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02   Checks, Drafts, Etc.  All checks, drafts or other
                         -------------------
orders for payment of money, notes or other evidence of indebtedness, issued in
the name of or payable to

                                       8


the Corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
Board. Each such officer, assistant, agent or attorney shall give such bond, if
any, as the Board may require.

          SECTION 5.03   Deposits.  All funds of the Corporation not otherwise
                         --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Chief Financial Officer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

          SECTION 5.04   General and Special Bank Accounts.  The Board may from
                         ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

          SECTION 6.01   Certificates for Stock.  Every owner of stock of the
                         ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer. Any of or
all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue. A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate

                                       9


or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.

          SECTION 6.02   Transfers of Stock.  Transfers of shares of stock of
                         ------------------
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 6.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented to
the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03   Regulations.  The Board may make such rules and
                         -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04   Lost, Stolen, Destroyed, and Mutilated Certificates.
                         ---------------------------------------------------
In any case of loss, theft, destruction, or mutilation of any certificate of
stock, another may be issued in its place upon proof of such loss, theft,
destruction, or mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.

          SECTION 6.05   Fixing Date for Determination of Stockholders of
                         ------------------------------------------------
Record. In order that the Corporation may determine the stockholders entitled
- ------
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
other change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not be
more than 60 nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action. If in any case involving the
determination of stockholders for any purpose other than notice of or voting at
a meeting of stockholders or expressing consent to corporate action without a
meeting the Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on the
day on which the Board shall adopt the resolution relating thereto. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

                                       10


                                  ARTICLE VII

                                Indemnification

          SECTION 7.01   Action, Etc. Other Than by or in the Right of the
                         -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02   Actions, Etc., by or in the Right of the Corporation.
                         ----------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

          SECTION 7.03   Determination of Right of Indemnification.  Any
                         -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not

                                       11


parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04   Indemnification Against Expenses of Successful Party.
                         ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05   Prepaid Expenses.  Expenses incurred by an officer or
                         ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06   Other Rights and Remedies.  The indemnification
                         -------------------------
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07   Insurance.  Upon resolution passed by the Board, the
                         ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08   Constituent Corporations.  For the purposes of this
                         ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

                                       12


          SECTION 7.09   Other Enterprises, Fines, and Serving at Corporation's
                         ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.

                                 ARTICLE VIII

                                 Miscellaneous

          SECTION 8.01   Seal.  The Board shall provide a corporate seal, which
                         ----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02   Waiver of Notices.  Whenever notice is required to be
                         -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03   Amendments.  These Bylaws, or any of them, may be
                         ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.27

                                                                    EXHIBIT 3.27

                         CERTIFICATE OF INCORPORATION

                                      OF

                             PEG ACQUISITION CORP.



                                   ARTICLE I


                              NAME OF CORPORATION

                       The name of this corporation is:

                             PEG Acquisition Corp.


                                  ARTICLE II

                               REGISTERED OFFICE

     The address of the registered office of the corporation in the State of
Delaware is 9 East Loockerman Street, in the City of Dover 19901, County of
Kent, and the name of its registered agent at that address is National
Registered Agents, Inc.

                                  ARTICLE III


                                    PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                                  ARTICLE IV


                           AUTHORIZED CAPITAL STOCK

     The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($0.01).

                                   ARTICLE V


                                 INCORPORATOR

     The name and mailing address of the incorporator of the corporation is:


                    Lisa Harding
                    c/o National Corporate Research, LTD.
                    9 East Loockerman Street
                    Dover, Delaware 19901

                                  ARTICLE VI


                         BOARD POWER REGARDING BYLAWS

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the bylaws of the corporation.

                                  ARTICLE VII


                             ELECTION OF DIRECTORS

     Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.

                                 ARTICLE VIII


                       LIMITATION OF DIRECTOR LIABILITY

     To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a director of the corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. If the Delaware General Corporation Law
is amended after the date of the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended from time to time. No repeal or
modification of this Article VIII by the stockholders shall adversely affect any
right or protection of a director of the corporation existing by virtue of this
Article VIII at the time of such repeal or modification.

                                  ARTICLE IX


                                CORPORATE POWER

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.


                                   ARTICLE X


                      CREDITOR COMPROMISE OR ARRANGEMENT

     Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation to do business both within and without the State of
Delaware, and in pursuance of the Delaware General Corporation Law, does make
and file this Certificate.

Dated:  September 4, 1997


                              /s/ Lisa Harding
                              ---------------------------------------
                                          Lisa Harding, Incorporator


                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                             PEG ACQUISITION CORP.
                           (a Delaware corporation)


     James M. Redwine hereby certifies as follows:

     FIRST:  He is the Secretary of PEG Acquisition Corp., a Delaware
corporation (the "Corporation").

     SECOND:  Article I of the Certificate of Incorporation of this Corporation
is hereby amended to read in its entirety as follows:

     "The name of this corporation is:

          IT E&C Operations, Inc."

     THIRD:  The foregoing amendment of the Certificate of Incorporation of this
Corporation has been duly approved by the sole stockholder of the Corporation by
written consent in accordance with Sections 228 and 242 of the Delaware General
Corporation Law.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by James M. Redwine, its Secretary, as of this 22nd day
of December, 1997.


                              /s/ James M. Redwine
                              ------------------------------------------
                                          James M. Redwine, Secretary

EX-3.28

                                                                    EXHIBIT 3.28
                                                                    ------------

                             PEG ACQUISITION CORP.
                             --------------------

                           (a Delaware corporation)

                                    BYLAWS


                                   ARTICLE I

                                    Offices

          SECTION 1.01   Registered Office.  The registered office of PEG
                         -----------------
Acquisition Corp. (hereinafter called the "Corporation") in the State of
Delaware shall be at 9 East Loockerman Street, City of Dover, County of Kent,
and the name of the registered agent in charge thereof shall be National
Registered Agents, Inc.

          SECTION 1.02   Other Offices.  The Corporation may also have an office
                         -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the Board) may from time
to time determine or as the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

          SECTION 2.01   Annual Meetings.  Annual meetings of the stockholders
                         ---------------
of the Corporation for the purpose of electing directors and for the transaction
of such other proper business as may come before such meetings may be held at
such time, date and place as the Board shall determine by resolution.

          SECTION 2.02   Special Meetings.  A special meeting of the
                         ----------------
stockholders for the transaction of any proper business may be called at any
time by the Board or by the President.

          SECTION 2.03   Place of Meetings.  All meetings of the stockholders
                         -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04   Notice of Meetings.  Except as otherwise required by
                         ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the Corporation for such purpose or, if he shall not have furnished
to the Secretary his address for such purpose, then


at his post office address last known to the Secretary, or by transmitting a
notice thereof to him at such address by telegraph, cable, or wireless. Except
as otherwise expressly required by law, no publication of any notice of a
meeting of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and, in the
case of a special meeting, shall also state the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall have waived such notice and
such notice shall be deemed waived by any stockholder who shall attend such
meeting in person or by proxy, except as a stockholder who shall attend such
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. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

          SECTION 2.05   Quorum.  Except in the case of any meeting for the
                         ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06   Voting.
                         ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

          (i)  on the date fixed pursuant to Section 6.05 of these Bylaws as the
     record date for the determination of stockholders entitled to notice of and
     to vote at such meeting, or

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

          (b)  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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may

                                       2


represent such stock and vote thereon. Stock having voting power standing of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants in common, tenants by entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the General Corporation Law of the
State of Delaware.

          (c)  Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07   List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08   Judges.  If at any meeting of the stockholders a vote
                         ------
by written ballot shall be taken on any question, the chairman of such meeting
may appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

          SECTION 2.09   Action Without Meeting.  Any action required to be
                         ----------------------
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting,

                                       3


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 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. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE III

                              Board of Directors

          SECTION 3.01   General Powers.  The property, business and affairs of
                         --------------
the Corporation shall be managed by the Board.

          SECTION 3.02   Number and Term of Office.  The number of directors of
                         -------------------------
the corporation shall be one (1).  Directors need not be stockholders.  Each of
the directors of the Corporation shall hold office until his successor shall
have been duly elected and shall qualify or until he shall resign or shall have
been removed in the manner hereinafter provided.

          SECTION 3.03   Election of Directors.  The directors shall be elected
                         ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04   Resignations.  Any director of the Corporation may
                         ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05   Vacancies.  Except as otherwise provided in the
                         ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06   Place of Meeting, Etc.  The Board may hold any of its
                         ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 3.07   First Meeting.  The Board shall meet as soon as
                         -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

                                       4


          SECTION 3.08   Regular Meetings.  Regular meetings of the Board may be
                         ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09   Special Meetings.  Special meetings of the Board of
                         ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10    Notice.  Notice of the time, place and purpose of any
                          ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer. Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors. If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given. Notice of any meeting of the
Board shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such 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.

          SECTION 3.11   Quorum and Manner of Acting.  Except as otherwise
                         ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of the directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.12   Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13   Removal of Directors.  Subject to the provisions of the
                         --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

                                       5


          SECTION 3.14   Compensation.  The directors shall receive only such
                         ------------
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15   Committees.  The Board may, by resolution passed by a
                         ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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. Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

          SECTION 4.01   Title.  The officers of the Corporation shall be a
                         -----
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Chief Financial
Officer. A Chief Executive Officer and a Treasurer may be elected by the Board,
if the Board determines such officers are necessary to the Corporation.

          SECTION 4.02   Election, Term of Office and Qualifications.  The
                         -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof. Each officer shall hold
office until his successor shall have been duly chosen and shall qualify or
until his resignation or removal in the manner hereinafter provided.

          SECTION 4.03   Assistants, Agents and Employees, Etc.  In addition to
                         -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, having such authority, and perform such
duties as the Board may from time to time determine. The Board may delegate to
any officer of the Corporation or any committee of the Board the power to
appoint, remove and prescribe the duties of any such assistants, agents or
employees.

          SECTION 4.04   Removal.  Any officer, assistant, agent or employee of
                         -------
the Corporation may be removed, with or without cause, at any time: (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in

                                       6


the case of an officer, assistant, agent or employee, by any officer of the
Corporation or committee of the Board upon whom or which such power of removal
may be conferred by the Board.

          SECTION 4.05   Resignations.  Any officer or assistant may resign at
                         ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein, or, if the time be not specified, upon receipt thereof by the
Board or the Secretary, as the case may be; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

          SECTION 4.06   Vacancies.  A vacancy in any office because of death,
                         ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed by these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07   The President.  The President of the Corporation shall
                         -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08   The Vice President.  Each Vice President shall have
                         ------------------
such powers and perform such duties as the Board may from time to time
prescribe. At the request of the President, or in case of the President's
absence or inability to act upon the request of the Board, a Vice President
shall perform the duties of the President and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.

          SECTION 4.09   The Secretary.  The Secretary shall, if present, record
                         -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10   The Chief Financial Officer.  The Chief Financial
                         ---------------------------
Officer shall have the general care and custody of the funds and securities of
the Corporation, and shall deposit all such funds in the name of the Corporation
in such banks, trust companies or other depositories as shall be selected by the
Board. He shall receive, and give receipts for, monies due and payable to the
Corporation from any source whatsoever. He shall exercise general supervision
over expenditures and disbursements made by officers, agents and employees of
the Corporation and the preparation of such records and reports in connection
therewith as may be necessary or desirable. He shall, in general, perform all
other duties incident to the office of Chief Financial Officer and such other
duties as from time to time may be assigned to him by the Board.

                                       7


          SECTION 4.11   Compensation.  The compensation of the officers of the
                         ------------
Corporation shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01   Execution of Contracts.  The Board, except as in these
                         ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02   Checks, Drafts, Etc.  All checks, drafts or other
                         -------------------
orders for payment of money, notes or other evidence of indebtedness, issued in
the name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03   Deposits.  All funds of the Corporation not otherwise
                         --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Chief Financial Officer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

          SECTION 5.04   General and Special Bank Accounts.  The Board may from
                         ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                       8


                                  ARTICLE VI

                           Shares and Their Transfer

          SECTION 6.01   Certificates for Stock.  Every owner of stock of the
                         ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice president, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer. Any of or
all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue. A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.

          SECTION 6.02   Transfers of Stock.  Transfers of shares of stock of
                         ------------------
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 6.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented to
the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03   Regulations.  The Board may make such rules and
                         -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04   Lost, Stolen, Destroyed, and Mutilated Certificates.
                         ---------------------------------------------------
In any case of loss, theft, destruction, or mutilation of any certificates of
stock, another may be issued in its place upon proof of such loss, theft,
destruction, or mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sum as the Board may direct; provided,

                                       9


however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper to do so.

          SECTION 6.05   Fixing Date for Determination of Stockholders of
                         ------------------------------------------------
Record. In order that the Corporation may determine the stockholders entitled
- -------
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
other change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not be
more than 60 nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action. If in any case involving the
determination of stockholders for any purpose other than notice of or voting at
a meeting of stockholders or expressing consent to corporate action without a
meeting of the Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on the
day on which the Board shall adopt the resolution relating thereto. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

                                  ARTICLE VII

                                Indemnification

          SECTION 7.01   Action, Etc. Other Than by or in the Right of the
                         -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02   Actions, Etc. by or in the Right of the Corporation.
                         ---------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in

                                       10


connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he 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 for negligence or misconduct in the performance of his
duty 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.

          SECTION 7.03   Determination of Right of Indemnification.  Any
                         -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. 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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04   Indemnification Against Expenses of Successful Party.
                         ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05   Prepaid Expenses.  Expenses incurred by an officer or
                         ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06   Other Rights and Remedies.  The indemnification
                         -------------------------
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

          SECTION 7.07   Insurance.  Upon resolution passed by the Board, the
                         ---------
Corporation may 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 him and incurred by him in

                                       11


any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08   Constituent Corporations.  For the purposes of this
                         ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09   Other Enterprises, Fines, and Serving at Corporation's
                         ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.

                                 ARTICLE VIII

                                 Miscellaneous

          SECTION 8.01   Seal.  The Board shall provide a corporate seal, which
                         ----
shall be in the form of a circle and bear the name of the Corporation and words
and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02   Waiver of Notices.  Whenever notice is required to be
                         -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03   Amendments.  These Bylaws, or any of them, may be
                         ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       12

EX-3.29

                                                                    EXHIBIT 3.29


                         CERTIFICATE OF INCORPORATION

                                      OF

                     IT ENVIRONMENTAL AND FACILITIES, INC.


                                   ARTICLE I
                              NAME OF CORPORATION
                       The name of this corporation is:

                     IT Environmental and Facilities, Inc.

                                  ARTICLE II
                               REGISTERED OFFICE

     The address of the registered office of the corporation in the State of
Delaware is 9 East Loockerman Street, in the City of Dover 19901, County of
Kent, and the name of its registered agent at that address is National
Registered Agents, Inc.

                                  ARTICLE III
                                    PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                                  ARTICLE IV
                           AUTHORIZED CAPITAL STOCK

     The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($0.01).

                                   ARTICLE V
                                 INCORPORATOR

     The name and mailing address of the incorporator of the corporation is:

               Tami Gerardi
               c/o National Corporate Research, LTD.
               9 East Loockerman Street
               Dover, Delaware 19901


                                  ARTICLE VI
                         BOARD POWER REGARDING BYLAWS

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the bylaws of the corporation.

                                  ARTICLE VII
                             ELECTION OF DIRECTORS

     Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.

                                 ARTICLE VIII
                       LIMITATION OF DIRECTOR LIABILITY

     To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a director of the corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. If the Delaware General Corporation Law
is amended after the date of the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended from time to time. No repeal or
modification of this Article VIII by the stockholders shall adversely affect any
right or protection of a director of the corporation existing by virtue of this
Article VIII at the time of such repeal or modification.

                                  ARTICLE IX
                                CORPORATE POWER

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.

                                   ARTICLE X
                      CREDITOR COMPROMISE OR ARRANGEMENT

     Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three-
fourths in value of the


creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation to do business both within and without the State of
Delaware, and in pursuance of the Delaware General Corporation Law, does make
and file this Certificate.

Dated:  April 5, 1999

                                  /s/ Tami Gerardi, Incorporator
                       ---------------------------------------------
                       Tami Gerardi, Incorporator

EX-3.30

                                                                   Exhibit 3.30
                                                                   ------------

                     IT ENVIRONMENTAL AND FACILITIES, INC.
                     -------------------------------------

                           (a Delaware corporation)

                                    BYLAWS



                                   ARTICLE I

                                    Offices

          SECTION 1.01  Registered Office.  The registered office of IT
                        -----------------
Environmental and Facilities, Inc. (hereinafter called the "Corporation") in the
State of Delaware shall be at 9 East Loockerman Street, City of Dover, County of
Kent, and the name of the registered agent in charge thereof shall be National
Registered Agents, Inc.

          SECTION 1.02  Other Offices.  The Corporation may also have an office
                        -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the Board) may from time
to time determine or as the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

          SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of
                        ---------------
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02  Special Meetings.  A special meeting of the stockholders
                        ----------------
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03  Place of Meetings.  All meetings of the stockholders
                        -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04  Notice of Meetings.  Except as otherwise required by
                        ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the


Corporation for such purpose or, if he shall not have furnished to the Secretary
his address for such purpose, then at his post office address last known to the
Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable, or wireless. Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except as a stockholder who
shall attend such 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. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

          SECTION 2.05  Quorum.  Except in the case of any meeting for the
                        ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof.  In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time.  At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06  Voting.
                        ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i)    on the date fixed pursuant to Section 6.05 of these Bylaws
     as the record date for the determination of stockholders entitled to notice
     of and to vote at such meeting, or

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

          (b)  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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor

                                       2


be counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy.  At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07  List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                        ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges

                                       3


need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

          SECTION 2.09  Action Without Meeting.  Any action required to be taken
                        ----------------------
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may 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 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.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                  ARTICLE III

                              Board of Directors

          SECTION 3.01  General Powers.  The property, business and affairs of
                        --------------
the Corporation shall be managed by the Board.

          SECTION 3.02  Number and Term of Office.  The number of directors of
                        -------------------------
the corporation shall be three (3).  Directors need not be stockholders.  Each
of the directors of the Corporation shall hold office until his successor shall
have been duly elected and shall qualify or until he shall resign or shall have
been removed in the manner hereinafter provided.

          SECTION 3.03  Election of Directors.  The directors shall be elected
                        ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04  Resignations.  Any director of the Corporation may
                        ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the
                        ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum.  Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                        ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the

                                       4


meeting or in the notice or a waiver of notice of any such meeting. Directors
may participate in any regular or special meeting of the Board by means of
conference telephone or similar communications equipment pursuant to which all
persons participating in the meeting of the Board can hear each other, and such
participation shall constitute presence in person at such meeting.

          SECTION 3.07  First Meeting.  The Board shall meet as soon as
                        -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be
                        ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09  Special Meetings.  Special meetings of the Board of
                        ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10  Notice.  Notice of the time, place and purpose of any
                        ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer.  Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given.  Notice of any meeting of
the Board shall not be required to be given to any director who is present at
such meeting, except a director who shall attend such 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.

          SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise
                        ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present.  In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present.  Notice of any adjourned meeting need not be given.  The
directors shall act only as a Board, and the individual directors shall have no
power as such.

                                       5


          SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                        --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.14  Compensation.  The directors shall receive only such
                        ------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15  Committees.  The Board may, by resolution passed by a
                        ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

          SECTION 4.01  Number.  The officers of the Corporation shall be a
                        ------
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Treasurer and a Secretary.  A Chief
Financial Officer or Chief Executive Officer may be elected by the Board, if the
Board determines such officer is necessary to the Corporation.

          SECTION 4.02  Election, Term of Office and Qualifications.  The
                        -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof.

                                       6


Each officer shall hold office until his successor shall have been duly chosen
and shall qualify or until his resignation or removal in the manner hereinafter
provided.

          SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to
                        -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04  Removal.  Any officer, assistant, agent or employee of
                        -------
the Corporation may be removed, with or without cause, at any time:  (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05  Resignations.  Any officer or assistant may resign at
                        ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation.  Any such resignation shall take effect at the
time specified therein, or, if the time be not specified, upon receipt thereof
by the Board or the Secretary, as the case may be; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                        ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07  The President.  The President of the Corporation shall
                        -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08  The Vice Presidents.  Each Vice President shall have
                        -------------------
such powers and perform such duties as the Board may from time to time
prescribe.  At the request of the President, or in case of the President's
absence or inability to act upon the request of the Board, a Vice President
shall perform the duties of the President and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.

          SECTION 4.09  The Secretary.  The Secretary shall, if present, record
                        -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all

                                       7


documents to be executed on behalf of the Corporation under its seal; and, in
general, he shall perform all the duties incident to the office of Secretary and
such other duties as may from time to time be assigned to him by the Board.

          SECTION 4.10  The Treasurer.  The Treasurer shall have the general
                        -------------
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board.  He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever.  He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable.  He shall, in general, perform all other duties incident
to the office of Chief Financial Officer and such other duties as from time to
time may be assigned to him by the Board.

          SECTION 4.11  Compensation.  The compensation of the officers of the
                        ------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation.  Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01  Execution of Contracts.  The Board, except as in these
                        ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other orders
                        -------------------
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board.  Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                        --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of

                                       8


deposit and for the purpose of collection for the account of the Corporation,
the President, any Vice President or the Treasurer (or any other officer or
officers, assistant or assistants, agent or agents, or attorney or attorneys of
the Corporation who shall from time to time be determined by the Board) may
endorse, assign and deliver checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation.

          SECTION 5.04  General and Special Bank Accounts.  The Board may from
                        ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

          SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                        ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him.  The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer.  Any of or all of the signatures on
the certificates may be a facsimile.  In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation.  Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

          SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                        ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.

                                       9


Whenever any transfer of shares shall be made for collateral security, and not
absolutely, such fact shall be so expressed in the entry of transfer if, when
the certificate or certificates shall be presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so.

          SECTION 6.03  Regulations.  The Board may make such rules and
                        -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates.  In
                        ---------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05  Fixing Date for Determination of Stockholders of Record.
                        -------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                  ARTICLE VII

                                Indemnification

          SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                        -------------------------------------------------
Corporation.  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 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

                                       10


expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his 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 which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

          SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.
                        ----------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

          SECTION 7.03  Determination of Right of Indemnification.  Any
                        -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02.  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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04  Indemnification Against Expenses of Successful Party.
                        ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                                       11


          SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                        ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06  Other Rights and Remedies.  The indemnification provided
                        -------------------------
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                        ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08  Constituent Corporations.  For the purposes of this
                        ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                        ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.

                                       12


                                 ARTICLE VIII

                                 Miscellaneous

          SECTION 8.01  Seal.  The Board shall provide a corporate seal, which
                        ----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02  Waiver of Notices.  Whenever notice is required to be
                        -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03  Amendments.  These Bylaws, or any of them, may be
                        ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.31

                                                                    EXHIBIT 3.31

                         CERTIFICATE OF INCORPORATION

                                      OF

                        IT INTERNATIONAL HOLDINGS, INC.


FIRST:   The name of the corporation is:   IT International Holdings, Inc.

SECOND:  The address of the registered office of the corporation in the State of
         Delaware is 1209 Orange Street, Wilmington, Delaware 19801, and the
         name of the registered agent at that address is The Corporation Trust
         Company.

THIRD:   The purpose of the corporation is to engage in any lawful act or
         activity for which corporations may be organized under the General
         Corporation Law of Delaware.

FOURTH:  The corporation shall be authorized to issue one class of stock to be
         designated Common Stock; the total number of shares which the
         corporation shall have authority to issue is five hundred thousand
         (500,000), and each such share shall have a par value of One Cent
         ($0.01)).

FIFTH:   The name and mailing address of the incorporator of the corporation is:

                    James M. Redwine, Esquire
                    IT Corporation
                    2790 Mosside Boulevard
                    Monroeville, PA 15146

SIXTH:   The board of directors is authorized to make, alter or repeal the
         bylaws of the corporation. Election of directors need not be by written
         ballot.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of January, 1999.

                                           /s/ James M. Redwine
                                           -------------------------------------
                                               Sole Incorporator

EX-3.32

                                                                    EXHIBIT 3.32

                        IT INTERNATIONAL HOLDINGS, INC.
                        -------------------------------

                           (a Delaware corporation)

                                    BYLAWS



                                   ARTICLE I

                                    Offices

          SECTION 1.01  Registered Office.  The registered office of IT
                        -----------------
International Holdings, Inc. (hereinafter called the "Corporation") in the State
of Delaware shall be at 1013 Centre Road, City of Wilmington, County of New
Castle; and the name of the registered agent of the Corporation in the State of
Delaware at such address is Corporation Service Company.

          SECTION 1.02  Other Offices.  The Corporation may also have an office
                        -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the Board) may from time
to time determine or as the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

          SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of
                        ---------------
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02  Special Meetings.  A special meeting of the stockholders
                        ----------------
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03  Place of Meetings.  All meetings of the stockholders
                        -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04  Notice of Meetings.  Except as otherwise required by
                        ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the


Corporation for such purpose or, if he shall not have furnished to the Secretary
his address for such purpose, then at his post office address last known to the
Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable, or wireless. Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except as a stockholder who
shall attend such 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. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

          SECTION 2.05  Quorum.  Except in the case of any meeting for the
                        ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof.  In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time.  At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06  Voting.
                        ------

          (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

              (i)  on the date fixed pursuant to Section 6.05 of these Bylaws as
     the record date for the determination of stockholders entitled to notice of
     and to vote at such meeting, or

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

          (b) 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 in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor

                                       2


be counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy.  At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07  List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                        ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges

                                       3


need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

          SECTION 2.09  Action Without Meeting.  Any action required to be taken
                        ----------------------
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may 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 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.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                  ARTICLE III

                               Board of Directors

          SECTION 3.01  General Powers.  The property, business and affairs of
                        --------------
the Corporation shall be managed by the Board.

          SECTION 3.02  Number and Term of Office.  The number of directors of
                        -------------------------
the corporation shall be three (3).  Directors need not be stockholders.  Each
of the directors of the Corporation shall hold office until his successor shall
have been duly elected and shall qualify or until he shall resign or shall have
been removed in the manner hereinafter provided.

          SECTION 3.03  Election of Directors.  The directors shall be elected
                        ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04  Resignations.  Any director of the Corporation may
                        ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the
                        ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum.  Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                        ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the

                                       4


meeting or in the notice or a waiver of notice of any such meeting. Directors
may participate in any regular or special meeting of the Board by means of
conference telephone or similar communications equipment pursuant to which all
persons participating in the meeting of the Board can hear each other, and such
participation shall constitute presence in person at such meeting.

          SECTION 3.07  First Meeting.  The Board shall meet as soon as
                        -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be
                        ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09  Special Meetings.  Special meetings of the Board of
                        ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10  Notice.  Notice of the time, place and purpose of any
                        ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer.  Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given.  Notice of any meeting of
the Board shall not be required to be given to any director who is present at
such meeting, except a director who shall attend such 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.

          SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise
                        ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present.  In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present.  Notice of any adjourned meeting need not be given.  The
directors shall act only as a Board, and the individual directors shall have no
power as such.

                                       5


          SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                        --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.14  Compensation.  The directors shall receive only such
                        ------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15  Committees.  The Board may, by resolution passed by a
                        ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

          SECTION 4.01  Title.  The officers of the Corporation shall consist of
                        -----
a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of
the Board, an Executive Vice-President, one or more other Vice-Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate.  Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer need be a director.  Any number
of offices may be held by the same person, as the directors may determine.

                                       6


          SECTION 4.02  Election, Term of Office and Qualifications.  The
                        -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof.  Each officer shall hold
office until his successor shall have been duly chosen and shall qualify or
until his resignation or removal in the manner hereinafter provided.

          SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to
                        -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04  Removal.  Any officer, assistant, agent or employee of
                        -------
the Corporation may be removed, with or without cause, at any time:  (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05  Resignations.  Any officer or assistant may resign at
                        ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation.  Any such resignation shall take effect at the
time specified therein, or, if the time be not specified, upon receipt thereof
by the Board or the Secretary, as the case may be; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                        ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07  The President.  The President of the Corporation shall
                        -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08  The Vice Presidents.  Each Vice President shall have
                        -------------------
such powers and perform such duties as the Board may from time to time
prescribe.  At the request of the President, or in case of the President's
absence or inability to act upon the request of the Board, a Vice President
shall perform the duties of the President and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.

          SECTION 4.09  The Secretary.  The Secretary shall, if present, record
                        -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a

                                       7


secretary shall not have been appointed in one or more books provided for that
purpose; he shall see that all notices are duly given in accordance with these
Bylaws and as required by law; he shall be custodian of the seal of the
Corporation and shall affix and attest the seal to all documents to be executed
on behalf of the Corporation under its seal; and, in general, he shall perform
all the duties incident to the office of Secretary and such other duties as may
from time to time be assigned to him by the Board.

          SECTION 4.10  The Treasurer.  The Treasurer shall have the general
                        -------------
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board.  He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever.  He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable.  He shall, in general, perform all other duties incident
to the office of Chief Financial Officer and such other duties as from time to
time may be assigned to him by the Board.

          SECTION 4.11  Compensation.  The compensation of the officers of the
                        ------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation.  Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01  Execution of Contracts.  The Board, except as in these
                        ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other orders
                        -------------------
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board.  Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                        --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks,

                                       8


trust companies or other depositories as the Board may select, or as may be
selected by any officer or officers, assistant or assistants, agent or agents,
or attorney or attorneys of the Corporation to whom such power shall have been
delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, the President, any Vice President
or the Treasurer (or any other officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation who shall from time
to time be determined by the Board) may endorse, assign and deliver checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation.

          SECTION 5.04  General and Special Bank Accounts.  The Board may from
                        ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

          SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                        ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him.  The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer.  Any of or all of the signatures on
the certificates may be a facsimile.  In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation.  Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

          SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                        ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and

                                       9


upon surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, such fact shall be so
expressed in the entry of transfer if, when the certificate or certificates
shall be presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

          SECTION 6.03  Regulations.  The Board may make such rules and
                        -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates.  In
                        ---------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05  Fixing Date for Determination of Stockholders of Record.
                        -------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                  ARTICLE VII

                                Indemnification

          SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                        -------------------------------------------------
Corporation.  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

                                       10


Corporation) 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 attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 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 his
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 which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.

          SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.
                        ----------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

          SECTION 7.03  Determination of Right of Indemnification.  Any
                        -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02.  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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04  Indemnification Against Expenses of Successful Party.
                        ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim,

                                       11


issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

          SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                        ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06  Other Rights and Remedies.  The indemnification provided
                        -------------------------
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                        ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08  Constituent Corporations.  For the purposes of this
                        ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                        ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and

                                       12


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.

                                 ARTICLE VIII

                                 Miscellaneous

          SECTION 8.01  Seal.  The Board shall provide a corporate seal, which
                        ----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02  Waiver of Notices.  Whenever notice is required to be
                        -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03  Amendments.  These Bylaws, or any of them, may be
                        ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.33

                                                                    EXHIBIT 3.33

                         CERTIFICATE OF INCORPORATION

                                      OF

                  GROUNDWATER TECHNOLOGY INTERNATIONAL, INC.

                          *    *    *    *    *    *

     FIRST.    The name of the corporation is Groundwater Technology
               International, Inc.

     SECOND.   The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

     THIRD.    The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

     FOURTH.   The total number of shares of stock which the corporation shall
have authority to issue is 1,000 shares of Common stock with a par value of One
Cent ($.0l) per share.

     FIFTH.    The name and mailing address of the sole incorporator is as
follows:


               Name               Mailing Address
               ----               ---------------

               Robin A. Painter   Testa, Hurwitz & Thibeault
                                  53 State Street
                                  Boston, MA  02109


     SIXTH.    The corporation is to have perpetual existence.

     SEVENTH.  In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

          A.   The board of directors of the corporation is expressly authorized
     to adopt, amend or repeal the by-laws of the corporation.

          B.   Elections of directors need not be by written ballot unless the
     by-laws of the corporation shall so provide.

          C.   The books of the corporation may be kept at such place within or
     without the State of Delaware as the by-laws of the corporation may provide
     or as may be designated from time to time by the board of directors of the
     corporation.

     EIGHTH.   Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its


stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three--
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     NINTH.  The corporation eliminates the personal liability of each member of
its board of directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the foregoing
shall not eliminate the liability of a director (i) for any breach of such
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
Code or (iv) for any transaction from which such director derived an improper
personal benefit.

     TENTH.  The corporation reserves the right to amend or repeal any provision
contained in this certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon a stockholder herein are
granted subject to this reservation.

     I, THE UNDERSIGNED, being the sole incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 6th day of January, 1987.


                                /s/  Robin A. Painter
                              --------------------------------
                              Robin A. Painter
                              Sole Incorporator


                           CERTIFICATE OF AMENDMENT

                                      OF

                  GROUNDWATER TECHNOLOGY INTERNATIONAL, INC.

     Groundwater Technology International, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State or
Delaware, does hereby certify:

     FIRST:     That the Board of Directors of said Corporation, by unanimous
written consent of the Board of Directors, duly adopted the following resolution
declaring advisable the following amendment to the Certificate of Incorporation
of the Corporation, as amended:

     RESOLVED:  That it is advisable and in the best interest of the Corporation
that the Corporation's Certificate of Incorporation, as mended, be amended by
restating Article FIRST in its entirely as follows: "The name of the corporation
is Fluor Daniel GTI International, Inc."

     SECOND:    That the amendment was duly adopted pursuant to Section 228 of
the General Corporation Law of the State at Delaware by written consent of the
sole stockholder of the Corporation.

     THIRD:     That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, Groundwater Technology International, Inc. has caused
this Certificate to be signed by its Vice President and its Assistant Secretary
this 10th day of June 1996.

                              GROUNDWATER TECHNOLOGY
                              INTERNATIONAL INC.

                              By:  /s/  Richard W. Lewis
                              ------------------------------------------------
                                              Richard W. Lewis, Vice President

Attest:

  /s/  Brian D. Goldsteini
- --------------------------
Brian D. Goldstein,
Assistant Secretary


                          CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                     FLUOR DANIEL GTI INTERNATIONAL, INC.

     Fluor Daniel GTI International, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:    That the Board of Directors of said corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted and
approved the following to amend the Certificate of Incorporation of said
corporation:

     RESOLVED, that the Certificate of Incorporation of Fluor Daniel GTI
international, Inc. be amended by changing the first Article thereof so that, as
amended, said Article shall be and read as follows:

     1.  The name of the corporation is:  IT International Investments, Inc.

     SECOND:   That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

     THIRD:    That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

     IN WITNESS WHEREOF, Fluor Daniel GTI International, Inc. has caused this
certificate to be signed by James M. Redwine its sole Director this 9th day of
March, 1999.

                              Fluor Daniel GTI International, Inc.

                              By:  /s/ James M. Redwine
                                  ------------------------------------
                                             James M. Redwine
                                               Sole Director

EX-3.34

                                                                    EXHIBIT 3.34


                      IT INTERNATIONAL INVESTMENTS, INC.
                      ----------------------------------

                           (a Delaware corporation)

                                    BYLAWS



                                   ARTICLE I

                                    Offices

          SECTION 1.01  Registered Office.  The registered office of IT
                        -----------------
International Investment, Inc. (hereinafter called the "Corporation") in the
State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of
New Castle; and the name of the registered agent of the Corporation in the State
of Delaware at such address is CT Corporation System.

          SECTION 1.02  Other Offices.  The Corporation may also have an office
                        -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

          SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of
                        ---------------
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02  Special Meetings.  A special meeting of the stockholders
                        ----------------
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03  Place of Meetings.  All meetings of the stockholders
                        -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04  Notice of Meetings.  Except as otherwise required by
                        ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the


Corporation for such purpose or, if he shall not have furnished to the Secretary
his address for such purpose, then at his post office address last known to the
Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable, or wireless. Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except as a stockholder who
shall attend such 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. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

          SECTION 2.05  Quorum.  Except in the case of any meeting for the
                        ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof.  In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time.  At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06  Voting.
                        ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i)  on the date fixed pursuant to Section 6.05 of these Bylaws
     as the record date for the determination of stockholders entitled to notice
     of and to vote at such meeting, or

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

          (b)  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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor

                                       2


be counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.

          (c)  Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy.  At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07  List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                        ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges

                                       3


need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

          SECTION 2.09  Action Without Meeting.  Any action required to be taken
                        ----------------------
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may 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 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.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                  ARTICLE III

                              Board of Directors

          SECTION 3.01  General Powers.  The property, business and affairs of
                        --------------
the Corporation shall be managed by the Board.

          SECTION 3.02  Number and Term of Office.  A director need not be a
                        -------------------------
stockholder, a citizen of the United States, or a resident of the State of
Delaware.  The initial Board of Directors shall consist of at least one person.
Thereafter the number of directors constituting the whole board shall be at
least one.  Subject to the foregoing limitation and except for the first Board
of Directors, such number may be fixed from time to time by action of the
stockholders or the directors, or, if the number is not fixed, the number shall
be at least one.  The number of directors may be increased or decreased by
action of the stockholders or the directors.  Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03  Election of Directors.  The directors shall be elected
                        ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04  Resignations.  Any director of the Corporation may
                        ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the
                        ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum.  Each director so chosen

                                       4


to fill a vacancy shall hold office until his successor shall have been elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                        ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting.  Directors may participate in any regular or special
meeting of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 3.07  First Meeting.  The Board shall meet as soon as
                        -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be
                        ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09  Special Meetings.  Special meetings of the Board of
                        ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10  Notice.  Notice of the time, place and purpose of any
                        ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer.  Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given.  Notice of any meeting of
the Board shall not be required to be given to any director who is present at
such meeting, except a director who shall attend such 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.

          SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise
                        ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting

                                       5


of the Board, and all matters shall be decided at any such meeting, a quorum
being present, by the affirmative votes of a majority of the directors present.
In the absence of a quorum, a majority of directors present at any meeting may
adjourn the same from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. The directors shall act only as a
Board, and the individual directors shall have no power as such.

          SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                        --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.14  Compensation.  The directors shall receive only such
                        ------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15  Committees.  The Board may, by resolution passed by a
                        ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

          SECTION 4.01  Title.  The officers of the Corporation shall consist of
                        -----
a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of
the Board, an Executive Vice-President, one or more other Vice-Presidents, one
or more Assistant Secretaries, one or

                                       6


more Assistant Treasurers, and such other officers with such titles as the
resolution of the Board of Directors choosing them shall designate. Except as
may otherwise be provided in the resolution of the Board of Directors choosing
him, no officer need be a director. Any number of offices may be held by the
same person, as the directors may determine.

          SECTION 4.02  Election, Term of Office and Qualifications.  The
                        -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof.  Each officer shall hold
office until his successor shall have been duly chosen and shall qualify or
until his resignation or removal in the manner hereinafter provided.

          SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to
                        -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04  Removal.  Any officer, assistant, agent or employee of
                        -------
the Corporation may be removed, with or without cause, at any time:  (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05  Resignations.  Any officer or assistant may resign at
                        ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation.  Any such resignation shall take effect at the
time specified therein, or, if the time be not specified, upon receipt thereof
by the Board or the Secretary, as the case may be; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                        ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07  The President.  The President of the Corporation shall
                        -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08  The Vice Presidents.  Each Vice President shall have
                        -------------------
such powers and perform such duties as the Board may from time to time
prescribe.  At the request of the President, or in case of the President's
absence or inability to act upon the request of the

                                       7


Board, a Vice President shall perform the duties of the President and when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President.

          SECTION 4.09  The Secretary.  The Secretary shall, if present, record
                        -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10  The Treasurer.  The Treasurer shall have the general
                        -------------
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board.  He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever.  He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable.  He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

          SECTION 4.11  Compensation.  The compensation of the officers of the
                        ------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation.  Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01  Execution of Contracts.  The Board, except as in these
                        ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other orders
                        -------------------
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as,

                                       8


from time to time, shall be determined by resolution of the Board. Each such
officer, assistant, agent or attorney shall give such bond, if any, as the Board
may require.

          SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                        --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the President, any
Vice President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

          SECTION 5.04  General and Special Bank Accounts.  The Board may from
                        ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

          SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                        ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him.  The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer.  Any of
or all of the signatures on the certificates may be a facsimile.  In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue.  A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation.  Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.

                                       9


          SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                        ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.  Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03  Regulations.  The Board may make such rules and
                        -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates.  In
                        ---------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05  Fixing Date for Determination of Stockholders of Record.
                        -------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                       10


                                  ARTICLE VII

                                Indemnification

          SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                        -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.
                        ----------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

          SECTION 7.03  Determination of Right of Indemnification.  Any
                        -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. Such determination shall be made (i)
by the Board by a majority vote of a quorum consisting of directors who were not

                                       11


parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04  Indemnification Against Expenses of Successful Party.
                        ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                        ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06  Other Rights and Remedies.  The indemnification provided
                        -------------------------
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                        ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08  Constituent Corporations.  For the purposes of this
                        ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

                                       12


          SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                        ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.

                                 ARTICLE VIII

                                 Miscellaneous

          SECTION 8.01  Seal.  The Board shall provide a corporate seal, which
                        ----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02  Waiver of Notices.  Whenever notice is required to be
                        -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03  Amendments.  These Bylaws, or any of them, may be
                        ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.35

                                                                    EXHIBIT 3.35

                         CERTIFICATE OF INCORPORATION

                                      OF

                             IT DEUTSCHLAND, INC.

                                    * * * *
     1.  The name of the corporation is

                             IT DEUTSCHLAND, INC.

     2.  The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3.  The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4.  The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000) and the par value of each of such
share is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars
($1,000.00).

     5.  The name and mailing address of each incorporator is as follows:

          NAME                      MAILING ADDRESS
          ----                      ---------------

          V.A. Brookens             Corporation Trust Center
                                    1209 Orange Street
                                    Wilmington, Delaware 19801

          J.L. Austin               Corporation Trust Center
                                    1209 Orange Street
                                    Wilmington, Delaware 19801


          M.C. Kinnamon             Corporation Trust Center
                                    1209 Orange Street
                                    Wilmington, Delaware 19801

     6.   The corporation is to have perpetual existence.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.

     8.   Elections of directors need not be by written ballot unless the by-
laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     9.   The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     10.  To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, a director of this
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty of a director.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of


Delaware, do make this certificate, hereby declaring and certifying that this is
our act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 13th day of December, 1989.


                                    /s/ V.A. Brookens
                                    --------------------------
                                    V.A. BROOKENS


                                    /s/ J.L. Austin
                                    --------------------------
                                    J.L. AUSTIN


                                    /s/ M.C. Kinnamon
                                    --------------------------
                                    M.C. KINNAMON


                              AGREEMENT OF MERGER

     THIS AGREEMENT OF MERGER, dated the 31st day of March, l995, is between IT
DEUTSCHLAND, INC., a Delaware Corporation ("Surviving Corporation"), IT ITALIA,
INC., a Delaware Corporation, and IT ESPANA, INC., a Delaware Corporation
("Disappearing Corporations"), and is made pursuant to (S)251 of the General
                                                                     -------
Corporation Law of the State of Delaware.
- ---------------

                                   RECITALS

     A.   Surviving Corporation is a Delaware corporation authorized to issue
one thousand (1,000) common shares of the par value of One Dollar ($1.00) per
share, of which there are outstanding on the date of this Agreement, one hundred
(100) shares.

     B.   Disappearing Corporations are Delaware corporations, each authorized
to issue one thousand (1,000) common shares of the par value of One Dollar
($1.00) per share, of which there are outstanding, as to each, on the date of
this Agreement, one hundred (100) shares.

     C.   The Surviving Corporation and Disappearing Corporations desire to
merge into a single corporation, as hereinafter specified.

     D.   The registered office of IT DEUTSCHLAND, INC. in the State of Delaware
is located at 32 Loockerman Square, Suite L-100, in the City of Dover, County of
Kent, and the name of its registered agent at such address is the Prentice-Hall
Corporation System, Inc.; the registered office of IT ESPANA, INC. in the Stare
of Delaware is located at 32 Loockerman Square, Suite L-100, in the City of
Dover, County of Kent, and the name of its registered agent at such address is
the Prentice-Hall Corporation System, Inc.; the registered office of IT ITALIA,


INC. in the State of Delaware is located at 32 Loockerman Square, Suite L-100,
in the City of Dover, County of Kent, and the name of its registered agent at
such address is the Prentice-Hall Corporation System, Inc.

                                   AGREEMENT

     Surviving Corporation and Disappearing Corporations agree to merge on and
be subject to the following terms and conditions:

     1.   Merger.  On the Effective Date (as defined in Section 4(c) hereof),
Disappearing Corporations shall merge with and into Surviving Corporation (the
"Merger"); the corporate existence of Surviving Corporation shall continue; and
the separate corporate existence of Disappearing Corporations shall cease. The
corporate identity, existence, name, purposes, franchises, powers, rights and
immunities of Surviving Corporation shall continue unaffected and unimpaired by
the Merger; and the corporate identity, existence, purposes, franchises, powers,
rights, and immunities of Disappearing Corporations shall vest in Surviving
Corporation. Surviving Corporation shall be subject to all of the debts and
liabilities of Disappearing Corporations as if Surviving Corporation had itself
incurred them, and all rights of creditors and all liens upon the property of
each of Surviving Corporation and Disappearing Corporations shall be preserved,
unimpaired, provided that liens, if any upon the property of Disappearing
Corporations shall be limited to the property affected by those liens
immediately prior to the Effective Date.

     2.   Certificate of Incorporation. The Certificate of Incorporation of
Surviving Corporation shall be and remain its Certificate of Incorporation,
surviving this merger, except that Article I shall be amended to read as
follows:


          "The name of this Corporation is IT INTERNATIONAL HOLDINGS, INC."

     3.   Outstanding Shares. All of the issued and outstanding shares of
Surviving Corporation (IT DEUTSCHLAND, INC.) and all of the issued and
outstanding shares of Disappearing Corporations (IT ESPANA, INC. and IT ITALIA,
INC.) are owned by INTERNATIONAL TECHNOLOGY CORPORATION; therefore, by virtue of
the Merger and without any action of any shareholder, upon the Effective Date
each share of capital stock of Disappearing Corporations outstanding immediately
prior to the Effective Date shall be canceled, and no shares of the Surviving
Corporation shall be issued in exchange therefor.

     4.   The terms and conditions of the Merger are as follows:

          (a) Bylaws.  The Bylaws of Surviving Corporation as they shall exist
on the Effective Date of this Merger shall be and remain the Bylaws of Surviving
Corporation until the same shall be altered, amended or repealed as therein
provided.

          (b) Directors and Officers. The Directors and officers of Surviving
Corporation shall continue in office until the next annual meeting of
Shareholders and until their successors have been elected and qualified.

          (c) Effective Date. Surviving Corporation and Disappearing
Corporations shall each take or cause to be taken all such actions, or do or
cause to be done all such things, as are necessary, proper, or advisable under
the laws of the State of Delaware to make effective the Merger provided in this
Agreement, subject, however, to compliance with all other applicable laws.
Provided this Agreement is not abandoned, the Effective Date of the Merger shall
be the date of filing with the Secretary of State of Delaware. The date on which
the Merger so becomes effective is referred to in this Agreement as the
"Effective Date."


          (d) Transfer of Property, Rights and Interests. Upon the Merger
becoming effective, all the property, rights, privileges, franchises, patents,
trademarks, licenses, registrations and other assets of every kind and
description of the Disappearing Corporations shall be transferred to, be vested
in, and devolve upon the Surviving Corporation without further act or deed, and
all property, rights, and every other interest of Surviving Corporation and the
Disappearing Corporations shall be as effectively the property of Surviving
Corporation as they were of the Surviving Corporation and the Disappearing
Corporations, respectively.

          (e) Further Actions. Disappearing Corporations hereby agree from time
to time, as and when requested by Surviving Corporation or by its successors or
assigns, to execute and deliver or cause to be executed and delivered all such
deeds and instruments and to take or cause to be taken such further or other
action as Surviving Corporations may deem necessary or desirable in order to
vest in and confirm to Surviving Corporation title to and possession of any
property of the Disappearing Corporations acquired or to be acquired by reason
of or as a result of the Merger herein provided for, and otherwise to carry out
the intent and purposes hereof, and the proper officers and directors of
Disappearing Corporations and the proper officers and directors of Surviving
Corporation are fully authorized in the name of the Disappearing Corporations or
otherwise to take any and all such action.

     5.   Abandonment of Merger.  Any time prior to the Effective Date, this
Merger may be abandoned without further obligation or liability by action of the
Board of Directors of any of the constituent corporations, notwithstanding
approval of the merger by their Shareholder.

     6.   Surrender of Share Certificates.  After the Effective Date, the holder
of the outstanding certificate evidencing the shares of Disappearing
Corporations shall surrender the


certificate, duly endorsed as Surviving Corporation may require, to Surviving
Corporation or its agent for cancellation.

     7.   Other Provisions.

          (a) Amendment. This Agreement may be amended by the Boards of
Directors of the constituent corporations at any time prior to the Effective
Date, provided that an amendment made subsequent to the adoption of this
Agreement by the Shareholders of any constituent corporation shall not (i) alter
or change the amount or kind of shares, securities, cash, property and/or rights
to be received and exchanged for or on conversion of all or any of the shares of
any class or series thereof of such constituent corporation, (ii) alter or
change any terms of a certificate of incorporation to be affected by the Merger,
or (iii) alter or change any of the terms and conditions of this Agreement if
such alteration or change would adversely affect the holders of any class or
series thereof of such constituent corporation.

          (b) Governing Law.  This Agreement of Merger shall be governed by the
laws of the State of Delaware applicable to contracts made and to be performed
in Delaware.

          (c) Entire Agreement.  This Agreement contains the entire agreement of
the parties to this Agreement and supersedes any prior written or oral agreement
between them concerning the subject matter contained in this Agreement.

          (d) Counterparts.  This Agreement of Merger may be executed in any
number of counterparts and each such counterpart shall be deemed to be an
original instrument, but all of such counterparts together shall constitute but
one agreement.

     IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by the respective Boards of
Directors and that fact having been certified on said Agreement of Merger by the
Assistant Secretary of each corporate


party thereto, have caused these presents to be executed by the President of
each party hereto as the respective act, deed and agreement of each of said
corporations on this 31st day of March, 1995.

                                    Surviving Corporation:

                                    IT DEUTSCHLAND, INC.,
                                    a Delaware Corporation


                                    By:/s/ Robert B. Sheh
                                       -----------------------------
                                      Robert B. Sheh, President


                                    By:/s/ James M. Redwine
                                       -----------------------------
                                      James M. Redwine, Assistant Secretary

                                    Disappearing Corporations:


                                    IT ESPANA, INC.
                                    a Delaware Corporation


                                    By:/s/ Robert B. Sheh
                                       -----------------------------
                                      Robert B. Sheh, President


                                    By:/s/ James M. Redwine
                                       -----------------------------
                                      James M. Redwine, Assistant Secretary


                                    IT ITALIA, INC.
                                    a Delaware Corporation


                                    By:/s/ Robert B. Sheh
                                       -----------------------------
                                      Robert B. Sheh, President


                                    By:/s/ James M. Redwine
                                       -----------------------------
                                      James M. Redwine, Assistant Secretary


                          CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                        IT INTERNATIONAL HOLDINGS, INC.

     IT International Holdings, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of said corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted and
approved the following to amend the Certificate of Incorporation of said
corporation:

          RESOLVED, that the Certificate of Incorporation of IT International
          Holdings, Inc. be amended by changing the first Article thereof so
          that, as amended, said Article shall be and read as follows:

          1.  The name of the corporation is:  IT International Operations, Inc.

     SECOND:  That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

     THIRD:  That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

     IN WITNESS WHEREOF, IT International Holdings, Inc. has caused this
certificate to be signed by James M. Redwine, its Assistant Secretary, this 22nd
day of January, 1999.

                                    IT International Holdings, Inc.

                                    By:/s/ James M. Redwine
                                       -----------------------------
                                      James M. Redwine, Assistant Secretary

EX-3.36

                                                                    Exhibit 3.36


                                    BYLAWS
                                      OF
                              IT DEUTSCHLAND INC.


                                   ARTICLE I

                                    OFFICES

     SECTION 1.  REGISTERED OFFICE.  The registered office shall be established
and maintained at the Corporate Trust Center, 1209 Orange Street, City of
Wilmington in the County of New Castle in the State of Delaware.

     SECTION 2.  OTHER OFFICES.  The corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Director, may from time to time appoint or the business of the corporation may
require.

                                  ARTICLE II

                            MEETING OF STOCKHOLDERS

     SECTION 1.  ANNUAL MEETINGS.  Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.  In the event the
Board of Director fails to so determine the time, date and place of meeting, the
annual meeting of stockholders shall be held at the registered office of the
corporation in Delaware on first day of December of each year, commencing in
December 1990.

     If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day.  At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
may transact such other corporate business as shall be stated in the notice of
the meeting.

     SECTION 2.  OTHER MEETINGS.  Meetings of stockholders for any purpose other
than the election of directors may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting.

     SECTION 3. VOTING. Each stockholder entitled to vote in accordance with the
terms and provisions of the Certificate of Incorporation and these By-Laws shall
be entitled to one vote, in person or by proxy, for each share of stock entitled
to vote held by such stockholder, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. Upon the demand of
any stockholder, the vote for directors and upon any question before the meeting
shall be by ballot. All elections for directors shall be decided by plurality


vote; all other questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation or the laws of the State of
Delaware.

     SECTION 4.  STOCKHOLDER LIST.  The officer who has charge of the stock
ledger of the corporation shall at least 10 days before each meeting of
stockholders prepare a complete alphabetically addressed list of the
stockholders entitled to vote at the ensuing election, with the number of shares
held by each.  Said list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall be available for inspection at the meeting.

     SECTION 5.  QUORUM.  Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present.  At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

     SECTION 6.  SPECIAL MEETINGS.  Special meetings of the stockholders, for
any purpose, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the directors
or stockholders entitled to vote.  Such request shall state the purpose of the
proposed meeting.

     SECTION 7.  NOTICE OF MEETINGS.  Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than fifty days before the date of the meeting.

     SECTION 8.  BUSINESS TRANSACTED.  No business other than that stated in the
notice shall be transacted at any meeting without the unanimous consent of all
the stockholders entitled to vote thereat.

     SECTION 9.  ACTION WITHOUT MEETING.  Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or the Certificate of Incorporation or
of these By-Laws, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.

                                       2


                                  ARTICLE III

                                   DIRECTORS

     SECTION 1.  NUMBER AND TERM.  The number of directors shall be four.  The
directors shall be elected at the annual meeting of stockholders and each
director shall be elected to serve until his successor shall be elected and
shall qualify.  The number of directors may not be less than three except that
where all the shares of the corporation are owned beneficially and of record by
either one or two stockholders, the number of directors may be less than three
but not less than the number of stockholders.

     SECTION 2.  RESIGNATIONS.  Any director, member of a committee or other
officer may resign at any time.  Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary.  The acceptance of a
resignation shall not be necessary to make it effective.

     SECTION 3.  VACANCIES.  If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

     SECTION 4.  REMOVAL.  Any director or directors may be removed either for
or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.

     SECTION 5.  INCREASE OF NUMBER.  The number of directors may be increased
by amendment of these By-Laws by the affirmative vote of a majority of the
directors, though less than a quorum, or, by the affirmative vote of a majority
in interest of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualify.

     SECTION 6.  COMPENSATION.  Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the board a fixed fee and expenses of attendance may be allowed for
attendance at each meeting.  Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

     SECTION 7.  ACTION WITHOUT MEETING.  Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the board, or of such committee as the case may be, and
such written consent is filed with the minutes of proceedings of the board or
committee.

                                       3


                                  ARTICLE IV

                                   OFFICERS

     SECTION 1.  OFFICERS.  The officers of the corporation shall consist of a
President, a Treasurer, and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified.  In addition, the Board of Directors may elect a Chairman, one or
more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
it may deem proper.  None of the officers of the corporation need be directors.
The officers shall be elected at the first meeting of the Board of Directors
after each annual meeting.  More than two offices may be held by the same
person.

     SECTION 2.  OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint
such officers and agents as it may deem advisable, who shall hold their offices
for such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board of Directors.

     SECTION 3.  CHAIRMAN.  The Chairman of the Board of Directors if one be
elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.

     SECTION 4.  PRESIDENT.  The President shall be the chief executive officer
of the corporation and shall have the general powers and duties of supervision
and management usually vested in the office of President of a corporation.  He
shall preside at all meetings of the stockholders if present thereat, and in the
absence or non-election of the Chairman of the Board of Directors, at all
meetings of the Board of Directors, and shall have general supervision,
direction and control of the business of the corporation.  Except as the Board
of Directors shall authorize the execution thereof in some other manner, he
shall execute bonds, mortgages, and other contracts on behalf of the
corporation, and shall cause the seal 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 5.  VICE-PRESIDENT.  Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.

     SECTION 6.  TREASURER.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation.  He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, or the President, taking proper vouchers for such
disbursements.  He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation.  If required by the Board of Directors, he shall give the
corporation

                                       4


a bond for the faithful discharge of his duties in such amount and with such
surety as the board shall prescribe.

     SECTION 7.  SECRETARY.  The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-Laws, and in case of his absence or refusal or
neglect to do so, any such notice may be given by any person thereunto directed
by the President, or by the directors, or stockholders, upon whose requisition
the meeting is called as provided in these By-Laws.  He shall record all the
proceedings of the meetings of the corporation and of directors in a book to be
kept for that purpose, and shall affix the same to all instruments requiring it,
when authorized by the directors or the President, and attest the same.

     SECTION 8.  ASSISTANT TREASURERS & ASSISTANT SECRETARIES.  Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.

                                   ARTICLE V

     SECTION 1.  CERTIFICATES OF STOCK.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary of the corporation, certifying the number of shares
owned by him in the corporation.  If the corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.  Where a
certificate is countersigned (1) by a transfer agent other than the corporation
or its employee, or (2) by a registrar other than the corporation or its
employee, the signatures of such officers may be facsimiles.

     SECTION 2.  LOST CERTIFICATES.  New certificates of stock may be issued in
the place of any certificate therefore issued by the corporation, alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against it on
account of the alleged loss of any such new certificate.

     SECTION 3.  TRANSFER OF SHARES.  The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized

                                       5


attorneys or legal representatives, and upon such transfer the old certificates
shall be surrendered to the corporation by the delivery thereof to the person in
charge of the stock and transfer books and ledgers, or to such other persons as
the directors may designate, by who they shall be cancelled, and new
certificates shall thereupon be issued. A record shall be made of each transfer
and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

     SECTION 4.  STOCKHOLDERS RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled 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
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the day of such meeting, nor more than sixty days prior to any other
action.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     SECTION 5.  DIVIDENDS.  Subject to the provisions of the Certificate of
Incorporation the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient.  Before declaring any
dividends there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

     SECTION 6.  SEAL.  The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE."  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

     SECTION 7.  FISCAL YEAR.  The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

     SECTION 8.  CHECKS.  All checks, drafts, or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by officer or officers, agent or agents of the
corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

     SECTION 9.  NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day

                                       6


of such mailing. Stockholders not entitled to vote shall not be entitled to
receive notice of any meetings except as otherwise provided by statute.

     Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
corporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed proper notice.

                                  ARTICLE VI

                                  AMENDMENTS

     These By-Laws may be altered and repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
thereof is contained in the notice of such special meeting by the affirmative
vote of a majority of the stock issued and outstanding or entitled to vote
thereat, or by the regular meeting of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice thereof is contained in the notice of such special meeting.

                                       7

EX-3.37

                                                                    EXHIBIT 3.37

                         CERTIFICATE OF INCORPORATION
                                      OF
                         IT INVESTMENT HOLDINGS, INC.
                              A STOCK CORPORATION

     I, the undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
hereby certify as follows:

     FIRST:  The name of the corporation (the "Corporation") is IT Investment
Holdings, Inc.

     SECOND:  The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New York, Delaware
19805.  The name of the Corporation's registered agent at such address is
Corporation Service Company.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH:  The total number of shares which the Corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock, without par
value.

     FIFTH:  To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no director of the Corporation shall be personally liable to the Corporation or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Corporation.  Any repeal or
modification of this Article Fifth shall not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
repeal or modification.

     SIXTH:  Each person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect.  Without limiting the
generality or the effect of the foregoing, the Corporation may


enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article. Any
repeal or modification of this Article Sixth shall not adversely affect any
right or protection existing hereunder immediately prior to such repeal or
modification.

     SEVENTH:  The name and mailing address of the incorporator is:

                    James M. Redwine, Esq.
                    IT Corporation
                    23456 Hawthorne Boulevard
                    Torrance, CA  90505

     EIGHTH:  The names and mailing addresses of the persons who are to serve as
directors of the Corporation until the first annual meeting of stockholders or
until their successors are elected and qualified are as follows:

     NAME                               MAILING ADDRESS
     ----                               ---------------

     James M. Redwine, Esq.             IT Corporation
                                        23456 Hawthorne Boulevard
                                        Torrance, CA  90505


     IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove
named, do hereby execute this Certificate of Incorporation this 9th day of May,
1996.

                              /s/ James M. Redwine
                              --------------------
                              James M. Redwine

EX-3.38

                                                                    EXHIBIT 3.38
                                                                    ------------

                         IT INVESTMENT HOLDINGS, INC.
                         ----------------------------

                           (a Delaware corporation)

                                    BYLAWS




                                   ARTICLE I

                                    Offices

               SECTION 1.01  Registered Office.  The registered office of IT
                             ------------------
Investment Holdings, Inc. (hereinafter called the "Corporation") in the State of
Delaware shall be at 1013 Centre Road, City of Wilmington, County of New Castle;
and the name of the registered agent of the Corporation in the State of Delaware
at such address is Corporation Service Company.

               SECTION 1.02  Other Offices.  The Corporation may also have an
                             --------------
office or offices at such other place or places, either within or without the
State of Delaware, as the Board of Directors (hereinafter called the Board) may
from time to time determine or as the business of the Corporation may require.


                                  ARTICLE II

                           Meetings of Stockholders

               SECTION 2.01  Annual Meetings.  Annual meetings of the
                             ----------------
stockholders of the Corporation for the purpose of electing directors and for
the transaction of such other proper business as may come before such meetings
may be held at such time, date and place as the Board shall determine by
resolution.

               SECTION 2.02  Special Meetings.  A special meeting of the
                             -----------------
stockholders for the transaction of any proper business may be called at any
time by the Board or by the President.

               SECTION 2.03  Place of Meetings.  All meetings of the
                             ------------------
stockholders shall be held at such places, within or without the State of
Delaware, as may from time to time be designated by the person or persons
calling the respective meeting and specified in the respective notices or
waivers of notice thereof.

               SECTION 2.04  Notice of Meetings.  Except as otherwise required
                             -------------------
by law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to


him personally, or by depositing such notice in the United States mail, in a
postage prepaid envelope, directed to him at his post office address furnished
by him to the Secretary of the Corporation for such purpose or, if he shall not
have furnished to the Secretary his address for such purpose, then at his post
office address last known to the Secretary, or by transmitting a notice thereof
to him at such address by telegraph, cable, or wireless. Except as otherwise
expressly required by law, no publication of any notice of a meeting of the
stockholders shall be required. Every notice of a meeting of the stockholders
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, shall also state the purpose or purposes for which the meeting
is called. Notice of any meeting of stockholders shall not be required to be
given to any stockholder who shall have waived such notice and such notice shall
be deemed waived by any stockholder who shall attend such meeting in person or
by proxy, except as a stockholder who shall attend such 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. Except as
otherwise expressly required by law, notice of any adjourned meeting of the
stockholders need not be given if the time and place thereof are announced at
the meeting at which the adjournment is taken.

               SECTION 2.05  Quorum.  Except in the case of any meeting for the
                             -------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time. At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

               SECTION 2.06  Voting.
                             -------
               (a) Each stockholder shall, at each meeting of the stockholders,
be entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i) on the date fixed pursuant to Section 6.05 of these Bylaws
     as the record date for the determination of stockholders entitled to notice
     of and to vote at such meeting, or

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

                                       2


               (b) 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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants in common, tenants
by entirety or otherwise, or with respect to which two or more persons have the
same fiduciary relationship, shall be voted in accordance with the provisions of
the General Corporation Law of the State of Delaware.

               (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

               SECTION 2.07  List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

               SECTION 2.08  Judges.  If at any meeting of the stockholders a
                             -------
vote by written ballot shall be taken on any question, the chairman of such
meeting may appoint a judge or judges to act with respect to such vote. Each
judge so appointed shall first subscribe an oath faithfully to execute the
duties of a judge at such meeting with strict impartiality and according to the
best of his ability. Such judges shall decide upon the qualification of the
voters and shall

                                       3


report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

               SECTION 2.09  Action Without Meeting.  Any action required to be
                             -----------------------
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may 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 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.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

                                  ARTICLE III

                              Board of Directors

               SECTION 3.01  General Powers.  The property, business and affairs
                             ---------------
of the Corporation shall be managed by the Board.

               SECTION 3.02  Number and Term of Office.  A director need not be
                             --------------------------
a stockholder, a citizen of the United States, or a resident of the State of
Delaware. The initial Board of Directors shall consist of at least one person.
Thereafter the number of directors constituting the whole board shall be at
least one. Subject to the foregoing limitation and except for the first Board of
Directors, such number may be fixed from time to time by action of the
stockholders or the directors, or, if the number is not fixed, the number shall
be at least one. The number of directors may be increased or decreased by action
of the stockholders or the directors.. Each of the directors of the Corporation
shall hold office until his successor shall have been duly elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

               SECTION 3.03  Election of Directors.  The directors shall be
                             ----------------------
elected annually by the stockholders of the Corporation and the persons
receiving the greatest number of votes, up to the number of directors to be
elected, shall be the directors.

               SECTION 3.04  Resignations.  Any director of the Corporation may
                             -------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be 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.

                                       4


               SECTION 3.05  Vacancies.  Except as otherwise provided in the
                             ----------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

               SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of
                             ----------------------
its meetings at such place or places within or without the State of Delaware as
the Board may from time to time by resolution designate or as shall be
designated by the person or persons calling the meeting or in the notice or a
waiver of notice of any such meeting. Directors may participate in any regular
or special meeting of the Board by means of conference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.

               SECTION 3.07  First Meeting.  The Board shall meet as soon as
                             --------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

               SECTION 3.08  Regular Meetings.  Regular meetings of the Board
                             -----------------
may be held at such times as the Board shall from time to time by resolution
determine. If any day fixed for a regular meeting shall be a legal holiday at
the place where the meeting is to be held, then the meeting shall be held at the
same hour and place on the next succeeding business day not a legal holiday.
Except as provided by law, notice of regular meetings need not be given.

               SECTION 3.09  Special Meetings.  Special meetings of the Board of
                             -----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

               SECTION 3.10  Notice.  Notice of the time, place and purpose of
                             -------
any special meeting shall be given to the Directors by the Secretary, or in case
of his absence, refusal or inability to act, by any other officer. Any such
notice may be given by mail, by telegraph, by telephone, by facsimile or by
personal service, to each of the Directors. If the notice is by mail, it shall
be deposited in a United States Post Office at least forty-eight hours before
the time of the meeting; if by facsimile, transmitted at least twelve hours
before the time of the meeting; and if by telegraph, by deposit of the message
with the telegraph company at least twelve hours before the time of the meeting,
if by telephone or by personal service, given at least twelve hours before the
time of the meeting.

               Except where otherwise required by law or by these Bylaws, notice
of the purpose of a special meeting need not be given. Notice of any meeting of
the Board shall not be required to be given to any director who is present at
such meeting, except a director who

                                       5


shall attend such 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.

               SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise
                             ----------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

               SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

               SECTION 3.13  Removal of Directors.  Subject to the provisions of
                             ---------------------
the Certificate of Incorporation, any director may be removed at any time,
either with or without cause, by the affirmative vote of the stockholders having
a majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

               SECTION 3.14  Compensation.  The directors shall receive only
                             -------------
such compensation for their services as directors as may be allowed by
resolution of the Board. The Board may also provide that the Corporation shall
reimburse each such director for any expense incurred by him on account of his
attendance at any meetings of the Board or Committees of the Board. Neither the
payment of such compensation nor the reimbursement of such expenses shall be
construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.

               SECTION 3.15  Committees.  The Board may, by resolution passed by
                             -----------
a majority of the whole Board, designate one or more committees, each 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 and except as
otherwise limited by law, 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. Any such committee shall keep written minutes of
its meetings and report the same to the Board at the next regular meeting of the
Board. In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member.

                                       6


                                  ARTICLE IV

                                   Officers

               SECTION 4.01  Title.  The officers of the Corporation shall
                             ------
consist of a President, a Secretary, a Treasurer, and, if deemed necessary,
expedient, or desirable by the Board of Directors, a Chairman of the Board, a
Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers with such titles as the resolution of the Board of
Directors choosing them shall designate. Except as may otherwise be provided in
the resolution of the Board of Directors choosing him, no officer need be a
director. Any number of offices may be held by the same person, as the directors
may determine.

               SECTION 4.02  Election, Term of Office and Qualifications.  The
                             --------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof. Each officer shall hold
office until his successor shall have been duly chosen and shall qualify or
until his resignation or removal in the manner hereinafter provided.

               SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition
                             --------------------------------------
to the officers specified in Section 4.01, the Board may appoint other
assistants, agents and employees as it may deem necessary or advisable,
including one or more Assistant Secretaries, and one or more Assistant
Treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as the Board may from time to time determine. The Board
may delegate to any officer of the Corporation or any committee of the Board the
power to appoint, remove and prescribe the duties of any such assistants, agents
or employees.

               SECTION 4.04  Removal.  Any officer, assistant, agent or employee
                             --------
of the Corporation may be removed, with or without cause, at any time: (i) in
the case of an officer, assistant, agent or employee appointed by the Board,
only by resolution of the Board; and (ii) in the case of an officer, assistant,
agent or employee, by any officer of the Corporation or committee of the Board
upon whom or which such power of removal may be conferred by the Board.

               SECTION 4.05  Resignations.  Any officer or assistant may resign
                             -------------
at any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein, or, if the time be not specified, upon receipt thereof by the
Board or the Secretary, as the case may be; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

               SECTION 4.06  Vacancies.  A vacancy in any office because of
                             ----------
death, resignation, removal, disqualification, or other cause, may be filled for
the unexpired portion of the term thereof in the manner prescribed in these
Bylaws for regular appointments or elections to such office.

                                       7


               SECTION 4.07  The President.  The President of the Corporation
                             --------------
shall be the chief executive officer of the Corporation and shall have, subject
to the control of the Board, general and active supervision and management over
the business of the Corporation and over its several officers, assistants,
agents and employees.

               SECTION 4.08  The Vice Presidents.  Each Vice President shall
                             --------------------
have such powers and perform such duties as the Board may from time to time
prescribe. At the request of the President, or in case of the President's
absence or inability to act upon the request of the Board, a Vice President
shall perform the duties of the President and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.

               SECTION 4.09  The Secretary.  The Secretary shall, if present,
                             --------------
record the proceedings of all meetings of the Board, of the stockholders, and of
all committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

               SECTION 4.10  The Treasurer.  The Treasurer shall have the
                             --------------
general care and custody of the funds and securities of the Corporation, and
shall deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board. He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever. He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

               SECTION 4.11  Compensation.  The compensation of the officers of
                             -------------
the Corporation shall be fixed from time to time by the Board. None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

               SECTION 5.01  Execution of Contracts.  The Board, except as in
                             -----------------------
these Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into

                                       8


any contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by these Bylaws, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.

               SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other
                             --------------------
orders for payment of money, notes or other evidence of indebtedness, issued in
the name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

               SECTION 5.03  Deposits.  All funds of the Corporation not
                             ---------
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
may select, or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, the
President, any Vice President or the Chief Financial Officer (or any other
officer or officers, assistant or assistants, agent or agents, or attorney or
attorneys of the Corporation who shall from time to time be determined by the
Board) may endorse, assign and deliver checks, drafts and other orders for the
payment of money which are payable to the order of the Corporation.

               SECTION 5.04  General and Special Bank Accounts.  The Board may
                             ----------------------------------
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

               SECTION 6.01  Certificates for Stock.  Every owner of stock of
                             -----------------------
the Corporation shall be entitled to have a certificate or certificates, to be
in such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer. Any of or
all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed

                                       9


such certificate, or whose facsimile signature shall have been placed thereupon,
were such officer, transfer agent or registrar at the date of issue. A record
shall be kept of the respective names of the persons, firms or corporations
owning the stock represented by such certificates, the number and class of
shares represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or transfer shall
be cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled, except in cases provided for in Section 6.04.

               SECTION 6.02  Transfers of Stock.  Transfers of shares of stock
                             -------------------
of the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 6.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented to
the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

               SECTION 6.03  Regulations.  The Board may make such rules and
                             ------------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

               SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated
                             --------------------------------------
Certificates.  In any case of loss, theft, destruction, or mutilation of any
- -------------
certificate of stock, another may be issued in its place upon proof of such
loss, theft, destruction, or mutilation and upon the giving of a bond of
indemnity to the Corporation in such form and in such sum as the Board may
direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to do.

               SECTION 6.05  Fixing Date for Determination of Stockholders of
                             ------------------------------------------------
Record.  In order that the Corporation may determine the stockholders entitled
- -------
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
other change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not be
more than 60 nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action. If in any case involving the
determination of stockholders for any purpose other than notice of or voting at
a meeting of stockholders or expressing consent to corporate action without a
meeting the Board

                                       10


shall not fix such a record date, the record date for determining stockholders
for such purpose shall be the close of business on the day on which the Board
shall adopt the resolution relating thereto. A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

                                  ARTICLE VII

                                Indemnification

               SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                             -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

               SECTION 7.02  Actions, Etc., by or in the Right of the
                             ----------------------------------------
Corporation.  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 attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he 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 for negligence or misconduct in the performance of his
duty 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.

                                       11


               SECTION 7.03  Determination of Right of Indemnification.  Any
                             ------------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02. 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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

               SECTION 7.04  Indemnification Against Expenses of Successful
                             ----------------------------------------------
Party.  Notwithstanding the other provisions of this Article, to the extent
- ------
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 referred to in Section 7.01 or 7.02, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

               SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer
                             -----------------
or director in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

               SECTION 7.06  Other Rights and Remedies.  The indemnification
                             --------------------------
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

               SECTION 7.07  Insurance.  Upon resolution passed by the Board,
                             ----------
the Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

               SECTION 7.08  Constituent Corporations.  For the purposes of this
                             -------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person

                                       12


who is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity.

               SECTION 7.09  Other Enterprises, Fines, and Serving at
                             ----------------------------------------
Corporation's Request.  For purposes of this Article, references to "other
- ----------------------
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and 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 acted in good faith and in a
manner he 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.

                                 ARTICLE VIII

                                 Miscellaneous

               SECTION 8.01  Seal.  The Board shall provide a corporate seal,
                             -----
which shall be in the form of a circle and shall bear the name of the
Corporation and words and figures showing that the Corporation was incorporated
in the State of Delaware and the year of incorporation.

               SECTION 8.02  Waiver of Notices.  Whenever notice is required to
                             ------------------
be given by these Bylaws or the Certificate of Incorporation or by law, the
person entitled to said notice may waive such notice in writing, either before
or after the time stated therein, and such waiver shall be deemed equivalent to
notice.

               SECTION 8.03  Amendments.  These Bylaws, or any of them, may be
                             -----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.39

                                                                    EXHIBIT 3.39

                         CERTIFICATE OF INCORPORATION

                                      OF

                            IT JAPAN SERVICES, INC.

FIRST:    The name of the corporation is: IT Japan Services, Inc.

SECOND:   The address of the registered office of the corporation in the State
          of Delaware is 1209 Orange Street, County of New Castle, Wilmington,
          Delaware 19801, and the name of the registered agent at that address
          is The Corporation Trust Company.

THIRD:    The purpose of the corporation is to engage in any lawful act or
          activity for which corporations may be organized under the General
          Corporation Law of Delaware.

FOURTH:   The corporation shall be authorized to issue one class of stock to be
          designated Common Stock; the total number of shares which the
          corporation shall have authority to issue is one thousand (1,000), and
          each such share shall have a par value of One Cent ($0.01).

FIFTH:    The name and mailing address of the incorporator of the corporation
          is:

                    James M. Redwine, Esquire
                    IT Corporation
                    2790 Mosside Boulevard
                    Monroeville, PA 15146

SIXTH:    The board of directors is authorized to make, alter or repeal the
          bylaws of the corporation. Election of directors need not be by
          written ballot.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of January, 1999.

                                           /s/  James M. Redwine
                                           ----------------------------------
                                                James M. Redwine
                                                Sole Incorporator

EX-3.40

                                                                    Exhibit 3.40

                            IT JAPAN SERVICES, INC.
                            -----------------------

                           (a Delaware corporation)

                                    BYLAWS



                                   ARTICLE I

                                    Offices

          SECTION 1.01  Registered Office.  The registered office of IT Japan
                        -----------------
Services, Inc. (hereinafter called the "Corporation") in the State of Delaware
shall be at 1013 Centre Road, City of Wilmington, County of New Castle; and the
name of the registered agent of the Corporation in the State of Delaware at such
address is Corporation Service Company.

          SECTION 1.02  Other Offices.  The Corporation may also have an office
                        -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the Board) may from time
to time determine or as the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

          SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of
                        ---------------
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02  Special Meetings.  A special meeting of the stockholders
                        ----------------
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03  Place of Meetings.  All meetings of the stockholders
                        -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04  Notice of Meetings.  Except as otherwise required by
                        ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the


Corporation for such purpose or, if he shall not have furnished to the Secretary
his address for such purpose, then at his post office address last known to the
Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable, or wireless. Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except as a stockholder who
shall attend such 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. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

          SECTION 2.05  Quorum.  Except in the case of any meeting for the
                        ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof.  In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time.  At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06  Voting.
                        ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i)    on the date fixed pursuant to Section 6.05 of these Bylaws
     as the record date for the determination of stockholders entitled to notice
     of and to vote at such meeting, or

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

          (b)  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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor

                                       2


be counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy.  At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07  List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                        ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges

                                       3


need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

          SECTION 2.09  Action Without Meeting.  Any action required to be taken
                        ----------------------
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may 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 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.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                  ARTICLE III

                              Board of Directors

          SECTION 3.01  General Powers.  The property, business and affairs of
                        --------------
the Corporation shall be managed by the Board.

          SECTION 3.02  Number and Term of Office.  A director need not be a
                        -------------------------
stockholder, a citizen of the United States, or a resident of the State of
Delaware.  The initial Board of Directors shall consist of at least one person.
Thereafter the number of directors constituting the whole board shall be at
least one.  Subject to the foregoing limitation and except for the first Board
of Directors, such number may be fixed from time to time by action of the
stockholders or the directors, or, if the number is not fixed, the number shall
be at least one.  The number of directors may be increased or decreased by
action of the stockholders or the directors.  Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03  Election of Directors.  The directors shall be elected
                        ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04  Resignations.  Any director of the Corporation may
                        ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the
                        ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum.  Each director so chosen

                                       4


to fill a vacancy shall hold office until his successor shall have been elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                        ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting.  Directors may participate in any regular or special
meeting of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 3.07  First Meeting.  The Board shall meet as soon as
                        -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be
                        ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09  Special Meetings.  Special meetings of the Board of
                        ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10  Notice.  Notice of the time, place and purpose of any
                        ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer.  Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given.  Notice of any meeting of
the Board shall not be required to be given to any director who is present at
such meeting, except a director who shall attend such 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.

          SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise
                        ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting

                                       5


of the Board, and all matters shall be decided at any such meeting, a quorum
being present, by the affirmative votes of a majority of the directors present.
In the absence of a quorum, a majority of directors present at any meeting may
adjourn the same from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. The directors shall act only as a
Board, and the individual directors shall have no power as such.

          SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                        --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.14  Compensation.  The directors shall receive only such
                        ------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15  Committees.  The Board may, by resolution passed by a
                        ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

          SECTION 4.01  Title.  The officers of the Corporation shall consist of
                        -----
a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of
the Board, an Executive Vice-President, one or more other Vice-Presidents, one
or

                                       6


more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer need be a director. Any number
of offices may be held by the same person, as the directors may determine.

          SECTION 4.02  Election, Term of Office and Qualifications.  The
                        -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof.  Each officer shall hold
office until his successor shall have been duly chosen and shall qualify or
until his resignation or removal in the manner hereinafter provided.

          SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to
                        -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04  Removal.  Any officer, assistant, agent or employee of
                        -------
the Corporation may be removed, with or without cause, at any time:  (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05  Resignations.  Any officer or assistant may resign at
                        ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation.  Any such resignation shall take effect at the
time specified therein, or, if the time be not specified, upon receipt thereof
by the Board or the Secretary, as the case may be; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                        ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07  The President.  The President of the Corporation shall
                        -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08  The Vice Presidents.  Each Vice President shall have
                        -------------------
such powers and perform such duties as the Board may from time to time
prescribe.  At the request of the President, or in case of the President's
absence or inability to act upon the request of the

                                       7


Board, a Vice President shall perform the duties of the President and when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President.

          SECTION 4.09  The Secretary.  The Secretary shall, if present, record
                        -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10  The Treasurer.  The Treasurer shall have the general
                        -------------
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board.  He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever.  He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable.  He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

          SECTION 4.11  Compensation.  The compensation of the officers of the
                        ------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation.  Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01  Execution of Contracts.  The Board, except as in these
                        ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other orders
                        -------------------
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as,

                                       8


from time to time, shall be determined by resolution of the Board. Each such
officer, assistant, agent or attorney shall give such bond, if any, as the Board
may require.

          SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                        --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Chief Financial Officer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

          SECTION 5.04  General and Special Bank Accounts.  The Board may from
                        ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

          SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                        ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer. Any of or
all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue. A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.

                                       9


          SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                        ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.  Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03  Regulations.  The Board may make such rules and
                        -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates.  In
                        ---------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05  Fixing Date for Determination of Stockholders of Record.
                        -------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                  ARTICLE VII

                                Indemnification

                                       10


          SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                        -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.
                        ----------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

          SECTION 7.03  Determination of Right of Indemnification.  Any
                        -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02.  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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

                                       11


          SECTION 7.04  Indemnification Against Expenses of Successful Party.
                        ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                        ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06  Other Rights and Remedies.  The indemnification provided
                        -------------------------
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                        ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08  Constituent Corporations.  For the purposes of this
                        ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                        ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the

                                       12


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 acted in good faith and in
a manner he 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.

                                 ARTICLE VIII

                                 Miscellaneous

          SECTION 8.01  Seal.  The Board shall provide a corporate seal, which
                        ----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02  Waiver of Notices.  Whenever notice is required to be
                        -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03  Amendments.  These Bylaws, or any of them, may be
                        ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.41

                                                                    EXHIBIT 3.41

                          CERTIFICATE OF INCORPORATION

                                       OF

                            IT KOREA SERVICES, INC.

FIRST:    The name of the corporation is: IT Korea Services, Inc.

SECOND:   The address of the registered office of the corporation in the State
          of Delaware is 1209 Orange Street, County of New Castle, Wilmington,
          Delaware 19801, and the name of the registered agent at that address
          is The Corporation Trust Company.

THIRD:    The purpose of the corporation is to engage in any lawful act or
          activity for which corporations may be organized under the General
          Corporation Law of Delaware.

FOURTH:   The corporation shall be authorized to issue one class of stock to be
          designated Common Stock; the total number of shares which the
          corporation shall have authority to issue is one thousand (1,000), and
          each such share shall have a par value of One Cent ($0.01).

FIFTH:    The name and mailing address of the incorporator of the corporation
          is:

                           James M. Redwine, Esquire
                           IT Corporation
                           2790 Mosside Boulevard
                           Monroeville, PA  15146


SIXTH:    The board of directors is authorized to make, alter or repeal the
          bylaws of the corporation. Election of directors need not be by
          written ballot.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of January, 1999.


                                 /s/ James M. Redwine
                                 -----------------------------------------
                                 James M. Redwine
                                 Sole Incorporator

EX-3.42

                                                                    EXHIBIT 3.42


                            IT KOREA SERVICES, INC.
                            -----------------------

                           (a Delaware corporation)

                                    BYLAWS



                                   ARTICLE I


                                    Offices


          SECTION 1.01  Registered Office.  The registered office of IT Korea
                        -----------------
Services, Inc. (hereinafter called the "Corporation") in the State of Delaware
shall be at 1013 Centre Road, City of Wilmington, County of New Castle; and the
name of the registered agent of the Corporation in the State of Delaware at such
address is Corporation Service Company.

          SECTION 1.02  Other Offices.  The Corporation may also have an office
                        -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.


                                  ARTICLE II


                           Meetings of Stockholders

          SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of
                        ---------------
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02  Special Meetings.  A special meeting of the stockholders
                        ----------------
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03  Place of Meetings.  All meetings of the stockholders
                        -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04  Notice of Meetings.  Except as otherwise required by
                        ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid


envelope, directed to him at his post office address furnished by him to the
Secretary of the Corporation for such purpose or, if he shall not have furnished
to the Secretary his address for such purpose, then at his post office address
last known to the Secretary, or by transmitting a notice thereof to him at such
address by telegraph, cable, or wireless.  Except as otherwise expressly
required by law, no publication of any notice of a meeting of the stockholders
shall be required.  Every notice of a meeting of the stockholders shall state
the place, date and hour of the meeting, and, in the case of a special meeting,
shall also state the purpose or purposes for which the meeting is called.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall have waived such notice and such notice shall be deemed
waived by any stockholder who shall attend such meeting in person or by proxy,
except as a stockholder who shall attend such 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.  Except as otherwise
expressly required by law, notice of any adjourned meeting of the stockholders
need not be given if the time and place thereof are announced at the meeting at
which the adjournment is taken.

          SECTION 2.05  Quorum.  Except in the case of any meeting for the
                        ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof.  In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time.  At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06  Voting.
                        ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i)  on the date fixed pursuant to Section 6.05 of these Bylaws
     as the record date for the determination of stockholders entitled to notice
     of and to vote at such meeting, or

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

          (b)  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 in such other

                                       2


corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Persons holding stock of
the Corporation in a fiduciary capacity shall be entitled to vote such stock.
Persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the Corporation he shall have expressly empowered
the pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent such stock and vote thereon. Stock having voting power standing of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants in common, tenants by entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the General Corporation Law of the
State of Delaware.

          (c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy.  At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07  List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                        ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be

                                       3


in writing and subscribed and delivered by them to the Secretary of the
Corporation. The judges need not be stockholders of the Corporation, and any
officer of the Corporation may be a judge on any question other than a vote for
or against a proposal in which he shall have a material interest.

          SECTION 2.09  Action Without Meeting.  Any action required to be taken
                        ----------------------
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may 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 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.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                  ARTICLE III


                              Board of Directors

          SECTION 3.01  General Powers.  The property, business and affairs of
                        --------------
the Corporation shall be managed by the Board.

          SECTION 3.02  Number and Term of Office.  A director need not be a
                        -------------------------
stockholder, a citizen of the United States, or a resident of the State of
Delaware.  The initial Board of Directors shall consist of at least one person.
Thereafter the number of directors constituting the whole board shall be at
least one.  Subject to the foregoing limitation and except for the first Board
of Directors, such number may be fixed from time to time by action of the
stockholders or the directors, or, if the number is not fixed, the number shall
be at least one.  The number of directors may be increased or decreased by
action of the stockholders or the directors.  Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.

          SECTION 3.03  Election of Directors.  The directors shall be elected
                        ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04  Resignations.  Any director of the Corporation may
                        ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the
                        ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote

                                       4


of the majority of the remaining directors, although less than a quorum. Each
director so chosen to fill a vacancy shall hold office until his successor shall
have been elected and shall qualify or until he shall resign or shall have been
removed in the manner hereinafter provided.

          SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                        ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting.  Directors may participate in any regular or special
meeting of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.

          SECTION 3.07  First Meeting.  The Board shall meet as soon as
                        -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be
                        ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09  Special Meetings.  Special meetings of the Board of
                        ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10  Notice.  Notice of the time, place and purpose of any
                        ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer.  Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given.  Notice of any meeting of
the Board shall not be required to be given to any director who is present at
such meeting, except a director who shall attend such 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.

          SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise
                        ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of

                                       5


directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

          SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                        --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.14  Compensation.  The directors shall receive only such
                        ------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15  Committees.  The Board may, by resolution passed by a
                        ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV


                                   Officers

          SECTION 4.01  Title.  The officers of the Corporation shall consist of
                        -----
a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of
the Board, an Executive

                                       6


Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer need be a director. Any number of offices may
be held by the same person, as the directors may determine.

          SECTION 4.02  Election, Term of Office and Qualifications.  The
                        -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof.  Each officer shall hold
office until his successor shall have been duly chosen and shall qualify or
until his resignation or removal in the manner hereinafter provided.

          SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to
                        -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04  Removal.  Any officer, assistant, agent or employee of
                        -------
the Corporation may be removed, with or without cause, at any time:  (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05  Resignations.  Any officer or assistant may resign at
                        ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation.  Any such resignation shall take effect at the
time specified therein, or, if the time be not specified, upon receipt thereof
by the Board or the Secretary, as the case may be; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                        ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07  The President.  The President of the Corporation shall
                        -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08  The Vice Presidents.  Each Vice President shall have
                        -------------------
such powers and perform such duties as the Board may from time to time
prescribe.  At the request of

                                       7


the President, or in case of the President's absence or inability to act upon
the request of the Board, a Vice President shall perform the duties of the
President and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President.

          SECTION 4.09  The Secretary.  The Secretary shall, if present, record
                        -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

          SECTION 4.10  The Treasurer.  The Treasurer shall have the general
                        -------------
care and custody of the funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board.  He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever.  He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable.  He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board.

          SECTION 4.11  Compensation.  The compensation of the officers of the
                        ------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation.  Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                   ARTICLE V


                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01  Execution of Contracts.  The Board, except as in these
                        ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other orders
                        -------------------
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to

                                       8


the Corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
Board. Each such officer, assistant, agent or attorney shall give such bond, if
any, as the Board may require.

          SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                        --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the President, any
Vice President or the Chief Financial Officer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

          SECTION 5.04  General and Special Bank Accounts.  The Board may from
                        ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI


                           Shares and Their Transfer

          SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                        ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him.  The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer.  Any of
or all of the signatures on the certificates may be a facsimile.  In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue.  A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation.  Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate

                                       9


or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.

          SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                        ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.  Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03  Regulations.  The Board may make such rules and
                        -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates.  In
                        ---------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05  Fixing Date for Determination of Stockholders of Record.
                        -------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                       10


                                  ARTICLE VII


                                Indemnification

          SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                        -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

          SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.
                        ----------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

          SECTION 7.03  Determination of Right of Indemnification.  Any
                        -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02.  Such determination shall be made
(i) by the Board by a majority vote of a quorum consisting of directors who were
not

                                       11


parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04  Indemnification Against Expenses of Successful Party.
                        ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

          SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                        ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06  Other Rights and Remedies.  The indemnification provided
                        -------------------------
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                        ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08  Constituent Corporations.  For the purposes of this
                        ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

                                       12


          SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                        ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.

                                 ARTICLE VIII


                                 Miscellaneous

          SECTION 8.01  Seal.  The Board shall provide a corporate seal, which
                        ----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02  Waiver of Notices.  Whenever notice is required to be
                        -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03  Amendments.  These Bylaws, or any of them, may be
                        ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.43

                                                                    EXHIBIT 3.43

                               STATE of DELAWARE
                           LIMITED LIABILITY COMPANY
                           CERTIFICATE of FORMATION


First: The name of the limited liability company is LandBank Environmental
Properties, LLC

Second: The address of its registered office in the State of Delaware is 1013
Center Road in the City of Wilmington, County of New Castle, DE 19805. The name
of its Registered Agent at such address is Corporation Service Company

Third: (Use this paragraph only if the company is to have a specific effective
date of dissolution: "The latest date on which the limited liability company is
to dissolve is December 31, 2037.")

Fourth: (Insert any other matters the members determine to include herein.) The
business and purpose of the LLC are presented separately in the Operating
Agreement

In Witness Whereof, the undersigned have executed this Certificate of Formation
of LandBank Environmental Properties, LLC this day of June 3, 1997.



                                            /s/ W.P. Lynott
                                        -------------------------------------
                                                     Authorized Person(s)

                                            W.P. Lynott
                                        -------------------------------------
                                            Managing Principal
                                        -------------------------------------

EX-3.44

                                                                    Exhibit 3.44


                              OPERATING AGREEMENT

                                      FOR

                     LANDBANK ENVIRONMENTAL PROPERTIES, LLC
                      A DELAWARE LIMITED LIABILITY COMPANY

     This Operating Agreement is made as of June 4, 1997, by and between
LANDBANK, INC. (LandBank), a Delaware corporation and LANDBANK REMEDIATION
CORPORATION (LRC), a Delaware corporation (collectively referred to hereinafter
as the "Members" or individually as a "Member"), with reference to the following
        -------                        ------
facts:

     A.  On June 3, 1997, a Certificate of Formation for LandBank Environmental
Properties, LLC (the, "Company"), a limited liability company under the laws of
                       -------
the State of Delaware, was filed with the Delaware Secretary of State.

     B.  The Members desire to adopt and approve an operating agreement for the
Company (the "Operating Agreement").
              -------------------

     C.  Members desire that the business and purpose of the Company is
investment (either directly or indirectly) in real property, or debt instruments
secured by real property, the value of which is significantly impaired by actual
or perceived contamination conditions or other environmental liability risks
(each, an "Asset")and in "Project LLC's" which own or intend to own such assets
           -----
and to do such other activities directly related to the foregoing business as
may be necessary or advisable to further such business in the reasonable opinion
of the Managing Member.  The LLC shall not engage in business that is not
related to such purposes except with the consent of all of the Members as
provided herein.

     D.  The Members want the Operating Agreement to reflect their agreement
that the Company will be managed by a Managing Member and that LandBank will be
the Managing Member of the Company.

     E.  The Members further want the Operating Agreement to reflect their
agreement that the Company will be managed by a Board consisting of three
appointees designated by the Board of Directors of LandBank, and that the Board
will make decisions by unanimous agreement unless otherwise set forth herein to
the contrary.

     NOW, THEREFORE, the Members by this Agreement set forth the operating
agreement for the Company upon the terms and subject to the conditions of this
Agreement.


                                  ARTICLE 1.

                                 DEFINITIONS

     As used in this Agreement, the following terms shall have the following
meanings:

     1.1  "Act" shall mean the Delaware Limited Liability Company Act,
           ---
particularly Chapter 18, Title 6 of the Delaware Code.

     1.2  "Affiliate" or "affiliate" shall mean any individual, partnership,
           ---------      ---------
corporation, trust or other entity or association, directly or indirectly,
through one or more intermediaries, controlling, controlled by, or under common
control with a Member.  The term "control," as used in the immediately preceding
sentence, means, with respect to a corporation or limited liability company, the
right to exercise, directly or indirectly, more than fifty percent (50.0%) of
the voting rights attributable to the controlled corporation or limited
liability company, and, with respect to any individual, partnership, trust,
other entity or association, the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of the
controlled individual or entity.

     1.3  "Agreement" shall mean this Operating Agreement, as amended by the
           ---------
Members from time to time.

     1.4  "Asset" shall mean the real property, or a note secured by real
           -----
property, the value of which is significantly impaired by actual or perceived
contamination conditions or other environmental liability risks.

     1.5  "Bankruptcy" shall mean:  (i) the filing of an application by a Member
           ----------
for, or its consent to, the appointment of a trustee, receiver, or custodian of
its other assets; (ii) the entry of an order for relief with respect to a Member
in proceedings under the United States Bankruptcy Code, as amended or superseded
from time to time; (iii) the making by a Member of a general assignment for the
benefit of creditors; (iv) the entry of an order, judgment, or decree by any
court of competent jurisdiction appointing a trustee, receiver, or custodian of
the assets of a Member unless the proceedings and the person appointed are
dismissed within ninety (90) days; or (v) the failure by a Member generally to
pay its debts as the debts become due within the meaning of Section 303(h)(1) of
the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the
admission in writing of its inability to pay its debts as they become due.

     1.6  "Board" shall mean the managing board of the Company which shall be
           -----
composed of three (3) Directors appointed by the LandBank Board of Directors.
Three Directors shall constitute a

                                       2


quorum of the Board. Except as otherwise provided herein, the Board shall make
decisions by the unanimous vote of the Directors. Decisions of the Members shall
be made by action of the Board.

     1.7  "Capital Account" shall mean with respect to any Member the capital
           ---------------
account which the Company establishes and maintains for such Member pursuant to
Section 3.2 hereof.

     1.8  "Capital Contribution" shall mean the amount of cash; the fair market
           --------------------
value of real or personal property; and/or the services contributed, to the
Company or deemed contributed to the Company by a Member and credited to the
Member's Capital Account as provided in Article 3 hereof.

     1.9  "Cash Flow" shall mean, as to any particular Fiscal Year or portion
           ---------
thereof, gross revenues less the aggregate amount of the following:  (i) service
fees for LandBank, Inc. or Third Party Services; and (ii) a reasonable working
capital reserve and a reserve for future expenses in an amount reasonably
established by the Managing Member.

     1.10 "Certificate" shall mean the Certificate of Formation for the Company
           -----------
originally filed with the Delaware Secretary of State and as amended from time
to time.

     1.11 "Code" shall mean the Internal Revenue Code of 1986, as amended from
           ----
time to time, and the provisions of succeeding law.

     1.12 "Company Minimum Gain" shall have the meaning ascribed to the term
           --------------------
"Partnership Minimum Gain" in Treasury Regulations Section 1.704-2(d).
- -------------------------

     1.13 "Corporations Code" shall mean the Delaware Corporations Code, as
           -----------------
amended from time to time, and provisions of succeeding law.

     1.14 "Directors" shall mean the individuals appointed by LandBank as their
           ---------
appointed representatives on the Board.

     1.15 "Dispute Letter," "Dispute Resolution Panel," and "Dispute Resolution
           --------------    ------------------------        ------------------
Process" shall have the meanings ascribed to them in Article 16 hereof.
- -------

     1.16 "Fiscal Year" shall mean the Company's fiscal year, which shall be
           -----------
the calendar year.

     1.17 "Former Member" and "Former Member's Interest" shall have the
           -------------       ------------------------
meanings ascribed to them in Section 11.2 hereof.

                                       3


     1.18  "LandBank" shall mean LandBank, Inc., a Delaware corporation, and its
            --------
successors in interest.

     1.19  "LRC" shall mean LandBank Remediation Corporation, a Delaware
            ---
Corporation and its successors in interest.

     1.20  "Managing Member" shall mean LandBank, Inc or its successors in
            ---------------
interest.

     1.21  "Managing Member Services" shall include all services required to be
            ------------------------
provided in connection with the day-to-day management and operation of the
Company, including, without limitation, preparing annual budgets for the
operation of the Company on an ongoing basis.

     1.22  "Member" shall mean each Person who:  (i) is an initial signatory to
            ------
this Agreement, has been admitted to the Company as a Member in accordance with
the Certificate and this Agreement or is a permitted assignee who has become a
Member in accordance with Article 9; and (ii) has not resigned, withdrawn, been
expelled or, if other than an individual, dissolved.

     1.23  "Member Loan" shall mean any loan made by a Member or an Affiliate of
            -----------
a Member to the Company pursuant to the terms and conditions of this Agreement,
as amended from time to time.

     1.24  "Member Nonrecourse Debt" shall have the meaning ascribed to the term
            -----------------------
"Partner Nonrecourse Debt" in Treasury Regulations Section 1.704-2(b)(4).
 ------------------------

     1.25  "Member Nonrecourse Deductions" shall mean items of Company loss,
            -----------------------------
deduction, or Code Section 705(a)(2)(B) expenditures which are attributed to
Member Nonrecourse Debt.

     1.26  "Membership Interest" shall mean a Member's entire interest in the
            -------------------
Company including the member's economic interest, the right to vote on or
participate in the management of the Company, and the right to receive
information concerning the business and affairs of the Company.

     1.27  "Membership Percentage" shall mean a Member's percentage interest in
            ---------------------
the residual Net Profits and Net Losses of the Company, as shown on Exhibit A
                                                                    ---------
hereto.

     1.28  "Net Profits" and "Net Losses" shall mean the income, gain, loss,
            -----------       ----------
deductions, and credits of the Company in the aggregate or separately stated, as
appropriate, determined in accordance with generally accepted accounting
principles employed under the method of accounting at the close of each fiscal
year on the Company's information tax return filed for federal income tax
purposes.

                                       4


     1.29  "Nonrecourse Liability" shall have the meaning set forth in Treasury
            ---------------------
Regulations Section 1.752-1(a)(2).

     1.30  "Person" shall mean an individual, general partnership, limited
            ------
partnership, limited liability company, corporation, trust, estate, real estate
investment trust, association or any other entity.

     1.31  "Project LLC" shall mean an LLC formed for the purpose of any of the
            -----------
following:  acquiring, owning, remediating, restoring, developing, redeveloping,
improving, operating, maintaining, leasing, selling or otherwise enjoying the
economic benefits of an Asset.

     1.32  "Term" shall have the meaning ascribed to it in Section 2.2 hereof.
            ----

     1.33  "Third Party Loan" shall mean any loan made by any Person other than
            ----------------
a Member to Company pursuant to the terms and conditions of this Agreement, as
amended from time to time.

     1.34  "Transactions" shall mean Acquisition Transactions.
            ------------

     1.35  "Treasury Regulations" shall, unless the context clearly indicates
            --------------------
otherwise, mean the final or temporary regulations in force at any moment in
time that have been issued by the U.S. Department of Treasury pursuant to its
authority under the Code.

                                  ARTICLE 2.

                            ORGANIZATIONAL MATTERS

     2.1   Name.  The name of the Company shall be "LandBank Environmental
           ----                                     ----------------------
Properties, LLC." The Company may conduct business under that name or any other
- ---------------
name approved by the Members.

     2.2   'Term. The Term of the Company commenced as of the Effective Date and
            ----
shall end on December 31, 2037, unless sooner terminated under Article 12 hereof
and subject to any Member's option to terminate the Company by delivering to the
other Members written notice thereof (a "Notice of Termination") no later than
                                         ---------------------
sixty (60) calendar days prior to the end of a Fiscal Year.  If no Member
terminates the Company by delivering such Notice of Termination to the other
Members within the time period set forth in the previous sentence, the Term of
the Company shall continue for another calendar year, subject to the previous
sentence.

     2.3   Office and Agent.  The Company shall continuously maintain an office
           ----------------
and registered agent in the State of Delaware as required by the Act.  The
principal office of the Company

                                       5


shall be at c/o LandBank Environmental Properties, LLC, 12345 W. Alameda Pkwy.,
Suite 208, Lakewood, Colorado 80228 or such location as the Board may determine.
The registered agent shall be as stated in the Certificate or as otherwise
determined by the Board.

     2.4  Business of the Company.  Notwithstanding the purpose of the Company
          -----------------------
which is described in the Preamble to this Agreement, the Company shall not
engage in any business other than the following without the consent of all of
the Members:  (i) the investment (direct or indirect) in an Asset or Project
LLC; and (ii) such other activities directly related to the foregoing business
as may be necessary or advisable in the reasonable opinion of the Managing
Member to further such business.

                                   ARTICLE 3.

                             CAPITAL CONTRIBUTIONS

     3.1  Capital Contributions.  Each Member shall make Capital Contributions
          ---------------------
to the Company as provided herein.  Except as provided in this Agreement, no
Member may withdraw its Capital Contributions.

          3.1.1  Initial Capital Contributions.  Each Member shall make an
                 -----------------------------
initial cash Capital Contribution to the Company in the amount shown opposite
the Member's name on Exhibit A attached hereto.
                     ---------

     3.2  Capital Accounts.  The Company shall establish an individual Capital
          ----------------
Account for each Member.  The Company shall determine and maintain each Capital
Account in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) Upon a
valid transfer of a Membership Interest in accordance with Article 10 hereof,
the new owner shall succeed to such transferring Member's Capital Account.

                                   ARTICLE 4.

                               MEMBERS AND BOARD

     4.1  Members.
          -------

          4.1.1  Identification.  LandBank and LRC shall be the Members of the
                 --------------
Company.  No other person may become a Member except pursuant to a transfer
specifically permitted under and effected in compliance with Section 10 of this
Agreement or upon admission of a new Member with the prior written consent of
all of the Members.

          4.1.2  Liability Several.  The obligations of the Members to one
                 -----------------
another under this Agreement shall be in every case several and shall not be, or
be construed to be, either joint or joint and several.

                                       6


          4.1.3  Withdrawals.  The Members may not withdraw from the Company
                 -----------
except as provided herein.

          4.1.4  Reimbursement and Fees.  Except as specified in this Agreement
                 ----------------------
or pursuant to any separate written agreement executed by the Members, the
Members and their Affiliates shall not be entitled to remuneration for overhead
or general and administrative expenses.

     4.2  Board.  The Company shall be managed and controlled by the Board.
          -----

          4.2.1  Membership.  The Board will consist of three (3) Directors,
                 ----------
appointed by LandBank, Inc.  The Directors shall elect one of their number as
Chair.

          4.2.2  Voting.  Each Director shall have one vote on any decision of
                 ------
the Board.  A Director may give his written proxy to another Director to vote on
his behalf in his absence.  All actions of the Board must be unanimously
approved, directly or by proxy, by the Directors (whether or not present at the
meeting at which such vote occurs).

          4.2.3  Meetings of the Board; Time and Place.  Unless otherwise agreed
                 -------------------------------------
by the Board, regular meetings of the Board shall be held monthly at such time
and at such place as the Board shall determine. At such regular meetings,
management of the Company shall report on the financial performance and
condition of the Company on a year-to-date basis, progress reports on capital
projects, a report on the status of the Annual Business Plan and such other
matters relevant to the operation of the Company as the Directors may request or
the Managing Member may deem appropriate. Special meetings of the Board shall be
held on the call of any Director, provided that at least three (3) business
days' notice is given to all directors (unless written waiver of this
requirement by all Directors is obtained). A quorum for any Board meeting shall
consist of not less than three (3) Directors present either in person or by
proxy. The Board may make use of telephones and other electronic devices to hold
meetings, provided that each Director simultaneously participates with all of
the other Directors with respect to all discussions and votes of the Board. The
Board may act without a meeting if the action taken is reduced to writing and
approved by the Board in accordance with the other voting provisions of this
Agreement. Written minutes shall be taken at each meeting of the Board. However,
any action taken or matter agreed upon by the Board shall be deemed final,
whether or not written minutes are ever prepared or finalized. Without
limitation on the voting and approval requirements set forth in this Section
4.2.3, the Chair of the Board shall be entitled to consult with and advise the
Managing Member, from time to time, and shall not be required to call a meeting
of the Board to do so.

                                       7


          4.2.4  Major Decisions.  The Managing Member, subject to the control
                 ---------------
of the Board, shall manage the Company on a day-to-day basis, however no action
shall be taken, sum expended, decision made or obligation incurred by the
Managing Member or by any Member on behalf of the Company with respect to any
matter within the scope of any of the Major Decisions enumerated below, unless
approved by the Board.  The "Major Decisions" shall mean and consist of the
                             ---------------
following:

                 (i)     The approval of the Annual Business Plan and Project
Plan and each revision or amendment thereto;

                 (ii)    The selection of a firm of independent certified public
accountants to perform an annual audit and issue an opinion letter with respect
to the financial statements of the Company, if such an audit is requested by the
Members.

                 (iii)   The purchase, sale, lease or other disposition of an
Asset or membership in a Project LLC, other than as contemplated in the Annual
Business Plan and/or Project Plans;

                 (iv)    The making of capital expenditures, other than those
contemplated in the Annual Business Plan and Project Plans;

                 (v)     Filing for bankruptcy protection or similar
proceedings;

                 (vi)    Each other decision or action under this Agreement or
the Certificate that requires the approval, consent, determination or agreement
of the Board.

          4.2.5  Pending appointment of all Board members, Major Decisions
shall be approved by both Members.

                                  ARTICLE 5.

                           OPERATIONS OF THE COMPANY

     It is the express mutual intent of the Members that the terms and
conditions of this Article 5 shall control all Transactions of the Company and
all relationships between the Members relating to the Company, except where
expressly stated otherwise herein or when contracted for pursuant to a separate
agreement between a Member and the Company.  The decisions to be made by the
Members shall be made by the action of the Board except where expressly set
forth to the contrary herein.

     5.1  Purpose.  The Company shall invest directly or indirectly in Assets
          -------
whose value may be enhanced by remediation, restoration, and redevelopment
and/or in Project LLC's.

                                       8


     5.2  Identification of Potential Investments.  The Members will attempt to
          ---------------------------------------
identify Assets that would be appropriate for Company investment and will
present information about potential investments to the Board for Board approval.

          5.2.1  Procedure for Investment Transactions.  The Board may adopt and
                 -------------------------------------
amend from time to time a written statement of the screening and assessment
phases and procedures for Board approval of investments in Assets and Project
LLC's.

          5.2.2  After the Board has approved an Asset investment the Company
shall enter into an Asset purchase and sale agreement or other appropriate
agreement in form and substance acceptable to the Board.  The closing of each
investment shall occur within sixty (60) to one hundred and twenty (120) days
after the date of the Board's approval.

          5.2.3  Signature Authority.  The Chair of the Board of Directors shall
                 -------------------
have authority to bind the Company by executing all agreements and other
documents necessary to consummate approved investments.

                                  ARTICLE 6.

                                 COMPANY DEBT

     6.1  General.  It is the specific mutual intent of the Members that
          -------
financing be acquired from third parties on commercially reasonable terms.  The
intent of this Article 6 is to provide for the repayment of Third Party Loans
and Member Loans made to the Company from Company funds, and to set forth the
procedures to be followed if such funds are insufficient for such purpose.

     6.2  Payment of Third Party Loans.  Payments of principal and interest on
          ----------------------------
any Third Party Loans shall be obligations of the Company.  Such payments shall
be made from Cash Flow in the priority set forth in this Agreement.

     6.3  Payments of Member Loans.  To the extent that a Member or its
          ------------------------
Affiliate provides all or some portion of financing for a Project:  (i) if
commercially possible without jeopardizing Third Party Loans, payments of
principal, interest, priority returns on principal (if any), and any other fees
or charges attributable to such Member Loan shall be payable on the same
priority basis as Third Party Loans for the Project; and (ii) such Member Loan
payments are payable exclusively to the lending Member or its Affiliate and
shall not be considered revenue to the Company.

                                       9


                                  ARTICLE 7.

                   ALLOCATIONS OF NET PROFITS AND NET LOSSES

     7.1  Allocations of Net Profit and Net Loss.  All Net Profits and Net
          --------------------------------------
Losses of the Company shall be allocated to the Members in proportion to their
respective Membership Percentages.

     7.2  Code Section 704(c) Allocations.  Notwithstanding any other provision
          -------------------------------
in this Article 7, in accordance with Code Section 704(c) and Treasury
Regulations promulgated thereunder, income, gain, loss, and deduction with
respect to any property contributed to the capital of the Company shall, solely
for tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of such property to the Company for federal
income tax purposes and its fair market value on the date of contribution.

     7.3  Compliance with Treasury Regulations.  These allocation provisions are
          ------------------------------------
intended to have substantial economic effect within the meaning of Code Section
704(b) and the Treasury Regulations promulgated thereunder.  To the extent not
otherwise inconsistent with the economic arrangements between the Members as set
forth in this Agreement, all of such Treasury Regulations and the allocations
provided for therein are incorporated herein by this reference.

                                  ARTICLE 8.

                    DISTRIBUTIONS; PAYMENT OF SERVICE FEES

     8.1  Distribution of Assets by the Company.  Subject to applicable law and
          -------------------------------------
any limitations contained elsewhere in this Agreement the Managing Member shall
cause the Company to make cash distributions from Cash Flow on the fifteenth
(15th) day of each month and upon the receipt of proceeds from the sale or other
disposition of an Asset or membership in a Project LLC.  Except as otherwise
provided herein, distributions shall be made to the Members according to the
following priorities:

          8.1.1  FIRST, to pay all of the debts and expenses of the Company,
                 -----
including repayment of principal and accrued and unpaid interest then
outstanding and due and payable on any Third Party Loans or any Member Loans
made to the Company.

          8.1.2  SECOND, to the Members, in proportion to their Membership
                 ------
Interests.

                                  ARTICLE 9.

            MANAGING MEMBER; MANAGEMENT AND CONTROL OF THE COMPANY

     9.1  Initial Managing Member.  LandBank shall be the Managing Member until
          -----------------------
the earlier of a Dissolution Event affecting LandBank or LandBank's removal for
cause pursuant to

                                       10


Section 9.2 below. As Managing Member, LandBank shall provide to the Company all
services not specifically designated in this Agreement to be provided by another
party.

     9.2  Removal and Election of Managing Member.  The Managing Member may be
          ---------------------------------------
removed for any of the following reasons:  (i) actual fraud or willful
misconduct; or (ii) the failure to perform a material obligation of the Managing
Member pursuant to the terms of this Agreement for a period of more than ten
(10) calendar days after notice thereof from any other Member.  Upon the
occurrence of any of the above events, the Members other than the Managing
Member may vote to remove the Managing Member.  Any deadlock shall be submitted
to the Dispute Resolution Panel and shall be resolved in accordance with the
terms of the Dispute Resolution Process.  Upon removal, the Members (other than
the Member who was formerly the Managing Member) shall vote to elect a new
Managing Member.

     9.3  Annual Business Plan & Project Plans.  LandBank shall prepare an
          ------------------------------------
Annual Business Plan containing an annual budget for submission to and approval
by the Board.  LandBank shall prepare Project Plans containing budgets for Asset
and Project LLC investments contemplated by the Company.  LandBank shall obtain
from each Member and unrelated Third Parties such information about their area
of expertise as is required to prepare these Plans.  LandBank shall include in
the budget for any Plan any costs to be expended pursuant to a separate Service
Agreement with LandBank.

     9.4  Implementation of Annual Business Plan by the Managing Member.  The
          -------------------------------------------------------------
Managing Member shall, subject to the availability of operating revenues and
other cash flow (so long as the Managing Member has used reasonable efforts to
maximize the same), implement the then-applicable Annual Business Plan and
Project Plans.  The Managing Member shall have the authority, together with the
obligation and responsibility, to manage the Company's business in accordance
with the Annual Business Plan and Project Plans.  The Managing Member shall
devote such time and effort to managing the Company as is reasonably necessary
for the furtherance of the Company's business.

     9.5  Reimbursement of Managing Member Expenses.  The Managing Member shall
          -----------------------------------------
be entitled to a monthly fee for management services as presented in the Annual
Budget and/or each Project Budget for the duration of the project.  Such fee
shall be contributed services and will serve as the basis for the LandBank
Environmental Properties, LLC Membership Interest as presented in Exhibit A.  In
                                                                  ---------
connection with provision of such management services, LandBank may pay for the
account of the Company certain amounts to third parties and incur certain
internal costs; and, the Annual Plan and/or Project Plans may budget such
expenses and provide for reimbursement of such expenses to the Managing Member.

                                       11


     9.6   Member Approval.  No annual or regular meetings of the Members are
           ---------------
required to be held.  However, if such meetings are held, such meetings shall be
noticed, held and conducted pursuant to the Act.  In any instance in which the
approval of the Members is required under this Agreement, such approval may be
obtained by the approval of the Board or in any manner permitted by the Act.
Unless otherwise provided in this Agreement, approval of the Members shall mean
the approval of all of the Members.

     9.7   Insurance.
           ---------

           9.7.1  Coverage.  The Managing Member shall procure and maintain, or
                  --------
cause to be procured and maintained, insurance sufficient to enable the Company
to comply with applicable laws, regulations and requirements and under which the
Company and the Members are named insureds.  The Board may adopt and amend from
time to time written requirements and standards for such insurance.

     9.8   Standard of Care. The Managing Member shall use reasonable efforts to
           ----------------
perform its duties under this Article 9 including, without limitation, employing
necessary personnel, on and off-site.  The Managing Member shall devote itself
to the business of the Company to the extent necessary for the efficient
carrying on thereof.  Whenever reasonably requested by another Member, the
Managing Member shall render a just and faithful accounting of all dealings and
transactions relating to the business of the Company.

                                  ARTICLE 10.

                     TRANSFER AND ASSIGNMENT OF INTERESTS

     10.1  Transfer and Assignment of Interests.  No Member shall be entitled to
           ------------------------------------
transfer, assign, convey, sell, encumber or in any way alienate all or any part
of its Membership Interest including any partial interest (collectively,
"Transfer") except with the prior approval of all of the other Members, which
 --------
approval may be given or withheld, conditioned or delayed (as allowed by this
Agreement or in the Act), as such Members may determine in their sole
discretion.  Notwithstanding the foregoing, a Member shall be permitted to
Transfer all or any part of its Economic Interest to an Affiliate of such Member
without the prior written consent of the other Members.

     10.2  Substitution of Members.  A transferee of a Membership Interest shall
           -----------------------
have the right to become a substitute Member only if:  (i) consent of the
Members is given in accordance with Section 10.1; (ii) such person executes an
instrument satisfactory to the Members accepting and adopting the terms and
provisions of this Agreement; and (iii) such person pays any reasonable expenses
(including, without limitation, reasonable attorneys' fees and costs) in
connection with its

                                       12


admission as a new Member. The admission of a substitute Member shall not
release the Member who assigned the Membership Interest from any liability that
such Member may have to the Company.

     10.3  Transfers in Violation of this Agreement and Transfers of Partial
           -----------------------------------------------------------------
Membership Interests.  Upon a Transfer in violation of this Article 10, the
- --------------------
transferee shall have no right to vote or participate in the management of the
Company or to exercise any rights of a Member, and any such attempted Transfer
shall be null and void.

                                  ARTICLE 11.

                    CONSEQUENCES OF DISSOLUTION EVENTS AND
                      TERMINATION OF MEMBERSHIP INTEREST

     11.1  Dissolution Event.  Any one or more of the following shall constitute
           -----------------
a Dissolution Event:  (i) the death, insanity, withdrawal, resignation,
expulsion, Bankruptcy, or dissolution of any Member; (ii) the willful misconduct
or material breach (as such terms are defined in Section 17.1) of a Member with
respect to the Company or the Members; or (iii) the delivery by any Member of a
Notice of Termination as provided in Section 2.2 hereof, in each case unless the
other Members consent to continue the business of the Company pursuant to
Section 11.2 hereof.  The consent of the Members to continue the business of the
company pursuant to Section 11.2 shall not constitute a waiver of any rights or
claims such Members may have against the Member whose conduct may constitute a
Dissolution Event, all of which rights and claims are expressly reserved.

     11.2  Consequences of Dissolution Event.  Upon the occurrence of a
           ---------------------------------
Dissolution Event, the Company shall dissolve pursuant to Article 12 unless all
of the remaining or unaffected Members consent within ninety (90) calendar days
of the Dissolution Event to the continuation of the business of the Company.  If
the remaining or unaffected Members so consent, the Company and/or the remaining
or unaffected Members or an Affiliate of a remaining or unaffected Member shall
purchase, and the Member (or its legal representative) whose actions or conduct
resulted in the Dissolution Event ("Former Member") shall sell, the Former
                                    -------------
Member's Membership Interest ("Former Member's Interest") for the fair market
                               ------------------------
value of the Former Member's Interest determined by appraisal.

     11.3  Closing.  The closing of the purchase of the Former Member's Interest
           -------
shall occur within ninety (90) calendar days after the determination of the fair
market value of the Former Member's Interest as set forth in Section 11.2.

                                       13


                                  ARTICLE 12.

                          DISSOLUTION AND WINDING UP

     12.1  Conditions of Dissolution.  The Company shall dissolve upon the
           -------------------------
occurrence of any of the following events:

           12.1.1   Upon the happening of any event of dissolution specified in
the Certificate;

           12.1.2   Upon the entry of a decree of judicial dissolution pursuant
to Section 17351 of the Corporations Code;

           12.1.3   Upon the vote of all of the Members which may only be taken
if the Company has completed all remediation work which would be required to
sell any Assets owned by the Company or Project LLC's as if such Assets were not
environmentally impaired;

           12.1.4   Upon the occurrence of a Dissolution Event and the failure
of the remaining Members to consent in accordance with Section 11.2 to continue
the business of the Company within ninety (90) calendar days after the
occurrence of such event; provided, however, that the Company may not be
dissolved until the Company has completed all remediation work which would be
required for the Assets owned by the Company or Project LLC in order to sell the
Assets as if it were not environmentally impaired; or

           12.1.5   Upon vote of all of the Members after sale of all or
substantially all of the assets of the Company.

     12.2  Winding Up.  Upon the dissolution of the Company, the Company's
           ----------
assets shall be disposed of and its affairs wound up.  The Company shall give
written notice of the commencement of the dissolution to all of its known
creditors.

     12.3  Order of Payment of Liabilities Upon Dissolution.  After determining
           ------------------------------------------------
that all the known debts and liabilities of the Company have been paid or
adequately provided for, the remaining assets shall be distributed to the
Members in accordance with their membership interests, after taking into account
income and loss allocations for the Company's taxable year during which
liquidation occurs.

     12.4  Limitations on Payments Made in Dissolution.  Except as otherwise
           -------------------------------------------
specifically provided in this Agreement, each Member shall be entitled to look
only to the assets of the Company for its share of the net profits and shall
have no recourse for its share of Net Profits against any other Member.

     12.5  Certificates.  The Company shall file with the Delaware Secretary of
           ------------
State a Certificate of Dissolution upon the

                                       14


dissolution of the Company and a Certificate of Cancellation upon the completion
of the winding up of the Company's affairs.

                                  ARTICLE 13.

                   ACCOUNTING, RECORDS, REPORTING BY MEMBERS

     13.1  Books and Records.  The books and records of the Company shall be
           -----------------
kept in accordance with generally accepted accounting principles.  The Company
shall maintain at its principal office in Colorado all of the following:

     a.    current list of the full name and last known business or residence
address of each Member set forth in alphabetical order, together with the
Capital Contributions, Capital Account and Membership Percentage of each Member;

     b.    a copy of the Certificate and any and all amendments thereto together
with executed copies of any powers of attorney pursuant to which the Certificate
or any amendments thereto have been executed;

     c.    copies of the Company's federal, state, and local income tax or
information returns and reports, if any, for the six (6) most recent taxable
years;

     d.    a copy of this Agreement and any and all amendments thereto together
with executed copies of any powers of attorney pursuant to which this Agreement
or any amendments thereto have been executed;

     e.    copies of the financial statements of the Company, if any, for the
six (6) most recent Fiscal Years; and

     f.    the Company's books and records as they relate to the internal
affairs of the Company for at least the current and past four (4) Fiscal Years.

     13.2  Reports.  The Managing Member shall cause to be filed, in accordance
           -------
with the Act, all reports and documents required to be filed by or on behalf of
the Company with any governmental agency.  The Managing Member shall cause to be
prepared at least annually information concerning the Company's operations
necessary for the completion of the Members' federal and state income tax
returns.  The Managing Member shall send or cause to be sent to each Member
within ninety (90) days after the end of each taxable year:  (i) such
information as is necessary to complete the Members' federal and state income
tax or information returns; and (ii) a copy of the Company's federal, state, and
local income tax or information returns for the year.

     13.3  Bank Accounts.  The Managing Member shall maintain the funds of the
           -------------
Company in one or more separate bank accounts in the name of the Company, and
shall not permit the funds of the

                                       15


Company to be commingled in any fashion with the funds of any other person. Any
Member, acting alone, is authorized to endorse checks, drafts, and other
evidences of indebtedness made payable to the order of the Company, but only for
the purpose of deposit into the Company's accounts. All checks, drafts and other
instruments obligating the Company to pay money must be signed on behalf of the
Company by an authorized representative of the Managing Member.

     13.4  Tax Matters for the Company.  LandBank, Inc. is designated as the
           ---------------------------
"Tax Matters Partner" (as defined in Code Section 6231), to represent the
Company (at the Company's expense) in connection with all examinations of the
Company's affairs by tax authorities and to expend Company funds for
professional services and costs associated therewith.

                                  ARTICLE 14.

                                INDEMNIFICATION

     The Company shall indemnify each Member and each Director and may 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 by reason of the
fact that he or she or it is or was a Member, Director, employee or other agent
of the Company or that, being or having been such a Member, Director, employee
or agent he or she or it is or was serving at the request of the Company as a
manager, director, employee or other agent of another limited liability company,
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by applicable law in effect on the date hereof and to
such greater extent as applicable law may hereafter from time to time permit.

                                  ARTICLE 15.

                          INVESTMENT REPRESENTATIONS

     Each Member hereby represents and warrants to, and agrees with, the Members
and the Company as follows:

     15.1  Preexisting Relationship or Experience.  (i) Such Member has a
           --------------------------------------
preexisting personal or business relationship with the Company or one or more of
its officers or controlling persons, or (ii) by reason of its business or
financial experience, or by reason of the business or financial experience of
its financial advisor who is unaffiliated with and who is not compensated,
directly or indirectly, by the Company or any Affiliate or selling agent of the
Company, it is capable of evaluating the risks and merits of an investment in
the Company and of protecting its own interests in connection with this
investment.

                                       16


     15.2  No Advertising.  Such Member has not seen, received, been presented
           --------------
with, or been solicited by any leaflet, public promotional meeting, article or
any other form of advertising or general solicitation with respect to the sale
of the Membership Interest.

     15.3  Investment Intent.  Such Member is acquiring the Membership Interest
           -----------------
for investment purposes for its own account only and not with a view to or for
sale in connection with any distribution of all or any part of the Membership
Interest.  No other person will have any direct or indirect beneficial, interest
in or right to the Membership Interest.

     15.4  Purpose of Entity.  If the Member is a corporation, partnership,
           -----------------
limited liability company, trust, or other entity, it was not organized for the
specific purpose of acquiring the Membership Interest.

     15.5  Residency.  Such Member is a resident of, or is incorporated or
           ---------
formed under the laws of and has its principal place of business in, the State
of Delaware.

     15.6  Economic Risk.  Such Member is financially able to bear the economic
           -------------
risk of an investment in the Membership Interest, including the total loss
thereof.

     15.7  No Registration of Membership Interest.  Such Member acknowledges
           --------------------------------------
that the Membership Interest has not been registered under the Securities Act of
1933, as amended, or qualified under the Delaware Corporate Securities Law of
1968, as amended, or any other applicable blue sky laws in reliance, in part, on
its representations, warranties, and agreements herein.

                                  ARTICLE 16.

                              DISPUTE RESOLUTION

     16.1  General.  The Members hereby recognize that the Company is entering a
           -------
rapidly-evolving new real estate transaction market, which is expected to reach
maturity during the Term of this Agreement. Accordingly, the Members acknowledge
that time is of the essence to this Agreement, and that prompt performance of
the respective and joint obligations of each Member is critical. The Members
likewise acknowledge that each is making a substantial commitment to the other
to pursue this market jointly, and that each Member may or will forego other
Transaction opportunities in order to fulfill its respective obligations under
this Agreement. Accordingly, the Members mutually intend that all disputes which
may arise under this Agreement or the transactions contemplated hereby be
resolved promptly and in a manner aimed at encouraging the Members to continue
to work together following the resolution of any disputed matter.

                                       17


     16.2  Dispute Resolution Process.  In furtherance of the specific mutual
           --------------------------
intent of the Members set forth in Section 16.1 above, all disputes between the
Members shall be resolved as follows (the "Dispute Resolution Process"):
                                           --------------------------

           16.2.1  A Member shall describe in writing the nature of the disputed
matter (each, a "Dispute Letter") and trigger the Dispute Resolution Process.
                 --------------

           16.2.2  Each Member shall appoint one (1) representative to a panel
(the "Dispute Resolution Panel" or "Panel") within five (5) business days of
      ------------------------
delivery of a Dispute Letter.  The two Member-appointed representatives on the
Dispute Resolution Panel shall agree, within three (3) business days, to a third
Panel member who (i) has no prior affiliation (business, financial or otherwise)
with either Member and (ii) has established expertise in the matter that is the
subject of the Dispute Letter.

           16.2.3  Within five (5) business days from the date the third Dispute
Resolution Panel member is confirmed, the moving Member shall submit to the
Panel three (3) copies of (i) the Dispute Letter, (ii) this Agreement, and (iii)
a written statement of position setting forth such Member's position with
respect to the subject matter of the Dispute Letter, which statement shall be no
longer than five (5) typewritten pages.  The moving Member shall deliver one (1)
copy of its statement of position to the responding Member concurrently with its
delivery to the Panel.  The responding Member shall submit three (3) copies of
its statement of position to the panel, with one (1) copy to the moving Member,
within five (5) business days of its receipt of the other Member's statement of
position.  The Dispute Resolution Panel may request from the Members any other
relevant written evidence or documentation related to the subject matter of the
Dispute Letter which is reasonably necessary to resolve such dispute.

           16.2.4  The Panel shall meet within three (3) business days of
submission of the responding Member's statement of position and resolve the
dispute by the vote of a majority of the members of the Panel.  The Members
agree that the decision of the Panel shall become binding on the Members.  The
cost and expense of the third neutral Panel member shall be allocated to the
Members at the Panel's discretion.

                                  ARTICLE 17.

                  TERMINATION OF AGREEMENT; EXTENSION OF TERM

     17.1  Termination.  This Agreement is subject to termination for the
           -----------
willful misconduct or material breach of a Member in discharging its obligations
hereunder.  For the purposes of this Section 17.1, "willful  misconduct" shall
                                                    -------------------

                                       18


include, without limitation, making fraudulent or intentional misrepresentations
or similar acts of dishonesty.  For the purposes of this Section 17.1, "material
                                                                        --------
breach" shall include, the negligent performance of the services presented in
- ------
the Business Plan.  Any dispute regarding the existence or severity of any such
willful misconduct or material breach shall be resolved under the Dispute
Resolution Process.

     17.2  Extension of Term.  The Members may extend the Term of this Agreement
           -----------------
by executing a written agreement to such effect.

                                  ARTICLE 18.

                                 MISCELLANEOUS

     18.1  Complete Agreement.  Except as expressly contemplated herein, this
           ------------------
Agreement and the Certificate constitute the complete and exclusive statement of
agreement among the Members with respect to the subject matter herein and
therein and replace and supersede all prior written and oral agreements among
the Members.  To the extent that any provision of the Certificate conflict with
any provision of this Agreement, the Certificate shall control.

     18.2  Binding Effect.  Subject to the provisions of this Agreement relating
           --------------
to transferability, this Agreement will be binding upon and inure to the benefit
of the Members, and their respective successors and assigns.

     18.3  Interpretation.  All pronouns shall be deemed to refer to the
           --------------
masculine, feminine, or neuter, singular or plural, as the context in which they
are used may require. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the interpretation of any
provision of this Agreement. Numbered or lettered articles, sections and
subsections herein contained refer to articles, sections and subsections of this
Agreement unless otherwise expressly stated. In the event any claim is made by
any Member relating to any conflict, omission or ambiguity in this Agreement, no
presumption or burden of proof or persuasion shall be implied by virtue of the
fact that this Agreement was prepared by or at the request of a particular
Member or its counsel.

     18.4  Jurisdiction.  Each Member hereby consents to the exclusive
           ------------
jurisdiction of the state and federal courts sitting in Delaware in any action
on a claim arising out of, under or in connection with this Agreement or the
transactions contemplated by this Agreement.  Each Member further agrees that
personal jurisdiction over it may be effected by service of process by
registered or certified mail addressed as provided in Section 18.6 of this
Agreement, and that when so made shall be as if served upon it personally within
the State of Delaware.

                                       19


     18.5  Severability.  If any provision of this Agreement or the application
           ------------
of such provision to any person or circumstance shall be held invalid, the
remainder of this Agreement or the application of such provision to persons or
circumstances other than those to which it is held invalid shall not be affected
thereby.

     18.6  Notices.  Any notice to be given or to be served upon the Company or
           -------
any party hereto in connection with this Agreement must be in writing (which may
include facsimile) and will be deemed to have been given and received when
delivered to the address specified by the party to receive the notice.  Such
notices will be given to a Member at the address specified in Exhibit B hereto.
                                                              ---------
Any party may, at any time by giving five (5) business days' prior written
notice to the other Members, designate any other address in substitution of the
foregoing address to which such notice will be given.

     18.7  Amendments.  No amendment to this Agreement shall be effective unless
           ----------
it is in writing and signed by all of the Members.

     18.8  Multiple Counterparts.  This Agreement may be executed in two or more
           ---------------------
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     18.9  Attorneys' Fees.  In the event that any dispute between the Company
           ---------------
and the Members or among the Members should result in litigation or any Dispute
Resolution Process, the prevailing party in such dispute shall be entitled to
recover from the other party all reasonable fees, costs and expenses of
enforcing any right of the prevailing party, including without limitation,
reasonable attorneys' fees and expenses, all of which shall be deemed to have
accrued upon the commencement of such action and shall be paid whether or not
such action is prosecuted to judgment.  Any judgment or order entered in such
action shall contain a specific provision providing for the recovery of
attorneys' fees and costs incurred in enforcing such judgment and an award of
prejudgment interest from the date of the breach at the maximum rate allowed by
law.  For the purposes of this Section:  (a) attorneys' fees shall include,
without limitation, fees incurred in the following:  (1) postjudgment motions;
(2) contempt proceedings; (3) garnishment, levy, and debtor and third party
examinations; (4) discovery; and (5) bankruptcy litigation and (b) "prevailing
                                                                    ----------
party" shall mean the party who is determined in the proceeding to have
- -----
prevailed or who prevails by dismissal, default otherwise.

     18.10 Remedies Cumulative.  The remedies under this Agreement are
           -------------------
cumulative and shall not exclude any other remedies to which any person may be
lawfully entitled.

                                       20


                                   EXHIBIT A

                         INITIAL CAPITAL CONTRIBUTIONS

                          AND MEMBERSHIP PERCENTAGES

Member Name and Address        Capital Contribution      Membership
- -----------------------        ---------------------     ----------
Percentage
- ----------

LandBank, Inc.                           $00                 99%
LandBank Remediation                     $00                 01%
Corporation

                                       21


                                   EXHIBIT B

                                    Notices

LandBank, Inc
Attention: William P. Lynott, President
12345 West Alameda Parkway, #208
Lakewood, CC) 80228

LandBank Remediation, Corporation
Attention: Stuart L. Miner, Director
12345 West Alameda Parkewy, #208
Lakewood, CO 80228

EX-3.45

                                                                    EXHIBIT 3.45


                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION

                                      OF

                                LANDBANK, INC.

                              A STOCK CORPORATION

                    (Original Certificate of Incorporation
                                Filed with the
                  Secretary of State of the Stare of Delaware
                             on October 19, 1994)

     In accordance with Section 245 of the General Corporation Law of the State
of Delaware ("DGCL"), LandBank, Inc., pursuant to a resolution proposed by its
Board of Directors and adopted by its stockholders in the manner and by the vote
prescribed by Section 242 of the DGCL, hereby adopts the following Amended and
Restated Certificate of Incorporation.

     FIRST: The name of the corporation (the "Corporation") is LandBank, Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, Wilmington, New Castle County.  The name of the
Corporation's registered agent at such address is The Prentice-Hall Corporation
System, Inc.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: Section 1.  Authorized Capital Stock.  The Corporation is
                         ------------------------
authorized to issue two classes of capital stock, designated Common Stock and
Preferred Stock.  The total number of shares of capital stock that the
Corporation is authorized to issue is 25,000,000 shares, consisting of
20,000,000 shares of Common Stock, par value $.001 per share, and 5,000,000
shares of Preferred Stock, par value $.001 per share.

     Section 2. Preferred Stock.  The Preferred Stock may be issued in one or
                ---------------
more series. The Board of Directors of the Corporation is hereby authorized to
issue the shares of Preferred Stock in such series and to fix from time to time
before issuance the number of shares to be included in any such series and the
designation, relative powers, preferences, and rights and qualifications,
limitations, or restrictions of all shares of such series. The authority of the
Board of Directors with respect to each such series will include, without
limiting the generality of the foregoing, the determination of any or all of the
following:

          a.  the number of shares of any series and the designation to
          distinguish the shares of such series from the shares of all other
          series:



          b.  the voting powers, if any, and whether such voting powers are full
          or limited in such series;

          c.  the redemption provisions, if any, applicable to such series,
          including the redemption price or prices to be paid;

          d.  whether dividends, if any, will be cumulative or noncumulative,
          the dividend rate of such series, and the dates and preferences of
          dividends on such series;

          e.  the rights of such series upon the voluntary or involuntary
          dissolution of, or upon any distribution of the assets of, the
          Corporation;

          f.  the provisions, if any, pursuant to which the shares of such
          series are convertible into, or exchangeable for, shares of any other
          class or classes or of any other series of the same or any other class
          or classes of stock, or any other security, of the Corporation or any
          other corporation or other entity, and the price or prices or the
          rates of exchange applicable thereto;

          g.  the right, if any to subscribe for or to purchase any securities
          of the Corporation or any other corporation or other entity;

          h.  the provisions, if any, of a sinking fund applicable to such
          series; and

          i.  any other relative participating, optional, or other special
          powers, preferences, rights, qualifications, limitations, or
          restrictions thereof;

all as may be determined from time to time by the Board and stated in the
resolution or resolutions providing for the issuance of such Preferred Stock
(collectively, a "Preferred Stock Designation").

     The Corporation is hereby authorized to issue such number and series of
Preferred Stock on the terms and with the provisions as set forth on Exhibit A
                                                                     ---------
hereto.

     Section 3. Common Stock. Except as may otherwise be provided in a
                ------------
Preferred Stock Designation, the holders of Common stock will be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders for each
share of Common Stock held of record by such holder as of the record date for
such meeting.

     FIFTH: To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no director of the Corporation shall be personally liable to the Corporation or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Corporation. Any repeal or
modification of Article Fifth shall not adversely affect any right or protection
of a director of the Corporation existing immediately prior to such repeal or
modification.



     SIXTH: Each person who is or was or has agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors or an officer of the
Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect. Without limiting the
generality or the effect of the foregoing, the Corporation may enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in this Article. Any repeal or modification of this
Article Sixth shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.

     The foregoing Amended and Restated Certificate of Incorporation supersedes
the original Certificate of Incorporation, together with all previous amendments
thereto.

     IN WITNESS WHEREOF, executed this 9th day of May, 1996.



                              LandBank, Inc.



                              By:  /s/  William P. Lynott
                                 ---------------------------------
                                       William P. Lynott
                                       President

ATTEST:



By: /s/ Jennifer L. Hernandez
   --------------------------------
        Jennifer L. Hernandez
        Secretary


                                                                       EXHIBIT A

                                                                       ---------

          POWERS, RIGHTS, PREFERENCES, QUALIFICATIONS AND LIMITATIONS
                                      OF
                     SERIES A CONVERTIBLE PREFERRED STOCK

1.   Designation.
     -----------

     There is hereby designated one series of Preferred Stock designated as
follows: "Series A Convertible Preferred Stock," consisting of three million
(3,500,000) shares, $.001 par value per share ("Series A Preferred Shares") and
the shares of Series A Preferred Shares shall be referred to as "Preferred
Shares." The Preferred Shares shall have the following powers, rights,
preferences, qualifications and limitations.

2.   Dividends.
     ---------

     (a)  The holders of record of Preferred Shares shall be entitled to
receive, when and as declared by the Board of Directors out of funds legally
available therefor, cumulative dividends in the amount per share of $.028 per
annum, payable quarterly on April 1, July 1, October 1 and January 1 in each
year commencing April 1, 1999 (each such date a "Dividend Payment Date"), except
that the dividend payable on the first Dividend Payment Date shall be the
dividend accruing from the date of issuance of the Preferred Shares through
March 31, 1999. Dividends shall be computed on the basis of a 360-day year of
twelve 30-day months. Dividends not declared and paid shall continue to cumulate
and accrue on a quarterly basis, and any and all such accrued dividends shall be
paid as provided in Section 3, 5 and 7 hereof.

     (b)  At the election of the holders of the Preferred Shares: (i) up to two-
thirds of the dividends accruing from the date of issuance of the Preferred
Shares through March 31, 1998 may be paid in additional Preferred Shares and
(ii) up to one-third of the dividends accruing from March 31, 1998 through March
31, 1999 may be paid in additional Preferred Shares. The number of Preferred
Shares to be issued in payment of any dividend to be paid in Preferred Shares
shall be determined by dividing the amount of the dividend by the greater of
$.35 and the consideration per share received by the Corporation in its most
recent round of venture capital financing with institutional investors or, if
there has been no such venture capital financing within the most recent 12 month
period, the fair market value per share as determined in good faith by the Board
of Directors, except that the equivalent of any fractional share shall be paid
in cash. In order that no fractional shares of Preferred Shares need be issued,
whenever the Corporation shall declare and pay a dividend payable in additional
Preferred Shares, the number of Preferred Shares to be issued to each holder
shall be rounded to the nearest whole share, rounding .5 and greater up.

     (c)  The holders of record of Preferred Shares also shall be entitled to
participate pari passu with the holders of Common Shares in any and all
            ---- ------
dividends or other distributions declared on the Corporation's Common Stock,
$.001 par value ("Common Shares"), based on the number of Common Shares into
which the Preferred Shares could be converted on the record date for


such dividend or, if no record date is established, the date on which such
dividend is declared. Any such dividends or other distributions shall be paid at
the same time as payment is made with respect to the Common Shares.

     (d)  In no event shall any dividend, whether in cash or other property, be
declared or paid or set apart for payment, nor shall any other distribution be
made, with respect to any other shares of capital stock of the Corporation, nor
shall any Common Shares or monies or other consideration be set aside for or
applied to the purchase, redemption or retirement of any such shares or made
available for a sinking fund for such purpose, unless all accrued dividends on
the then outstanding Preferred Shares shall have been paid or shall have been
declared and a sum sufficient for the payment thereof set apart. Nothing in this
Subsection 2(d) shall restrict the Corporation's ability to declare dividends on
the Common Shares payable in Common Shares.

3.   Liquidation, Dissolution or Winding Up.
     --------------------------------------

     In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, each holder of Preferred Shares
shall be entitled to be paid out of the assets of the Corporation available for
distribution to holders of the Corporation's capital stock, before any payment
or declaration and setting apart for payment of any amount shall be made in
respect of any Common Shares or other shares of the Corporation's capital stock,
an amount equal to $.35 per share (each as adjusted to reflect any share split,
combination, reclassification or similar event involving the Preferred Shares),
plus all accrued and unpaid dividends thereon to and including the date full
payment shall be tendered to the holders of the Preferred Shares with respect to
such liquidation, dissolution or winding up. If the assets of the Corporation
shall be insufficient to permit the payment in full to the holders of the
Preferred Shares of the amounts thus distributable, then the entire assets of
the Corporation available for such distribution shall be distributed ratably
among the holders of the Preferred Shares based upon the aggregate liquidation
preference of the Preferred Shares held by each such holder and the aggregate
liquidation preference of all Preferred Shares. After such payment shall have
been made in full to the holders of the Preferred Shares or funds necessary for
such payment shall have been set aside by the Corporation in trust for the
account of holders of the Preferred Shares so as to be available for such
payment, the holders of Preferred Shares shall have no further rights with
respect to any remaining assets of the Corporation legally available for
distribution to the holders of its capital stock. Whenever the distribution
provided for in this Section 3 shall be payable in property other than cash, the
value of such distribution shall be the fair market value of such property as
determined in good faith by not less than three-fourths of the Directors then
serving or the Board of Directors of the Corporation. Holders of at least 66.7%
of the Preferred Shares then outstanding shall be entitled to elect to cause a
reorganization, consolidation or merger of the Corporation or a sale or other
disposition of all or substantially all of the assets of the Corporation to be
treated as a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 3. Holders of Preferred Shares shall exercise such
election by giving written notice to the Corporation not less than one business
day prior to the date on which the applicable transaction is to be consummated,
and may make such election conditioned on the transaction being consummated on
the terms disclosed to such holders.


4.   Voting Rights.

     Each holder of Preferred Shares shall be entitled to vote on all matters
submitted to a vote of the holders of Common Shares and shall be entitled to
that number of votes equal to the largest number of whole Common Shares into
which such holder's Preferred Shares could be convened pursuant to the
provisions of Section 5 on the record date for the determination of shareholders
entitled to vote on such matter or, if no record date is established, on the
date such vote is taken or any written consent of shareholders is first
executed. Except as otherwise required by law, the holders of Preferred Shares
and Common Shares shall vote together as a single class on all matters.

5.   Conversion Rights
     -----------------

     (a)  Optional Conversion.  Subject to the terms and conditions of this
          -------------------
Section 5, the holder of any Preferred Shares shall have the right, at its
option at any time and from time to time, to convert all or any portion of such
shares into such number of fully paid and nonassessable Common Shares as is
obtained by multiplying the number of Preferred Shares to be converted by $.35
and dividing the result by the conversion price of $.35 per share or, in the
event any adjustment of such conversion price has taken place pursuant to the
provisions of this Section 5, by the conversion price in effect on the date such
Preferred Shares are surrendered for conversion (such conversion price, or such
conversion price as last adjusted, being referred to herein as the Conversion
Price").  Upon any conversion of Preferred Shares pursuant to this Section 5,
all accrued but unpaid dividends shall be converted into such number of Common
Shares achieved by dividing the aggregate amount of such dividends accrued on
the Preferred Shares held by each holder by the Conversion Price then in effect.

     (b)  Automatic Conversion.  (i) All outstanding Preferred Shares, plus all
          --------------------
accrued and unpaid dividends thereon, shall be convened automatically into the
number of Common Shares into which such Preferred Shares are then convertible
pursuant to this Section 5, without any action by the holders of such shares and
whether or not the certificates representing such shares are surrendered to the
Corporation or its transfer agent on the earliest to occur of: (A) the date on
which the Corporation receives proceeds from an initial public offering of
Common Shares consummated pursuant to a registration statement that has been
declared effective by the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933 (the "1933 Act"), net of any underwriting discounts or
commissions and any expenses incurred by the Company in connection with such
offering, of at least $2,500,000 where the price per share paid by the public
for such shares is at least $3.00 per share; (B) the date on which holders of at
least 66.7% of the then own outstanding Preferred Shares convert such Preferred
Shares into Common Shares pursuant to this Section 5; (C) in the event the
holders of the Preferred Shares have exercised their "Put Option" under Section
9 of the Share Purchase Agreement, the date on which such holders have received
payment in full of the Put Price (as defined in the Share Purchase Agreement);
and (D) March 31, 2001.

               (ii) Upon the occurrence of an event triggering the automatic
     conversion of Preferred Shares as provided in the preceding subparagraph
     (i), the


     Corporation shall promptly give written notice to all holders of Preferred
     Shares of such event. As soon as practicable after giving such notice, the
     Corporation shall issue and deliver or cause to be issued and delivered a
     certificate or certificates for the number of full Common Shares issuable
     (or other shares, other securities, cash or other property issuable,
     deliverable or payable) upon such conversion, together with any cash
     payment to be made in lieu of fractional shares as provided in Subsection
     5(h) in exchange for the certificates representing the Preferred Shares
     converted pursuant to this Subsection 5(b), together with proper
     assignments of such certificates.

     (c)  Mechanics of Conversion.  The rights of conversion under Subsection
          -----------------------
5(a) shall be exercised by a holder of Preferred Shares by (i) surrendering the
certificates representing such shares, together with written notice of such
holder's election to convert such shares (the "Conversion Notice"), and a proper
assignment of such certificates to the Corporation. The Conversion Notice shall
state the names and addresses in which and to which the certificates
representing the Common Shares issuable or, if applicable, the other shares,
other securities, cash or other property issuable, deliverable or payable, upon
such conversion shall be issued, delivered or paid, as the case may be. The date
upon which the certificates representing the Preferred Shares to be converted,
the Conversion Notice and the proper assignment have all been received by the
Corporation is referred to herein as the "Conversion Date." As promptly as
practicable after the Conversion Date, the Corporation shall issue and deliver
or cause to be issued and delivered, as specified in the Conversion Notice,
certificates for the number of full Common Shares issuable (or other shares,
other securities, cash or other property issuable, deliverable or payable) upon
such conversion together with any cash instead of fractional shares as provided
in Subsection 5(i). Such conversion shall be deemed to have been effected
immediately prior to the close of business on the Conversion Date, and at such
time the rights of the holder of the converted Preferred Shares shall cease and
the person or persons in whose name or names any certificate or certificates for
Common Shares shall be issuable upon such conversion shall be deemed to have
become the holder or holders of record of the Common Shares represented thereby.
In the event of the liquidation, dissolution or winding up of the Corporation,
the holders of Preferred Shares shall be entitled to convert their shares in
accordance with the terms of this Section 5 at any time prior to the date which
is three days prior to the distribution of the proceeds from such liquidation,
dissolution or winding up of the Corporation, and such conversion may be
conditioned upon such distribution actually occurring. Any accrued but unpaid
dividends outstanding with respect to Preferred Shares shall be paid in full by
the Corporation at the time the Corporation delivers the certificates to the
former holders of Preferred Shares pursuant to this paragraph (c).

     (d)  Adjustment of Conversion Price Upon Issuance of Common Shares.
          -------------------------------------------------------------

     (1)  Issuance of Common Shares.  Except as provided in Subsection 5(d)(7),
          -------------------------
     if and whenever the Corporation shall issue or sell, or under any of
     Subsections 5(d)(2) through 5(d)(6) is deemed to have issued or sold, any
     of its Common Shares for a consideration per share less than the Conversion
     Price in effect immediately prior to the time of such issuance or sale,
     then the Conversion Price at such time shall be reduced to an amount equal
     to the amount determined by dividing (i) an amount equal to the sum of (A)
     the


     number of Common Shares outstanding immediately prior to such issuance or
     sale (including as outstanding all Common Shares issuable upon conversion
     of outstanding Preferred Shares and all Common Shares issuable upon the
     exercise of Options or the conversion of Convertible Securities, as such
     terms are defined in Subsection 5(d)(2)), multiplied by the Conversion
     Price at such time and (B) the consideration, if any, received and/or
     receivable by the Corporation in connection with such issuance or sale, by
     (ii) the total number of Common Shares outstanding immediately after such
     issuance or sale, including as outstanding all Common Shares issuable upon
     conversion of outstanding Preferred Shares and all Common Shares issuable
     upon the exercise of Options or the conversion of Convertible Securities.

     (2)  Issuance of Rights or Options.  In case at any time the Corporation
          -----------------------------
     shall in any manner grant (whether directly or by assumption in a merger or
     otherwise) any rights to subscribe for or to purchase, or any options for
     the purchase of, Common Shares or any stock or securities convertible into
     or exchangeable for Common Shares (such rights or options being hereinafter
     referred to as "Options" and such convertible or exchangeable stock or
     securities being hereinafter referred to as "Convertible Securities"),
     whether or not such Options or the right to convert or exchange any such
     Convertible Securities are immediately exercisable, and the price per share
     for which a Common Share is issuable upon the exercise of such Options or
     upon the conversion or exchange of such Convertible Securities (determined
     by dividing (A) the total amount, if any, received or receivable by the
     Corporation as consideration for the granting of such Options, plus the
     aggregate amount of additional consideration payable to the Corporation
     upon the exercise of all such Options, plus, in the case of such Options
     which relate to Convertible Securities, the aggregate amount of additional
     consideration, if any, payable upon the issuance or sale of such
     Convertible Securities and upon the conversion or exchange thereof, by (B)
     the maximum number of Common Shares issuable upon the full exercise of such
     Options or upon the full conversion or exchange of all such Convertible
     Securities issuable upon the exercise of such Options) shall be less than
     the Conversion Price in effect immediately prior to the time of the
     granting of such Options, then the maximum number of Common Shares issuable
     upon the exercise of such Options or upon the conversion or exchange of the
     maximum number of such Convertible Securities issuable upon the exercise of
     such Options shall be deemed to have been issued for such price per share
     as of the date such Options were granted and thereafter shall be deemed to
     be outstanding. Except as otherwise provided in Subsection 5(d)(4), no
     adjustment of the Conversion Price shall be made upon the actual issuance
     of such Common Shares or of such Convertible Securities upon exercise of
     such Options or upon the actual issuance of such Common Shares upon
     conversion or exchange of such Convertible Securities if an appropriate
     adjustment was previously made pursuant to this Subsection 5(d)(2) upon the
     issuance of such Options.

     (3)  Issuance of Convertible Securities.  In case the Corporation shall in
          ----------------------------------
     any manner issue (whether directly or by assumption in a merger or
     otherwise) or sell any Convertible Securities, whether or not the rights to
     exchange or convert any such Convertible Securities are immediately
     exercisable, and the price per share for which a Common


     Share is issuable upon such conversion or exchange (determined by dividing
     (A) the total amount, if any, received or receivable by the Corporation as
     consideration for the issuance or sale of such Convertible Securities, plus
     the aggregate amount of additional consideration, if any, payable to the
     Corporation upon the conversion or exchange thereof, by (B) the maximum
     number of Common Shares issuable upon the conversion or exchange of all
     such Convertible Securities) shall be less than the Conversion Price in
     effect immediately prior to the time of such issuance or sale, then the
     maximum number of Common Shares issuable upon conversion or exchange of all
     such Convertible Securities shall be deemed to have been issued for such
     price per share as of the date of the issuance or sale of such Convertible
     Securities and thereafter shall be deemed to be outstanding; provided that
     (a) except as otherwise provided in Subsection 5(d)(4), no adjustment of
     the Conversion Price shall be made upon the actual issuance of such Common
     Shares upon conversion or exchange of such Convertible Securities if an
     appropriate adjustment was previously made pursuant to this Subsection
     5(d)(3) upon the issuance of such Convertible Securities, and (b) if any
     such issuance or sale of such Convertible Securities is made upon the
     exercise of any Options to purchase any such Convertible Securities for
     which adjustments of the Conversion Price have been or are to be made
     pursuant to other provisions of this Subsection 5(d), no further adjustment
     of the Conversion Price shall be made by reason of such issuance or sale.

     (4)  Change in Option Price or Conversion Rate.  In the event that the
          -----------------------------------------
     purchase price provided for in any Option referred to in Subsection
     5(d)(2), the additional consideration, if any, payable upon the conversion
     or exchange of any Convertible Securities referred to in Subsections
     5(d)(2) or 5(d)(3), or the rate at which any Convertible Securities
     referred to in Subsections 5(d)(2) or 5(d)(3) are convertible into or
     exchangeable for Common Shares, shall change at any time (other than under
     or by reason of provisions designed to protect against dilution), the
     Conversion Price in effect at the time of such event shall be readjusted to
     the Conversion Price which would have been in effect at such time had such
     Options or Convertible Securities still outstanding provided for such
     purchase price, additional consideration or conversion rate, as the case
     may be, at the time such options or Convertible Securities were initially
     granted, issued or sold. In the event any Option or any right to convert or
     exchange Convertible Securities shall expire or terminate without being
     exercised, the Conversion Price then in effect hereunder shall be adjusted
     to the Conversion Price which would have been in effect at the time of such
     expiration or termination had such Option or Convertible Securities, to the
     extent outstanding immediately prior to such expiration or termination,
     never been issued, and the Common Shares issuable thereunder shall no
     longer be deemed to be outstanding. If the purchase price provided for in
     any such Option referred to in Subsection 5(d)(2) or the rate at which any
     Convertible Securities referred to in Subsections 5(d)(2) or 5(d)(3) are
     convertible into or exchangeable for Common Shares shall be reduced at any
     time under or by reason of provisions with respect thereto designed to
     protect against dilution, then, in case of the delivery of Common Shares
     upon the exercise of any such Option or upon conversion or exchange of any
     such Convertible Securities, the Conversion Price then in effect hereunder
     shall be adjusted to such respective amount as would have been obtained had
     such Option or Convertible Securities never been issued as to such Common
     Shares


     and had adjustments been made upon the issuance of the Common Shares
     delivered as aforesaid, but only if as a result of such adjustment the
     Conversion Price then in effect hereunder is hereby reduced.

     (5)  Consideration for Stock.  In case any Common Shares, Options or
          -----------------------
     Convertible Securities shall be issued or sold for cash, the consideration
     received therefore shall be deemed to be the amount received by the
     Corporation therefor, without deduction of any expenses incurred or any
     underwriting commissions or concessions paid or allowed by the Corporation
     in connection therewith. In case any Common Shares, Options or Convertible
     Securities shall be issued or sold, in whole or in part, for a
     consideration other than cash, the amount of the consideration other than
     cash received by the Corporation shall be deemed to be the fair market
     value of such consideration as determined in good faith by three-fourths of
     the Directors on the Board of Directors of the Corporation, without
     deduction of any expenses incurred or any underwriting commissions or
     concessions paid or allowed by the Corporation in connection therewith.

     (6)  Treasury Shares.  The disposition of Common Shares owned or held by or
          ---------------
     for the account of the Corporation (other than as a result of a
     cancellation of treasury shares) shall be considered an issue or sale of
     Common Shares for the purpose of this Subsection 5(d).

     (7)  When Adjustment is Not Required.  Notwithstanding any provision herein
          -------------------------------
     to the contrary, no adjustment shall be made in the Conversion Price as a
     result of (i) the issuance of Common Shares upon conversion of any
     Preferred Shares and accrued but unpaid dividends; or (ii) any subdivision
     or combination affecting the Common Shares or the issuance of Common Shares
     pursuant to a stock dividend or other distribution on Common Shares if an
     appropriate adjustment to the Conversion Price is made pursuant to
     Subsection 5(e).  Except to the limited extent provided for in Subsections
     5(d)(4), no adjustment of the Conversion Price pursuant to this Subsection
     5(d) shall have the effect of increasing the Conversion Price above the
     Conversion Price in effect immediately prior to such adjustment.

     (e)  Subdivision or Combination of Stock.  In case the Corporation shall at
          -----------------------------------
any time split or subdivide its outstanding Common Shares into a greater number
of shares, the Conversion Price for the Preferred Shares in effect immediately
prior to such subdivision shall be proportionately reduced, and, conversely, in
case the outstanding Common Shares of the Corporation shall be combined into a
smaller number of shares, the Conversion Price in effect immediately prior to
such combination shall be proportionately increased.

     (f)  Reorganization, Reclassification, Consolidation or Merger. In the
          ---------------------------------------------------------
event of any capital reorganization or reclassification of the outstanding
capital stock of the Corporation, or any consolidation of the Corporation with,
or merger of the Corporation with or into, another Corporation or entity, or the
sale, exchange, assignment, lease, transfer or other disposition of all or
substantially all of the assets of the Corporation, where, in connection with
such event, the holders of Common Shares will be entitled to receive stock,
securities, cash or other property


with respect to or in exchange for such Common Shares, then, as a condition of
such reorganization, reclassification, consolidation, merger, or sale of assets,
lawful and adequate provision (in form and substance reasonably satisfactory to
the holders of a majority of the outstanding Preferred Shares) shall be made
whereby each holder of Preferred Shares shall thereafter have the right to
receive, upon the basis and upon the terms and conditions specified herein and
in lieu of the Common Shares of the Corporation immediately theretofore
receivable upon the conversion of such Preferred Shares, such shares of stock,
securities, cash or other property as may be issuable or payable with respect to
or in exchange for the number of Common Shares immediately theretofore so
receivable, and in any such case, appropriate provision shall be made with
respect to the rights and interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Conversion Price) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities, cash or other property thereafter
deliverable upon the exercise of such conversion rights (including an immediate
adjustment, by reason of such consolidation or merger, if the value so reflected
is less than the Conversion Price in effect immediately prior to such
consolidation or merger). In the event of a merger or consolidation of the
Corporation as a result of which a greater or lesser number of shares of common
stock of the surviving Corporation are issuable to holders of Common Shares of
the Corporation outstanding immediately prior to such merger or consolidation,
the Conversion Price in effect immediately prior to such merger or consolidation
shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding Common Shares of the Corporation. The Corporation
shall not effect any consolidation or merger contemplated by this Subsection
5(f) unless prior to the consummation thereof the successor Corporation (if
other than the Corporation) resulting from such consolidation or merger shall
assume by written instrument (in form and substance reasonably satisfactory to
the holders of a majority of the outstanding Preferred Shares), executed and
mailed first class mail, postage prepaid, to each holder of Preferred Shares at
the last address of such holder as shown by the records of the Corporation, the
obligation to deliver to such holders such shares of stock, securities, cash or
other property as, in accordance with the foregoing provisions, such holder may
be entitled to receive.

     (g)  Notice of Adjustment.  Upon any adjustment of the Conversion Price,
          --------------------
then and in each such case, the Corporation shall deliver a written certificate,
by first class mail, postage prepaid, addressed to each holder of Preferred
Shares, at the last address of such holder shown by the records of the
Corporation, which certificate shall be signed by the President, Chief Executive
Officer or Chief Financial Officer of the Corporation specifying the Conversion
Price resulting from such adjustment and details of the calculation and the
facts upon which the calculation is based.

     (h)  Fractional Shares.  No fractional Common Shares (or other shares or
          -----------------
other securities) or scrip representing fractional shares shall be issued upon
conversion of any of the Preferred Shares. Instead, the Corporation shall pay
cash in an amount equal to the fair market value of such fractional share at the
time of such conversion, as determined in good faith by three-fourths of the
Directors of the Board of Directors of the Corporation.


     (i)  Reservation of Common Shares.  The Corporation shall at all times
          ----------------------------
reserve and keep available and free of preemptive rights out of its authorized
but unissued Common Shares, solely for the purpose of effecting the conversion
of the Preferred Shares, such number of its Common Shares (or other shares or
other securities as may be required) as shall from time to time be sufficient to
effect the conversion of all outstanding Preferred Shares plus all accrued and
unpaid dividends, and if at any time the number of authorized but unissued
Common Shares (or such other shares or other securities) shall not be sufficient
to effect the conversion of all then outstanding Preferred Shares plus all
accrued and unpaid dividends, the Corporation shall take such action as may be
necessary to increase its authorized but unissued Common Shares (or other shares
or other securities) to such number of shares as shall be sufficient for such
purpose.

     (j)  Costs of Conversion.  The Corporation shall pay all documentary, stamp
          -------------------
or other similar taxes attributable to the issuance or delivery of Common Shares
(or other shares or other securities) of the Corporation upon conversion of any
of the Preferred Shares.  However, the Corporation shall not be required to pay
any taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any certificate for such shares in a name other than
that of the holder of the Preferred Shares in respect of which such shares are
being issued.

6.   No Reissuance of Preferred Shares.
     ---------------------------------

     No Preferred Shares acquired by the Corporation by reason of redemption,
purchase, conversion or otherwise shall be reissued, amid all such shares shall
be canceled, retired and eliminated from the shares which the Corporation shall
be authorized to issue. The President, Chief Executive Officer or any Vice-
President and the Secretary or any Assistant Secretary of the Corporation are
hereby authorized and directed on behalf of the Corporation to file such
documents from time to time as may be necessary to reduce the authorized number
of Preferred Shares accordingly.

7.   Notices of Certain Events.
     -------------------------

     In the event of:

     (a)  any taking by the Corporation of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or distribution, or any right to subscribe for,
purchase or otherwise acquire any shares of any class or any other securities or
property, or to receive any other right; or

     (b)  any proposed capital reorganization or restructuring of the
Corporation, any proposed reclassification or recapitalization of the shares of
the Corporation, any proposed merger or consolidation of the Corporation, or any
proposed sale, lease, transfer or other disposition of all or substantially all
of the assets of the Corporation; or

     (c)  any proposed voluntary or involuntary liquidation dissolution or
winding up of the Corporation;


then, and in each such event, the Corporation shall give written notice thereof,
by first class mail, postage prepaid, addressed to each holder of Preferred
Shares at the last address of such holder shown by the records of the
Corporation; specifying (i) the date on which any such record is to be taken for
the purpose of such dividend, distribution or right and a description of such
dividend, distribution or right, (ii) the date on which any such reorganization,
restructuring, reclassification, recapitalization, sale, consolidation, merger,
dissolution, liquidation or winding up is proposed to become effective and (iii)
the time, if any, that is to be fixed, as to when the holders of record of
Common Shares (or other securities) are to surrender such Common Shares (or
other securities) for securities or other property deliverable upon such
reorganization, restructuring, reclassification, recapitalization, sale,
consolidation, merger, dissolution, liquidation or winding up. Unless waived in
writing, each such notice shall be mailed at least 15 days prior to the date
specified in such notice on which such action is to be taken.

     8.  Preemptive Rights.  (a) Subject to the provisions of this Section 8,
         -----------------
each holder of Preferred Shares shall have the preemptive right to purchase, in
the case of the proposed issuance by the Corporation of, or the proposed
granting by the Corporation of rights or options to purchase, shares of any
class of the Corporation's capital stock or any Options or Convertible
Securities, during a reasonable time to be fixed by the Corporation's Board of
Directors (which shall not be less than 20 days) that number of such shares or
Options or Convertible Securities as shall bear the same proportion to the
aggregate number of such shares or Options or Convertible Securities as shall
bear the same proportion to the aggregate number of such shares or Options or
Convertible Securities to be issued or sold as the number of Common Shares as
are issuable upon conversion of the Preferred Shares held by such holder on the
record date for determination of holders of Preferred Shares entitled to
exercise such preemptive rights bears to the sum of (i) the total number of
Common Shares issued and outstanding on such record date and (ii) the number of
Common Shares issuable upon conversion or exercise of the Preferred Shares and
any Convertible Securities or Options issued and outstanding on such record
date, and at a price or prices no less favorable to the holders of such
Preferred Shares than the price or prices at which such shares or other
securities are proposed to be offered for sale to others.

     (b) Notwithstanding anything to the contrary in this Section 8, no holder
of Preferred Shares shall have any preemptive right to purchase any shares of
any class of the Corporation's capital stock or any Options or Convertible
Securities (i) issuable upon conversion of any Preferred Shares; (ii) issuable
upon conversion of Convertible Securities or the exercise of Options if such
holder was offered the opportunity to purchase such Convertible Securities or
Options pursuant to this Section 8 or as to which such holder was not given such
opportunity by reason of the application of this subsection 8(b); (iii) issued
in any transaction with respect to which holders of 66.7% of the outstanding
Preferred Shares have waived in writing their preemptive rights granted
hereunder; (iv) issued to the public pursuant to a registration statement filed
with the SEC under the 1933 Act, or (v) issuable in connection with stock
splits, stock dividends or recapitalizations; or (vi) issuable to employees and
prospective employees pursuant to any plan or pattern of employee equity
participation, or to consultants, advisors, and other strategic partners with
whom the Corporation deals in the course of operating its business to the extent
such capital stock, Options or Convertible Securities in the aggregate (assuming
exercise


and/or conversion of any such Options or Convertible Securities) do not exceed
2,000,000 Common Shares.

     (c)  The Corporation's Board of Directors shall cause to be given to each
holder of Preferred Shares entitled to purchase shares or other securities in
accordance with this Section 8 a written notice by first class mail, postage
prepaid, addressed to its last address as shown by the records of the
Corporation setting forth the time within which (which shall not be less than 30
days), and the terms and conditions upon which, the holder may purchase such
shares or other securities. Subject to the other terms of the Preferred Shares,
any securities which the Corporation proposes to issue or grant which are not
purchased by the holders of Preferred Shares pursuant to this Section 8 may be
sold or granted by the Corporation to any third parry within 90 days after the
expiration of the period during which the holder shall have the preemptive right
to purchase, but the Corporation shall not sell or grant any such securities
after such 90 day period without renewed compliance with this Section 8.

EX-3.46

                                                                    EXHIBIT 3.46


                                   BY LAWS

                                      OF
                                LANDBANK, INC.
                           (A DELAWARE CORPORATION)


                               TABLE OF CONTENTS
                               -----------------



                                                                          Page
                                                                          ----
                                                                       
ARTICLE I

OFFICES                                                                      1
     Section 1.   Registered Office.......................................   1
     Section 2.   Other Offices...........................................   1

ARTICLE II

CORPORATE SEAL............................................................   1
     Section 3.   Corporate Seal..........................................   1

ARTICLE III

STOCKHOLDERS' MEETINGS....................................................   1
     Section 4.   Place of Meetings.......................................   1
     Section 5.   Annual Meeting..........................................   1
     Section 6.   Special Meetings........................................   3
     Section 7.   Notice of Meetings......................................   4
     Section 8.   Quorum..................................................   4
     Section 9.   Adjournment and Notice of Adjourned Meetings............   4
     Section 10.  Voting Rights...........................................   5
     Section 11.  Beneficial Owners of Stock..............................   5
     Section 12.  List of Stockholders....................................   6
     Section 13.  Action without Meeting..................................   6
     Section 14.  Organization............................................   7

ARTICLE IV

DIRECTORS                                                                    7
     Section 15.  Number and Term of Office...............................   7
     Section 16.  Powers..................................................   8
     Section 17.  Vacancies...............................................   8
     Section 18.  Resignation.............................................   8
     Section 19.  Removal.................................................   8
     Section 20.  Meetings................................................   8
             (a)   Annual Meetings........................................   8
             (b)   Regular Meetings.......................................   9
             (c)   Special Meetings.......................................   9
             (d)   Telephone Meetings.....................................   9
             (e)   Notice of Meetings.....................................   9
             (f)   Waiver of Notice.......................................   9
     Section 21.   Quorum and Voting......................................   9


                                       i


                               TABLE OF CONTENTS
                               -----------------
                                  (Continued)



                                                                          Page
                                                                          ----
                                                                       
     Section 22.   Action without Meeting.................................  10
     Section 23.   Fees and Compensation..................................  10
     Section 24.   Committees.............................................  10
             (a)   Executive Committee....................................  10
             (b)   Other Committees.......................................  10
             (c)   Term...................................................  11
             (d)   Meetings...............................................  11
     Section 25.   Organization...........................................  11

ARTICLE V

OFFICERS..................................................................  12
     Section 26.  Officers Designated.....................................  12
     Section 27.  Tenure and Duties of Officers...........................  12
             (a)  General.................................................  12
             (b)  Duties of Chairman of the Board of Directors............  12
             (c)  Duties of President.....................................  12
             (d)  Duties of Vice Presidents...............................  13
             (e)  Duties of Secretary.....................................  13
             (f)  Duties of Chief Financial Officer or Treasurer..........  13
     Section 28.  Delegation of Authority.................................  13
     Section 29.  Resignations............................................  13
     Section 30.  Removal.................................................  13

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES
OWNED BY THE CORPORATION..................................................  14
     Section 31.  Execution of Corporate Instruments......................  14
     Section 32.  Voting of Securities Owned by the Corporation...........

ARTICLE VII

SHARES OF STOCK...........................................................  15
     Section 33.  Form and Execution of Certificates......................  15
     Section 34.  Lost Certificates.......................................  15
     Section 35.  Transfers...............................................  16
     Section 36.  Fixing Record Dates.....................................  16
     Section 37.  Registered Stockholders.................................  16

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION.......................................  17
     Section 38.  Execution of Other Securities...........................  17


                                      ii


                               TABLE OF CONTENTS
                               -----------------
                                  (Continued)



                                                                                        Page
                                                                                        ----
                                                                                     
ARTICLE IX

DIVIDENDS...............................................................................  17
     Section 39.  Declaration of Dividends..............................................  17
     Section 40.  Dividend Reserve......................................................  17

ARTICLE X

FISCAL YEAR.............................................................................  18
    Section 41.   Fiscal Year...........................................................  18

ARTICLE XI

INDEMNIFICATION.........................................................................  18
     Section 42.  Indemnification of Directors, Officers, Employees and Other Agents....  18
             (a)  Directors and Executive Officers......................................  18
             (b)  Other Officers, Employees and Other Agents............................  18
             (c)  Good Faith............................................................  18
             (d)  Expenses..............................................................  19
             (e)  Enforcement...........................................................  19
             (f)  Non-Exclusivity of Rights.............................................  20
             (g)  Survival of Rights....................................................  20
             (h)  Insurance.............................................................  20
             (i)  Amendments............................................................  20
             (j)  Saving Clause.........................................................  20
             (k)  Certain Definitions...................................................  20

ARTICLE XII

NOTICES.................................................................................  21
     Section 43.  Notices...............................................................  21
             (a)  Notice to Stockholders................................................  21
             (b)  Notice to Directors...................................................  21
             (c)  Address Unknown.......................................................  22
             (d)  Affidavit of Mailing..................................................  22
             (e)  Time Notices Deemed Given.............................................  22
             (f)  Methods of Notice.....................................................  22
             (g)  Failure to Receive Notice.............................................  22
             (h)  Notice to Person with Whom Communication Is Unlawful..................  22
             (i)  Notice to Person with Undeliverable Address...........................  22


                                      iii


                               TABLE OF CONTENTS
                               -----------------
                                  (Continued)



                                                                          Page
                                                                          ----
                                                                       
ARTICLE XIII

AMENDMENTS..............................................................    23
     Section 44.  Amendments............................................    23

ARTICLE XIV

RIGHT OF FIRST REFUSAL - Deleted........................................    23
     Section 45.  Right of First Refusal................................    23

ARTICLE XV

LOANS TO OFFICERS.......................................................    26
     Section 46.  Loans to Officers.....................................    26

ARTICLE XVI

MISCELLANEOUS...........................................................    26
     Section 47.  Annual Report.........................................    26


                                      iv


                                    BYLAWS

                                      OF

                                LANDBANK, INC.
                           (A DELAWARE CORPORATION)

                                   ARTICLE I

                                    OFFICES

     Section 1.  Registered Office.  The registered office of the corporation in
the State of Delaware shall be in the City of Wilmington, County of New Castle.
(Del. Code Ann., tit. 8, (S) 131)

     Section 2.  Other Offices. The corporation shall also have and maintain an
office or principal place of business in San Francisco, California, at such
place as may be fixed by the Board of Directors, and may also have offices at
such other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require. (Del. Code Ann., tit. 8, (S) 122(8))

                                  ARTICLE II

                                CORPORATE SEAL

     Section 3.  Corporate Seal. The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate Seal-
Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. (Del. Code Ann., tit. 8, (S)
122(3))

                                  ARTICLE III

                            STOCKHOLDERS' MEETINGS

     Section 4.  Place of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof. (Del. Code Ann., tit. 8, (S) 211(a))

     Section 5.  Annual Meeting.

          (a)    The annual meeting of the stockholders of the corporation,
commencing with the year 1996, for the purpose of election of Directors and for
such other business as may lawfully come before it, shall be held on such date
and at such time as may be designated from time to time by the Board of
Directors. (Del. Code Ann., tit. 8, (S) 211(b))


          (b)    At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than one hundred twenty
(120) calendar days in advance of the date of the corporation's proxy statement
released to stockholders in connection with the previous year's annual meeting
of stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received a reasonable time before the solicitation is made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, in his capacity as a proponent to a
stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities and Exchange Act of
1934, as amended. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (b). The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this paragraph (b), and, if he should so determine, he shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted. (Del. Code Ann., tit. 8, (S) 211(b))

          (c)    Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of the corporation entitled to vote
in the election of Directors at the meeting who complies with the notice
procedures set forth in this paragraph (c). Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the corporation in accordance with
the provisions of paragraph (b) of this Section 5. Timely notice shall also be
given of any stockholder's intention to cumulate votes in the election of
directors at a meeting. Such stockholder's notice shall set forth (i) as to each
person, if any, whom the

                                       2


stockholder proposes to nominate for election or re-election as a Director: (A)
the name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and number of
shares of the corporation which are beneficially owned by such person, (D) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder, and (E) any
other information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such person's written consent to being
named in the proxy statement, if any, as a nominee and to serving as a Director
if elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (b) of this Section 5 and whether
such stockholder intends to request cumulative voting in the election of
Directors at the meeting. At the request of the Board of Directors, any person
nominated by a stockholder for election as a Director shall furnish to the
Secretary of the corporation that information required to be set forth in the
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the corporation unless nominated
in accordance with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance with the procedures prescribed by
these Bylaws, and if he should so determine, he shall so declare at the meeting
and the defective nomination shall be disregarded. (Del. Code Ann., tit. 8,
(S)(S) 212, 214)

     Section 6.  Special Meetings.

          (a)    Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) the
President, (iii) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption) or (iv) by the holders of
shares entitled to cast not less than ten percent (10%) of the votes at the
meeting, and shall be held at such place, on such date, and at such time as they
or he shall fix; provided, however, that following registration of any of the
classes of equity securities of the corporation pursuant to the provisions of
the Securities Exchange Act of 1934, as amended, special meetings of the
stockholders may only be called by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized Directors.

          (b)    If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
President, any Vice President, or the Secretary of the corporation. No business
may be transacted at such special meeting otherwise than specified in such
notice. The officer receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance with the provisions of
Section 7 of these Bylaws, that a meeting will be held not less than thirty-five
(35) nor more than sixty (60) days after the receipt of the request. If the
notice is

                                       3


not given within twenty (20) days after the receipt of the request, the person
or persons requesting the meeting may give the notice. Nothing contained in this
paragraph (b) shall be construed as limiting, fixing, or affecting the time when
a meeting of stockholders called by action of the Board of Directors may be
held.

     Section 7.  Notice of Meetings. Except as otherwise provided by law or the
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, 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 because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given. (Del. Code Ann., tit. 8, (S)(S) 222, 229)

     Section 8. Quorum. At all meetings of stockholders, except where otherwise
provided by statute or by the Certificate of Incorporation, or by these Bylaws,
the presence, in person or by proxy duly authorized, of the holders of a
majority of the outstanding shares of stock entitled to vote shall constitute a
quorum for the transaction of business. Any shares, the voting of which at said
meeting has been enjoined, or which for any reason cannot be lawfully voted at
such meeting, shall not be counted to determine a quorum at such meeting. In the
absence of a quorum any meeting of stockholders may be adjourned, from time to
time, either by the chairman of the meeting or by vote of the holders of a
majority of the shares represented thereat, but no other business shall be
transacted at such meeting. The stockholders present at a duly called or
convened meeting, at which a quorum is present, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws, all action taken by the
holders of a majority of the voting power represented at any meeting at which a
quorum is present shall be valid and binding upon the corporation; provided,
however, that Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of Directors. Where a separate vote by a class or classes
is required, a majority of the outstanding shares of such class or classes,
present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote on that matter and the affirmative vote of
the majority (plurality, in the case of the election of Directors) of shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class. (Del. Code Ann., tit. 8, (S) 216)

     Section 9.  Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
represented thereat. 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. At

                                       4


the adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting. 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. (Del. Code Ann., tit. 8,
(S) 222(c))

     Section 10. Voting Rights.

          (a)    For the purpose of determining those stockholders entitled to
vote at any meeting of the stockholders, except as otherwise provided by law,
only persons in whose names shares stand on the stock records of the corporation
on the record date, as provided in Section 12 of these Bylaws, shall be entitled
to vote at any meeting of stockholders. Except as may be otherwise provided in
the Certificate of Incorporation or these Bylaws, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder.
Every person entitled to vote or execute consents shall have the right to do so
either in person or by an agent or agents authorized by a written proxy executed
by such person or his duly authorized agent, which proxy shall be filed with the
Secretary at or before the meeting at which it is to be used. An agent so
appointed need not be a stockholder. No proxy shall be voted after three (3)
years from its date of creation unless the proxy provides for a longer period.
All elections of Directors shall be by written ballot, unless otherwise provided
in the Certificate of Incorporation. (Del. Code Ann., tit. 8, (S)(S) 211(e),
212(b))

          (b)    Every stockholder entitled to vote in any election of Directors
of this corporation may cumulate such stockholder's votes and give one candidate
a number of votes equal to the number of Directors to be elected multiplied by
the number of votes to which the stockholder's shares are otherwise entitled, or
distribute the stockholder's votes on the same principle among as many
candidates as such stockholder thinks fit. No stockholder, however, may cumulate
such stockholder's votes for one or more candidates unless (i) the names of such
candidates have been properly placed in nomination, in accordance with these
Bylaws, prior to the voting, (ii) the stockholder has given advance notice to
the corporation of the intention to cumulate votes pursuant to paragraph (c) of
Section 5 of these Bylaws, and (iii) the stockholder has given proper notice to
the other stockholders at the meeting, prior to voting, of such stockholder's
intention to cumulate such stockholder's votes. If any stockholder has given
proper notice, all stockholders may cumulate their votes for any candidates who
have been properly placed in nomination. The candidates receiving the highest
number of votes of the shares entitled to be voted for them up to the number of
Directors to be elected by such shares shall be declared elected.

     Section 11. Beneficial Owners of Stock.

          (a)    If shares or other securities having voting power stand of
record in the names of two (2) or more persons, whether fiduciaries, members of
a partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two (2) or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or

                                       5


creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect: (a) if only one (1) votes, his act binds
all; (b) if more than one (1) votes, the act of the majority so voting binds
all; (c) if more than one (1) votes, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or may apply to the Delaware Court of Chancery for relief as
provided in the General Corporation Law of Delaware, Section 217(b). If the
instrument filed with the Secretary shows that any such tenancy is held in
unequal interests, a majority or even-split for the purpose of this subsection
(c) shall be a majority or even-split in interest. (Del. Code Ann., tit. 8, (S)
217(b))

          (b)    Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held. Persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon. (Del. Code
Ann., tit. 8. (S) 217(a))

     Section 12. List of Stockholders. The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall be produced and kept at the time and
place of meeting during the whole time thereof, and may be inspected by any
stockholder who is present. (Del. Code Ann., tit. 8, (S) 219(a))

     Section 13. Action without Meeting.

          (a)    Any action required by statute to be taken at any annual or
special meeting of the stockholders, or any action which may be taken at any
annual or special meeting of the 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, are 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.

          (b)    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 sixty (60) days of
the earliest dated consent delivered to the Corporation in the manner herein
required, written consents signed by a sufficient number of stockholders to take
action are delivered 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.  Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
(Del. Code Ann., tit. 8, (S) 228)

                                       6


          (c)    Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate under any section
of the General corporation Law of Delaware if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such section
shall state, in lieu of any statement required by such section concerning any
vote of stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

     Section 14. Organization.

          (a)    At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent, the most senior Vice President present, or in
the absence of any such officer, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman.  The Secretary, or, in his absence, an Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.

          (b)    The Board of Directors of the corporation shall be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot.  Unless, and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

                                  ARTICLE IV

                                   DIRECTORS

     Section 15. Number and Term of Office. The Board of Directors shall consist
of one or more members, the number thereof to be determined from time to time by
resolution of the Board of Directors. The number of authorized Directors may be
modified from time to time by amendment of this Section 15 in accordance with
the provisions of Section 44 hereof. Except as provided in Section 17, the
Directors shall be elected by the stockholders at their annual meeting in each
year and shall hold office until the next annual meeting and until their
successors shall be duly elected and qualified. Directors need not be
stockholders unless so required by the Certificate of Incorporation. If for any
cause, the Directors shall not have been elected at an

                                       7


annual meeting, they may be elected as soon thereafter as convenient at a
special meeting of the stockholders called for that purpose in the manner
provided in these Bylaws. No reduction of the authorized number of Directors
shall have the effect of removing any Director before the Director's term of
office expires, unless such removal is made pursuant to the provisions of
Section 19 hereof. (Del. Code Ann., tit. 8, (S)(S) 141(h), 211(b), (c))

     Section 16.  Powers.  Please see attachment.

     Section 17.  Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Section 17 in the case of
the death, removal or resignation of any Director, or if the stockholders fail
at any meeting of stockholders at which Directors are to be elected (including
any meeting referred to in Section 19 below) to elect the number of Directors
then constituting the whole Board of Directors. (Del. Code Ann., tit. 8, (S)
223(a), (b))

     Section 18.  Resignation. Any Director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. When one or more
Directors shall resign from the Board of Directors, effective at a future date,
a majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each Director so chosen shall hold office for the unexpired portion of the term
of the Director whose place shall be vacated and until his successor shall have
been duly elected and qualified. (Del. Code Ann., tit. 8, (S)(S) 141(b), 223(d))

     Section 19.  Removal. At a special meeting of stockholders called for the
purpose in the manner hereinabove provided, subject to any limitations imposed
by law or the Certificate of Incorporation, the Board of Directors, or any
individual Director, may be removed from office, with or without cause, and a
new Director or Directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of Directors. (Del.
Code Ann., tit. 8, (S) 141(k))

     Section 20.  Meetings.

          (a)     Annual Meetings. The annual meeting of the Board of Directors
shall be held immediately after the annual meeting of stockholders and at the
place where such meeting is held. No notice of an annual meeting of the Board of
Directors shall be necessary and such meeting shall be held for the purpose of
electing officers and transacting such other business as may lawfully come
before it.

                                       8


          (b)     Regular Meetings.  Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware which has been determined by the Board of Directors. (Del. Code
Ann., tit. 8. (S) 141(g))

          (c)     Special Meetings.  Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the President or a majority of the Directors. (Del. Code Ann., tit. 8,
(S) 141(g))

          (d)     Telephone Meetings.  Any member of the Board of Directors, or
of any committee thereof, may participate in a meeting 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
by such means shall constitute presence in person at such meeting. (Del. Code
Ann., tit. 8, (S) 141(i))

          (e)     Notice of Meetings.  Written notice of the time and place of
all special meetings of the Board of Directors shall be given at least one (1)
day before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
Director by attendance thereat, except when the Director attends the 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. (Del. Code Ann., tit. 8, (S) 229)

          (f)     Waiver of Notice.  The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either before
or after the meeting, each of the Directors not present shall sign a written
waiver of notice, or a consent to holding such meeting, or an approval of the
minutes thereof. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
any written waiver of notice or consent unless so required by the Certificate of
Incorporation or these Bylaws. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
(Del. Code Ann., tit. 8, (S) 229)

     Section 21.  Quorum and Voting.

          (a)     Unless the Certificate of Incorporation requires a greater
number and except with respect to indemnification questions arising under
Section 42 hereof, for which a quorum shall be one-third of the exact number of
Directors fixed from time to time in accordance with Section 15 hereof, but not
less than one (1), a quorum of the Board of Directors shall consist of a
majority of the exact number of Directors fixed from time to time in accordance
with Section 15 of these Bylaws, but not less than one (1);provided, however, at
any meeting whether a quorum be present or otherwise, a majority of the
Directors present may adjourn from time to

                                       9


time until the time fixed for the next regular meeting of the Board of
Directors, without notice other than by announcement at the meeting. (Del. Code
Ann., tit. 8, (S) 141(b))

          (b)     At each meeting of the Board of Directors at which a quorum is
present all questions and business shall be determined by a vote of a majority
of the Directors present, unless a different vote be required by law, the
Certificate of Incorporation or these Bylaws.  (Del. Code Ann., tit. 8, (S)
141(b))
          (c)     See attached amendment.

     Section 22.  Action without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee. (Del. Code Ann., tit. 8, (S) 141(f))

     Section 23.  Fees and Compensation.  Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors.  Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.  (Del. Code
Ann., tit. 8, (S) 141(h))

     Section 24.  Committees.

          (a)     Executive Committee.  The Board of Directors may by resolution
passed by a majority of the whole Board of Directors, appoint an Executive
Committee to consist of one (1) or more members of the Board of Directors.  The
Executive Committee, to the extent permitted by law and specifically granted by
the Board of Directors, shall have and may exercise when the Board of Directors
is not in session all powers of the Board of Directors in the management of the
business and affairs of the corporation, including, without limitation, the
power and authority to declare a dividend or to authorize the issuance of stock,
except such committee shall not have the power or authority to amend the
Certificate of Incorporation, to adopt an agreement of merger or consolidation,
to recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, to recommend to the
stockholders of the corporation a dissolution of the corporation or a revocation
of a dissolution or to amend these Bylaws.  (Del. Code Ann., tit. 8, (S) 141(c))

          (b)     Other Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, from time to time appoint
such other committees as may be permitted by law.  Such other committees
appointed by the Board of Directors shall consist of one (1) or more members of
the Board of Directors, and shall have such powers and perform such duties as
may be prescribed by the resolution or resolutions creating such

                                      10


committees, but in no event shall such committee have the powers denied to the
Executive Committee in these Bylaws. (Del. Code Ann., tit. 8, (S) 141(c))

          (c)     Term.  The members of all committees of the Board of Directors
shall serve a term coexistent with that of the Board of Directors which shall
have appointed such committee. The Board of Directors, subject to the provisions
of subsections (a) or (b) of this Section 24, may at any time increase or
decrease the number of members of a committee or terminate the existence of a
committee. The membership of a committee member shall terminate on the date of
his death or voluntary resignation from the committee or from the Board of
Directors. The Board of Directors may at any time for any reason remove any
individual committee member and the Board of Directors may fill any committee
vacancy created by death, resignation, removal or increase in the number of
members of the committee. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, and, in addition, in the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. (Del. Code Ann., tit. 8, (S) 141(c))

          (d)     Meetings.  Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 24 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter. Special meetings of
any such committee may be held at any place which has been determined from time
to time by such committee, and may be called by any Director who is a member of
such committee, upon written notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any Director by attendance thereat, except when the Director
attends such special 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. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee. (Del. Code Ann., tit. 8,
(S)(S) 141(c), 229)

     Section 25.  Organization.  At every meeting of the Directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                      11


                                   ARTICLE V

                                   OFFICERS

     Section 26.  Officers Designated. The officers of the corporation shall be
the Chairman of the Board of Directors, the President, one or more Vice
Presidents, the Secretary and the Chief Financial Officer or Treasurer, all of
whom shall be elected at the annual organizational meeting of the Board of
Directors. The order of the seniority of the Vice Presidents shall be in the
order of their nomination, unless otherwise determined by the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers, and such other officers and agents with such
powers and duties as it shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the corporation shall be fixed by or in
the manner designated by the Board of Directors. (Del. Code Ann., tit. 8, (S)(S)
122(5), 142(a), (b))

     Section 27.  Tenure and Duties of Officers.

          (a)     General.  All officers shall hold office at the pleasure of
the Board of Directors and until their successors shall have been duly elected
and qualified, unless sooner removed. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors. (Del. Code Ann., tit. 8, (S) 141(b), (e))

          (b)     Duties of Chairman of the Board of Directors. The Chairman of
the Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 27. (Del. Code Ann., tit. 8, (S) 142(a))

          (c)     Duties of President. The President shall preside at all
meetings of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors has been appointed and is present.
The President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. The
President shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time. (Del. Code Ann., tit. 8, (S)
142(a))

          (d)     Duties of Vice Presidents.  The Vice Presidents, in the order
of their seniority, may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of President is
vacant. The Vice Presidents shall perform other

                                      12


duties commonly incident to their office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time. (Del. Code Ann., tit. 8, (S) 142(a))

          (e)     Duties of Secretary.  The Secretary shall attend all meetings
of the stockholders and of the Board of Directors, and shall record all acts and
proceedings thereof in the minute book of the corporation.  The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders,
and of all meetings of the Board of Directors and any committee thereof
requiring notice.  The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time.  The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.  (Del. Code Ann., tit. 8, (S) 142(a))

          (f)     Duties of Chief Financial Officer or Treasurer.  The Chief
Financial Officer or Treasurer shall keep or cause to be kept the books of
account of the corporation in a thorough and proper manner, and shall render
statements of the financial affairs of the corporation in such form and as often
as required by the Board of Directors or the President. The Chief Financial
Officer or Treasurer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the corporation. The Chief Financial
Officer or Treasurer shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time. The President
may direct any Assistant Treasurer to assume and perform the duties of the Chief
Financial Officer or Treasurer in the absence or disability of the Chief
Financial Officer or Treasurer, and each Assistant Treasurer shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time. (Del. Code Ann., tit. 8, (S) 142(a))

     Section 28.  Delegation of Authority.  The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision hereof.

     Section 29.  Resignations.  Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer. (Del. Code Ann., tit. 8, (S) 142(b))

     Section 30.  Removal.  Any officer may be removed from office at any
time, either with or without cause, by the vote or written consent of a majority
of the Directors in office at the

                                      13


time, or by any committee or superior officers upon whom such power of removal
may have been conferred by the Board of Directors.

                                  ARTICLE VI

                    EXECUTION OF CORPORATE INSTRUMENTS AND
                 VOTING OF SECURITIES OWNED BY THE CORPORATION

     Section 31.  Execution of Corporate Instruments.  The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.  (Del. Code
Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Chief Financial Officer or Treasurer or any Assistant Secretary or
Assistant Treasurer.  All other instruments and documents requiring the
corporate signature, but not requiring the corporate seal, may be executed as
aforesaid or in such other manner as may be directed by the Board of Directors.
(Del. Code Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

     Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.  (Del. Code
Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     Section 32.  Voting of Securities Owned by the Corporation.  All stock
and other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the President, or any Vice President.
(Del. Code Ann., tit. 8, (S) 123)

                                      14


                                  ARTICLE VII

                                SHARES OF STOCK

     Section 33.  Form and Execution of Certificates.  Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law.  Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares owned by him
in the corporation.  Where such certificate is countersigned by a transfer agent
other than the corporation or its employee, or by a registrar other than the
corporation or its employee, any other signature on the certificate may be a
facsimile.  In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.  Each certificate shall state
upon the face or back thereof, in full or in summary, all of the designations,
preferences, limitations, restrictions on transfer and relative rights of the
shares authorized to be issued.  (Del. Code Ann., tit. 8, (S) 158)

     Section 34.  Lost Certificates.  A new certificate or certificates shall
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed.  The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.
(Del. Code Ann., tit. 8, (S) 167)

     Section 35.  Transfers.

          (a)     Transfers of record of shares of stock of the corporation
shall be made only upon its books by the holders thereof, in person or by
attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares. (Del. Code Ann., tit.
8, (S) 201; tit. 6, (S) 8-401(1))

          (b)     The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.  (Del. Code Ann., tit. 8,
(S) 160 (a))

                                      15


     Section 36.  Fixing Record Dates.

          (a)     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of Directors, 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. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

          (b)     In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the Board of Directors.  If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered 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.  Delivery made to a Corporations registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

          (c)     In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution of allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.  (Del. Code Ann., tit. 8, (S) 213)

     Section 37.  Registered Stockholders.  The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends,

                                      16


and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware. (Del. Code Ann., tit. 8, (S)(S)
213(a), 219)


                                 ARTICLE VIII

                      OTHER SECURITIES OF THE CORPORATION

     Section 38.  Execution of Other Securities.  All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 33), may be signed by the Chairman of the Board of
Directors, the President or such other person as may be authorized by the Board
of Directors, and the corporate seal impressed thereon or a facsimile of such
seal imprinted thereon and attested by the signature of the Secretary or an
Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant
Treasurer, provided, however, that where any such bond, debenture or other
corporate security shall be authenticated by the manual signature of a trustee
under an indenture pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons signing and attesting
the corporate seal on such bond, debenture or other corporate security may be
the imprinted facsimile of the signatures of such persons.  Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature of
such person.  In case any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the corporation.

                                  ARTICLE IX

                                   DIVIDENDS

     Section 39.  Declaration of Dividends.  Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors pursuant to law
at any regular or special meeting.  Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation.  (Del. Code Ann., tit. 8, (S)(S) 170, 173)

     Section 40.  Dividend Reserve.  Before payment of any dividend, there
may be set aside out of any funds of the corporation available for dividends
such sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to

                                      17


the interests of the corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created. (Del. Code Ann.,
tit. 8, (S) 171)

                                   ARTICLE X

                                  FISCAL YEAR

     Section 41.  Fiscal Year.  The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

                                  ARTICLE XI

                                INDEMNIFICATION

     Section 42.  Indemnification of Directors, Officers, Employees and Other
Agents.

          (a)     Directors and Executive Officers.  The corporation shall
indemnify its Directors and executive officers to the fullest extent not
prohibited by the Delaware General Corporation Law; provided, however, that the
corporation may limit the extent of such indemnification by individual contracts
with its Directors and executive officers; and, provided, further, that the
corporation shall not be required to indemnify any Director or executive officer
in connection with any proceedings (or part thereof) initiated by such person or
any proceeding by such person against the corporation or its Directors,
officers, employees or other agents unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation or (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law.

          (b)     Other Officers, Employees and Other Agents.  The corporation
shall have power to indemnify its other officers, employees and other agents as
set forth in the Delaware General Corporation Law.

          (c)     Good Faith.

                  (1)    For purposes of any determination under this Bylaw, a
Director or executive officer shall be deemed to have acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe that his conduct was unlawful, if his action
is based on information, opinions, reports and statements, including financial
statements and other financial data, in each case prepared or presented by:

                         (i)   one or more officers or employees of the
corporation whom the Director or executive officer believed to be reliable and
competent in the matters presented;

                         (ii)  counsel, independent accountants or other persons
as to matters which the Director or executive officer believed to be within such
person's professional competence; and

                                      18


                         (iii) with respect to a Director, a committee of the
Board upon which such Director does not serve, as to matters within such
Committee's designated authority, which committee the Director believes to merit
confidence; so long as, in each case, the Director or executive officer acts
without knowledge that would cause such reliance to be unwarranted.

                  (2)    The termination of any 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 which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, that
he had reasonable cause to believe that his conduct was unlawful.

                  (3)    The provisions of this paragraph (c) 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 by
the Delaware General Corporation Law.

          (d)     Expenses.  The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses
incurred by any Director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

          Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (c) of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to the
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.

          (e)     Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to Directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a Director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General Corporation Law for
the corporation to indemnify the claimant for the amount claimed. Neither the
failure of the corporation (including its Board of Directors, independent legal
counsel or its stockholders) to have made a determination prior to the

                                      19


commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.

          (f)     Non-Exclusivity of Rights.  The rights conferred on any person
by this Bylaw shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office.  The corporation is
specifically authorized to enter into individual contracts with any or all of
its Directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General
Corporation Law.

          (g)     Survival of Rights.  The rights conferred on any person by
this Bylaw shall continue as to a person who has ceased to be a Director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          (h)     Insurance.  To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw.

          (i)     Amendments.  Any repeal or modification of this Bylaw shall
only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged occurrence of any action or omission to act that is
the cause of any proceeding against any agent of the corporation.

          (j)     Saving Clause.  If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law.

          (k)     Certain Definitions.  For the purposes of this Bylaw, the
following definitions shall apply:

                  (1)    The term "proceeding" shall be broadly construed and
shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                  (2)    The term "expenses" shall be broadly construed and
shall include, without limitation, court costs, attorneys' fees, witness fees,
fines, amounts paid in settlement or

                                      20


judgment and any other costs and expenses of any nature or kind incurred in
connection with any proceeding.

                  (3)    The term the "corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                  (4)    References to a "director," "officer," "employee," or
"agent" of the corporation shall include, without limitation, situations where
such person is serving at the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

                  (5)    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; and 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 acted in good faith and in a manner he 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 Bylaw.

                                  ARTICLE XII

                                    NOTICES

     Section 43.  Notices.

          (a)     Notice to Stockholders.  Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.  (Del. Code Ann., tit. 8,
(S) 222)

          (b)     Notice to Directors.  Any notice required to be given to any
Director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such Director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such Director.

                                      21


          (c)     Address Unknown.  If no address of a stockholder or Director
be known, notice may be sent to the office of the corporation required to be
maintained pursuant to Section 2 hereof.

          (d)     Affidavit of Mailing.  An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
Director or Directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the
statements therein contained.  (Del. Code Ann., tit. 8, (S) 222)

          (e)     Time Notices Deemed Given.  All notices given by mail, as
above provided, shall be deemed to have been given as at the time of mailing and
all notices given by facsimile, telex or telegram shall be deemed to have been
given as of the sending time recorded at time of transmission.

          (f)     Methods of Notice.  It shall not be necessary that the same
method of giving notice be employed in respect of all Directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

          (g)     Failure to Receive Notice.  The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any Director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such Director to receive such
notice.

          (h)     Notice to Person with Whom Communication Is Unlawful. Whenever
notice is required to be given, under any provision of law or of the Certificate
of Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of the
Delaware General Corporation Law, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

          (i)     Notice to Person with Undeliverable Address. Whenever notice
is required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice at two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve

                                      22


month period, have been mailed addressed to such person at his address as shown
on the records of the Corporation and have been returned undeliverable, the
giving of such notice to such person shall not be required. Any action or
meeting which shall be taken or held without notice to such person shall have
the same force and effect as if such notice had been duly given. If any such
person shall deliver to the corporation a written notice setting forth his then
current address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the corporation is such as to
require the filing of a certificate under any provision of the Delaware General
Corporation Law, the certificate need not state that notice was not given to
persons to whom notice was not required to be given pursuant to this paragraph.
(Del. Code Ann., tit. 8, (S) 230)

                                 ARTICLE XIII

                                  AMENDMENTS

     Section 44.  Amendments.  Except as otherwise set forth in paragraph (i) of
Section 42 of these Bylaws, these Bylaws may be amended or repealed and new
Bylaws adopted by the stockholders entitled to vote. The Board of Directors
shall also have the power, if such power is conferred upon the Board of
Directors by the Certificate of Incorporation, to adopt, amend or repeal Bylaws
(including, without limitation, the amendment of any Bylaw setting forth the
number of Directors who shall constitute the whole Board of Directors). (Del.
Code Ann., tit. 8, (S)(S) 109(a), 122(6))

                                  ARTICLE XIV

                       RIGHT OF FIRST REFUSAL - Deleted

     Section 45.  Right of First Refusal.  No stockholder shall sell, assign,
pledge, or in any manner transfer any of the shares of stock of the corporation
or any right or interest therein, whether voluntarily or by operation of law, or
by gift or otherwise, except by a transfer which meets the requirements
hereinafter set forth in this Bylaw:

          (a)     If the stockholder receives from anyone a bona fide offer
acceptable to the stockholder to purchase any of his shares of stock, then the
stockholder shall first give written notice thereof to the corporation.  The
notice shall name the proposed transferee and state the number of shares to be
transferred, the price per share and all other terms and conditions of the
offer.

          (b)     For fifteen (15) days following receipt of such notice, the
corporation shall have the option to purchase all or any lesser part of the
shares specified at the notice at the price and upon the terms set forth in such
bona fide offer.  In the event the corporation elects to purchase all the
shares, it shall give written notice to the selling stockholder of its election
and settlement for said shares shall be made as provided below in paragraph (d).

          (c)     In the event the corporation does not elect to acquire all of
the shares specified in the selling stockholder's notice, the Secretary of the
corporation shall, within fifteen

                                      23


(15) days of receipt of said selling stockholder's notice, give written notice
thereof to the stockholders of the corporation other than the selling
stockholder. Said written notice shall state the number of shares that the
corporation has elected to purchase and the number of shares remaining available
for purchase (which shall be the same as the number contained in said selling
stockholder's notice, less any such shares that the corporation has elected to
purchase). Each of the other stockholders shall have the option to purchase that
proportion of the shares available for purchase as the number of shares owned by
each of said other stockholders bears to the total issued and outstanding shares
of the corporation, excepting those shares owned by the selling stockholder. A
stockholder electing to exercise such option shall, within ten (10) days after
mailing of the corporation's notice, give notice to the corporation specifying
the number of shares such stockholder will purchase. Within such ten-day period,
each of said other stockholders shall give written notice stating how many
additional shares such stockholder will purchase if additional shares are made
available. Failure to respond in writing within said ten-day period to the
notice given by the Secretary of the corporation shall be deemed a rejection of
such stockholder's right to acquire a proportionate part of the shares of the
selling stockholder. In the event one or more stockholders do not elect to
acquire the shares available to them, said shares shall be allocated on a pro
rata basis to the stockholders who requested shares in addition to their pro
rata allotment.

          (d)     In the event the corporation and/or stockholders, other than
the selling stockholder, elect to acquire any of the shares of the selling
stockholder as specified in said selling stockholder's notice, the Secretary of
the corporation shall so notify the selling stockholder and settlement thereof
shall be made in cash within thirty (30) days after the Secretary of the
corporation receives said selling stockholder's notice; provided that if the
terms of payment set forth in said selling stockholder's notice were other than
cash against delivery, the corporation and/or its other stockholders shall pay
for said shares on the same terms and conditions set forth in said selling
stockholder's notice.

          (e)     In the event the corporation and/or its other stockholders do
not elect to acquire all of the shares specified in the selling stockholder's
notice, said selling stockholder may, within the sixty-day period following the
expiration of the option rights granted to the corporation and other
stockholders herein, sell elsewhere the shares specified in said selling
stockholder's notice which were not acquired by the corporation and/or its other
stockholders, in accordance with the provisions of paragraph (d) of this bylaw,
provided that said sale shall not be on terms and conditions more favorable to
the purchaser than those contained in the bona fide offer set forth in said
selling stockholder's notice. All shares so sold by said selling stockholder
shall continue to be subject to the provisions or this Bylaw in the same manner
as before said transfer.

          (f)     Anything to the contrary contained herein notwithstanding, the
following transactions shall be exempt from the provisions of this Bylaw:

                  (1)    A stockholder's transfer of any or all shares held
either during such stockholder's lifetime or on death by will or intestacy to
such stockholder's immediate family. "Immediate family" as used herein shall
mean spouse, lineal descendant, father, mother, brother,

                                      24


or sister of the stockholder making such transfer and shall include any trust
established primarily for the benefit of the stockholder or his immediate
family.

               (2)  A stockholder's bona fide pledge or mortgage of any shares
with a commercial lending institution, provided that any subsequent transfer of
said shares by said institution shall be conducted in the manner set forth in
this Section 45.

               (3)  A stockholder's transfer of any or all of such stockholder's
shares to the corporation or to any other stockholder of the corporation.

               (4)  A stockholder's transfer of any or all of such stockholder's
shares to a person who, at the time of such transfer, is an officer or director
of the corporation.

               (5)  A corporate stockholder's transfer of any or all of its
shares pursuant to and in accordance with the terms of any merger,
consolidation, reclassification of shares or capital reorganization of the
corporate stockholder, or pursuant to a sale of all or substantially all of the
stock or assets of a corporate stockholder.

               (6)  A corporate stockholder's transfer of any or all of its
shares to any or all of its stockholders.

               (7)  A transfer by a stockholder which is a limited or general
partnership to any or all of its partners.

     In any such case, the transferee, assignee, or other recipient shall
receive and hold such stock subject to the provisions of this Bylaw, and there
shall be no further transfer of such stock except in accordance with this Bylaw.

          (g)  The provisions of this Section 45 may be waived with respect to
any transfer either by the corporation, upon duly authorized action of its Board
of Directors, or by the stockholders, upon the express written consent of the
owners of a majority of the voting power of the corporation (excluding the votes
represented by those shares to be sold by the selling stockholder).  This
Section 45 may be amended or repealed either by a duly authorized action of the
Board of Directors or by the stockholders, upon the express vote or written
consent of the owners of a majority of the voting power of the corporation.

          (h)  Any sale or transfer, or purported sale or transfer, of
securities of the corporation shall be null and void unless the terms,
conditions, and provisions of this Bylaw are strictly observed and followed.

          (i)  The foregoing right of first refusal shall terminate on either of
the following dates, whichever shall first occur:

               (1)  On May 31, 2005; or

                                      25


               (2)  Upon the date securities of the corporation are first
offered to the public pursuant to a registration statement filed with, and
declared effective by, the United States Securities and Exchange Commission
under the Securities Act of 1933, as amended.

          (j)  The certificates representing shares of stock of the corporation
shall bear on their face the following legend so long as the foregoing right of
first refusal remains in effect:

          "The shares represented by this certificate are subject to a right of
     first refusal option in favor of the corporation and its other
     stockholders, as provided in the bylaws of the corporation."

(Del. Code Ann., tit. 8, (S) 160(a))

                                  ARTICLE XV

                               LOANS TO OFFICERS

     Section 46.  Loans to Officers.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation.  The loan, guarantee or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation.  Nothing in this Section 46 shall be
deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.  (Del. Code Ann., tit. 8, (S)
143)

                                  ARTICLE XVI

                                 MISCELLANEOUS

     Section 47.  Annual Report.

          (a)     Subject to the provisions of Section 47(b) below, the Board of
Directors shall cause an annual report to be sent to each stockholder of the
corporation not later than one hundred twenty (120) days after the close of the
corporation's fiscal year.  Such report shall include a balance sheet as of the
end of such fiscal year and an income statement and statement of changes in
financial position for such fiscal year, accompanied by any report thereon of
independent accounts or, if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation.  When there are more than
100 stockholders of record of the corporation's shares, as determined by Section
605 of the California Corporations Code, additional information as required by
Section 1501(b) of the California Corporations Code shall also be contained in
such report, provided that if the corporation has a class of securities
registered under Section 12 of the United States Securities Exchange Act of
1934, that Act shall take precedence.  Such report shall

                                      26


be sent to stockholders at least fifteen (15) days prior to the next annual
meeting of stockholders after the end of the fiscal year to which it relates.

          (b)   If and so long as there are fewer than 100 holders of record of
the corporation's shares, the requirement of sending of an annual report to the
stockholders of the corporation is hereby expressly waived.

                                      27

EX-3.47

                                                                    EXHIBIT 3.47

                         CERTIFICATE OF INCORPORATION

                                      OF

                          LANDBANK REMEDIATION CORP.

                     _____________________________________

     FIRST. The name of this corporation shall be:

                          LANDBANK REMEDIATION CORP.

     SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is CORPORATE AGENTS, INC.

     THIRD. The purpose or purposes of the corporation shall be:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:

One Thousand Five Hundred (1,500) shares with no par value.

     FIFTH. The name and mailing address of the incorporator is as follows:

                  Sylvia M. Greer
                  Corporate Agents, Inc.
                  1013 Centre Road
                  Wilmington, DE  19805

     SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

     IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this nineteenth day of October, A.D. 1994.


                                         /s/ Sylvia M. Greer
                                     ----------------------------------
                                     Sylvia M. Greer
                                     Incorporator

EX-3.48

                                                                    Exhibit 3.48


                                     BYLAWS

                                       OF

                           LANDBANK REMEDIATION CORP.
                            (A DELAWARE CORPORATION)




                                                          TABLE OF CONTENTS                                          PAGE
                                                          -----------------                                          ----
                                                                                                                  
ARTICLE I
OFFICES..............................................................................................................  1
         Section 1.        Registered Office.........................................................................  1
         Section 2.        Other Offices.............................................................................  1

ARTICLE II

CORPORATE SEAL.......................................................................................................  1
         Section 3.        Corporate Seal............................................................................  1

ARTICLE III

STOCKHOLDERS' MEETINGS...............................................................................................  1
         Section 4.        Place of Meetings.........................................................................  1
         Section 5.        Annual Meeting............................................................................  1
         Section 6.        Special Meetings..........................................................................  3
         Section 7.        Notice of Meetings........................................................................  4
         Section 8.        Quorum....................................................................................  4
         Section 9.        Adjournment and Notice of Adjourned Meetings..............................................  4
         Section 10.       Voting Rights.............................................................................  5
         Section 11.       Beneficial Owners of Stock................................................................  5
         Section 12.       List of Stockholders......................................................................  6
         Section 13.       Action without Meeting....................................................................  6
         Section 14.       Organization..............................................................................  7

ARTICLE IV

DIRECTORS............................................................................................................  7
         Section 15.       Number and Term of Office.................................................................  7
         Section 16.       Powers....................................................................................  8
         Section 17.       Vacancies.................................................................................  8
         Section 18.       Resignation...............................................................................  8
         Section 19.       Removal...................................................................................  8
         Section 20.       Meetings..................................................................................  9
                   (a)     Annual Meetings...........................................................................  9
                   (b)     Regular Meetings..........................................................................  9
                   (c)     Special Meetings..........................................................................  9
                   (d)     Telephone Meetings........................................................................  9
                   (e)     Notice of Meetings........................................................................  9
                   (f)     Waiver of Notice..........................................................................  9
         Section 21.       Quorum and Voting......................................................................... 10


                                      i




                                                          TABLE OF CONTENTS                                       PAGE
                                                          -----------------                                       ----
                                                                                                               
         Section 22.       Action without Meeting................................................................. 10
         Section 23.       Fees and Compensation.................................................................. 10
         Section 24.       Committees............................................................................. 10
                   (a)     Executive Committee.................................................................... 10
                   (b)     Other Committees....................................................................... 11
                   (c)     Term................................................................................... 11
                   (d)     Meetings............................................................................... 11
         Section 25.       Organization........................................................................... 12

ARTICLE V

OFFICERS.......................................................................................................... 12
         Section 26.       Officers Designated.................................................................... 12
         Section 27.       Tenure and Duties of Officers.......................................................... 12
                   (a)     General................................................................................ 12
                   (b)     Duties of Chairman of the Board of Directors........................................... 12
                   (c)     Duties of President.................................................................... 12
                   (d)     Duties of Vice President............................................................... 13
                   (e)     Duties of Secretary.................................................................... 13
                   (f)     Duties of Chief Financial Officer or Treasurer......................................... 13
         Section 28.       Delegation of Authority................................................................ 13
         Section 29.       Resignations........................................................................... 13
         Section 30.       Removal................................................................................ 14

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION.............................. 14
         Section 31.       Execution of Corporate Instruments..................................................... 14
         Section 32.       Voting of Securities Owned by the Corporation.......................................... 14

ARTICLE VII

SHARES OF STOCK................................................................................................... 15
         Section 33.       Form and Execution of Certificates..................................................... 15
         Section 34.       Lost Certificates...................................................................... 15
         Section 35.       Transfers.............................................................................. 15
         Section 36.       Fixing Record Dates.................................................................... 16
         Section 37.       Registered Stockholders................................................................ 16

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION............................................................................... 17
         Section 38.       Execution of Other Securities.......................................................... 17

                                      ii




                                                          TABLE OF CONTENTS                                                PAGE
                                                          -----------------                                                ----
                                                                                                                        
ARTICLE IX

DIVIDENDS.................................................................................................................. 17
         Section 39.       Declaration of Dividends........................................................................ 17
         Section 40.       Dividend Reserve................................................................................ 17

ARTICLE X

FISCAL YEAR................................................................................................................ 18
         Section 41.       Fiscal Year..................................................................................... 18

ARTICLE XI

INDEMNIFICATION............................................................................................................ 18
         Section 42.       Indemnification of Directors, Officers, Employees and Other Agents.............................. 18
                   (a)     Directors and Executive Officers................................................................ 18
                   (b)     Other Officers, Employees and Other Agents...................................................... 18
                   (c)     Good Faith...................................................................................... 18
                   (d)     Expenses........................................................................................ 19
                   (e)     Enforcement..................................................................................... 19
                   (f)     Non-Exclusivity of Rights....................................................................... 20
                   (g)     Survival of Rights.............................................................................. 20
                   (h)     Insurance....................................................................................... 20
                   (i)     Amendments...................................................................................... 20
                   (j)     Saving Clause................................................................................... 20
                   (k)     Certain Definitions............................................................................. 20

ARTICLE XII

NOTICES.................................................................................................................... 21
         Section 43.       Notices......................................................................................... 21
                   (a)     Notice to Stockholders.......................................................................... 21
                   (b)     Notice to Directors............................................................................. 21
                   (c)     Address Unknown................................................................................. 22
                   (d)     Affidavit of Mailing............................................................................ 22
                   (e)     Time Notices Deemed Given....................................................................... 22
                   (f)     Methods of Notice............................................................................... 22
                   (g)     Failure to Receive Notice....................................................................... 22
                   (h)     Notice to Person with Whom Communication is Unlawful............................................ 22
                   (i)     Notice to Person with Undeliverable Address..................................................... 22


                                      iii




                                                          TABLE OF CONTENTS                                      PAGE
                                                          -----------------                                      ----
                                                                                                              
ARTICLE XIII

AMENDMENTS.......................................................................................................  23
         Section 44.       Amendments............................................................................  23

ARTICLE XIV

RIGHT OF FIRST REFUSAL...........................................................................................  23
         Section 45.       Right of First Refusal................................................................  23

ARTICLE XV

LOANS TO OFFICERS................................................................................................  26
         Section 46.       Loans to Officers.....................................................................  26

ARTICLE XVI

MISCELLANEOUS....................................................................................................  26
         Section 47.       Annual Report.........................................................................  26


                                      iv


                                    BYLAWS


                                      OF


                          LANDBANK REMEDIATION CORP.
                           (A DELAWARE CORPORATION)



                                   ARTICLE I

                                    OFFICES

     Section 1.     Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of Wilmington, County
of New Castle.  (Del. Code Ann., tit. 8, (S) 131)

     Section 2.     Other Offices.  The corporation shall also have and
maintain an office or principal place of business in San Francisco, California,
at such place as may be fixed by the Board of Directors, and may also have
offices at such other places, both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
corporation may require.  (Del. Code Ann., tit. 8, (S) 122(8))


                                  ARTICLE II

                                CORPORATE SEAL

     Section 3.     Corporate Seal.  The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate Seal-
Delaware."  Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.  (Del. Code Ann., tit. 8, (S)
122(3))

                                  ARTICLE III

                            STOCKHOLDERS' MEETINGS

     Section 4.     Place of Meetings.  Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.  (Del. Code Ann., tit. 8, (S) 211(a))

     Section 5.     Annual Meeting.

            (a)     The annual meeting of the stockholders of the corporation,
commencing with the year 1996, for the purpose of election of Directors and for
such other business as may

                                       1


lawfully come before it, shall be held on such date and at such time as may be
designated from time to time by the Board of Directors. (Del. Code Ann,, tit. 8,
(S) 211(b))

          (b)   At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than one hundred twenty
(120) calendar days in advance of the date of the corporation's proxy statement
released to stockholders in connection with the previous year's annual meeting
of stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received a reasonable time before the solicitation is made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, in his capacity as a proponent to a
stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities and Exchange Act of
1934, as amended. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (b). The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this paragraph (b), and, if he should so determine, he shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted. (Del. Code Ann., tit. 8, (S) 211(b))

          (c)   Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote in the
election of Directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the

                                       2


corporation in accordance with the provisions of paragraph (b) of this Section
5. Timely notice shall also be given of any stockholder's intention to cumulate
votes in the election of directors at a meeting. Such stockholder's notice shall
set forth (i) as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a Director: (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the corporation
which are beneficially owned by such person, (D) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the stockholder, and (E) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being named in
the proxy statement, if any, as a nominee and to serving as a Director if
elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (b) of this Section 5 and whether
such stockholder intends to request cumulative voting in the election of
Directors at the meeting. At the request of the Board of Directors, any person
nominated by a stockholder for election as a Director shall furnish to the
Secretary of the corporation that information required to be set forth in the
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the corporation unless nominated
in accordance with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance with the procedures prescribed by
these Bylaws, and if he should so determine, he shall so declare at the meeting
and the defective nomination shall be disregarded. (Del. Code Ann., tit. 8,
(S)(S) 212, 214)

     Section 6.  Special Meetings.

            (a)  Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) the
President, (iii) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption) or (iv) by the holders of
shares entitled to cast not less than ten percent (10%) of the votes at the
meeting, and shall be held at such place, on such date, and at such time as they
or he shall fix; provided, however, that following registration of any of the
classes of equity securities of the corporation pursuant to the provisions of
the Securities Exchange Act of 1934, as amended, special meetings of the
stockholders may only be called by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized Directors.

            (b)  If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
President, any Vice President, or the Secretary of the corporation. No business
may be transacted at such special meeting otherwise than specified in such
notice. The officer receiving

                                       3


the request shall cause notice to be promptly given to the stockholders entitled
to vote, in accordance with the provisions of Section 7 of these Bylaws, that a
meeting will be held not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after the receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph (b) shall be
construed as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be held.

     Section 7.     Notice of Meetings. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, 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 because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given. (Del. Code Ann., tit. 8, (S)(S) 222, 229)

     Section 8.     Quorum.  At all meetings of stockholders, except where
otherwise provided by statute or by the Certificate of Incorporation, or by
these Bylaws, the presence, in person or by proxy duly authorized, of the
holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. Any shares, the voting of
which at said meeting has been enjoined, or which for any reason cannot be
lawfully voted at such meeting, shall not be counted to determine a quorum at
such meeting. In the absence of a quorum any meeting of stockholders may be
adjourned, from time to time, either by the chairman of the meeting or by vote
of the holders of a majority of the shares represented thereat, but no other
business shall be transacted at such meeting. The stockholders present at a duly
called or convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws, all action taken by the
holders of a majority of the voting power represented at any meeting at which a
quorum is present shall be valid and binding upon the corporation; provided,
however, that Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of Directors. Where a separate vote by a class or classes
is required, a majority of the outstanding shares of such class or classes,
present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote on that matter and the affirmative vote of
the majority (plurality, in the case of the election of Directors) of shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class. (Del. Code Ann., tit. 8, (S) 216)

     Section 9.     Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the

                                       4


chairman of the meeting or by the vote of a majority of the shares represented
thereat. 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. At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting. 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. (Del. Code Ann., tit. 8, (S) 222(c))


     Section 10.    Voting Rights.

             (a)    For the purpose of determining those stockholders entitled
to vote at any meeting of the stockholders, except as otherwise provided by law,
only persons in whose names shares stand on the stock records of the corporation
on the record date, as provided in Section 12 of these Bylaws, shall be entitled
to vote at any meeting of stockholders. Except as may be otherwise provided in
the Certificate of Incorporation or these Bylaws, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder.
Every person entitled to vote or execute consents shall have the right to do so
either in person or by an agent or agents authorized by a written proxy executed
by such person or his duly authorized agent, which proxy shall be filed with the
Secretary at or before the meeting at which it is to be used. An agent so
appointed need not be a stockholder. No proxy shall be voted after three (3)
years from its date of creation unless the proxy provides for a longer period.
All elections of Directors shall be by written ballot, unless otherwise provided
in the Certificate of Incorporation. (Del. Code Ann., tit. 8, (S)(S) 211(e),
212(b))

             (b)    Every stockholder entitled to vote in any election of
Directors of this corporation may cumulate such stockholder's votes and give one
candidate a number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which the stockholder's shares are
otherwise entitled, or distribute the stockholder's votes on the same principle
among as many candidates as such stockholder thinks fit. No stockholder,
however, may cumulate such stockholder's votes for one or more candidates unless
(i) the names of such candidates have been properly placed in nomination, in
accordance with these Bylaws, prior to the voting, (ii) the stockholder has
given advance notice to the corporation of the intention to cumulate votes
pursuant to paragraph (c) of Section 5 of these Bylaws, and (iii) the
stockholder has given proper notice to the other stockholders at the meeting,
prior to voting, of such stockholder's intention to cumulate such stockholder's
votes. If any stockholder has given proper notice, all stockholders may cumulate
their votes for any candidates who have been properly placed in nomination. The
candidates receiving the highest number of votes of the shares entitled to be
voted for them up to the number of Directors to be elected by such shares shall
be declared elected.

     SECTION 11.    Beneficial Owners of Stock.

             (a)    If shares or other securities having voting power stand of
record in the names of two (2) or more persons, whether fiduciaries, members of
a partnership, joint tenants,

                                       5


tenants in common, tenants by the entirety, or otherwise, or if two (2) or more
persons have the same fiduciary relationship respecting the same shares, unless
the Secretary is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect: (a) if only one (1) votes, his act binds all; (b) if more than
one (1) votes, the act of the majority so voting binds all; (c) if more than one
(1) votes, but the vote is evenly split on any particular matter, each faction
may vote the securities in question proportionally, or may apply to the Delaware
Court of Chancery for relief as provided in the General Corporation Law of
Delaware, Section 217(b). If the instrument filed with the Secretary shows that
any such tenancy is held in unequal interests, a majority or even-split for the
purpose of this subsection (c) shall be a majority or even-split in interest.
(Del. Code Ann., tit. 8, (S) 217(b))

             (b)    Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. Persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
corporation he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent such stock and vote thereon.
(Del. Code Ann., tit. 8, (S) 217(a))

     Section 12.    List of Stockholders. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in alphabetical
order, showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present. (Del. Code
Ann., tit. 8, (S) 219(a))

     Section 13.    Action without Meeting.

             (a)    Any action required by statute to be taken at any annual or
special meeting of the stockholders, or any action which may be taken at any
annual or special meeting of the 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, are 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.

             (b)    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 sixty
(60) days of the earliest dated consent delivered to the Corporation in the
manner herein required, written consents signed by a sufficient number of
stockholders to take action are delivered 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

                                       6


having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. (Del. Code Ann., tit.
8, (S) 228)

             (c)    Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate under any section
of the General Corporation Law of Delaware if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such section
shall state, in lieu of any statement required by such section concerning any
vote of stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

     Section 14.    Organization.

             (a)    At every meeting of stockholders, the Chairman of the Board
of Directors, or, if a Chairman has not been appointed or is absent, the
President, or, if the President is absent, the most senior Vice President
present, or in the absence of any such officer, a chairman of the meeting chosen
by a majority in interest of the stockholders entitled to vote, present in
person or by proxy, shall act as chairman. The Secretary, or, in his absence, an
Assistant Secretary directed to do so by the President, shall act as secretary
of the meeting.

             (b)    The Board of Directors of the corporation shall be entitled
to make such rules or regulations for the conduct of meetings of stockholders as
it shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement hereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless, and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

                                  ARTICLE IV

                                   DIRECTORS

     Section 15.    Number and Term of Office. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. The number of authorized Directors
may be modified from time to time by amendment of this Section 15 in accordance
with the provisions of Section 44 hereof. Except as

                                       7


provided in Section 17, the Directors shall be elected by the stockholders at
their annual meeting in each year and shall hold office until the next annual
meeting and until their successors shall be duly elected and qualified.
Directors need not be stockholders unless so required by the Certificate of
Incorporation. If for any cause, the Directors shall not have been elected at an
annual meeting, they may be elected as soon thereafter as convenient at a
special meeting of the stockholders called for that purpose in the manner
provided in these Bylaws. No reduction of the authorized number of Directors
shall have the effect of removing any Director before the Director's term of
office expires, unless such removal is made pursuant to the provisions of
Section 19 hereof. (Del. Code Ann., tit. 8, (S)(S) 141(b), 211(b), (c))

     Section 16.    Powers. The powers of the corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Certificate of
Incorporation. (Del. Code Ann., tit. 8, (S) 141(a))

     Section 17.    Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Section 17 in the case of
the death, removal or resignation of any Director, or if the stockholders fail
at any meeting of stockholders at which Directors are to be elected (including
any meeting referred to in Section 19 below) to elect the number of Directors
then constituting the whole Board of Directors. (Del. Code Ann., tit. 8, (S)
223(a), (b))

     Section 18.    Resignation. Any Director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more Directors shall resign from the Board of Directors, effective at a
future date, a majority of the Directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each Director so chosen shall hold office for the unexpired
portion of the term of the Director whose place shall be vacated and until his
successor shall have been duly elected and qualified. (Del. Code Ann., tit. 8,
(S)(S) 141(b), 223(d))

     Section 19.    Removal. At a special meeting of stockholders called for the
purpose in the manner hereinabove provided, subject to any limitations imposed
by law or the Certificate of Incorporation, the Board of Directors, or any
individual Director, may be removed from office, with or without cause, and a
new Director or Directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of Directors. (Del.
Code Ann., tit. 8, (S) 141(k))

                                       8



     Section 20.    Meetings.

             (a)    Annual Meetings. The annual meeting of the Board of
Directors shall be held immediately after the annual meeting of stockholders and
at the place where such meeting is held. No notice of an annual meeting of the
Board of Directors shall be necessary and such meeting shall be held for the
purpose of electing officers and transacting such other business as may lawfully
come before it.

             (b)    Regular Meetings. Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware which has been determined by the Board of Directors. (Del. Code
Ann., tit. 8, (S) 141(g))

             (c)    Special Meetings. Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the President or a majority of the Directors. (Del. Code Ann., tit. 8,
(S) 141(g))

             (d)    Telephone Meetings. Any member of the Board of Directors, or
of any committee thereof, may participate in a meeting 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
by such means shall constitute presence in person at such meeting. (Del. Code
Ann., tit. 8, (S) 141(i))

             (e)    Notice of Meetings. Written notice of the time and place of
all special meetings of the Board of Directors shall be given at least one (1)
day before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
Director by attendance thereat, except when the Director attends the 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. (Del. Code Ann., tit. 8, (S) 229)

             (f)    Waiver of Notice. The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either before
or after the meeting, each of the Directors not present shall sign a written
waiver of notice, or a consent to holding such meeting, or an approval of the
minutes thereof. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
any written waiver of notice or consent unless so required by the Certificate of
Incorporation or these Bylaws. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
(Del. Code Ann., tit. 8, (S) 229)

                                       9


     Section 21.    Quorum and Voting.

           (a)      Unless the Certificate of Incorporation requires a greater
number and except with respect to indemnification questions arising under
Section 42 hereof, for which a quorum shall be one-third of the exact number of
Directors fixed from time to time in accordance with Section 15 hereof, but not
less than one (1), a quorum of the Board of Directors shall consist of a
majority of the exact number of Directors fixed from time to time in accordance
with Section 15 of these Bylaws, but not less than one (1); provided, however,
at any meeting whether a quorum be present or otherwise, a majority of the
Directors present may adjourn from time to time until the time fixed for the
next regular meeting of the Board of Directors, without notice other than by
announcement at the meeting. (Del. Code Ann., tit. 8, (S) 141(b))

           (b)      At each meeting of the Board of Directors at which a quorum
is present all questions and business shall be determined by a vote of a
majority of the Directors present, unless a different vote be required by law,
the Certificate of Incorporation or these Bylaws. (Del. Code Ann., tit. 8, (S)
141(b))

     Section 22.    Action without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee. (Del. Code Ann., tit. 8, (S) 141(f))

     Section 23.    Fees and Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor. (Del. Code
Ann., tit. 8, (S) 141(h))

     Section 24.    Committees.

           (a)      Executive Committee. The Board of Directors may by
resolution passed by a majority of the whole Board of Directors, appoint an
Executive Committee to consist of one (1) or more members of the Board of
Directors. The Executive Committee, to the extent permitted by law and
specifically granted by the Board of Directors, shall have and may exercise when
the Board of Directors is not in session all powers of the Board of Directors in
the management of the business and affairs of the corporation, including,
without limitation, the power and authority to declare a dividend or to
authorize the issuance of stock, except such committee shall not have the power
or authority to amend the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
to recommend to the stockholders of the corporation a dissolution of the
corporation or a revocation of a dissolution or to amend these Bylaws. (Del.
Code Ann., tit. 8, (S) 141(c))

                                      10


          (b) Other Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, from time to time appoint such
other committees as may be permitted by law. Such other committees appointed by
the Board of Directors shall consist of one (1) or more members of the Board of
Directors, and shall have such powers and perform such duties as may be
prescribed by the resolution or resolutions creating such committees, but in no
event shall such committee have the powers denied to the Executive Committee in
these Bylaws. (Del. Code Ann., tit. 8, (S) 41(c))

          (c) Term.  The members of all committees of the Board of Directors
shall serve a term coexistent with that of the Board of Directors which shall
have appointed such committee.  The Board of Directors, subject to the
provisions of subsections (a) or (b) of this Section 24, may at any time
increase or decrease the number of members of a committee or terminate the
existence of a committee.  The membership of a committee member shall terminate
on the date of his death or voluntary resignation from the committee or from the
Board of Directors.  The Board of Directors may at any time for any reason
remove any individual committee member and the Board of Directors may fill any
committee vacancy created by death, resignation, removal or increase in the
number of members of the committee.  The Board of Directors may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee, and, in addition, in the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.  (Del. Code Ann., tit. 8, (S) 141(c))

          (d) Meetings.  Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 24 shall be held at such times and places as are
determined by the Board of Directors, or by any such committee, and when notice
thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter.  Special meetings of any such
committee may be held at any place which has been determined from time to time
by such committee, and may be called by any Director who is a member of such
committee, upon written notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors.  Notice of any special meeting of
any committee may be waived in writing at any time before or after the meeting
and will be waived by any Director by attendance thereat, except when the
Director attends such special 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.  A majority of the authorized number
of members of any such committee shall constitute a quorum for the transaction
of business, and the act of a majority of those present at any meeting at which
a quorum is present shall be the act of such committee.  (Del. Code Ann., tit.
8, (S)(S) 141(c), 229)

                                      11


     Section 25. Organization. At every meeting of the Directors, the Chairman
of the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                   ARTICLE V

                                    OFFICERS

     Section 26. Officers Designated. The officers of the corporation shall be
the Chairman of the Board of Directors, the President, one or more Vice
Presidents, the Secretary and the Chief Financial Officer or Treasurer, all of
whom shall be elected at the annual organizational meeting of the Board of
Directors. The order of the seniority of the Vice Presidents shall be in the
order of their nomination, unless otherwise determined by the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers, and such other officers and agents with such
powers and duties as it shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the corporation shall be fixed by or in
the manner designated by the Board of Directors. (Del. Code Ann., tit. 8, (S)(S)
122(5), 142(a), (b))

     Section 27.  Tenure and Duties of Officers.

          (a) General.  All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed.  Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors.  If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.  (Del. Code Ann., tit. 8, (S) 141(b), (e))

          (b) Duties of Chairman of the Board of Directors. The Chairman of the
Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 27. (Del. Code Ann., tit. 8, (S) 142(a))

          (c) Duties of President.  The President shall preside at all meetings
of the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present.  The
President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation.  The
President
                                      12


shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. (Del. Code Ann., tit. 8, (S) 142(a))

          (d) Duties of Vice Presidents. The Vice Presidents, in the order of
their seniority, may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of President is
vacant. The Vice Presidents shall perform other duties commonly incident to
their office and shall also perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to time.
(Del. Code Ann., tit. 8, (S) 142(a))

          (e) Duties of Secretary. The Secretary shall attend all meetings of
the stockholders and of the Board of Directors, and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders,
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time. (Del. Code Ann., tit. 8, (S) 142(a))

          (f) Duties of Chief Financial Officer or Treasurer. The Chief
Financial Officer or Treasurer shall keep or cause to be kept the books of
account of the corporation in a thorough and proper manner, and shall render
statements of the financial affairs of the corporation in such form and as often
as required by the Board of Directors or the President. The Chief Financial
Officer or Treasurer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the corporation. The Chief Financial
Officer or Treasurer shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time. The President
may direct any Assistant Treasurer to assume and perform the duties of the Chief
Financial Officer or Treasurer in the absence or disability of the Chief
Financial Officer or Treasurer, and each Assistant Treasurer shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time. (Del. Code Ann., tit. 8, (S) 142(a))

     Section 28. Delegation of Authority. The Board of Directors may from time
to time delegate the powers or duties of any officer to any other officer or
agent, notwithstanding any provision hereof.

     Section 29. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later

                                      13


time is specified therein, in which event the resignation shall become effective
at such later time. Unless otherwise specified in such notice, the acceptance of
any such resignation shall not be necessary to make it effective. Any
resignation shall be without prejudice to the rights, if any, of the corporation
under any contract with the resigning officer. (Del. Code Ann., tit. 8, (S)
142(b))

     Section 30. Removal. Any officer may be removed from office at any time,
either with or without cause, by the vote or written consent of a majority of
the Directors in office at the time, or by any committee or superior officers
upon whom such power of removal may have been conferred by the Board of
Directors.

                                   ARTICLE VI

    EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE
                                  CORPORATION

     Section 31. Execution of Corporate Instruments. The Board of Directors may,
in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation. (Del. Code
Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Chief Financial Officer or Treasurer or any Assistant Secretary or
Assistant Treasurer. All other instruments and documents requiring the corporate
signature, but not requiring the corporate seal, may be executed as aforesaid or
in such other manner as may be directed by the Board of Directors. (Del. Code
Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

     Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount. (Del. Code
Ann., tit. 8, (S)(S) 103(a), 142(a), 158)

     Section 32. Voting of Securities Owned by The Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such

                                      14


authorization, by the Chairman of the Board of Directors, the President, or any
Vice President. (Del. Code Ann., tit. 8, (S) 123)

                                  ARTICLE VII

                                SHARES OF STOCK

     Section 33. Form and Execution of Certificates. Certificates for the shares
of stock of the corporation shall be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the Chairman of the Board of Directors, or the President or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary
or Assistant Secretary, certifying the number of shares owned by him in the
corporation. Where such certificate is countersigned by a transfer agent other
than the corporation or its employee, or by a registrar other than the
corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. Each certificate shall state
upon the face or back thereof, in full or in summary, all of the designations,
preferences, limitations, restrictions on transfer and relative rights of the
shares authorized to be issued. (Del. Code Ann., tit. 8, (S) 158)

     Section 34. Lost Certificates. A new certificate or certificates shall be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.
(Del. Code Ann., tit. 8, (S) 167)

     Section 35. Transfers.

          (a) Transfers of record of shares of stock of the corporation shall be
made only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.  (Del. Code Ann., tit. 8, (S) 201,
tit. 6, (S) 8-401(1))

          (B) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.  (Del. Code Ann., tit. 8,
(S) 160 (a))

                                      15


Section 36.  Fixing Record Dates.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of Directors, 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. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

          (b) In order that the Corporation may determine the stockholders
entitled to corporate action in writing without a meeting, the Board of
Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered 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. Delivery made to a Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

          (c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. (Del. Code Ann., tit. 8, (S) 213)

     Section 37. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends,

                                      16


and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware. (Del. Code Ann., tit. 8, (S)(S)
213(a), 219)

                                  ARTICLE VIII

                      OTHER SECURITIES OF THE CORPORATION

          Section 38. Execution of Other Securities. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 33), may be signed by the Chairman of the Board of
Directors, the President or such other person as may be authorized by the Board
of Directors, and the corporate seal impressed thereon or a facsimile of such
seal imprinted thereon and attested by the signature of the Secretary or an
Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant
Treasurer; provided, however, that where any such bond, debenture or other
corporate security shall be authenticated by the manual signature of a trustee
under an indenture pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons signing and attesting
the corporate seal on such bond, debenture or other corporate security may be
the imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature of
such person. In case any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the corporation.

                                   ARTICLE IX

                                   DIVIDENDS

          Section 39. Declaration of Dividends. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors pursuant to law
at any regular or special meeting. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation. (Del. Code Ann., tit. 8, (S)(S) 170, 173)

          Section 40.  Dividend Reserve.  Before payment of any dividend, there
may be set aside out of any funds of the corporation available for dividends
such sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for such other purpose as the Board of Directors shall
think conducive to the interests of the corporation, and the Board of Directors

                                      17


may modify or abolish any such reserve in the manner in which it was created.
(Del. Code Ann., tit. 8, (S) 171)

                                   ARTICLE X

                                  FISCAL YEAR

     Section 41.  Fiscal Year.  The fiscal year of the of the corporation shall
be fixed by resolution of the Board of Directors.

                                  ARTICLE XI

                                INDEMNIFICATION

     Section 42.  Indemnification of Directors, Officers, Employees and Other
Agents.

             (a)  Directors and Executive Officers. The corporation shall
indemnify its Directors and executives officers to the fullest extent not
prohibited by the Delaware General Corporation Law; provided, however, that the
corporation may limit the extent of such indemnification by individual contracts
with its Directors and executive officers; and provided, further, that the
corporation shall not be required to indemnify any Director or executive officer
in connection with any proceeding (or part thereof) initiated by such person or
any proceeding by such person against the corporation by its Directors,
officers, employees or other agents unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation or (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law.

             (b)  Other Officers, Employees and Other Agents. The corporation
shall have power to indemnify its other officers, employees and other agents as
set forth in the Delaware General Corporation Law.

             (c)  Good Faith.

                  (1) For purposes of any determination under this Bylaw, a
Director or executive officer shall be deemed to have acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe that his conduct was unlawful, if his action
is based on information, opinions, reports and statements, including financial
statements and other financial data, in each case prepared or presented by:

                      (i)  one or more officers or employees of the corporation
whom the Director or executive officer believed to be reliable and competent in
the matters presented;

                      (ii) counsel, independent accountants or other persons as
to matters which the Director or executive officer believed to be within such
person's professional competence; and

                                      18


                  (iii)  with respect to a Director, a committee of the Board
upon which such Director does not serve, as to matters within such Committee's
designated authority, which committee the Director believes to merit confidence;
so long as, in each case, the Director or executive officer acts without
knowledge that would cause such reliance to be unwarranted.

              (2) The termination of any 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 which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, that
he had reasonable cause to believe that his conduct was unlawful.

              (3) The provisions of this paragraph (c) 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 by the Delaware
General Corporation Law.

          (d) Expenses.  The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses
incurred by any Director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

     Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to the
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.

          (e) Enforcement.  Without the necessity of entering into an express
contract, all rights to indemnification and advances to Directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer.  Any right to indemnification
or advances granted by this Bylaw to a Director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor.  The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim.  The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General Corporation Law for
the corporation to indemnify the claimant for the amount claimed.  Neither the
failure of the corporation (including its Board of Directors, independent legal
counsel or its stockholders) to have made a determination prior to the

                                      19


commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct.

          (f) Non-Exclusivity of Rights.  The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office.  The corporation is
specifically authorized to enter into individual contracts with any or all of
its Directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General
Corporation Law.

          (g) Survival of Rights.  The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a Director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

          (h) Insurance.  To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw.

          (i) Amendments.  Any repeal or modification of this Bylaw shall only
be prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

          (j) Saving Clause.  If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law.

          (k) Certain Definitions.  For the purposes of this Bylaw, the
following definitions shall apply:

              (1) The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

              (2) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or

                                      20


judgment and any other costs and expenses of any nature or kind incurred in
connection with any proceeding.

                  (3) The term the "corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                  (4) References to a "director," "officer," "employee," or
"agent" of the corporation shall include, without limitation, situations where
such person is serving at the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

                  (5) 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; and 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
acted in good faith and in a manner he 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 Bylaw.

                                  ARTICLE XII

                                    NOTICES

     Section 43.  Notices.

            (a)   Notice to Stockholders. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent. (Del. Code Ann., tit. 8,
(S) 222)

            (b)   Notice to Directors.  Any notice required to be given to any
Director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such Director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such Director.

                                      21


          (c) Address Unknown.  If no address of a stockholder or Director be
known, notice may be sent to the office of the corporation required to be
maintained pursuant to Section 2 hereof.

          (d) Affidavit of Mailing.  An affidavit of mailing, executed by a duly
authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
Director or Directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the
statements therein contained.  (Del. Code Ann., tit. 8, (S) 222)

          (e) Time Notices Deemed Given.  All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing and all
notices given by facsimile, telex or telegram shall be deemed to have been given
as of the sending time recorded at time of transmission.

          (f) Methods of Notice.  It shall not be necessary that the same method
of giving notice be employed in respect of all Directors, but one permissible
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.

          (g) Failure to Receive Notice.  The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any Director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such Director to receive such
notice.

          (h) Notice to Person with Whom Communication is Unlawful.  Whenever
notice is required to be given, under any provision of law or of the Certificate
of Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person.  Any action
or meeting which shall be taken or held without notice to any such person with
whom communication is unlawful shall have the same force and effect as if such
notice had been duly given.  In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.

          (i) Notice to Person with Undeliverable Address.  Whenever notice is
required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve

                                      22


month period, have been mailed addressed to such person at his address as shown
on the records of the Corporation and have been returned undeliverable, the
giving of such notice to such person shall not be required. Any action or
meeting which shall be taken or held without notice to such person shall have
the same force and effect as if such notice had been duly given. If any such
person shall deliver to the corporation a written notice setting forth his then
current address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the corporation is such as to
require the filing of a certificate under any provision of the Delaware General
Corporation Law, the certificate need not state that notice was not given to
persons to whom notice was not required to be given pursuant to this paragraph.
(Del. Code Ann, tit. 8, (S) 230)

                                  ARTICLE XIII

                                   AMENDMENTS

     Section 44.  Amendments.  Except as otherwise set forth in paragraph (i) of
Section 42 of these Bylaws, these Bylaws may be amended or repealed and new
Bylaws adopted by the stockholders entitled to vote. The Board of Directors
shall also have the power, if such power is conferred upon the Board of
Directors by the Certificate of Incorporation, to adopt, amend or repeal Bylaws
(including, without limitation, the amendment of any Bylaw setting forth the
number of Directors who shall constitute the whole Board of Directors). (Del.
Code Ann., tit. 8, (S)(S) 109(a), 122(6))

                                  ARTICLE XIV

                             RIGHT OF FIRST REFUSAL

     Section 45.  Right of First Refusal.  No stock bolder shall sell, assign,
pledge, or in any manner transfer any of the shares of stock of the corporation
or any right or interest therein, whether voluntarily or by operation of law, or
by gift or otherwise, except by a transfer which meets the requirements
hereinafter set forth in this Bylaw:

          (a) If the stockholder receives from anyone a bona fide offer
acceptable to the stockholder to purchase any of his shares of stock, then the
stockholder shall first give written notice thereof to the corporation. The
notice shall name the proposed transferee and state the number of shares to be
transferred, the price per share and all other terms and conditions of the
offer.

          (b) For fifteen (15) days following receipt of such notice, the
corporation shall have the option to purchase all or any lesser part of the
shares specified in the notice at the price and upon the terms set forth in such
bona fide offer. In the event the corporation elects to purchase all the shares,
it shall give written notice to the selling stockholder of its election and
settlement for said shares shall be made as provided below in paragraph (d).

          (c) In the event the corporation does not elect to acquire all of the
shares specified in the selling stockholder's notice, the Secretary of the
corporation shall, within fifteen

                                      23


(15) days of receipt of said selling stockholder's notice, give written notice
thereof to the stockholders of the corporation other than the selling
stockholder. Said written notice shall state the number of shares that the
corporation has elected to purchase and the number of shares remaining available
for purchase (which shall be the same as the number contained in said selling
stockholder's notice, less any such shares that the corporation has elected to
purchase). Each of the other stockholders shall have the option to purchase that
proportion of the shares available for purchase as the number of shares owned by
each of said other stockholders bears to the total issued and outstanding shares
of the corporation, excepting those shares owned by the selling stockholder. A
stockholder electing to exercise such option shall, within ten (10) days after
mailing of the corporation's notice, give notice to the corporation specifying
the number of shares such stockholder will purchase. Within such ten-day period,
each of said other stockholders shall give written notice stating how many
additional shares such stockholder will purchase if additional shares are made
available. Failure to respond in writing within said ten-day period to the
notice given by the Secretary of the corporation shall be deemed a rejection of
such stockholder's right to acquire a proportionate part of the shares of the
selling stockholder. In the event one or more stockholders do not elect to
acquire the shares available to them, said shares shall be allocated on a pro
rata basis to the stockholders who requested shares in addition to their pro
rata allotment.

          (d) In the event the corporation and/or stockholders, other than the
selling stockholder, elect to acquire any of the shares of the selling
stockholder as specified in said selling stockholder's notice, the Secretary of
the corporation shall so notify the selling stockholder and settlement thereof
shall be made in cash within thirty (30) days after the Secretary of the
corporation receives said selling stockholder's notice; provided that if the
terms of payment set forth in said selling stockholder's notice were other than
cash against delivery, the corporation and/or its other stockholders shall pay
for said shares on the same terms and conditions set forth in said selling
stockholder's notice.

          (e) In the event the corporation and/or its other stockholders do not
elect to acquire all of the shares specified in the selling stockholder's
notice, said selling stockholder may, within the sixty-day period following the
expiration of the option rights granted to the corporation and other
stockholders herein, sell elsewhere the shares specified in said selling
stockholder's notice which were not acquired by the corporation and/or its other
stockholders, in accordance with the provisions of paragraph (d) of this bylaw,
provided that said sale shall not be on terms and conditions more favorable to
the purchaser than those contained in the bona fide offer set forth in said
selling stockholder's notice.  All shares so sold by said selling stockholder
shall continue to be subject to the provisions of this Bylaw in the same manner
as before said transfer.

          (f) Anything to the contrary contained herein notwithstanding, the
following transactions shall be exempt from the provisions of this Bylaw:

              (1) A stockholder's transfer of any or all shares held either
during such stockholder's lifetime or on death by will or intestacy to such
stockholder's immediate family. "Immediate family" as used herein shall mean
spouse, lineal descendant, father, mother, brother,

                                      24


or sister of the stockholder making such transfer and shall include any trust
established primarily for the benefit of the stockholder or his immediate
family.

              (2) A stockholder's bona fide pledge or mortgage of any shares
with a commercial lending institution, provided that any subsequent transfer of
said shares by said institution shall be conducted in the manner set forth in
this Section 45.

              (3) A stockholder's transfer of any or all of such stockholder's
shares to the corporation or to any other stockholder of the corporation.

              (4) A stockholder's transfer of any or all of such stockholder's
shares to a person who, at the time of such transfer, is an officer or director
of the corporation.

              (5) A corporate stockholder's transfer of any or all of its shares
pursuant to and in accordance with the terms of any merger, consolidation,
reclassification of shares or capital reorganization of the corporate
stockholder, or pursuant to a sale of all or substantially all of the stock or
assets of a corporate stockholder.

              (6) A corporate stockholder's transfer of any or all of its shares
to any or all of its stockholders.

              (7) A transfer by a stockholder which is a limited or general
partnership to any or all of its partners.

     In any such case, the transferee, assignee, or other recipient shall
receive and hold such stock subject to the provisions of this Bylaw, and there
shall be no further transfer of such stock except in accordance with this Bylaw.

          (g) The provisions of this Section 43 may be waived with respect to
any transfer either by the corporation, upon duly authorized action of its Board
of Directors, or by the stockholders, upon the express written consent of the
owners of a majority of the voting power of the corporation (excluding the votes
represented by those shares to be sold by the selling stockholder).  This
Section 45 may be amended or repealed either by a duly authorized action of the
Board of Directors or by the stockholders, upon the express vote or written
consent of the owners of a majority of the voting power of the corporation.

          (h) Any sale or transfer, or purported sale or transfer, of securities
of the corporation shall be null and void unless the terms, conditions, and
provisions of this Bylaw are strictly observed and followed.

          (i) The foregoing right of first refusal shall terminate on either of
the following dates, whichever shall first occur:

              (1)  On May 3l, 2005; or

                                      25


              (2) Upon the date securities if the corporation are first offered
to the public pursuant to a registration statement filed with, and declared
effective by, the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended.

          (j) The certificates representing shares of stock of the corporation
shall bear on their face the following legend so long as the foregoing right of
first refusal remains in effect:

          "The shares represented by this certificate are subject to a right of
          first refusal option in favor of the corporation and its other
          stockholders, as provided in the bylaws of the corporation."

(Del. Code Ann., tit. 8, (S) 160(a))

                                   ARTICLE XV

                               LOANS TO OFFICERS

     Section 46.  Loans to Officers.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board if Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation.  The loan, guarantee or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation.  Nothing in this Section 46 shall be
deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.  (Del. Code Ann., tit. 8, (S)
143)

                                  ARTICLE XVI

                                 MISCELLANEOUS

     Section 47.  Annual Report.

          (a) Subject to the provisions of Section 47(b) below, the Board of
Directors shall cause an annual report to be sent to each stockholder of the
corporation not later than one hundred twenty (120) days after the close of the
corporation's fiscal year.  Such report shall include a balance sheet as of the
end of such fiscal year and an income statement and statement of changes in
financial position for such fiscal year, accompanied by any report thereon of
independent accounts or, if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation.  When there are more than
100 stockholders of record of the corporation's shares, as determined by Section
605 of the California Corporations Code, additional information as required by
Section 1501(b) of the California Corporations Code shall also be contained in
such report, provided that if the corporation has a class of securities
registered under Section 12 of the United States Securities Exchange Act of
1934, that Act shall take precedence.  Such report shall

                                      26


be sent to stockholders at least fifteen (15) days prior to the next annual
meeting of stockholders after the end of the fiscal year to which it relates.

          (b) If and so long as there are fewer than 100 holders of record of
the corporation's shares, the requirement of sending of an annual report to the
stockholders of the corporation is hereby expressly waived.

                                      27


                                   Exhibit B

                                      28


                            Amendment to By-Laws of
                       LandBank Remediation Corporation

Article I, Section 2 of the By-Laws of Land Bank Remediation Corporation is
amended to read as follows:

Section 2.  The corporation shall also have and maintain an office or principal
place of business in Lakewood, Colorado, at 12345 West Alameda Parkway, and may
also have offices at such other places, both within and without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the corporation may require.

                                      29

EX-3.49

                                                                    EXHIBIT 3.49

                           CERTIFICATE OF FORMATION

                                      OF

                      NORTHEAST RESTORATION COMPANY, LLC



     1.  The name of the limited liability company is Northeast Restoration
Company, LLC.

     2.  The address of the registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent is The Corporation Trust
Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Northeast Restoration Company, LLC this 14th day of October, 1998.



                    Northeast Restoration Company, LLC
                         By:  LandBank Environmental Properties, LLC, Manager
                         By:  LandBank, Inc., Managing Member


                         By:          /s/  James M. Redwine
                            --------------------------------------------------
                                           James M. Redwine
                                           Assistant Secretary

EX-3.50

                                                                    EXHIBIT 3.50
                                                                    ------------

                      LIMITED LIABILITY COMPANY AGREEMENT
                                      FOR
                      NORTHEAST RESTORATION COMPANY, LLC
                     A DELAWARE LIMITED LIABILITY COMPANY


                      LIMITED LIABILITY COMPANY AGREEMENT

                                      FOR

                       NORTHEAST RESTORATION COMPANY, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY

          This Limited Liability Company Agreement for Northeast Restoration
Company, LLC, a Delaware limited liability company (the "Agreement") is made as
                                                         ---------
of October 14, 1998, by and between the Company and LANDBANK ENVIRONMENTAL
PROPERTIES LLC, a Delaware limited liability company ("LBEP") (sometimes
                                                       ----
referred to herein as the "Member" or the "Managing Member," depending on the
                           ------          ---------------
context).

          NOW, THEREFORE, the Company and the Member hereby adopt this Limited
Liability Company Agreement for the Company upon the terms and subject to the
conditions set forth herein.

                                   ARTICLE I.

                                  DEFINITIONS

          As used in this Agreement, the following terms shall have the
following meanings:

          1.1  "Act" shall mean the Delaware Limited Liability Company Act as
                ---
set forth in Chapter 18 (commencing with Section 18-101) of the General
Corporation Law of the State of Delaware (or any corresponding provision or
provisions of any succeeding law).

          1.2  "Affiliate" or "affiliate" shall mean any individual,
                ---------      ---------
partnership, corporation, trust or other entity or association, directly or
indirectly, through one or more intermediaries, controlling, controlled by, or
under common control with a person.  The term "control," as used in the
immediately preceding sentence, means, with respect to a corporation or limited
liability company, the right to exercise, directly or indirectly, more than
fifty percent (50.0%) of the voting rights attributable to the controlled
corporation or limited liability company, and, with respect to any individual,
partnership, trust, other entity or association, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled individual or entity.

          1.3  "AFMC" shall mean AFMC Inc., a Delaware corporation.
                ----


          1.4  "AFMC Agreement" shall mean that certain Contract of Sale between
                --------------
LandBank and AFMC dated as of August 12, 1998, for the purchase of the Property.

          1.5  "Agreement" or "this Agreement" means the limited liability
                ---------      --------------
company agreement of the Company as adopted herein and as may be further amended
from time to time as permitted hereunder.

          1.6  "AI" shall mean Arsenault Investments II LLC, a Colorado limited
                --
liability company, and its successors in interest.

          1.7  "All-in Costs" shall mean all out-of-pocket costs incurred by
                ------------
LBEP and its Affiliates for the acquisition of the Property and for the
formation of the Company and any subsidiary companies formed to own any of the
Properties.  The All-In Costs shall include, without limitation, payments to
environmental engineers, attorneys, title searches, physical inspections, and
other similar expenses incurred in performing investigations and due diligence
with respect to the acquisition of the Property; all costs including, without
limitation, fees payable to AI's counsel, incurred in negotiating, documenting
and implementing the Loan; and all payments to attorneys or others and all
filing fees and other costs payable in connection with the formation of the
Company and any subsidiary companies formed to hold any of the Properties.

          1.8  "Capital Account" shall mean with respect to any Member the
                ---------------
capital account which the Company establishes and maintains for such Member
pursuant to Section 3.3 hereof.

          1.9  "Capital Contribution" shall mean the amount of cash or the
                --------------------
agreed fair market value of other property contributed to the Company by a
Member and credited to the Member's Capital Account as provided in Article 3
hereof.

          1.10  "Cash Flow" shall mean the cash flow of the Company that is
                 ---------
available for distribution to the Member and which, as to any particular Fiscal
Year or portion thereof, consists of the gross revenues of the Company,
including any Capital Contributions made by a Member to the Company, less (i)
the aggregate amount of all costs paid by the Company during such fiscal period
for the operations of the Company, including, without limitation, payments of
any fees or costs to a Member or its Affiliates as permitted herein, all
payments required under the Loan Documents, and all other operating costs of the
Company, and less (ii) all reserves required to complete the Restoration of the
Properties, and other appropriate reserves for the anticipated costs of the
Company; but which shall not include
                         ---

                                       2


(iii) payments to reimburse the Member for the Pre-acquisition Costs, or (iv)
other distributions to the Member pursuant to Section 6.2 hereof.

          1.11  "Certificate" shall mean the Certificate of Formation for the
                 -----------
Company originally filed with the Delaware Secretary of State and as amended
from time to time.

          1.12  "Closing" shall mean the closing of the acquisition of the
                 -------
Properties by the Company or one or more subsidiary entities in accordance with
the AFMC Agreement.

          1.13  "Code" shall mean the Internal Revenue Code of 1986, as amended
                 ----
from time to time, and the provisions of succeeding law.

          1.14  "Company" shall mean Northeast Restoration Company, LLC, a
                 -------
Delaware limited liability company.

          1.15  "Final Proforma" shall mean the proforma financial statement
                 --------------
attached as Exhibit B hereto, which shall include the All-in Costs as of the
            ---------
Closing, the Loan proceeds, and the application of the Loan proceeds at the
Closing.

          1.16  "Fiscal Year" shall mean the Company's fiscal year, which shall
                 -----------
be the calendar year or, at the option of the Managing Member, a 52/53 week
year.

          1.17  "Insurance Underwriting Fee" shall mean the fee payable to LBEP,
                 --------------------------
in the amount provided in Section 5.5.1 hereof.

          1.18  "LandBank" shall mean LandBank, Inc., a Delaware corporation,
                 --------
and its successors in interest.

          1.19  "LandBank Services" shall mean the tasks which LBEP agrees to
                 -----------------
undertake with respect to the Project, which shall include the following:  (i)
environmental due diligence prior to purchase of the Property; (ii) real estate
due diligence prior to purchase of the Property; (iii) underwriting and
placement of environmental insurance policies; (iv) development of all plans
required to complete remediation; (v) oversight of cleanup activities; (vi)
preparing a cash flow model and critical path for the Project; (vii) designing
and implementing an exit strategy for each Property; (viii) directing and
managing the sale of the Property; (ix) performing all management and
administrative functions of the Company; and (x) engaging attorneys,
accountants, and other professionals on behalf of the Company as may be
necessary to perform the tasks mentioned in (i) - (ix).

                                       3


          1.20  "LBEP" shall mean LandBank Environmental Properties LLC, a
                 ----
Delaware limited liability company, and its successors in interest.

          1.21  "Loan" shall mean that certain loan in the original principal
                 ----
amount of $2,500,000 made by Arsenault Acquisitions Corporation, a Colorado
corporation, to the Company.

          1.22  "Loan Documents" shall mean the promissory note and all other
                 --------------
documents evidencing or securing the Loan.

          1.23  "Managing Member" shall mean LBEP or its successor pursuant to
                 ---------------
Section 5.6 hereof.

          1.24  "Member" shall mean LBEP, and any other person from time to time
                 ------
who may be admitted to the Company as a Member in accordance with the
Certificate and this Agreement or is a permitted assignee who has become a
Member in accordance with Article 4, and who has not resigned, withdrawn, been
expelled or, if other than an individual, dissolved.

          1.25  "Option Agreement" shall mean that certain Option Agreement
                 ----------------
between the Company and AI dated November 17, 1998, pursuant to which AI may
elect to become a member of the Company on the terms set forth therein.

          1.26  "Outstanding Capital Contributions" shall mean, at any time, the
                 ---------------------------------
aggregate Capital Contributions made by the Member to the Company, less the
aggregate Capital Contributions that have been repaid by the Company to the
Member pursuant to Section 6.2.2 hereof.

          1.27  "Pre-acquisition Costs" shall have the meaning ascribed to it in
                 ---------------------
Section 3.1 hereof.

          1.28  "Project" shall mean the Properties and the improvements thereon
                 -------
and the personal property used in connection therewith, including all
entitlements related thereto, and the Company's planned remediation and sale of
such real property.

          1.29  "Project Budget" shall mean the most recently updated and
                 --------------
approved Project Budget as provided in Section 5.2 hereof.

          1.30  "Property" and "Properties" shall mean each and all of the
                 --------       ----------
parcels of real property owned by AFMC and subject to the AFMC Agreement, more
particularly described in Exhibit A attached hereto.
                          ---------

                              4


          1.31  "Remediation Management Fee" shall mean the fee payable to the
                 --------------------------
Managing Member for the LandBank Services in supervising any and all
environmental remediation on the Property, in the amount provided in Section
5.5.2 hereof.

          1.32  "Restoration" shall mean the environmental remediation of the
                 -----------
Properties, including without limitation, moving and handling of contaminated
soil, and obtaining a "no further action" letter (or its equivalent) from the
applicable governmental agency or agencies exercising environmental jurisdiction
over the Properties.

          1.33  "Term" shall have the meaning ascribed to it in Section 2.2
                 ----
hereof.

          1.34  "Treasury Regulations" shall, unless the context clearly
                 --------------------
indicates otherwise, mean the final or temporary regulations in force at any
moment in time that have been issued by the U.S. Department of Treasury pursuant
to its authority under the Code.

                                  ARTICLE II.
                             ORGANIZATIONAL MATTERS

          2.1  Name.  The name of the Company shall be "Northeast Restoration
               ----                                     ---------------------
Company, LLC."  The Company may conduct business under that name or any other
- ------------
name approved by the Member.

          2.2  Term.  The Term of the Company shall commence on the date of
               ----
filing the Company's Certificate with the Delaware Secretary of State and shall
end on August 12, 2028, unless extended or unless sooner terminated pursuant to
this Agreement.

          2.3  Office and Agent.  The Company shall continuously maintain an
               ----------------
office and registered agent in the State of Delaware as required by the Act.
The registered agent and registered office of the Company shall be:  The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, DE 19801 or such other agent or location as the Managing Member may
deem necessary or desirable.

          2.4  Business of the Company.  The Company is organized and shall
               -----------------------
operate solely to engage in the following business:  (i) to acquire, own, hold
for investment, remediate, restore, finance, manage, sell, lease, dispose of and
otherwise deal with, and realize the economic benefit from, the Project; and
(ii) to engage in any other lawful activities directly related to the foregoing
business as may be necessary or advisable in the reasonable opinion of the
Member to further such business.  Such activities shall include specifically the
following:  managing

                                       5


the required remediation of each of the Properties; placing the environmental
insurance to manage the liabilities and financial risks resulting from ownership
and cleanup of the Properties; developing an exit strategy for each Property;
and negotiating the sale and selling the Properties. The Company shall not
engage in any other business other than the foregoing without the consent of the
Member, which consent may be granted or withheld in the Member's sole and
absolute discretion and is subject to the consent of AI under the Option
Agreement.

          Any or all of the business activities of the Company may be conducted
through a corporation, partnership, limited liability company or other entity in
which the Company is an owner; provided, however, that unless the Member
consents otherwise, which consent may be given or withheld in the Member's sole
discretion and is subject to the consent of AI under the Option Agreement, the
Company shall own all of the equity interests in any such entity.

                                  ARTICLE III.

                             CAPITAL CONTRIBUTIONS

          3.1  Capital Contributions.  As its initial Capital Contribution to
               ---------------------
the Company, the Member shall contribute (or cause to be transferred to the
Company by an Affiliate) its and its Affiliates' entire right, title and
interest in and to the Properties, including without limitation all rights under
the AFMC Agreement and the deposit made thereunder.  The fair market value of
such contribution is agreed to be equal to Two Hundred Ten Thousand Dollars
($210,000), which is the amount of the deposit that LandBank has paid under the
AFMC Agreement.  The Member in addition may, but shall not be required to,
contribute to the Company any additional funds needed to complete the purchase
of the Property pursuant to the AFMC Agreement, provided that such AFMC
Agreement is not terminated, and additional funds required for the operation of
the Company, all as shown in the Final Proforma or in the approved Project
Budget.

          In addition to the foregoing, the Meter and its Affiliates have
incurred certain pre-acquisition costs in connection with the AFMC Agreement and
the acquisition of the Property thereunder (the "Pre-acquisition Costs"), as
                                                 ---------------------
shown on the Final Proforma, which Pre-acquisition Costs shall be reimbursed to
the Member upon the Closing or as soon thereafter as possible out of available
Cash Flow, and which Pre-Acquisition Costs are payable to LBEP or its Affiliates
and are not a Capital Contribution to the Company.

          The Member may make additional Capital Contributions to the Company
from time to time in the Member's sole discretion,

                                       6


but no additional Capital Contributions are required. Except as otherwise
provided herein, all Capital Contributions shall be paid in cash.

          3.2  Withdrawal of Capital Contributions.  Subject to any applicable
               -----------------------------------
limitations in the Act, the Member's Capital Contributions and other sums
advanced on behalf of the Company shall be repaid to the Member, in whole or in
part, as provided in Article 6 hereof.

          3.3  Capital Accounts.  The Company shall establish and maintain an
               ----------------
individual Capital Account for each Member, as provided herein.

               3.3.1  Capital Account Increases.  The Capital Account of each
                      -------------------------
Member shall be increased by:

                      (a) Such Member's cash contributions;

                      (b) The agreed fair market value of property contributed
by such Member (if any), net of liabilities secured by such contributed property
that the Company is considered to assume or take subject to under Code Section
752; and

                      (c) All items of income and gain (including income and
gain exempt from tax) allocated to such Member pursuant to Article 6 or other
provisions of this Agreement.

               3.3.2  Capital Account Decreases.  The Capital Account of each
                      -------------------------
Member shall be decreased by:

                      (a) The amount of cash distributed to such Member;

                      (b) The agreed fair market value of all actual and deemed
distributions of property made to such Member pursuant to this Agreement (if
any), net of liabilities secured by such distributed property that the Member is
considered to assume or take subject to under Code Section 752; and

                      (c) All items of deduction and loss (including any
expenditures described in Code Section 705(a)(2)(B) and not otherwise deducted
hereunder) allocated to such Member pursuant to Article 6 or other provisions of
this Agreement.

               3.3.3  Transfer of Capital Account. Upon a valid transfer of all
                      ---------------------------
or part of a Membership Interest in

                                       7


accordance with Article 8 hereof, the new owner shall succeed to such
transferring Member's Capital Account or the applicable portion thereof.

               3.3.4  Compliance with Regulations.  The foregoing provisions of
                      ---------------------------
this Section 3.3 and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Regulations Section
1.704-1(b), and shall be interpreted and applied in a manner consistent with
such Regulations Section. To the extent such provisions are inconsistent with
such Regulations Section or are incomplete with respect thereto, Capital
Accounts shall be maintained in accordance with such Regulations Section.

                                  ARTICLE IV.
                                    MEMBERS

          4.1  Identification.  LBEP shall be the sole initial Member of the
               --------------
Company. No other person may become a Member except pursuant to a transfer
specifically permitted under and effected in compliance with Section 4.2 of this
Agreement or upon admission of a new Member with the prior written consent of
all of the Members, or as provided in the Option Agreement.

          4.2  Transfer; Admission of New Members.  The Member shall have the
               ----------------------------------
right at any time and from time to time to transfer all or any part of its
interest in the Company to any person; provided, however, that any new Member
admitted as a Member of the Company and any transferee of a membership interest
shall have the right to become a new or a substitute Member only if: (i) the
instrument creating or transferring such membership interest states that such
person shall be admitted as a Member of the Company; (ii) written consent of the
Member and of AI as required under the Option Agreement is given to the
admission of the new or substitute Member; (iii) such person executes an
instrument satisfactory to the Member accepting and adopting the terms and
provisions of this Agreement; and (iv) such person pays any reasonable expenses
of the Company (including, without limitation, reasonable attorneys' fees and
costs) in connection with its admission as a new Member. Except with the consent
of AI as required under the Option Agreement, LandBank shall not, either
directly or indirectly through one or more subsidiary entities, and whether
voluntarily, involuntarily or by operation of law, transfer any interest in LBEP
to any entity other than an Affiliate of LandBank.

          4.3  Member Approval.  No annual or regular meetings of the Members
               ---------------
are required to be held.  The approval of any act or other matter by LandBank
shall constitute approval by the Member

                                       8


and by the Company, subject to any required consent by AI under the Option
Agreement.

                                   ARTICLE V.
                        MANAGING MEMBER; MANAGEMENT AND
                             CONTROL OF THE COMPANY

          5.1  Managing Member.  LBEP shall be the Managing Member of the
               ---------------
Company.  As Managing Member, LBEP shall manage the Company on a day-to-day
basis and shall provide to the Company all services not specifically designated
in this Agreement to be provided by another party.

          5.2  Management of the Company.  The Managing Member shall prepare
               -------------------------
such budget, financial reports and operating plans for the Company as may be
required for the operation of the Company.  The Managing Member shall, subject
to the availability of operating revenues and other cash flow, carry out the
business plan and the Project Budget (hereinafter defined) adopted by the
Company and shall supervise the operations of the Company.  The Managing Member
shall have the authority and responsibility to manage the Company's business.
The Managing Member shall use reasonable efforts to perform its duties under
this Article 5 including, without limitation, employing necessary personnel, on
and off-site, to carry on the business of the Company.  The Managing Member
shall devote itself to the business of the Company to the extent necessary for
the efficient carrying on thereof, without compensation therefor except as
provided herein.

          5.2.1  Project Budget.  The Managing Member shall prepare a Project
                 --------------
Budget, which Project Budget shall provide for revenue and expenses for each
phase of the Company's acquisition, Restoration and disposition of the Project,
containing the items listed in this Section 5.2.1 below.  The Managing Member
shall include in such Project Budget any amounts to be paid to any person
(including without limitation any Member or Affiliate of a Member) in connection
with each phase of the Project.  The Project Budget at a minimum shall contain
the following information:

                 (a)  a narrative description of each phase of the acquisition
and Restoration for the Project proposed or expected to be undertaken by the
Company during each Fiscal Year;

                 (b)  a development schedule identifying the projected phases
of Restoration for the Project as well as the times for completion of the
various phases of Restoration of the Project and the expenses attributable to
each phase; and

                                       9


                    (c) a schedule of projected Cash Flow and projected uses of
funds on a Fiscal Year-by-Fiscal Year basis, which schedule shall include any
required Capital Contributions needed by the Company and proposed by the
Managing Member.

               5.2.2  Budget Updates and Approval.  The Managing Member shall
                      ---------------------------
deliver for review and approval by the Member and by AI pursuant to the Option
Agreement a master schedule setting forth the most current Project Budget for
the current Fiscal Year and the next Fiscal Year (which shall include a schedule
for completion of the various components of the Project), on or before thirty
(30) days after the Closing. Such Project Budget shall include net Cash Flow to
the Company at least equal to the net Cash Flow shown in the Final Proforma.
Thereafter, the Managing Member shall provide to the Member and to AI within two
(2) weeks after the end of each month monthly historical financial statements on
an accrual basis which shall include a balance sheet, income statement and
statement of cash flow. The Managing Member shall update the Project Budget
annually for each succeeding Fiscal Year, if necessary. After the first Project
Budget, an updated Project Budget shall be prepared no later than November 30th
of each Fiscal Year for the next succeeding Fiscal Year. The Managing Member
shall provide a copy of the Project Budget, and each update thereof, to the
Member. The Company shall spend no amount, and shall incur no obligation, which
exceeds the amounts provided in the approved Project Budget, as updated and
approved by the Member (and by AI as required under the Option Agreement);
provided, however, that the Project Budget shall include a Five Percent (5%)
contingency, and expenditures within such contingency amount shall be permitted.

          5.3  LandBank Services.  The Managing Member shall perform the
               -----------------
LandBank Services for the Company as provided herein.  The Managing Member shall
not be entitled to compensation for the LandBank Services rendered to the
Company, except as provided herein.  However, the Company shall pay all costs
payable to third parties in connection with such services.

          5.4  Insurance.
               ---------

               5.4.1  Coverage.  The Managing Member shall cause the Company to
                      --------
be added as an additional insured on its general liability and errors and
omissions policy, so that the Company is in compliance with (i) all requirements
of the AFMC Agreement as set forth in Exhibit C attached hereto, and (ii) all
                                      ---------
applicable laws, regulations and requirements.  The Company in addition may (but
is not required to) obtain Comprehensive Automobile Liability insurance insuring
Company against liability

                                      10


for claims arising out of the ownership, maintenance or use of any owned, hired
or non-owned vehicles; Property insurance appropriate to cover loss resulting
from destruction of or damage to some, but not all, of the buildings or
structures associated with the Project, with coverage based on the appropriate
level of risk of loss to the Company regarding such selected buildings or
structures; and such additional insurance against other risks of loss to the
Project as, from time to time, may be required by any lender making a loan to
the Company or which may be required by law.

               5.4.2  Management.  All policies of insurance shall be treated,
                      ----------
in the appropriate part attributable to the Company, as a cost and expense of
the Company. The Managing Member shall act on behalf of all named insureds under
each of the insurance policies with respect to all matters pertaining to the
insurance afforded by each of such policies, including the giving and receiving
of notice of cancellation, the payment of premiums and the receiving of returned
premiums, if any, and of such dividends as may be declared by any of the
insurance companies issuing any of such policies.

               5.4.3  Subcontractor Insurance.  The Managing Member shall
                      -----------------------
require by contract that each and every subcontractor and consultant providing
services in connection with the Project shall obtain and maintain insurance,
with the exception of property and stop/loss insurance, that the Managing Member
deems appropriate for the particular type and amount of contract involved. The
Managing Member may include any or all subcontractors and consultants under the
insurance maintained by the Managing Member hereunder with adjustment of
coverages and increase in limits as applicable.

               5.4.4  Modifications to Insurance Requirements.  The Managing
                      ---------------------------------------
Member shall review annually the insurance requirements of this Agreement in
conjunction with the Company's insurance broker and obtain increased coverage
limits or additional forms of insurance as are prudent to protect the interests
of the Company and the Members.

          5.5  Managing Members' Fees.  In addition to any fees payable to LBEP
               ----------------------
or any Affiliate as may be approved by the Member and by AI as required under
the Option Agreement, the Managing Member shall receive the following fees for
its services to the Company. Such fees may be payable by the Company or by any
subsidiary entity in which the Company is an owner which owns and manages any of
the Properties.

               5.5.1  Insurance Underwriting Fee.  As part of its services, the
                      --------------------------
Managing Member shall perform environmental

                                      11


underwriting of the insurance for the Project. At the Closing, the Managing
Member shall be paid an Insurance Underwriting Fee in the amount of two percent
(2%) of the purchase price of the Property.

               5.5.2  Remediation Management Fee.  As part of its services, the
                      --------------------------
Managing Member shall provide services to the Company in connection with
supervising the Restoration of the Project. The Managing Member shall be paid a
Remediation Management Fee for such services in the amount of five percent (5%)
of any and all costs of environmental remediation performed on any or all of the
Properties; provided, however, that such Remediation Management Fee payable
hereunder shall not exceed the aggregate such Remediation Management Fee
contained in the approved Project Budget. Such fee shall be payable on the
fifteenth (15th) day of each month based on the environmental remediation costs
incurred in the immediately preceding month.

          5.6  Removal and Election of Managing Member; Resignation.  The
               ----------------------------------------------------
Managing Member may be removed by the Member at any time for failure to carry
out its duties hereunder; and the Member at any time may appoint one or more
substitute or additional managers of the Company, subject to the consent of AI
as required under the Option Agreement.  The Managing Member may resign as a
manager at any time.

                                  ARTICLE VI.
                           DISTRIBUTIONS; ALLOCATIONS

          6.1  Periodic Distributions by the Company.  Subject to applicable law
               -------------------------------------
and any limitations contained elsewhere in this Agreement and to the allocation
of a portion of the Company's cash to an appropriate reserve for unanticipated
expenses, the Managing Member shall cause the Company (i) to pay or provide for
the payment of all of its expenses, liabilities and obligations as they become
due, including without limitation any fees that are payable to any Member or any
Affiliate thereof for its services hereunder, and any loan payments that are due
under the Loan Documents or to any other lender, then (ii) to distribute the
available Cash Flow of the Company to reimburse LBEP for the Pre-acquisition
Costs until all such amounts have been repaid in full, and thereafter (iii) to
make cash distributions to the Member from the Cash Flow of the Company.  Such
cash distributions shall be made quarterly or more frequently, beginning
December 31, 1998.  Except as otherwise provided herein, distributions of Cash
Flow to the Member as provided in (iii) above shall be made to the Member
according to the priorities in Section 6.2 hereof.

                                      12


          6.2  Order of Distributions.  After payment of the amounts described
               ----------------------
in Section 6.1 hereof, all distributions of Cash Flow under Section 6.1(iii)
above shall be made to the Member according to the following priorities:

               6.2.1  FIRST, the first Three Hundred Thousand Dollars ($300,000)
                      -----
of Cash Flow shall be paid to LBEP as a priority return.

               6.2.2  SECOND, all Cash Flow shall be paid to LBEP to repay its
                      ------
outstanding Capital Contributions, until such Member has been repaid all of its
Capital Contributions.

               6.2.3  THIRD, all further Cash Flow shall be paid to LBEP as the
                      -----
sole Member of the Company.

          6.3  Allocations of Net Profit and Net Loss.  All net profits and net
               --------------------------------------
losses of the Company and all other items of income, deduction, credit or other
items having effect for tax purposes shall be allocated to LBEP as the sole
Member of the Company.

                                  ARTICLE VII.
                           DISSOLUTION AND WINDING UP

          7.1  Conditions of Dissolution.  The Company shall dissolve upon the
               -------------------------
occurrence of any of the following events:

               7.1.1  Upon the entry of a decree of judicial dissolution;

               7.1.2  Upon the vote of the sole Member (provided, however, that
the Member may not vote to voluntarily dissolve the Company while the Option
Agreement remains in effect);

               7.1.3  Upon the sale of all or substantially all of the assets of
the Company (which shall be subject to the approval of AI as provided in the
Option Agreement); or

               7.1.4  Upon the expiration of the Term (including any extension
thereto, if applicable).

No other event specified in the Act, or otherwise, shall cause the dissolution
of the Company.

          7.2  Winding Up.  Upon the dissolution of the Company, the Company's
               ----------
assets shall be disposed of and its affairs wound up.  The Company shall give
written notice of the commencement of the dissolution to all of its known
creditors.

                                      13


          7.3  Order of Payment of Liabilities Upon Dissolution.  After
               ------------------------------------------------
determining that all the known debts and liabilities of the Company have been
paid or adequately provided for, all remaining assets of the Company shall be
distributed to the Member in accordance with the provisions of Article 6 hereof.

          7.4  Certificates.  The Company shall file with the Delaware Secretary
               ------------
of State all certificates or other documents required to complete the
dissolution and winding up of the Company's affairs.


                                 ARTICLE VIII.
                                 MISCELLANEOUS

          8.1  Bank Accounts.  The Managing Member shall maintain the funds of
               -------------
the Company in one or more separate bank accounts in the name of the Company,
and shall not permit the funds of the Company to be commingled in any fashion
with the funds of any other person.  The Managing Member or any person
designated by it, acting alone, is authorized to endorse checks, drafts, and
other evidences of indebtedness made payable to the order of the Company, but
only for the purpose of deposit into the Company's accounts.  All checks, drafts
and other instruments obligating the Company to pay money must be signed on
behalf of the Company by an authorized representative of the Managing Member.
All accounts shall be opened at an office.

          8.2  Complete Agreement.  Except as expressly contemplated herein,
               ------------------
this Agreement and the Certificate constitute the complete and exclusive
statement of the operative documents of the Company.  To the extent that any
provision of the Certificate conflicts with any provision of this Agreement,
this Agreement shall control.

          8.3  Binding Effect.  Subject to the provisions of this Agreement
               --------------
relating to transferability, this Agreement will be binding upon and inure to
the benefit of the Member, and its successors and assigns.

          8.4  Interpretation.  All pronouns shall be deemed to refer to the
               --------------
masculine, feminine, or neuter, singular or plural, as the context in which they
are used may require.  All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the interpretation of any
provision of this Agreement.  Numbered or lettered Certificate, sections and
subsections herein contained refer to Certificate, sections and subsections of
this Agreement unless otherwise expressly stated.

                                      14


          8.5  Severability.  If any provision of this Agreement or the
               ------------
application of such provision to any person or circumstance shall be held
invalid, the remainder of this Agreement or the application of such provision to
persons or circumstances other than those to which it is held invalid shall not
be affected thereby.

          8.6  Notices.  Any notice to be given or to be served upon the Company
               -------
or any party hereto in connection with this Agreement must be in writing (which
may include facsimile) and will be deemed to have been given and received when
delivered to the address specified by the party to receive the notice.  Such
notices will be given at the address specified in Exhibit D hereto.  Any party
                                                  ---------
may, at any time by giving five (5) business days' prior written notice to the
Company, designate any other address in substitution of the foregoing address to
which such notice will be given.

          8.7  Amendments.  No amendment to this Agreement shall be effective
               ----------
unless it is in writing and signed by all of the Members.  Any such amendment is
subject to the consent of AI as provided in the Option Agreement.

          8.8  Multiple Counterparts.  This Agreement may be executed in two or
               ---------------------
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.

          8.9  Remedies Cumulative.  The remedies under this Agreement are
               -------------------
cumulative and shall not exclude any other remedies to which any person may be
lawfully entitled.

          8.10  Option Agreement.  The term of the Option Agreement expires on
                ----------------
the later of (i) one hundred eighty (180) days after the Closing, or (ii) ninety
(90) days after the payment in full of the Loan.  Upon the expiration of the
option term without the exercise of the option by AI, the Option Agreement shall
terminate, and all references herein to any consent required under the Option
Agreement shall be of no further force or effect.

          8.11  Indemnity.  The Company shall indemnify the Member and its
                ---------
Affiliates and may 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 by reason of the fact that he or she or it is or was a Member,
employee or other agent of the Company and was acting in the course of carrying
out the business of the Company pursuant to the Agreement or that, being or
having been such a Member, employee or agent he or she or it is or was serving
at the request of the Company as a

                                      15


manager, employee or other agent of another limited liability company,
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by applicable law in effect on the date hereof and to
such greater extent as applicable law may hereafter from time to time permit,
except to the extent that liability is caused by the gross negligence, willful
misconduct or intentional breach of this Agreement by the indemnitee, and except
to the extent that any such liability or damage is otherwise compensated by
insurance. The foregoing indemnity shall not apply to any Member or its
Affiliate which is providing services to the Company as a consultant or
contractor pursuant to a separate contract with the Company and which receives
compensation therefor (in addition to the fees which are payable to the Members
hereunder), in which case the terms of that contract shall control any indemnity
rights or obligations (if any) of either party thereto. The Member specifically
acknowledges that LandBank, which is an Affiliate of LBEP, has undertaken
certain indemnity obligations under the AFMC Agreement for certain environmental
matters, which obligations are for the benefit of the Company, and agree that
the Company shall indemnify LandBank for any liability it may incur pursuant to
such environmental indemnity, to the extent provided in the foregoing provisions
of this Section 8.11.

          IN WITNESS WHEREOF, the Company and the Member have executed this
Agreement, effective as of the date first written above.


Company:                                NORTHEAST RESTORATION COMPANY, LLC a
                                        Delaware limited liability company

                                        By:  LANDBANK ENVIRONMENTAL
                                             PROPERTIES LLC, a Delaware
                                             limited liability company
                                        Its: Managing Member

                                             By:  LANDBANK, INC., a Delaware
                                                  corporation
                                             Its: Managing Member


                                                By: /s/ W.P. Lynott
                                                    ----------------------------
                                                Its:  President
                                                    ----------------------------
                                      16


Member:                                 LANDBANK ENVIRONMENTAL PROPERTIES
                                        LLC, a Delaware limited liability
                                        company

                                        By:  LANDBANK, INC.,
                                             a Delaware corporation
                                        Its: Managing Member


                                             By:  /s/ W.P. Lynott
                                                ________________________________

                                             Its:     President
                                                 _______________________________

          LandBank hereby executes this Agreement for the purpose of
          consenting and agreeing to be bound by the provisions of
          Section 4.2 hereof prohibiting certain transfers of an
          interest in LBEP.

                                        LANDBANK, INC., a Delaware
                                        corporation

                                        By: /s/ W.P. Lynott
                                           _____________________________________

                                        Its:    President
                                            ____________________________________

                                      17


                                   EXHIBIT A

                  LEGAL DESCRIPTION OF PROJECT REAL PROPERTIES


ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Third Ward of the Borough and County of Queens, City and State of New York,
bounded and described as follows:

PARCEL I:
- ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Third Ward of the Borough and County of Queens, City and State of New York,
bounded and described as follows:

BEGINNING at a point on the Westerly side of Lawrence Street as shown 100 feet
wide on the Final Topographical Map of the City of New York, distant 180.01 feet
Northerly from the corner formed by the intersection of the Westerly side of
Lawrence Street with the Northerly side of 39th Avenue as shown 50 feet wide on
the present Final Topographical Map of the City of New York;

RUNNING Northerly along the Westerly side of Lawrence Street, 298.08 feet to the
land now or formerly of Company of Master Craftsmen Inc.;

RUNNING THENCE Westerly parallel with the Northerly side of 39th Avenue and
along the land now or formerly of Company of Master Craftsmen Inc. 203.63 feet
to the land now or formerly of Emmet B. Simpson;

RUNNING THENCE South 12 degrees 54 minutes 35 seconds East and parallel to Janet
Place and along said lands of Simpson 150 feet;

THENCE North 88 degrees 55 minutes 37 seconds West and along said lands of
Simpson 327.24 feet to the United States Pierhead and Bulkhead line of the East
side of Flushing River;

THENCE Southwesterly along said United States Pierhead and Bulkhead line, 150
feet;

THENCE South 88 degrees 55 minutes 37 seconds East and parallel with the
Southerly side of said property of Simpson, 410.31 feet to the intersection of
said course with the projection South of the third course above described
namely, a projection drawn parallel to the Westerly side of Janet Place from the
Southeasterly corner of the lands of Simpson;

RUNNING THENCE Easterly from said point of intersection on a line at right
angles to the Westerly side of Lawrence Street 206.49 feet to the Westerly side
of Lawrence Street at the point or place of BEGINNING.

PARCEL II:
- ----------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Third Ward of the Borough and County of Queens, City and State of New York,
bounded and described as follows:

BEGINNING at a point on the East side of Flushing Creek (now known as Flushing
River) distant 300 feet Southerly from the Southerly boundary line of land
belonging to the Long Island Railroad (Whitestone Branch) when measured in a
straight line, which point of beginning is intersected by the division line
between the land herewith described and the land now or formerly of the Company
of Master Craftsmen Inc.;

RUNNING THENCE Southeasterly along the land now or formerly of said Company of
Master Craftsmen Inc. approximately 261.32 feet along said division line to the
point of turning in the Southerly boundary line of the land now or formerly of
the Company of Master Craftsmen Inc. which point is approximately 203.63 feet
West of the Westerly line of Lawrence Street, as now widened, as measured along
the Southerly boundary line of the property now or formerly of the Company of
Master Craftsmen Inc.;

THENCE Southerly and parallel with the Westerly line of Lawrence Street, as it
existed on January 19, 1926, 150 feet to a point;

THENCE Westerly approximately 327.97 feet to a point on the Easterly line of
Flushing Creek (now known as Flushing River) which point is distant 325 feet
Southwesterly from the point or


place of beginning when measured along the Easterly line of Flushing Creek (now
known as Flushing River) disregarding irregularity of waterfront line, and

THENCE Northeasterly along the Easterly line of Flushing Creek (now known as
Flushing River) disregarding irregularity of water-front-line, 325 feet to the
point or place of BEGINNING.

Policy insures that the southerly and easterly line of Parcel II are contiguous
to the northerly and westerly lines of Parcel I.


                                      2


                             Schedule A Description

PARCEL I:  LOTS 18-25
- --------

ALL those certain lots, parcels of land, situate, lying, and being at Westbury
(Outside of the Incorporated Village) in the Town of North Hempstead, County of
Nassau and State of New York, and more particularly known and designated as Lots
18, 19, 20, 21, 22, 23, 24 and 25, located in Block 71 on a certain map
entitled, "2nd Map of the City of New Cassel, Queens County, L.I., N.Y.,
surveyed August 1891 by Wm. E. Hawxhurst, Surveyor, drawn by C.A. Leaf, C.E."
and filed in Queens County April 22, 1892 as Map No. 256, and subsequently filed
in the Nassau County Clerk's Office as Map No. 3, Now No. 14.

PARCEL II:
- ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being at
Westbury (Outside of the Incorporated Village) in the Town of North Hempstead,
County of Nassau and State of New York, and more particularly known and
designated as part of Lot 45, located in Block 71 on a certain map entitled "2nd
Map of the City of New Cassel, Queens County, L.I., N.Y., surveyed August 1891
by Wm. E. Hawxhurst, Surveyor, drawn by C.A. Leaf, C.E." and filed in Queens Co.
4/22/1892 as Map No. 256, and subsequently filed in the Nassau County Clerk's
Office as Map No. 3, Now No. 14, which is more particularly bounded and
described as follows:

BEGINNING at a point on the Westerly side of Hopper Street, distant 425 feet
Southerly from the intersection of the Southerly side of Main Street with the
Westerly side of Hopper Street;

RUNNING THENCE South 1 degree, 11 minutes, 00 seconds West along the Westerly
side of Hopper Street 6.08 feet;

THENCE North 88 degrees, 49 minutes, 00 seconds West 100 feet;

THENCE North 1 degree, 11 minutes, 00 seconds, East 6.08 feet;

THENCE South 88 degrees, 49 minutes, 00 seconds, East 100 feet to the Westerly
side of Hopper Street, the point or place of BEGINNING.

                                       3


                                   Schedule A

THAT TRACT OR PARCEL OF LAND situate in the Village of Saranac Lake, Town of
Harrietstown, County of Franklin and State of New York, and being all those two
certain Village lots in Township 21, Great Tract One of Macomb's purchase, and
known and designated as lots numbers 7 & 8 in section 4 on a certain map and
survey made by G.T. Chellis, Esq., Surveyor in 1891, subdividing the Greenough
25-acre lot which map and survey are on file in the office of the clerk of
Franklin County, reference thereto is hereby made for a more complete
description of said lot.

ALSO, ALL THOSE TWO CERTAIN VILLAGE LOTS in said Village, Town, County, and
State, and known and designated as Lots No. 1 & 2 in Section No. 7 on a certain
map and survey of the Greenough 25-acre lot so-called, which said map is on file
in the office of the County of Franklin, and to which reference is hereby had
for a more definite description of the said lot.

Excepting therefrom so much thereof as was conveyed by Boyce and Robertson, Inc.
to Moreland L. Flagg and Bessie F. Flagg by the deed dated 4/29/65 and recorded
5/2/65 in Liber 426 Page 302 and described as follows:

ALL THAT TRACT OR PARCEL OF LAND situate in the Village of Saranac Lake, Town of
Harrietstown, County of Franklin and State of New York, and being part of all
those two certain Village lots in Township 21, Great Tract One of Macomb's
Purchase, known and designated as Lots 7 & 8 in Section 4 on a certain map and
survey made by G.T. Chellis, Esq., surveyor, in 1891, subdividing the Greenough
25-acre lot, which map and survey are on file in the Office of the Clerk of
Franklin County, and reference thereto is hereby made for a more complete
description of said lots, and being more particularly described as follows:

BEGINNING at a point at the Southeast corner of said Lot No. 7;

THENCE RUNNING along Lots Nos. 7 & 8 to the Southwest corner of Lot No. 8;

THENCE RUNNING along the Northerly line between the division line of Lots Nos. 8
& 9, 65 feet;

THENCE parallel to the North line of Lot No. 6 as shown on said map to a point
in the Easterly line of said Lot No. 7;

THENCE Southerly along the East line of Lot No. 7 the point or place of
BEGINNING.

                                       4


ALL that tract or parcel of land, situate in the Village of Saranac Lake, County
of Franklin and State of New York, being a portion of Township No. 21, Great
Tract One of Macomb's Purchase, bounded and described as follows, to wit:

BEGINNING in the center of the Street known as Broadway in a line with a picket
fence on the northwesterly side of Willard Derby's front yard;

RUNNING THENCE South 57 degrees 30 minutes West 7 rods and 24 links to an iron
pipe or hub at the southeast corner of Latour's barn:

THENCE South 37 degrees East 96 links to a cedar post at the southwest corner of
Mrs. B. Morrow's lot;

THENCE North 62 degrees 30 minutes East along the northwesterly side of the said
Morrow Lot 8 rods 2 1/2 links to the center of the before mentioned street;

THENCE northwesterly along center of said street 4 rods and 14 links the place
of BEGINNING.

ALSO, ALL that other tract or parcel of land, situate the same Village, Town,
County and State and bounded and described as follows, to wit:

BEGINNING at an iron pipe driven in the ground at the S.E. Corner of Elisha
Latour's barn on the southerly side of Broadway, it also being the Southwesterly
corner of a lot owned by James A. Latour (above described);

RUNNING THENCE South 57 degrees 30 minutes West 15 feet;

THENCE South 37 degrees East 96 links;

THENCE North 62 degrees 30 minutes East 15 feet to the Southwesterly corner of
the James A. Latour lot as hereinabove described;

THENCE northerly along the said Latour's westerly line to the place of
BEGINNING.

ALSO, that other tract or parcel of land, situate in the same Village, Town,
County and State, and bounded and described as follows, to wit:

BEGINNING at an iron hub driven in the highway (Broadway) leading from the
Saranac River to the A. & St. L.R.R. station, which hub is South 57 degrees 15
minutes West 75 links from the northwesterly corner post of the fence around the
property of Willard Derby in said Village;

RUNNING THENCE South 57 1/4 degrees 1 chain and 91 1/2 links to an iron hub
driven into the ground near the southwesterly corner of the barn erected upon
said property by Elisha Latour;

THENCE North 36 degrees 30 minute West 83 links to an iron hub driven into the
ground;

THENCE North 60 degrees 30 minutes East 1 chain and 97 links to the center of
said highway at an iron hub, there driven and being 72 links from the
Northeasterly corner and 79 links from the Southeasterly corner of a dwelling
house erected upon said premises by Elisha Latour;

THENCE South 33 1/2 degrees East along the center of said highway 74 1/2 links
to the point or place of BEGINNING.

EXCEPTION AND RESERVING all that tract or parcel of land, situated in the
Village, Town, County, and State aforesaid bounded and described as follows, to
wit:

BEGINNING at a copper bolt set in the outer edge of the sidewalk on the westerly
side of Broadway, whence a drill hole in the center of the street bears North 62
degrees 54 minutes East 23.39 feet;

RUNNING THENCE North 39 degrees 40 minutes West along in the west bounds of
Broadway 60.00 feet to a copper bolt set in the outer edge of the sidewalk;

                                       5


THENCE South 56 degrees 06 minutes West 121.28 feet to an iron pipe in the rear
line of the Tuffiled Latour lands;

THENCE South 37 degrees East 45.64 feet to a copper bolt set in a stone;

THENCE North 62 degrees 34 minutes East along the south bounds of the Tuffield
Latour property to the point or place of BEGINNING.

ALSO EXCEPTING THEREFROM so much thereof as was acquired by the People of the
State of New York by notice of appropriation recorded in Liber 688 Page 91.

                                       6


                                   Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Village of Sackets Harbor, County of Jefferson and State of New York,
bounded and described as follows:

BEGINNING at an iron pipe in the Northwest margin of Ambrose Street, where the
same is intersected by the Northeast line of lands conveyed from J. Wayland
Brown, et al, to George Hall Corporation by deed dated June 20, 1955, and
recorded in the Jefferson County Clerk's Office in Liber 615 of Deeds at Page
231;

RUNNING THENCE from the point of beginning, South 54 degrees 05 minutes 23
seconds West along said Northwest margin, 341.53 feet to an iron pipe;

RUNNING THENCE South 38 degrees 09 minutes 45 seconds East 24.98 feet to a point
in the centerline of Ambrose Street;

RUNNING THENCE South 54 degrees 09 minutes 30 seconds West, along said
centerline 1292.34 feet to a point in said centerline where the same is
intersected by the Northeast line of lands formerly owned by J. Wayland Brown
(Liber 447 Page 297), said point being South 39 degrees 07 minutes 52 seconds
East 24.75 feet from an iron pipe;

RUNNING THENCE North 39 degrees 07 minutes 52 seconds West passing through said
iron pipe, 1690.46 feet to an iron pipe at a corner thereof;

RUNNING THENCE South 49 degrees 09 minutes 39 seconds West 180.00 feet to an
iron pipe;

RUNNING THENCE North 33 degrees 42 minutes 43 seconds West continuing along the
Northeast line of Brown, 347.38 feet to a point in the Southeast line of a
parcel of land conveyed from Augsbury Oil Corporation to the Village of Sackets
Harbor by deed recorded in Liber 857 of Deeds at Page 487;

RUNNING THENCE along the Southeast line thereof, North 59 degrees 36 minutes 58
seconds East 26.00 feet to an angle;

RUNNING THENCE North 03 degrees 02 minutes 58 seconds East 105.8 feet to an
angle;

RUNNING THENCE North 11 degrees 11 minutes 02 seconds West continuing along said
line, 23.73 feet to its intersection with the Southeast line of a parcel of land
conveyed to Ralph E. Smith by deed recorded in Liber 918 of Deeds at Page 1120;

RUNNING THENCE North 53 degrees 17 minutes 54 seconds East along the Southeast
line thereof, 201.8 feet to an iron pipe at the most Southerly corner of lands
conveyed to Lahair (Liber 818 page 949);

RUNNING THENCE North 53 degrees 17 minutes 54 seconds East along the Southeast
line of Lahair, to and along the Southeast line of lands conveyed to Stevens, to
and along the Southeast line of lands conveyed to Miles and to and along the
Southeast line of lands conveyed to McMahon 266.50 feet to an iron pipe at the
most Easterly corner of McMahon;

RUNNING THENCE North 36 degrees 33 minutes 46 seconds West along the Northeast
line thereof, 184.23 feet to a point in the centerline of Ontario Street, said
point being North 36 degrees 33 minutes 46 seconds West 20 feet from an iron
pipe;

RUNNING THENCE along said centerline North 64 degrees 25 minutes 25 seconds East
152.27 feet to an angle;

RUNNING THENCE North 63 degrees 51 minutes 07 seconds East continuing along said
centerline 348.80 feet to its intersection with the Northeast line of lands
conveyed to Bock (Liber 684 page 531), said point being South 24 degrees 51
minutes 45 seconds East 20.74 feet from an iron pipe;

                                       7


RUNNING THENCE North 24 degrees 51 minutes 45 seconds West passing through said
iron pipe 69.03 feet to an iron pipe on the top of the bank;

RUNNING THENCE and continuing along the same bearing North 24 degrees 51 minutes
45 seconds West 10 feet, plus or minus, to a point in the shoreline of Black
River Bay in Lake Ontario;

RUNNING THENCE Northeasterly along said shoreline as it winds and turns to a
point that is North 32 degrees 12 minutes 48 seconds West 10 feet from an iron
pipe;

RUNNING THENCE South 32 degrees 12 minutes 48 seconds East to said iron pipe, it
being North 66 degrees 47 minutes 34 seconds East 817.07 feet from the last
described iron pipe;

RUNNING THENCE and continuing on the same bearing South 32 degrees 12 minutes 48
seconds East 42.50 feet to an iron pipe in the Southeast margin of Ontario
Street and at a corner of a 4.01 acre parcel conveyed from George Hall
Corporation to Village of Sackets Harbor by deed dated May 1, 1968, and recorded
in Liber 807 of Deeds at Page 581;

RUNNING THENCE South 63 degrees 55 minutes 54 seconds West along the Northwest
line thereof, 50.00 feet to an iron pipe;

RUNNING THENCE South 32 degrees 12 minutes 06 seconds East along the Southwest
line of said lands conveyed to Village of Sackets Harbor 324.56 feet to an iron
pipe;

RUNNING THENCE South 52 degrees 20 minutes 15 seconds West along the Northwest
line thereof 288.74 feet to an iron pipe;

RUNNING THENCE South 38 degrees 04 minutes 14 seconds East along the Southwest
line of said parcel to and along the Southwest line of a parcel of land conveyed
from The Augsbury Corporation to Village of Sackets Harbor by deed dated
November 15, 1982, and recorded in Liber 927 of Deeds at page 580, 669.82 feet
to an iron pipe at the most Southerly corner thereof;

RUNNING THENCE North 51 degrees 53 minutes 44 seconds East along the Southeast
line of said parcel 500.00 feet to an iron pipe;

RUNNING THENCE North 38 degrees 04 minutes 18 seconds West along the Northeast
line of said parcel 167.96 feet to a point on the Southeast line of a parcel of
Land conveyed from George Hall Corporation to The People of the State of New
York be deed dated July 19, l967 and recorded in Liber 799 of Deeds at Page 4l4;

RUNNING THENCE North 52 degrees 07 minutes 45 seconds East along said Southeast
line 123.60 feet to an iron pipe at the most Easterly corner thereof;

RUNNING THENCE North 52 degrees 16 minutes 45 seconds East to and along the
Southeast margin of Hill Street 504.79 feet to an iron pipe at a corner of lands
of Sackets Harbor Fire Company;

RUNNING THENCE South 37 degrees 54 minutes 53 seconds East along the Southwest
line thereof 479.86 feet to an iron pipe;

RUNNING THENCE South 52 degrees 12 minutes 30 seconds West along the Northwest
margin of Ray Street 194.44 feet to an iron pipe;

RUNNING THENCE South 37 degrees 46 minutes 23 seconds East crossing said Ray
Street 175.55 feet to an iron pipe;

RUNNING THENCE North 52 degrees 12 minutes 10 seconds East 39.57 feet to an iron
pipe;

RUNNING THENCE South 37 degrees 54 minutes 48 seconds East 149.60 feet to an
iron pipe in the Northwest margin of Bayard Street;

RUNNING THENCE South 52 degrees 13 minutes 55 seconds West along said margin and
the Southwesterly prolongation thereof 541.08 feet to an iron pipe;

                                       8


RUNNING THENCE South 37 degrees 18 minutes 23 seconds East 220.07 feet to an
iron pipe;

RUNNING THENCE South 48 degrees 12 minutes 48 seconds West 99.29 feet to an iron
pipe;

RUNNING THENCE South 35 degrees 17 minutes 40 seconds East 203.62 feet to the
point and place of BEGINNING.

TOGETHER WITH an easement 54 feet in width as reserved in the deed to Plaza
Group Associates dated 11/18/86 and recorded 11/26/86 in Liber 1049 page 242,
but only in so far as it crosses the premises described in said deed, and
excepting out of the above described premises the premises conveyed by said
deed.

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Village of Sackets Harbor, County of Jefferson and State of New York,
bounded and described as follows:

BEGINNING at a point in the Southeast margin of Ambrose Street, where the same
is intersected by the Southwest line of the first parcel in a deed from Lehigh
Portland Cement Company to Augsbury Oil Corporation dated April 19, 1971, and
recorded in the Jefferson County Clerk's Office in Liber 829 of Deeds at Page
242, and the Northeast line of lands of Merle Bolton;

RUNNING THENCE from the point of beginning North 53 degrees 59 minutes East
along the Southeast margin of Ambrose Street 1228.6 feet to an angle;

RUNNING THENCE North 53 degrees 40 minutes East continuing along said margin
665.4 feet to its intersection with the Southwest margin of Edmond Street;

RUNNING THENCE South 35 degrees 45 minutes East along said margin 42.2 feet to
its intersection with the Southeast line of the aforementioned first parcel of
land conveyed to The Augsbury Corporation in Liber 829 of deeds at page 242;

RUNNING THENCE Southeasterly on a curve to the left and along the remains of a
fence line to a point that is South 06 degrees 41 minutes East 1551.6 feet from
the last described point said point being in the Southwest line of lands
conveyed to Dexter R. Fidler by deed recorded in Liber 922 of Deeds at Page 119
and in the Northeast line of lands conveyed to Robert C. Huntley, et, ux, by
deed recorded in Liber 893 of Deeds at Page 175;

RUNNING THENCE North 80 degrees 03 minutes 30 seconds West along the Northeast
line of Huntley 93.0 feet to a corner;

RUNNING THENCE Southeasterly on a curve to the left to a point that is South 40
degrees 56 minutes East 453.4 feet from the last described point;

RUNNING THENCE South 49 degrees 41 minutes East 751.0 feet to a point in the
centerline of Adams Road;

RUNNING THENCE South 18 degrees 59 minutes East along said centerline 129.2 feet
to a point;

RUNNING THENCE North 49 degrees 41 minutes West along the remains of a fence
line 862.1 feet to an existing square iron bar;

RUNNING THENCE Northeasterly on a curve to the right to an existing square bar
that is North 39 degrees 51 minutes West 531.2 feet from the last described iron
bar;

RUNNING THENCE North 80 degrees 08 minutes 30 seconds West along a Northeast
line of the aforementioned lands conveyed to Huntley 1513.0 feet to a square
iron bar at a corner therein and in the Northeast line of the first mentioned
lands conveyed to Merle Bolton;

RUNNING THENCE North 21 degrees 33 minutes West along said Northeast line and
along a fence line 180.9 feet to the point and place of BEGINNING.

                                       9


                                  Schedule A

ALL that part of Mile Square Lots No. 59 and 69 North of New York State Route
No. 11-B in the Town of Potsdam, County of St. Lawrence and State of New York
described as follows:

BEGINNING AT A POINT in the center of N.Y.S. Route 11-B at the southwest corner
of lands of Robert Robar (Liber 916, Page 962) this point distant 166.2 feet
southeasterly of the intersection of the center of N.Y.S. Route 11-B with the
centerline of a 32 inch corrugated metal culvert pipe passing under said road
and running;

1)  THENCE on a magnetic bearing North 77 degrees 25 minutes 34 seconds West a
distance of 148.50 feet along the center of N.Y.S. Route 11-B to the southeast
corner of lands formerly owned by Dennis Murphy (Liber 154C, Page 1789).

2)  THENCE North 12 degrees 25 minutes 30 seconds East a distance of 675.24 feet
long the East line of lands formerly of Murphy and the East line of lands of
Josef and Olga Dutsieviez (Liber 731, Page 548) to an iron pipe found in a fence
line being the South line of lands of Joesf and Olga Dutsieviez (Liber 691, Page
558).  This course passes through an iron pipe found 33.0 feet from the road
center.

3)  THENCE South 74 degrees 08 minutes 53 seconds East a distance of 147.96 feet
along Dutsieviez to an iron pipe set over an iron pipe found in the West line of
lands of Josef and Olga Dutsieviez (Liber 656, Page 129).

4)  THENCE South 12 degrees 21 minutes 20 seconds West a distance of 666.78 feet
along the West line of Dutsieviez and the West line of lands of aforementioned
Robar to the point of BEGINNING.

This course passes through an iron pipe set 44.53 feet from the road center.

                                      10


                                  SCHEDULE A
                                  ----------

PARCEL 1:
- ---------

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, situate in the Town of
Plattsburgh, Clinton County, New York bounded and described as follows:

Beginning at an iron pipe found in the easterly bounds of NYS Rte 9, which point
is also the southwest corner of lands now or formerly owned by Bray Terminals
Inc. (Vol. 560 page 660);

THENCE South 78 degrees 40 minutes 54 seconds East, along the southerly bounds
of the aforesaid Bray Terminals Inc., 472.28 feet to 3/4" iron pipe found in the
westerly bounds of lands now or formerly owned by the Delaware and Hudson
Railroad Corp., which point is the northeast corner of the parcel hereby
described, and is also the southeast corner of the aforesaid Bray Terminals,
Inc.;

THENCE southwesterly along the westerly bounds of the aforesaid Delaware and
Hudson Railroad Corp. and along a curve concave to the southwest, said curve
having a radius of 2815.43 feet, and passing through an angle of 02 degrees 05
minutes 27 seconds, 102.74 feet to the beginning of said curve;

THENCE South 26 degrees 24 minutes 11 seconds West, and continuing along the
westerly bounds of said Delaware and Hudson Railroad Corp. 296.92 feet to a 3/4"
iron pipe found, which point is the southeast corner of the parcel hereby
described and which point is also the northeast corner of lands now or formerly
owned by the George Hall Corp. (Vol 375, Page 473);

THENCE North 80 degrees 29 minutes 18 seconds West, along the northerly bounds
of the aforesaid George Hall Corp., 326.50 feet to a chiseled cross in a
concrete headwall in the easterly bounds of NYS Rte. 9, which point is the
southwest corner of the parcel hereby described and is also the northwest corner
of the aforesaid George Hall Corp.;

THENCE North 04 degrees 48 minutes 03 seconds East along the easterly bounds of
NYS Rte. 9, 399.23 feet to the point or placed of beginning.

PARCEL 2:
- ---------

Shown as being owned by George Hall Corp. (Vol. 375, Page 473) beginning at a
chiseled cross found in a concrete headwall in the easterly bounds of NYS Rte.
9, which point is also the southwest corner of lands of Augsbury Terminals, Inc.
(Vol. 342, Page 327), and being Parcel 1 above;

THENCE South 80 degrees 29 minutes 18 seconds East, along the southerly bounds
of said Augsbury Terminals, Inc., 326.50 feet to a 3/4" iron pipe found in the
westerly bounds of lands now or formerly owned by the Delaware and Hudson
Railroad Corp., which point is the northeast corner of the parcel hereby
described and is also the southeast corner of Augsbury Terminals, Inc.;

THENCE South 26 degrees 58 minutes 07 seconds West, along the westerly bounds of
aforesaid Delaware and Hudson Railroad Corp. 203.44 feet to an iron bolt found,
which point is the southeast corner of the parcel hereby described and is also
the northeast corner of lands now or formerly owned by Ramona A. Harlem (Vol.
594, Page 324);

THENCE North 80 degrees 27 degrees 31 seconds West, along the northerly bounds
of aforesaid Harlem, 249.55 feet to an iron pipe found in the easterly bounds of
NYS Rte. 9, which point is the southwest corner of the parcel hereby described
and is also the northeast corner of aforesaid Harlem;

THENCE North 04 degrees 48 minutes 32 seconds East, along the easterly bounds of
NYS Rte. 9, 79.51 feet to a 1/2" crimped iron pipe found;

THENCE North 04 degrees 49 minutes 45 seconds East and continuing along the
easterly bounds of NYS Rte. 9, 115.08 feet to the point or place of beginning.

                                      11


PARCEL 3:
- ---------

Shown as being owned by George Hall Corp. (Vol. 340, page 493), beginning at a
1/2" crimped iron pipe found in the easterly bounds of the Delaware and Hudson
Railroad Corp., which point is also the southwest corner of lands now or
formerly owned by Robert B. Church et at. (Vol. 346, Page 235);

THENCE South 56 degrees 24 minutes 58 seconds East, along the southerly bounds
of a aforesaid Church, 80.22 feet to a 1/2" iron pipe found;

THENCE continuing on the same bearing of South 56 degrees 24 minutes 58 seconds
East and continuing along the southerly bounds of aforesaid Church, 81 feet more
or less, to the highwater mark of Lake Champlain, which point is the northeast
corner of the parcel hereby described and is also the southeast corner of
aforesaid Church;

THENCE Southerly, along the highwater mark of Lake Champlain, 780 feet, more or
less, to a point which point is the southeast corner of the parcel hereby
described and is also the northeast corner of lands now or formerly owned by
Jack and Debra Conroy (Vol. 633, page 736);

THENCE along the northerly bounds of aforesaid Conroy, on the following bearings
and distances:

North 83 degrees 03 minutes 39 seconds West, 65 feet more or less to an iron
pipe found, which point is located South 00 degrees 50 minutes 01 second East,
805.27 feet from the last previously described iron pipe found;.

North 83 degrees 03 minutes 39 seconds West, 90.00 feet to an iron pipe found;

North 83 degrees 03 minutes 39 seconds West, 353.35 feet to an iron bolt found
in the easterly bounds of the aforesaid Delaware and Hudson Railroad Corp. which
point is the southwest corner of the parcel hereby described and is also the
northwest corner of aforesaid Conroy;

THENCE North 26 degrees 12 minutes 13 seconds East, along the easterly bounds of
the aforesaid Delaware and Hudson Railroad Corp. 462.86 feet the beginning of a
curve concave to the north, said curve having a radius of 2914.43 feet;

THENCE northeasterly along said curve, continuing along the easterly bounds of
the aforesaid Delaware and Hudson Railroad Corp., passing through an angle of 06
degrees 59 minutes, 355.22 feet to the end of said curve;

THENCE North 19 degrees 32 minutes 16 seconds East and continuing along the
easterly bounds of said Delaware and Hudson Railroad Corp., 56.95 feet to the
point or place of beginning.

Together with a right of way to be used jointly with Church Oil Company, Inc.,
and Fort Edward Express Company, Inc., their successors and assigns, twenty-five
feet (25') wide, easterly and westerly and running northerly from the parcel
hereinabove conveyed along the westerly boundary line of the Delaware & Hudson
Railroad Corporation right of way two hundred ninety-one and fifty-one
hundredths feet (291.51'), more or less, to the right of way from the said U.S.
Route #9 to Lake Champlain, under said right of way, and along the second parcel
of property described in the deed from Paul F. Hillman and Walter H. Church to
Fort Edward Express Company, Inc. and Church Oil Company, Inc., dated August 28,
1952, and recorded in the Clinton County Clerk's Office on May 7, 1953, in
Volume 322 of Deeds at page 99, about one hundred seven feet (107') more or
less, to the north side of a culvert passing underneath the Delaware & Hudson
Railroad Corporation right of way.  Being the same right of way designated as
"25' R.O.W. for Pipe Lines," shown on "Map of Lands of Fort Edward Express
Company, Inc., and Church Oil Co. Inc., with George Hall Corp. Land Shown, East
Side Lake Shore Road, U.S. #9, Town of Plattsburgh, Clinton County, New York,
from Field Survey 7-4-53 by R.H. Ladue & G. Barber, map prepared by R.H. Ladue,
N.Y.S.L.S.  #24928, dated 7-22-53, filed in the Clinton County Clerk's Office on
the 5th day of August, 1953.

                                      12


Together with the joint use with Fort Edward Express Company, Inc. and Church
Oil Company, Inc., their successors and assigns, of a license and permit dated
August 8, 1950, between the Delaware & Hudson Railroad Corporation, licensor and
Paul F. Hillman and Walter H. Church, Licensees, licensing and permitting the
said Licensees to place four six inch (6") pipes to carry gasoline and oil
underneath and across the right of way and railroad tracks, partly within limits
of a culvert of the licensor, at Valuation Station 4551+05 in the Town of
                                                       -
Plattsburgh, County of Clinton and State of New York, the approximate location
of said pipes to be indicated by solid red line and marked "4 - 6" Pipe Lines"
on the map attached to said agreement entitled, "Miscellaneous Document No.
17483."

Together with a right of way to be used jointly with Church Oil Company, Inc.,
and Fort Edward Express Company, Inc., their successors and assigns, six feet
(6') wide running in a generally easterly direction from the easterly line of
the Delaware & Hudson Railroad Corporation right of way opposite the culvert,
hereinabove referred to, to the water line of Lake Champlain; said right of way
to run parallel to the northerly line of the premises conveyed by Paul F.
Hillman and Walter Church, to Fort Edward Express Company, Inc. & Church Oil
Company, Inc., by deed dated August 28, 1952, and recorded in the Clinton County
Clerk's Office on May 7, 1953, in Volume 322 of Deeds at page 103.  Being the
same right of way designated, "6' R.O.W. to Lake," shown on, "Map of Lands of
Fort Edward Express Co. Inc., and Church Oil Company, Inc.; with George Hall
Corp. Land shown East Side Lake Shore Road, U.S.  #9, Town of Plattsburgh,
Clinton County, New York, from Field Survey 7-4-53 by R.H. Ladue & G. Barber.
Map prepared by R.H. Ladue, N.Y.S.L.S.  #24928, dated 7-22-53" filed in the
Clinton County Clerk's Office on the 5th day of August, 1953.

Together with a right of way to be used jointly with Church Oil Company, Inc.
and Fort Edward Express Company, Inc., their successors and assigns, ten feet
(10') wide easterly and westerly and running southerly from the six foot (6')
right of way to Lake, hereinabove described, along the easterly boundary line of
the Delaware & Hudson Railroad Corporation right of way to the right of way
designated as "12' R.O.W. to Lake Front Property - (Reserved by Brandon)", shown
on "map of lands of Fort Edward Express Co. Inc., and Church Oil Company, Inc.;
with George Hall Corp. land shown East Side Lake Shore Road, U.S. #9, Town of
Plattsburgh, Clinton County, New York, from Field Survey 7-4-53 by R.H. Ladue &
G. Barber.  Map prepared by R.H. Ladue N.Y.S.L.S.  #24928, dated 7-22-53," filed
in the Clinton County Clerk's Office on the 5th day of August, 1953.  Being the
same right of way designated as "10' R.O.W. on said map being a part of the same
premises conveyed by Paul F. Hillman and Walter Church to Fort Edward Express
Company, Inc., and Church Oil Company, Inc. by deed dated August 28, 1952, and
recorded in the Clinton County Clerk's Office on May 7, 1953, in Volume 322 of
Deeds at page 103.

Also the use of the right of way from said State Highway easterly to Lake
Champlain located northerly and adjacent to the first parcel of premises
descried in the deed dated August 28, 1952, from Paul F. Hillman and Walter H.
Church, to Fort Edward Express Company, Inc. and Church Oil Company, Inc.
recorded in the Clinton County Clerk's Office on May 7, 1953, in Volume 322 of
Deeds at page 99, together with Church Oil Company, Inc., Port Edward Express
Company, Inc. and all other persons having the right to use the said right of
way, intending to include herein the right of ingress and egress to the "25'
R.O.W. for Pipe Lines," hereinabove described and the "10' R.O.W." hereinabove
described in the preceding paragraph.  Being the right of way designated, "12'
R.O.W. to Lake Front Property - (reserved by Brandon) shown on "Map of Lands of
Fort Edward Express Co., Inc. and Church Oil Co. Inc.; with George Hall Corp.
Land shown East side Lake Shore Road, U.S. #9, Town of Plattsburgh, Clinton
County, New York.  From Field Survey 7-4-53 by R.H. Ladue & G. Barber.  Map
prepared by R.H. Ladue N.Y.S.L.S.  #24928, dated 7-22-53," filed in the
Clinton County Clerk's Office on the 5th day of August, 1953.

[first line missing from original] . . . Inc. and Church Oil Company, Inc.,
their successors and assigns, of the riparian rights owned by Fort Edward
Express Company, Inc. and Church Oil Company, Inc. along the shore and in the
waters of Lake Champlain at the easterly end of the "6' R.O.W.1 to Lake," shown
on, "Map of Lands of Fort Edward Express Co. Inc., and Church Oil Co. Inc.; with
George Hall Corp. Land shown, East Side Lake Shore Road, U.S. #9, Town of
Plattsburgh, Clinton County, New York, from Field Survey 7-4-53 by R.H. Ladue &
G. Barber,

                                      13


Map prepared by R.H. Ladue, N.Y.S.L.S. #24928, dated 7-22-53," filed in the
Clinton County Clerk's Office on the 5th day of August, 1953, granting to said
George Hall Corporation, its successors and assigns, irrevocable permission and
consent to build and construct such pier or piers and dolphin or dolphins off
shore in Lake Champlain fronting the lands owned by said Fort Edward Express
Company, Inc. and Church Oil Company, Inc. on the shore of said lake as it may
deem necessary for the operation of a bulk plant or storage facility on the
premises herein before conveyed with further permission and consent to lay pipe
lines on the bed of the Lake to said pier or piers subject to obtaining
permission of the State of New York, the United States Government, and any other
governmental authority as may be the owner of such lands under water or may have
control of navigation thereover.

The rights of way hereinabove described are for the purpose of laying and
maintaining pipe lines for carrying petroleum products and maintaining such
lines, and the rights of way include the right of ingress and egress, upon said
right of way for the purpose of constructing, maintaining, and inspecting such
pipe lines.

Church Oil Company, Inc., and Fort Edward Express Company, Inc., their
successors and assigns, reserve the right to connect to and use said pipe lines
along any part of said right of way together with George Hall Corporation, its
successors and assigns, upon the condition that they shall, at the time of
making such connection, pay to George Hall Corporation, its successors and
assigns, one-half of the cost of construction of said pipe lines from the point
of connection to the termination of said pipe lines in Lake Champlain, and that
they shall thereafter during such period of use pay one-half of the cost of
maintaining and repairing said pipe lines.

Church Oil Company, Inc., and Fort Edward Express Company, Inc. their successors
and assigns, also reserve the right to use the boat anchorage and pipe lines in
Lake Champlain at the termination of said pipe lines as hereinbefore described
along said right of way, upon the condition that they shall at the time of
making such use pay to George Hall Corporation, its successors and assigns, one-
half of the cost of construction of said boat anchorage including dolphins and
piers as well as thereafter during such period of use, paying one-half of the
cost of maintaining and repairing said boat anchorage, piers and dolphins.

Reserving, however, an easement of right of way for the purpose of a water line
to furnish water for drinking purposes and household use for five (5) cottages,
said easement being described in an instrument between Ashville Brandon and
Easter Howard Brandon to Carl A. Warn and Clara I. Warn dated November 2, 1944,
and recorded November 2, 1944, in Volume 213 of Deeds at page 94, Clinton County
Clerk's Office.

Also reserving the use of the right of way from the State Highway easterly to
Lake Champlain, said right of way to be used in common between the parties
hereto and with others.

                                      14


                            Schedule A Description

                                   Parcel I
                                   --------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City and Town of Plattsburgh, County of Clinton and State of New York being
further described as follows:

BEGINNING at an iron pipe found and reset in the westerly highway limits of
United States Avenue (U.S. Route 9), said iron pipe being located a direct tie
of North 08 degrees 00 minutes 16 seconds East 3315.07 feet from the
intersection of the centerlines of United States Avenue (U.S. Route 9) and
railroad tracks;

RUNNING THENCE North 82 degrees 38 minutes 03 seconds West, passing through an
iron pipe found at 158.33 feet, and continuing a total distance of 395.37 feet
to an iron pipe found;

RUNNING THENCE North 41 degrees 48 minutes 12 seconds East a distance of 28.79
feet to a point referenced as monument number 53 in prior deeds and maps;

RUNNING THENCE North 48 degrees 21 minutes 57 seconds East a distance of 144.96
feet to a point referenced as monument number 52 in prior deeds and maps;

RUNNING THENCE North 42 degrees 48 minutes 57 seconds East a distance of 80.17
feet to an iron pipe set referenced as monument number 51 in prior deeds and
maps;

RUNNING THENCE North 33 degrees 01 minutes 57 seconds East a distance of 188.87
feet to an iron pipe set;

RUNNING THENCE South 73 degrees 16 minuets 03 seconds East a distance of 300.44
feet to an iron pipe set in the Westerly highway limits of United States Avenue
(U.S. Route 9);

RUNNING THENCE along a curve to the right having a radius of 1139.71 feet, an
arc length distance of 11.83 feet to an iron pipe set at a point being located a
direct tie of South 22 degrees 36 minutes 07 seconds West 11.83 feet from the
last mentioned iron pipe set;

RUNNING THENCE North 73 degrees 16 minutes 03 seconds West a distance of 33.17
feet to an iron pipe set;

RUNNING THENCE South 24 degrees 12 minutes 12 seconds West a distance of 50.01
feet to an iron pipe set;

RUNNING THENCE South 73 degrees 16 minutes 03 seconds East a distance of 33.21
feet to an iron pipe set in the Westerly highway limits of United States Avenue
(US.  Route 9);

RUNNING THENCE along a curve to the right having a radius of 1139.71 feet, an
arc length distance of 288.94 feet to the point of beginning being located a
direct tie of South 32 degrees 40 minutes 34 seconds West 288.17 feet from the
last mentioned iron pipe set.


                                   Parcel II
                                   ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Plattsburgh, County of Clinton and State of New York being further
described as follows:

BEGINNING at an iron pipe set at the intersection of the Northerly margin of a
Private Access Road to Lake Champlain and the Easterly highway limits of United
States Avenue (U.S. Route 9), said iron pipe also being located a direct tie of
North 07 degrees 47 minutes 19 seconds East 3329.11 feet from the intersection
of the centerlines of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 36 degrees 53 minutes 00 seconds East along the Easterly
highway limits of United States Avenue (U.S. Route 9), a distance of 246.20 feet
to an iron pipe set in the line between the City of Plattsburgh to the North and
the Town of Plattsburgh to the South;

RUNNING THENCE South 82 degrees 50 minutes 00 seconds East along said Town and
City Line, a distance of 731.58 feet to an iron pipe set in the Westerly
railroad margin of Delaware and Hudson Railroad;

RUNNING THENCE South 18 degrees 59 minutes 00 seconds West along the Westerly
railroad margin, a distance of 556.35  feet to an iron pipe set at the
intersection of the Westerly railroad margin of Delaware and Hudson Railroad and
the Northerly line of Private Access Road;

RUNNING THENCE the following seven (7) courses along the Northerly line of said
Private Access Road:

1) North 51 degrees 30 minutes 00 seconds West a distance of 121.73 feet to an
iron pipe set;
2) North 55 degrees 45 minutes 00 seconds West a distance of 270.68 feet to an
iron pipe set;
3) North 15 degrees 33 minutes 00 seconds East a distance of 29.15 feet to an
iron pipe set;
4) North 66 degrees 34 minutes 00 seconds West a distance of 56.33 feet to a
railroad spike set;
5) North 66 degrees 15 minutes 00 seconds West a distance of 129.02 feet to an
iron pipe set;
6) North 66 degrees 15 minutes 00 seconds West a distance of 130.00 feet to an
iron pipe set;
7) North 67 degrees 58 minutes 00 seconds West a distance of 100.00 feet to the
point and place of BEGINNING.

TOGETHER WITH AN easement of ingress & egress over the private access road
sixteen feet wide

                                       2


                                  Parcel III
                                  ----------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Plattsburgh, County of Clinton and State of New York being further
described as follows:

BEGINNING at an iron pipe set in the Easterly railroad margin of Delaware and
Hudson Railroad, said iron pipe being located a direct tie of North 23 degrees
53 minutes 42 seconds East 2854.73 feet from the intersection of the centerlines
of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 18 degrees 59 minutes 00 seconds East along the Easterly
margin of Delaware Hudson Railroad, a distance of 284.00 feet to an iron pipe
set;

RUNNING THENCE South 71 degrees 01 minutes 02 seconds East a distance of 88.05
feet to a point in the low water line of Lake Champlain as digitized from
available maps;

RUNNING THENCE South 00 degrees 48 minutes 43 seconds East along said low water
line a distance of 45.06 feet to a point;

RUNNING THENCE South 58 degrees 08 minutes 28 seconds East into the waters of
Lake Champlain, a distance of 398.80 feet to a point;

RUNNING THENCE North 17 degrees 33 minutes 31 seconds East a distance of 67.99
feet to a point;

RUNNING THENCE South 72 degrees 26 minutes 29 seconds East a distance of 12.00
feet to a point;

RUNNING THENCE South 17 degrees 33 minutes 31 seconds West a distance of 71.05
feet to a point;

RUNNING THENCE South 58 degrees 08 minutes 29 seconds East a distance of 33.82
feet to a point;

RUNNING THENCE South 31 degrees 53 minutes 02 seconds West a distance of 29.99
feet to a point;

RUNNING THENCE North 58 degrees 09 minutes 44 seconds West a distance of 26.17
feet to a point;

RUNNING THENCE South 17 degrees 33 minutes 31 seconds West a distance of 71.05
feet to a point;

RUNNING THENCE North 72 degrees 26 minutes 29 seconds West a distance of 12.00
feet to a point;

                                       3


RUNNING THENCE North 17 degrees 33 minutes 31 seconds East a distance of 71.05
feet to a point;

RUNNING THENCE North 58 degrees 08 minutes 29 seconds West a distance of 386.71
feet to a point on the low water line as digitized from available maps;

RUNNING THENCE along said low water line a distance of 208.16 feet to a point
being located a direct tie of South 16 degrees 27 minutes 01 seconds West 205.10
feet from the last mentioned point of the low water line;

RUNNING THENCE North 71 degrees 01 minutes 02 seconds West a distance of 125.00
feet to the point and place of BEGINNING.

                                       4


                                   Parcel IV
                                   ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City and Town of Plattsburgh, County of Clinton and State of New York being
further described as follows:

BEGINNING at an iron pipe set in the Easterly highway limits of United States
Avenue (U.S. Route 9), said iron pipe also being located a direct tie of North
05 degrees 23 minutes 29 seconds East 2769.83 feet from the intersection of the
centerline of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 07 degrees 02 minutes 53 seconds East a distance of 81.79
feet to a point;

RUNNING THENCE along a curve to the right having a radius of 955.40 feet an arc
length distance of 463.18 feet to a railroad spike set at the intersection of
the Easterly highway limits of United States Avenue (U.S. Route 9) and the
Southerly line of a Private Access Road to Lake Champlain, said railroad spike
being located a direct tie of North 20 degrees 35 minutes 17 seconds East 458.66
feet from the last mentioned point in the Easterly highway limits of United
State Avenue (U.S. Route 9);

RUNNING THENCE along the Southerly line of said Private Access Road the
following three (3) courses

1) South 69 degrees 36 minutes 54 seconds East a distance of 315.11 feet to a
railroad spike set;
2) South 45 degrees 28 minutes 54 seconds East a distance of 78.43 feet to a
railroad spike set;
3) South 58 degrees 51 minutes 54 seconds East a distance of 22.27 feet to an
iron pipe set;

RUNNING THENCE and leaving said Southerly line of Public Access Road, South 12
degrees 01 minutes 06 seconds West a distance of 141.77 feet to an iron pipe
set;

RUNNING THENCE North 77 degrees 58 minutes 54 seconds West a distance of 40.74
feet to an iron pipe set;

RUNNING THENCE South 04 degrees 33 minutes 06 seconds West a distance of 491.10
feet to an iron pipe set;

RUNNING THENCE North 81 degrees 39 minutes 54 seconds West a distance of 278.10
feet to an iron pipe set;

RUNNING THENCE North 09 degrees 40 minutes 06 seconds East a distance of 219.30
feet to an iron pipe set;

RUNNING THENCE North 81 degrees 33 minutes 09 seconds West a distance of 197.15
feet to the point and place of BEGINNING.

TOGETHER WITH AN easement of ingress & egress over the private access road
sixteen feet wide in so far as the same adjoins the northerly line of the
premises.

                                       5


                                   Parcel V
                                   --------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City and Town of Plattsburgh, County of Clinton and State of New York being
further described as follows:

BEGINNING at an iron pipe set in the Easterly highway limits of United States
Avenue (U.S. Route 9), said iron pipe being located a direct tie of North 05
degrees 11 minutes 01 seconds East 2342.12 feet from the intersection of the
centerlines of United States Avenue (U.S. Route 9) and railroad tracts;

RUNNING THENCE North 04 degrees 31 minutes 30 seconds along the Easterly highway
limits of United States Avenue (U.S. Route 9) a distance of 88.00 feet to an
iron pipe set;

RUNNING THENCE South 85 degrees 58 minutes 13 seconds East a distance of 188.59
feet to an iron pipe set;

RUNNING THENCE South 09 degrees 40 minutes 20 seconds West a distance of 102.00
feet to an iron pipe set;

RUNNING THENCE South 81 degrees 37 minutes 57 seconds East a distance of 334.93
feet to an iron pipe set;

RUNNING THENCE South 79 degrees 12 minutes 01 seconds East a distance of 200.19
feet to an iron pipe set in the Westerly railroad margin to Delaware and Hudson
Railroad;

RUNNING THENCE South 18 degrees 59 minutes 00 seconds West along the Westerly
railroad margin of Delaware and Hudson Railroad, a distance of 410.00 feet to an
iron pipe set;

RUNNING THENCE North 79 degrees 12 minutes 02 seconds West a distance of 171.85
feet to an iron pipe set;

RUNNING THENCE North 79 degrees 41 minutes 12 seconds West a distance of 6.00
feet to an iron pipe set;

RUNNING THENCE North 04 degrees 56 minutes 05 seconds East a distance of 25.00
feet to an iron pipe set;

RUNNING THENCE North 18 degrees 58 minutes 58 seconds East a distance of 372.40
feet to an iron pipe set;

RUNNING THENCE North 81 degrees 37 minutes 57 seconds West a distance of 383.54
feet to an iron pipe set;

RUNNING THENCE North 06 degrees 48 minutes 46 seconds East a distance of 12.98
feet to an iron pipe set;

                                       6


RUNNING THENCE North 81 degrees 39 minutes 40 seconds West a distance of 144.76
feet to the point and place of BEGINNING.

                                       7


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
Ogdensburg, County of St. Lawrence and State of New York, bounded and described
as follow:

BEGINNING at a point in the Northwest margin of Riverside Avenue where the same
is intersected by the Northeast margin of Franklin Street, and

RUNNING THENCE from the point of beginning North 17 degrees 42 minutes 30
seconds West along said Northeast margin of Franklin Street, to a point in the
shoreline of the St.  Lawrence River;

RUNNING THENCE Northeasterly along said shoreline, Northerly and Northeasterly,
along a retaining wall and shoreline, as it winds and turns, to a point that is
North 41 degrees 11 minutes East 505.37 feet from the last described point;

RUNNING THENCE South 20 degrees 03 minutes 20 seconds East, passing through a
utility pole on line, 670.66 feet to a point in the first mentioned Northwest
margin of Riverside Avenue, said point being North 20 degrees 03 minutes 20
seconds West 11.25 feet from a manhole;

RUNNING THENCE South 71 degrees 16 minutes 30 seconds West along said margin
116.43 feet to a point;

RUNNING THENCE South 18 degrees 43 minutes 30 seconds East continuing along said
margin, 10.00 feet to a point;

RUNNING THENCE South 71 degrees 16 minutes 30 seconds West, continuing along
said margin, 344.00 feet to the point and place of BEGINNING.

                                       8


                            Schedule A Description

ALL that certain plot, piece, or parcel of land, with the buildings and
improvements thereon erected, situate, lying, and being in the Town of Hastings,
County of Oswego and State of New York, BEING a part of the Barnett J. Statts
Patent, and bounded and described us follows:

BEGINNING at a stone monument located on a radial line through station 2,
797+17.1 of the Barge Canal and 400 feet Northerly from its center line;

RUNNING THENCE Easterly on a curve with a radius of 1237.38 feet parallel to
said center line 31.85 feet more or less to a stone monument;

RUNNING THENCE North 83 degrees 34 minutes East along the Northerly line of the
Barge Canal 884.1 feet more or less to the West line of lands of the New York
Central Railroad Company;

RUNNING THENCE Northerly along the West line of said Railroad Company's land 295
feet more or less to the South line of the highway running from Brewerton to
Caughdenoy;

RUNNING THENCE Westerly along said South line of said highway 975.71 feet more
or less to the East line of the lands now or formerly owned by Sarah C. Walrath;

RUNNING THENCE South 10 degrees 41 minutes West course along said property line
354 feet to the point and place of BEGINNING.

IT IS the intention to include all the lands bounded on the South by the lands
of the State of New York, on the East by lands of the New York Central Railroad
Company, on the North by the highway leading from Brewerton to Caughdenoy, and
on the West by lands now or formerly owned by Sarah C. Walrath.

EXCEPTING, THEREFROM, ALL that certain plot, piece, or parcel of land, with the
buildings and improvements thereon erected, situate, lying, and being in the
Town of Hastings, County of Oswego and State of New York, described as follows:

BEGINNING at the point in the Southerly side of the highway running from
Brewerton to Caughdenoy distant 605 feet Southeasterly from the Northeast corner
of lands now or formerly owned by Sarah C. Walrath, measured along the Southerly
line of said highway;

RUNNING THENCE South 84 degrees 10 minutes East along the Southerly side of said
highway to an angle in said highway, now or formerly monumented by an iron pipe,
a distance of 172.2 feet;

RUNNING THENCE with an included angle of 181 degrees 53 minutes and continuing
along the Southerly line of said highway South 86 degrees 03 minutes East a
distance of 198.31 feet to the Westerly line of lands of The New York Central
Railroad Company;

RUNNING THENCE in a Southerly direction along the Westerly line of lands of The
New York Railroad Company a distance of 295 feet more or less to the Northerly
line of the Barge Canal;

RUNNING THENCE South 88 degrees 34 minutes West along the Northerly line of the
Barge Canal a distance of approximately 265 feet to a point in other lands of
Socony-Vacuum Oil Company, Incorporated distant 225 feet Easterly measured along
a course forming a right angle with the Easterly line of land conveyed by
Socony-Vacuum Oil Company, Incorporated to Karl G. Timmerman by deed dated
December 3, 1940;

RUNNING THENCE North 03 degrees 41 minutes 09 seconds East along other land of
Socony-Vacuum Oil Company, Incorporated and parallel with and distant 225 feet
Easterly from the Easterly line of land conveyed to Karl G. Timmerman by said
deed dated December 3, 1940, a distance of approximately 275 feet to the point
and place of BEGINNING.


ALSO EXCEPTING the property conveyed by Buckley Petroleum Products, Inc. to New
York Transit Company, Inc., dated October 10, 1963 and recorded in the Oswego
County Clerk's Office on October 28, 1963 in Liber 668 of Deeds, page 189, and
described as follows:

ALL that certain plot, piece, or parcel of land, with the buildings and
improvements thereon erected, situate, lying, and being in the Town of Hastings,
County of Oswego and State of New York, being part of the Barnett J. Statts
Patent and being more particularly bounded and described as follows:

BEGINNING at an iron pipe in the Southerly line of the Caughdenoy-Brewerton
Road, South 84 degrees 10 minutes East along said Southerly line, 304.92 feet
from an iron pipe in the division line between lands of Buckley Petroleum
Products, Inc., and lands now or formerly owner by Sarah C. Walrath;

RUNNING THENCE South 84 degrees 10 minutes East along said Southerly road line,
90 feet to an iron pipe;

RUNNING THENCE South 06 degrees 11 minutes 20 seconds West 100 feet to an iron
pipe;

RUNNING THENCE North 83 degrees 48 minutes 40 seconds West to an iron pipe;

RUNNING THENCE North 06 degrees 11 minutes 20 seconds East 99.94 feet to the
point and place of BEGINNING.  Containing 0.207 acres of land.

BEING THE same premises conveyed to the Grantor by deed of Buckley Petroleum,
Inc., dated August 28, 1967 and recorded in the Oswego County Clerk's Office in
Liber 699 of Deeds at page 947.

SUBJECT TO Covenants, Restrictions, Easements, Licenses, Liens, Agreements,
Reservations and Leases of record, if any, and to rights, if any, which any
exist by reason of any part of the above-described premises being below the high
water mark, or under waters of any body of water touched by said premises.

ALSO EXCEPTING the property conveyed by Metropolitan Petroleum Company, Inc., to
Buckeye Pipe Line Company Inc. dated January 31, 1979 and recorded in the Oswego
County Clerk's Office on February 13, 1979 in Book of Deeds No. 824 page 502,
and described as follows:

ALL that certain plot, piece, or parcel of land, with the buildings and
improvements thereon erected, situate, lying, and being in the Village of
Brewerton, Town of Hastings, County of Oswego and State of New York, and bounded
and described as follows;

COMMENCING at the Northwest corner of Buckeye Pipe Line Company's Brewerton
Terminal Property, said corner being on the Southerly right of way line of the
Caughdenoy-Brewerton Road;

RUNNING THENCE Southerly along the West property line of the said Brewerton
Terminal Property, South 06 degrees 11 minutes 20 seconds West, a distance of
99.94 feet to a point which is the Southwest corner of the said Brewerton
Terminal Property;

RUNNING THENCE North 83 degrees 48 minutes 40 seconds West a distance of 50.00
feet to a point;

RUNNING THENCE North 06 degrees 11 minutes 20 seconds East a distance of 99.63
feet to a point on the Southerly right of way line of the said Caughdenoy-
Brewerton Road;

RUNNING THENCE along said road right of way South 84 degrees 10 minutes East a
distance of 50.00 feet to the point and place of BEGINNING.

SAID TRACT contains .114 of an acre of land, more or less.

                                       2


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Brownville, County of Jefferson and State of New York, bounded and
described as follows:

BEGINNING at a point in the centerline of New York State Route 12E, where the
same is intersected by the East line of lands conveyed to Eugene J. Parker by
deed recorded in the Jefferson County Clerk's Office in Liber 816 of Deeds at
page 343, and the West line of the second parcel in a deed from Trapp Oil
Company, Inc. to The Augsbury Corporation dated September 28, 1977, and recorded
in Liber 885 of Deeds at page 506, said point of beginning further being South
07 degrees 57 minutes West 24.8 feet from an existing iron pipe;

RUNNING THENCE North 07 degrees 57 minutes East passing through said iron pipe,
to and along a fence line, along the dividing line between Parker, on the west,
and The Augsbury Corporation, on the east, 127.70 feet to a point on the
Southwest margin of the lands of former New York Central Railroad Company (Cape
Vincent Branch), said point formerly having been marked by an iron pipe;

RUNNING THENCE South 78 degrees 19 minutes East along said margin 198.3 feet to
its intersection with the west line of lands of Brownville Cemetery Association
(Liber 352 Page 243);

RUNNING THENCE South 06 degrees 42 minutes West along said West line and along
the East line of the aforementioned second parcel conveyed to The Augsbury
Corporation, 139.8 feet to an iron pipe in the South margin of the
aforementioned New York State Route 12E at the intersection of said margin with
the East line of the first parcel in the aforementioned deed to The Augsbury
Corporation and the West line of lands conveyed to June R. McCartin (Liber 932,
page 20);

RUNNING THENCE South 06 degrees 42 minutes West along the division line between
McCartin, on the east, and The Augsbury Corporation, on the west, 321.41 feet to
a point formerly marked by a cross cut in rock;

RUNNING THENCE and continuing on the same bearing South 06 degrees 42 minutes
West 34 feet, plus or minus, to a point on top of the bank of Black River;

RUNNING THENCE Westerly along the top of said bank, as it winds and turns, to
its intersection with the west line of said lands conveyed to The Augsbury
Corporation and the east line of the first mentioned lands conveyed to Eugene J.
Parker (Liber 816 page 343), said point being South 06 degrees 42 minutes West
18 feet, plus or minus, from a point formerly marked by a cross cut in rock;

RUNNING THENCE North 06 degrees 42 minutes East 18 feet, plus or minus, to said
point, it being North 75 degrees 56 minutes West 128.5 feet from the last
described point formerly marked by a cross cut in rock;


RUNNING THENCE and continuing on the same bearing North 06 degrees 42 minutes
East, continuing along the division line between Parker, on the west, and The
Augsbury Corporation, on the east, 332.7 feet to a point in the centerline of
the aforementioned New York State Route 12E that is North 06 degrees 42 minutes
East 25.6 feet from an iron pipe;

RUNNING THENCE North 82 degrees 03 minutes West along said centerline, 72.9 feet
to the point and place of BEGINNING.

                                       2


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the City of Plattsburgh, County of Clinton, State of New York, and bounded and
described as follows:

BEGINNING at a 3/4" rebar set in the Easterly line of Delaware and Hudson
Railroad Company lands at the assumed Northerly bounds of Boynton Avenue, said
assumed bounds being 33' from said centerlines;

RUNNING THENCE North 03 degrees 16 minutes 52 seconds West 100.00 feet along the
Easterly bounds of said Delaware and Hudson Railroad Company to a 1- 1/2" iron
pipe found;

RUNNING THENCE South 84 degrees 37 minutes 32 seconds East 101.15 feet along
lands of Georgia-Pacific Corporation to a 3/4" rebar set alongside the
Southeasterly rail of "Industry Track" siding;

RUNNING THENCE South 03 degrees 16 minutes 52 seconds East 101.37 feet along
lands of Georgia-Pacific Corporation to a 3/4" rebar set in pavement in the
assumed Northerly bounds of said Boynton Avenue, said 3/4" rebar being 33'
Northerly of centerline of said Boynton Avenue and also being North 82 degrees
01 minutes 14 seconds West 55.47 feet from a 3/4" rebar found in the approximate
Westerly bounds of a 24' wide Weed Street (Volume 187, Page 418);

RUNNING THENCE North 83 degrees 51 minutes 43 seconds West 101.37 feet along the
assumed Northerly bounds of Boynton Avenue and point and place of BEGINNING.


                                  Schedule A

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Town of Alexandria, County of Jefferson, and State of New York, bounded and
described as follows:

BEGINNING at a point in the centerline of Taylor Road, so called, said point
being North 53 degrees 15 minutes East 155.00 feet and North 75 degrees 55
minutes East 370.70 feet along said center line, from the intersection with the
center line of New York State Route 26, and said point further being South 14
degrees 00 minutes East 24.75 feet from a chiseled cross in rock;

RUNNING THENCE from the point of beginning North 14 degrees 00 minutes West
passing through said cross 565.24 feet to a chiseled cross in rock;

RUNNING THENCE North 18 degrees 39 minutes East 94.28 feet to a chiseled cross
in a 3 foot boulder;

RUNNING THENCE Northeasterly and Southeasterly along the top of a ledge to an
iron pipe, it being South 72 degrees 58 minutes East 215.02 feet from the last
described cross in rock;

RUNNING THENCE South 14 degrees 00 minutes East 24.75 feet to a point on the
center line of Taylor Road;

RUNNING THENCE South 76 degrees 00 minutes West along said center line 235.10
feet to the point and place of BEGINNING.


                              SCHEDULE A, NO. 13

                                                                     Page l of 1

     a certain parcel of land with the buildings thereon situated in said
Winchester, being Lot B as shown on ___________ "Plot of Land, Winchester,
Mass., dated June 1951, Parker Holbrook, Eng.", recorded with Middlesex South
District Deeds at the end of Book 7866, bonded and described as follows:

          Southerly by Swanton Street, sixty (60) feet;
          Westerly by Lot A as shown on said plan, two hundred twenty-one and
                    85/100 (221.85) feet;
          Northerly by land of The Grief Brothers Cooperage Co. as shown on said
                    plan, sixty (60) feet;
          Easterly by land of owners unknown and by land of Aberjona Civic
                    Association, Inc. two hundred twenty-one and 24/100 (221.24)
                    feet.

          Containing 13321 square feet according to said plan.

There is excepted and excluded from the above described parcel of land so much
thereof as was taken by The Commonwealth of Massachusetts for the widening of
Swanton Street by instrument dated November 16, 1954, recorded Book 8365, Page
492.

Also subject to easement granted to James E. Violante by instrument dated
January 15, 1952, recorded February 8, 1952, Book 7861, Page 587.

Being the same premises conveyed to Fitzgerald Fuel Company Inc. by deed from
Catherine DeTeso dated February 1, 1955, recorded in Book 8414, Page 496.


                                 SCHEDULE "A"

                                 PARCEL NO. I

A certain parcel of land with the buildings thereon situated in that part of
Boston formerly Dorchester, in the County of Suffolk, Massachusetts, and bounded
and described as follows:

SOUTHWESTERLY            by the northeasterly line of Neponset Avenue eighty-one
                         and 62/100 (81.62) feet;
NORTHWESTERLY            by the southeasterly line of Taylor Street, one hundred
                         twenty-eight and 90/100 (128.90) feet;
NORTHEASTERLY            by land formerly of Henry P. Oakman, one hundred
                         sixteen and 30/100 (116.30) feet; and
SOUTHEASTERLY            by land now or formerly of the N.Y.N.H.& H.R.R.Co. one
                         hundred fifty-four and 58/100 (154.58) feet.

Said parcel is shown as lot 1 on plan hereinafter mentioned.
                        --------

Also, another certain parcel of land situated in said Boston, and bounded:
- ----

SOUTHWESTERLY            by land now or formerly of the Commonwealth of
                         Massachusetts and by the northeasterly line of Neponset
                         Avenue, two hundred and 61/100 (200.61) feet;
NORTHWESTERLY            by land now or formerly of the N.Y.N.H.& H.R.R.Co. one
                         hundred sixty and 84/100 (160.84) feet;
NORTHEASTERLY            by land now or formerly of the Frost Coal Company two
                         hundred one and 81/100 (201.81) feet; and
SOUTHEASTERLY            by the Neponset River.

Said parcel is shown as lot 2 on said plan.
                        -----

All of said boundaries except the water line are determined by the Land Court
for said Commonwealth to be located as shown on plan #9034-A, which is filed
with Certificate of Title #22534, the same being compiled from a plan drawn by
William E. Hannan, C.E., dated August 12, 1922, and additional data on file in
the Land Registration Office, all as modified and approved by the Court.

                                 PARCEL NO. II

The land with the buildings thereon situated in the Neponset Section of said
Boston, and being bounded and described as follows:

Beginning at a point, said point being S 61 degrees 01' 14" E a distance of
sixty-three and 57/100 (63.57) feet from the intersection of the northeasterly
side line of Land Court parcel #9034A and the southeasterly side line of Taylor
Street, said intersection being also the most northeasterly corner of said Land
Court Parcel, and running N 28 degrees 55' 55" E a distance of ninety-three and
78/100 (93.78) feet along the southeasterly side of Lot A as shown on plan by
Ernest W. Branch, C.E., dated June 5, 1934, to a point;

thence turning and running S 60 degrees 51' 35" E a distance of sixty-seven and
64/100 (67.64) feet along the southwesterly side of land now or formerly of
Henry B. Oakman, to a point in the center line of track of the Milton Branch of
the Old Colony Railroad as originally laid out;

thence turning and running in a northeasterly and northerly direction by a
curved line, curving to the left of radius four hundred nine and 50/100 (409.50)
feet, a distance of two hundred sixty-four and 78/100 (264.78) feet along the
said center line of track to a point;

thence turning and running N 67 degrees 42' 25" W a distance of forty-three and
30/100 (43.30) feet to a point in the southeasterly side line of Taylor Street;


thence turning and running N 28 degrees 55' 55" E a distance of forty-three and
90/100 (43.90) feet along the said southeasterly side line of Taylor Street to a
point, said point being the intersection of the center line of a right of way
with the said southeasterly side line of Taylor Street;

thence turning and running along the said center line of a right of way S 39
degrees 54' 19" E a distance of fifty-nine and 06/100 (59.06) feet to a point on
the easterly side line of the right of way of the Milton Branch of the Old
Colony Railroad;

thence turning in a northeasterly direction and running along the said easterly
side line of the right of way of the Hilton Branch of the Old Colony Railroad by
a curved line, curving to the left of radius four hundred twenty-nine and 90/100
(429.90) feet, thirty-nine and 57/100 (39.57) feet to a point;

thence turning and running S 59 degrees 55' 11" E a distance of fifty-four and
84/100 (54.84) feet to a point;

thence turning and running N 50 degrees 05' 41" E a distance of twenty-three and
48/100 (23.48) feet to a point in the southwesterly side line of the right of
way of the Old Colony Railroad (Maine Line);

thence turning and running S 49 degrees 47' 27" E a distance of three hundred
thirty eight and 45/100 (338.45) feet more or less along the said southwesterly
side line of the Old Colony Railroad (Maine Line) right of way to a point;

thence turning and running S 54 degrees 25' 40" W a distance of nineteen and
75/100 (19.75) feet more or less along the northwesterly side of the Neponset
River to a point;

thence turning and running S 40 degrees 19' 11" W a distance of one hundred nine
and 36/100 (109.36) feet along said Neponset River to a point;

thence turning and running S 51 degrees 21' 11" a distance of ninety-nine (99)
feet along said Neponset River to a point;

thence turning and running S 43 degrees 50' 07" a distance of sixty-two and
80/100 (62.80) feet along said Neponset River to a point;

thence turning and running N 61 degrees 01' 14" W a distance of two hundred
seventy-eight and 90/100 (278.90) feet to the point of beginning.

All of said land is subject to any and all easements and rights of way of record
in the hands of other parties and entitled to the benefit of the easements or
rights of way of record running with this land.

          EXCEPTING from the above described Parcels Nos. I and II such property
taken by condemnation by the Commonwealth of Massachusetts by Order dated May
23, 1968 and recorded May 27, 1968 in the Suffolk County Registry of Deeds,
enumerated Parcels Nos. 1, 2 and 6 on a plan entitled "Commonwealth of
Massachusetts, Metropolitan District Commission, Parks Division, William T.
Morrissey Boulevard, Neponset Bridge, Boston, Plan of Takings and Easements, * *
* Oct. 1967, Benjamin W. Fink, Director of Park Engineering, Charles A. Maguire
& Associates, Consulting Engineers, Boston, Mass.," being plan accession number
44400X-V.T., which said plan was recorded in the said Suffolk Registry of Deeds
concurrently with the said order of taking.

                                PARCEL NO. III

          ALL THAT CERTAIN PARCEL of land in Boston, Suffolk County,
Massachusetts, being further described as follows:

          BEGINNING at a point on the northeasterly 1969 location line of
William T. Morrissey Boulevard, Neponset Bridge, at its intersection with the
southeasterly boundary line of

                                       2


land now or formerly of the Pittston Company, said land being a portion of Lot 1
as shown on Land Court plan number 9034A;
          Thence running northeasterly, by said southeasterly boundary line, by
a curve to the left having a radius of 1085.23 feet, an arc distance of 119.64
feet to the easterly corner of said lot l;
          Thence running by the northeasterly boundary line of said Lot 1, N 61
degrees 24' 32" W a distance of 3.14 feet to a point;
          Thence running northeasterly, by land now or formerly of Metropolitan
Coal Company, by a curve to the left having radius of 1082.13 feet, an arc
distance of 24.71 feet, to a point of compound curvature;
          Thence running northeasterly and northerly, in part by said land now
or formerly of the Metropolitan Coal Company, and in part by land of owners
undesignated, by a curve to the left having a radius of 399.90 feet, an arc
distance of 427.90 feet to a point on the southwesterly right of way line of the
Massachusetts Bay Transportation Authority, South Shore Project;
          Thence running by said southwesterly right of way line S 40 degrees
10' 16" E, a distance of 6.53 feet, to an angle point;
          Thence running by said right of way line S 47 degrees 16' 32" E, a
distance of 60.23 feet, to a point at land now or formerly of the Metropolitan
Coal Company;
          Thence running southerly and southwesterly, by said land, by a curve
to the right having a radius of 429.90 feet, an arc distance of 398.17 feet to a
point of compound curvature;

          Thence running southwesterly, by said land, by a curve to the right
having a radius of 1112.13 feet, an arc distance of 20.l4 feet to a point at
land now or formerly of the Pittston Company, being Lot 2 as shown on Land Court
Plan 9034A;

          Thence running by the northeasterly boundary line of said Lot 2 N 61
degrees 24' 32" W, a distance of 2.94 feet to the northerly corner of said Lot
2;

          Thence running southwesterly, by the northwesterly boundary line of
said Lot 2, by a curve to the right having a radius of 1109.23 feet, an arc
distance of 123.15 feet, to a point on the northeasterly 1969 location line of
William T. Morrissey Boulevard;

          Thence running by said location line, N 53 degrees 02' 22" W, a
distance of 24.22 feet to the point of beginning.

The above described premises are shown as a parcel of land with an area of
15,911 square feet of land, more or less, as shown on a "Plan of Land in Boston,
Mass.  (Dorchester District), dated January 14, 1974", New England Survey
Service Inc., Civil Engineers and Surveyors, recorded herewith.

                                       3


                                   EXHIBIT B

                                FINAL PROFORMA


                                Atlantic Fuels
                         Financial Analysis Worksheet
                               Closing Pro Forma



- ----------------------------------------------------------------------------------------------------------------------------------
1.           Year                                    #. $.%          0        check        Q1        Q2        Q3         Q4
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
2.   Purchase Price/Land Value                                      (2100.0)       0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
3.   Income/Expense:
- ----------------------------------------------------------------------------------------------------------------------------------
4.    Income Net                                        $0.00           4.2        0.0       27.1      18.1
- ----------------------------------------------------------------------------------------------------------------------------------
5.    Operating Expenses and Taxes                                    (54.4)       0.0      (21.1)    (21.1)    (21.1)     (21.1)
- ----------------------------------------------------------------------------------------------------------------------------------
6.   Net Operating Income                                             (50.2)       0.0        6.0      (3.0)    (21.1)     (21.1)
- ----------------------------------------------------------------------------------------------------------------------------------
7.   Capital Reserve                                     0.00%          0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
8.   Capital Improvements (Construction):
- ----------------------------------------------------------------------------------------------------------------------------------
9.    Tenant Improvements                                               0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
10.   Building Improvements                                             0.0        0.0      (50.0)   (210.0)
- ----------------------------------------------------------------------------------------------------------------------------------
11.   Remediation O & M                                                 0.0        0.0     (142.0)   (226.0)   (186.0)       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
12.  Total Capital Improvements (Construction)                          0.0        0.0     (192.0)   (430.0)   (186.0)       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
13.  Points/Fees:
- ----------------------------------------------------------------------------------------------------------------------------------
14.   Brokerage Fees (lease)                              0.00%         0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
15.   Financing - Land/Construction Points                0.00%         0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
16.   Asset Management/Managing Mem. Fee                  0.00%         0.0        0.0       (6.0)     (6.0)     (6.0)      (6.0)
- ----------------------------------------------------------------------------------------------------------------------------------
17.   Design/Engineer Fees                                0.00%         0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
18.   Development Fee                                                   0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
19.   Professional Fees (Accounts, Legal, etc)                        (75.0)       0.0       (7.5)     (7.5)     (7.5)      (7.5)
- ----------------------------------------------------------------------------------------------------------------------------------
20.   Legal Fees (lender)                                             (16.9)       0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
21.   Underwriting Fees                                   2.00%       (42.0)       0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
22.   Remediation Management Fee                          5.00%         0.0        0.0       (7.1)    (11.3)     (9.3)       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
23.   Acquisition Fee                                     0.00%         0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
24.   Finders Fee                                         0.50%       (12.5)       0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
25.  Total Points/Fees                                               (146.4)       0.0      (20.6)    (24.8)    (22.8)     (13.5)
- ----------------------------------------------------------------------------------------------------------------------------------
26.  Other
- ----------------------------------------------------------------------------------------------------------------------------------
27.  Closing Costs                                       0.00%        (71.9)       0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
28.  Construction Period Interest Expense                0.00%          0.0        0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
29.  Stop-Loss insurance                                 4.92%        (65.0)       0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
30.  Real estate pollution insurance                                 (271.0)       0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
31.  Surplus lines tax                                                (10.8)       0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
32.  Property insurance                                               (20.0)       0.0       15.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
33.  Site Investigation                                              (225.0)       0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
34.  Site Management                                                    0.0        0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
35.  Security                                                           0.0        0.0        0.0       0.0
- ----------------------------------------------------------------------------------------------------------------------------------
36.  Contingency                                         5.00%          0.0        0.0      (25.0)    (25.0)    (25.0)     (25.0)
- ----------------------------------------------------------------------------------------------------------------------------------
37.  Total Other                                                     (663.6)       0.0      (10.0)    (25.0)    (25.0)     (25.0)
- ----------------------------------------------------------------------------------------------------------------------------------
38.  Land Sale                                                          0.0        0.0     1535.0    4400.0     565.0      350.0
- ----------------------------------------------------------------------------------------------------------------------------------
39.  Property Sale                                       0.00%          0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
40.  Brokerage Fees (sale)                            Various           0.0        0.0      (92.4)      0.0     (43.7)     (28.0)
- ----------------------------------------------------------------------------------------------------------------------------------
41.  Closing Costs (including transfer & mtg tax)                       0.0        0.0      (12.0)    (77.1)     (4.0)      (5.0)
- ----------------------------------------------------------------------------------------------------------------------------------
42.  Future RO&M                                                        0.0        0.0     (434.0)   (100.0)    (67.0)    (167.0)
- ----------------------------------------------------------------------------------------------------------------------------------
43.  Future remediation management fee                   5.00%          0.0        0.0      (21.7)     (5.0)     (3.4)      (8.4)
- ----------------------------------------------------------------------------------------------------------------------------------
44.  Sales Total                                                        0.0        0.0      974.9    4217.9     447.0      141.7
- ----------------------------------------------------------------------------------------------------------------------------------
45.  Total Transactions                                             (2960.2)       0.0      758.3    3729.1     192.0       82.0
- ----------------------------------------------------------------------------------------------------------------------------------
46.  Non-Cash Transactions                                              0.0        0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
47.  Cash Flow/IRR Before Debt                                      (2960.2)       0.0      758.3    3729.1     192.0       82.0
- ----------------------------------------------------------------------------------------------------------------------------------
48.
- ----------------------------------------------------------------------------------------------------------------------------------
49.  Sales                                                              0.0        0.0      974.9    4217.9     447.0      141.7
- ----------------------------------------------------------------------------------------------------------------------------------
50.  Expenses                                                       (2960.2)       0.0     (216.6)   (488.8)   (254.9)     (59.6)
- ----------------------------------------------------------------------------------------------------------------------------------
51.  Net profit before interest expense                             (2960.2)       0.0      758.3    3729.1     192.0       82.0
- ----------------------------------------------------------------------------------------------------------------------------------
52.  Interest expense                                                   0.0        0.0      (56.2)      0.0       0.0        0.0
- ----------------------------------------------------------------------------------------------------------------------------------
53.  Net Profit                                                     (2960.2)       0.0      702.2    3729.1     192.0       82.0
- ----------------------------------------------------------------------------------------------------------------------------------
54.  Remediation and other noncash items                              264.2        0.0      455.7     105.0      70.4      175.4
- ----------------------------------------------------------------------------------------------------------------------------------
55.  Net cash flow before debt service                              (2696.0)       0.0     1157.9    3834.1     262.4      257.4
- ----------------------------------------------------------------------------------------------------------------------------------
56.  Debt service (principal)                                        2500.0        0.0     (974.9)
- ----------------------------------------------------------------------------------------------------------------------------------
57.  Debt service (principal)                                                             (1525.1)
- ----------------------------------------------------------------------------------------------------------------------------------
58.  Net cash flow before profit sharing                             (196.0)       0.0    (1342.1)   3834.1     262.4     257.4
- ----------------------------------------------------------------------------------------------------------------------------------
59.  Profit sharing                                      2.00%        (14.0)       0.0        0.0       0.0       0.0     (20.9)
- ----------------------------------------------------------------------------------------------------------------------------------
60.  Net cash flow                                                   (210.0)       0.0    (1342.1)   3834.1     262.4     236.4
- ----------------------------------------------------------------------------------------------------------------------------------
61.
- ----------------------------------------------------------------------------------------------------------------------------------
62.  Notes/Assumptions:
- ----------------------------------------------------------------------------------------------------------------------------------
63.  Pre-sale
- ----------------------------------------------------------------------------------------------------------------------------------
64.  Post-sale
- ----------------------------------------------------------------------------------------------------------------------------------
65.  Total
- ----------------------------------------------------------------------------------------------------------------------------------
66.
- ----------------------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------------------------
1.           Year                                      1          2            3             Total
- -----------------------------------------------------------------------------------------------------
                                                                         
2.   Purchase Price/Land Value                         0.0         0.0          0.0          (2100.0)
- -----------------------------------------------------------------------------------------------------
3.   Income/Expense:
- -----------------------------------------------------------------------------------------------------
4.   Income Net                                      45.2         0.0          0.0             49.4
- -----------------------------------------------------------------------------------------------------
5.   Operating Expenses and Taxes                   (84.5)        0.0          0.0           (138.9)
- -----------------------------------------------------------------------------------------------------
6.   Net Operating Income                           (39.3)        0.0          0.0            (89.5)
- -----------------------------------------------------------------------------------------------------
7.   Capital Reserve                                  0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
8.   Capital Improvements (Construction):
- -----------------------------------------------------------------------------------------------------
9.   Tenant Improvements                              0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
10.  Building Improvements                         (260.0)        0.0          0.0           (260.0)
- -----------------------------------------------------------------------------------------------------
11.  Remediation O & M                             (554.0)        0.0          0.0           (554.0)
- -----------------------------------------------------------------------------------------------------
12.  Total Capital Improvements (Construction)     (814.0)        0.0          0.0           (814.0)
- -----------------------------------------------------------------------------------------------------
13.  Points/Fees:
- -----------------------------------------------------------------------------------------------------
14.  Brokerage Fees (lease)                           0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
15.  Financing - Land/Construction Points                         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
16.  Asset Management/Managing Mem. Fee             (24.0)        0.0          0.0            (24.0)
- -----------------------------------------------------------------------------------------------------
17.  Design/Engineer Fees                             0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
18.  Development Fee                                  0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
19.  Professional Fees (Accounts, Legal, etc)       (30.0)        0.0          0.0           (105.0)
- -----------------------------------------------------------------------------------------------------
20.  Legal Fees (lender)                              0.0         0.0          0.0            (16.9)
- -----------------------------------------------------------------------------------------------------
21.  Underwriting Fees                                0.0         0.0          0.0            (42.0)
- -----------------------------------------------------------------------------------------------------
22.  Remediation Management Fee                     (27.7)        0.0          0.0            (27.7)
- -----------------------------------------------------------------------------------------------------
23.  Acquisition Fee                                  0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
24.  Finders Fee                                      0.0         0.0          0.0            (12.5)
- -----------------------------------------------------------------------------------------------------
25.  Total Points/Fees                              (81.7)        0.0          0.0           (228.1)
- -----------------------------------------------------------------------------------------------------
26.  Other
- -----------------------------------------------------------------------------------------------------
27.  Closing Costs                                    0.0         0.0          0.0            (71.9)
- -----------------------------------------------------------------------------------------------------
28.  Construction Period Interest Expense             0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
29.  Stop-Loss insurance                              0.0         0.0          0.0            (65.0)
- -----------------------------------------------------------------------------------------------------
30.  Real estate pollution insurance                  0.0         0.0          0.0           (271.0)
- -----------------------------------------------------------------------------------------------------
31.  Surplus lines tax                                0.0         0.0          0.0            (10.8)
- -----------------------------------------------------------------------------------------------------
32.  Property insurance                              15.0         0.0          0.0             (5.0)
- -----------------------------------------------------------------------------------------------------
33.  Site Investigation                               0.0         0.0          0.0           (225.0)
- -----------------------------------------------------------------------------------------------------
34.  Site Management                                  0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
35.  Security                                         0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
36.  Contingency                                   (100.0)        0.0          0.0           (100.0)
- -----------------------------------------------------------------------------------------------------
37.  Total Other                                    (85.0)        0.0          0.0           (748.6)
- -----------------------------------------------------------------------------------------------------
38.  Land Sale                                     6850.0         0.0          0.0           6850.0
- -----------------------------------------------------------------------------------------------------
39.  Property Sale                                    0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
40.  Brokerage Fees (sale)                         (164.1)        0.0          0.0           (164.1)
- -----------------------------------------------------------------------------------------------------
41.  Closing Costs (including transfer & mtg tax)   (98.1)        0.0          0.0            (98.1)
- -----------------------------------------------------------------------------------------------------
42.  Future RO&M                                   (768.0)        0.0          0.0           (768.0)
- -----------------------------------------------------------------------------------------------------
43.  Future remediation management fee              (38.4)        0.0          0.0            (38.4)
- -----------------------------------------------------------------------------------------------------
44.  Sales Total                                   5781.4         0.0          0.0           5781.4
- -----------------------------------------------------------------------------------------------------
45.  Total Transactions                            4761.4         0.0          0.0           1801.2
- -----------------------------------------------------------------------------------------------------
46.  Non-cash Transactions                            0.0         0.0          0.0              0.0
- -----------------------------------------------------------------------------------------------------
47.  Cash Flow/IRR Before Debt                     4761.4         0.0          0.0          1,801.2
- -----------------------------------------------------------------------------------------------------
48.
- -----------------------------------------------------------------------------------------------------
49.  Sales                                         5781.4         0.0          0.0           5781.4
- -----------------------------------------------------------------------------------------------------
50.  Expenses                                     (1020.0)        0.0          0.0          (3980.3)
- -----------------------------------------------------------------------------------------------------
51.  Net profit before interest expense            4761.4         0.0          0.0          1,801.2
- -----------------------------------------------------------------------------------------------------
52.  Interest expense                               (56.2)        0.0          0.0            (56.2)
- -----------------------------------------------------------------------------------------------------
53.  Net Profit                                    4705.3         0.0          0.0          1,745.0
- -----------------------------------------------------------------------------------------------------
54.  Remediation and other noncash items            806.4     (1070.6)         0.0              0.0
- -----------------------------------------------------------------------------------------------------
55.  Net cash flow before debt service             5511.7     (1070.6)         0.0          1,745.0
- -----------------------------------------------------------------------------------------------------
56.  Debt service (principal)                     (2500.0)                                      0.0
- -----------------------------------------------------------------------------------------------------
57.  Debt service (principal)
- -----------------------------------------------------------------------------------------------------
58.  Net cash flow before profit sharing           3011.7     (1070.6)         0.0          1,745.0
- -----------------------------------------------------------------------------------------------------
59.  Profit sharing                                 (20.9)        0.0          0.0            (34.9)
- -----------------------------------------------------------------------------------------------------
60.  Net cash flow                                 2990.7     (1070.6)         0.0          1,710.1
- -----------------------------------------------------------------------------------------------------
61.
- -----------------------------------------------------------------------------------------------------
62.  Notes/Assumptions:                                                     Rem Mgt Fee Remediation
- -----------------------------------------------------------------------------------------------------
63.  Pre-sale                                                                (27.7)          (554.0)
- -----------------------------------------------------------------------------------------------------
64.  Post-sale                                                               (38.4)          (768.0)
- -----------------------------------------------------------------------------------------------------
65.  Total                                                                   (66.1)        (1,322.0)
- -----------------------------------------------------------------------------------------------------
66.
- -----------------------------------------------------------------------------------------------------



                                Atlantic Fuels
                         Financial Analysis Worksheet
                               Closing Pro Forma




- ---------------------------------------------------------------------------------------------------------------------------------
72                Year                                #.$.%         0         Check       Q1         Q2        Q3           Q4
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
73   Equity Balance                                    0.00%        0.0
- ---------------------------------------------------------------------------------------------------------------------------------
74   Funding/Loan Balance                            100.00%     2500.0                  974.9
- ---------------------------------------------------------------------------------------------------------------------------------
75   Interest Rate                                     9.00%
- ---------------------------------------------------------------------------------------------------------------------------------
76   Amortization (Years)
- ---------------------------------------------------------------------------------------------------------------------------------
77.  Payment Made:
- ---------------------------------------------------------------------------------------------------------------------------------
78.   Interest                                                                            56.2
- ---------------------------------------------------------------------------------------------------------------------------------
79.   Principal (Equity)
- ---------------------------------------------------------------------------------------------------------------------------------
80.
- ---------------------------------------------------------------------------------------------------------------------------------
81.  Beginning cash                                                 0.0                    0.0        183.0     4017.1     4279.4
- ---------------------------------------------------------------------------------------------------------------------------------
82.  Net cash flow before profit sharing                         (210.0)        0.0    (1342.1)      3834.1      262.4      236.4
- ---------------------------------------------------------------------------------------------------------------------------------
83.  Capital infusion - CSF
- ---------------------------------------------------------------------------------------------------------------------------------
84.  Capital infusion - LandBank                                  210.0                 1525.1
- ---------------------------------------------------------------------------------------------------------------------------------
85.  Distribution - CSF
- ---------------------------------------------------------------------------------------------------------------------------------
86.  Distributions - Landbank
- ---------------------------------------------------------------------------------------------------------------------------------
87.  Ending cash                                                    0.0         0.0      183.0       4017.1     4279.4     4515.9
- ---------------------------------------------------------------------------------------------------------------------------------
88.
- ---------------------------------------------------------------------------------------------------------------------------------
89.  Finders fee                                        300.0
- ---------------------------------------------------------------------------------------------------------------------------------
90.
- ---------------------------------------------------------------------------------------------------------------------------------
91.  CSF return on investment                            12%                               0.0          0.0        0.0        0.0
- ---------------------------------------------------------------------------------------------------------------------------------
92.  CSF return of investment
- ---------------------------------------------------------------------------------------------------------------------------------
93.  LandBank return on investment                       12%                               6.3          6.5        6.7        6.9
- ---------------------------------------------------------------------------------------------------------------------------------
94.  LandBank return of investment
- ---------------------------------------------------------------------------------------------------------------------------------
95.  Residual after return on investment and ROI
- ---------------------------------------------------------------------------------------------------------------------------------
96.  CSF share of residual                                0%
- ---------------------------------------------------------------------------------------------------------------------------------
97.  LandBank share of residual                         100%
- ---------------------------------------------------------------------------------------------------------------------------------
98.  Remaining
- ---------------------------------------------------------------------------------------------------------------------------------
99.  Total return on LandBank                           0.0
- ---------------------------------------------------------------------------------------------------------------------------------
100. Quarterly compounded return - LB                 163.6%                             709.9      1,000.3
- ---------------------------------------------------------------------------------------------------------------------------------
101. Total return to CSF
- ---------------------------------------------------------------------------------------------------------------------------------
102. Quarterly compounded return - CSF                163.6%                               0.0          0.0
- ---------------------------------------------------------------------------------------------------------------------------------
103.
- ---------------------------------------------------------------------------------------------------------------------------------
104. Year                                             #.$.%         0         Check         Q1         Q2        Q3          Q4
- ---------------------------------------------------------------------------------------------------------------------------------
105. Venture return to LandBank
- ---------------------------------------------------------------------------------------------------------------------------------
106. AM/MM fee contribution                            40.0%
- ---------------------------------------------------------------------------------------------------------------------------------
107. Underwriting fees contribution                    75.0%
- ---------------------------------------------------------------------------------------------------------------------------------
108. Remediation mgt fees contribution                 40.0%
- ---------------------------------------------------------------------------------------------------------------------------------
109. Acquisition fee contribution                      75.0%
- ---------------------------------------------------------------------------------------------------------------------------------
110. Finders fee
- ---------------------------------------------------------------------------------------------------------------------------------
111. Total return to LandBank                           0.0
- ---------------------------------------------------------------------------------------------------------------------------------
112. Quarterly compounded return - LB                 169.1%                             733.7      1,044.0
- ---------------------------------------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------
72   Year                                                 1         2          3        Total
- ----------------------------------------------------------------------------------------------
71   Year                                                 1         2          3        Total
- ----------------------------------------------------------------------------------------------
                                                                           
72   Equity Balance
- ----------------------------------------------------------------------------------------------
74   Funding/Loan Balance
- ----------------------------------------------------------------------------------------------
75   Interest Rate
- ----------------------------------------------------------------------------------------------
76   Amortization (Years)
- ----------------------------------------------------------------------------------------------
77.  Payment Made:
- ----------------------------------------------------------------------------------------------
78.   Interest                                           56.2
- ----------------------------------------------------------------------------------------------
79.   Principal (Equity)                               2500.0
- ----------------------------------------------------------------------------------------------
80.
- ----------------------------------------------------------------------------------------------
81.  Beginning cash                                       0.0     4515.8     3,445.2       0.0
- ----------------------------------------------------------------------------------------------
82.  Net cash flow before profit sharing               2990.7    (1070.6)        0.0   1,710.1
- ----------------------------------------------------------------------------------------------
83.  Capital infusion - CSF                               0.0        0.0         0.0       0.0
- ----------------------------------------------------------------------------------------------
84.  Capital infusion - LandBank                       1525.1                          1,735.1
- ----------------------------------------------------------------------------------------------
85.  Distribution - CSF                                   0.0                              0.0
- ----------------------------------------------------------------------------------------------
86.  Distributions - Landbank                             0.0                              0.0
- ----------------------------------------------------------------------------------------------
87.  Ending cash                                       4515.8     3445.2      3445.2    3445.2
- ----------------------------------------------------------------------------------------------
88.
- ----------------------------------------------------------------------------------------------
89.  Finders fee
- ----------------------------------------------------------------------------------------------
90.                                                                                    3,445.2
- ----------------------------------------------------------------------------------------------
91.  CSF return on investment                             0.0                              0.0
- ----------------------------------------------------------------------------------------------
92.  CSF return of investment                                                              0.0
- ----------------------------------------------------------------------------------------------
93.  LandBank return on investment                       26.4                             26.4
- ----------------------------------------------------------------------------------------------
94.  LandBank return of investment                                                     1,735.1
- ----------------------------------------------------------------------------------------------
95.  Residual after return on investment and ROI                                       1,683.8
- ----------------------------------------------------------------------------------------------
96.  CSF share of residual                                                                 0.0
- ----------------------------------------------------------------------------------------------
97.  LandBank share of residual                                                        1,683.8
- ----------------------------------------------------------------------------------------------
98.  Remaining                                                                             0.0
- ----------------------------------------------------------------------------------------------
99.  Total return on LandBank                                                          1,710.1
- ----------------------------------------------------------------------------------------------
100. Quarterly compounded return - LB                                                  1,710.1
- ----------------------------------------------------------------------------------------------
101. Total return to CSF                                                                   0.0
- ----------------------------------------------------------------------------------------------
102. Quarterly compounded return - CSF                                                     0.0
- ----------------------------------------------------------------------------------------------
103.
- ----------------------------------------------------------------------------------------------
104. Year                                                 1         2          3        Total
- ----------------------------------------------------------------------------------------------
105. Venture return to LandBank                                                        1,710.1
- ----------------------------------------------------------------------------------------------
106. AM/MM fee contribution                                                                9.6
- ----------------------------------------------------------------------------------------------
107. Underwriting fees contribution                                                       31.5
- ----------------------------------------------------------------------------------------------
108. Remediation mgt fees contribution                                                    26.4
- ----------------------------------------------------------------------------------------------
109. Acquisition fee contribution                                                          0.0
- ----------------------------------------------------------------------------------------------
110. Finders fee
- -------------------------------------------------------------------------------------
111. Total return to LandBank                                                          1,777.7
- ----------------------------------------------------------------------------------------------
112. Quarterly compounded return - LB                                                  1,777.7
- ----------------------------------------------------------------------------------------------




                                   EXHIBIT C

                          AFMC INSURANCE REQUIREMENTS


          (c)  Insurance.  As partial security for the indemnification
               ---------
obligations provided for hereunder, Purchaser shall obtain from United National
Insurance Company and produce at Closing, and with all premiums fully paid as of
the Closing, insurance policies providing coverages that are substantively
identical to coverages provided in the Remediation Project Insurance Policy in
the form of Exhibit 5 hereto, and the Real Estate Pollution Policy in the form
of Exhibit 6 hereto.  In addition, Purchaser shall maintain in effect for the
benefit of itself and Seller an Errors and Omissions insurance policy in the
form of Exhibit 7 hereto.  The Remediation Project Insurance Policy shall cover
all of the Premises.  A Real Estate Pollution Policy shall be issued for each of
the Properties except that a single policy shall be issued for Alexandria Bay,
Saranac Lake, Boynton Avenue, Pottsdam, Brownville and Winchester, collectively.
For each of the foregoing Properties, a separate Real Estate Pollution Policy
may later be issued based on future buyer interest.  The Remediation Project
Insurance Policy shall remain in effect until all Remedial Action has been
completed.  The Real Estate Pollution Policies shall have a one (1) year term,
with nine (9) years of extended reporting coverage.  These policies can be
renewed annually by Purchaser or future owners which would provide a continuing
ten (10) year window of coverage.  The Errors and Omissions policy shall be
renewed
                                       2


annually to remain in effect for ten (10) years from the Closing Date.

          Such policies of insurance shall:

          (i)    be non-cancelable by the insurer, and shall be freely
transferable by the insured (except that any transferee shall not be permitted
to introduce new or additional Hazardous Materials to the Premises).

          (ii)   include Seller and its directors, officers, employees, agents
and shareholders as insureds and shall specifically refer to and provide
coverage for, Purchaser's Environmental Obligations set forth in this Section
20.

          (iii)  provide for minimum policy limits as set forth in Exhibit 8,
annexed hereto;

          Environmental Liabilities assumed by Purchaser shall also include
liability for any unknown Environmental Condition.

          This Section 20 and Purchaser's obligations hereunder shall survive
Closing, and solely as to the conduct of Purchaser's due diligence activities,
any earlier termination of this Contract.

                                       3


                                   EXHIBIT D

                             ADDRESSES FOR NOTICES


Company:                 NORTHEAST RESTORATION COMPANY, LLC
                         12345 West Alameda Parkway, Suite 208
                         Lakewood, CO 80228
                         Attention:  William P. Lynott
                         Fax:  (303) 763-5700

LBEP:                    LANDBANK ENVIRONMENTAL PROPERTIES LLC
                         12345 W. Alameda Parkway, Suite 208
                         Lakewood, CO 80228
                         Attention:  William P. Lynott
                         Fax:  (303) 763-5700

with copies to:          IT CORPORATION
                         2790 Mosside Blvd.
                         Monroeville, PA 15146-2792
                         Attention:  James Redwine, Esq.
                         Fax:  (412) 858-3997

and                      TUTTLE & TAYLOR, A Law Corporation
                         355 South Grand Avenue, 40th Floor
                         Los Angeles, CA 90071-3102
                         Attention:  Thomas I. Dupuis, Esq.
                         Fax:  (213) 683-0225

EX-3.51

                                                                    EXHIBIT 3.51

                         CERTIFICATE OF INCORPORATION

                                      OF

                             PHR ACQUISITION CORP.


                                   ARTICLE I

                              NAME OF CORPORATION

                       The name of this corporation is:

                             PHR ACQUISITION CORP.

                                  ARTICLE II

                               REGISTERED OFFICE

     The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington 19805, County of New
Castle and the name of its registered agent at that address is Corporation
Service Company.

                                  ARTICLE III

                                    PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                                  ARTICLE IV

                           AUTHORIZED CAPITAL STOCK

     The corporation shall be authorized to issue one class of stock to be
designated Common Stock; the total number of shares which the corporation shall
have authority to issue is one thousand (1,000), and each such share shall have
a par value of one cent ($0.01).

                                   ARTICLE V

                                 INCORPORATOR

     The name and mailing address of the incorporator of the corporation is:


          Lisa Harding

          c/o National Corporate Research, LTD.

          9 East Loockerman Street

          Dover, Delaware 19901

                                  ARTICLE VI

                         BOARD POWER REGARDING BYLAWS

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind the bylaws of the corporation.

                                  ARTICLE VII

                             ELECTION OF DIRECTORS

     Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.

                                 ARTICLE VIII

                       LIMITATION OF DIRECTOR LIABILITY

     To the fullest extent permitted by the Delaware General Corporation Law as
the same exists or may hereafter be amended, a director of the corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director.  If the Delaware General Corporation Law
is amended after the date of the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended from time to time.  No repeal or
modification of this Article VIII by the stockholders shall adversely affect any
right or protection of a director of the corporation existing by virtue of this
Article VIII at the time of such repeal or modification.

                                  ARTICLE IX

                                CORPORATE POWER

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.


                                   ARTICLE X

                      CREDITOR COMPROMISE OR ARRANGEMENT

     Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs.  If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation to do business both within and without the State of
Delaware, and in pursuance of the Delaware General Corporation Law, does make
and file this Certificate.

Dated:  May 7, 1997

                                    /s/ Lisa Harding
                                    ------------------------------

                                    Lisa Harding, Incorporator


                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                             PHR ACQUISITION CORP.

                           (a Delaware corporation)


     David C. McMurtry hereby certifies as follows:

     FIRST:  He is the President of PHR Acquisition Corp., a Delaware
corporation (the "Corporation").

     SECOND:  Article I of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:

     "The name of this corporation is:

     PHR Environmental Consultants, Inc."

     THIRD:  The foregoing amendment of the Certificate of Incorporation of the
Corporation has been duly approved by the sole stockholder of the Corporation by
written consent in accordance with Sections 228 and 242 of the Delaware General
Corporation Law.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by David C. McMurtry, its President, as of the 9th day of
May, 1997.


                                    /s/ David C. McMurtry
                                    -------------------------------------
                                    David C. McMurtry, President

EX-3.52

                                                                    EXHIBIT 3.52


                             PHR ACQUISITION CORP.
                             ---------------------

                           (a Delaware corporation)

                                    BYLAWS



                                   ARTICLE I

                                    Offices

          SECTION 1.01  Registered Office.  The registered office of PHR
                        -----------------
Acquisition Corp. (hereinafter called the "Corporation") in the State of
Delaware shall be at 1013 Centre Road, City of Wilmington, County of New Castle,
and the name of the registered agent in charge thereof shall be Corporation
Service Company.

          SECTION 1.02  Other Offices.  The Corporation may also have an office
                        -------------
or offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

                                  ARTICLE II

                           Meetings of Stockholders

          SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of
                        ---------------
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

          SECTION 2.02  Special Meetings.  A special meeting of the stockholders
                        ----------------
for the transaction of any proper business may be called at any time by the
Board or by the President.

          SECTION 2.03  Place of Meetings.  All meetings of the stockholders
                        -----------------
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.

          SECTION 2.04  Notice of Meetings.  Except as otherwise required by
                        ------------------
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the


Corporation for such purpose or, if he shall not have furnished to the Secretary
his address for such purpose, then at his post office address last known to the
Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable, or wireless. Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except as a stockholder who
shall attend such 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. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

          SECTION 2.05  Quorum.  Except in the case of any meeting for the
                        ------
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof.  In the absence of a
quorum at any meeting or any adjournment thereof, a majority in voting interest
of the stockholders present in person or by proxy and entitled to vote thereat
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time.  At any such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally called.

          SECTION 2.06  Voting.
                        ------

          (a)  Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

               (i)  on the date fixed pursuant to Section 6.05 of these Bylaws
     as the record date for the determination of stockholders entitled to notice
     of and to vote at such meeting, or

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

          (b)  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 in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor

                                       2


be counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.

          (c)  Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period.  The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy.  At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

          SECTION 2.07  List of Stockholders.  The Secretary 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
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.

          SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                        ------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges

                                       3


need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.

          SECTION 2.09  Action Without Meeting.  Any action required to be taken
                        ----------------------
at any annual or special meeting of stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may 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 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.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                  ARTICLE III

                              Board of Directors

          SECTION 3.01  General Powers.  The property, business and affairs of
                        --------------
the Corporation shall be managed by the Board.

          SECTION 3.02  Number and Term of Office.  The number of directors of
                        -------------------------
the corporation shall be one (1).  Directors need not be stockholders.  Each of
the directors of the Corporation shall hold office until his successor shall
have been duly elected and shall qualify or until he shall resign or shall have
been removed in the manner hereinafter provided.

          SECTION 3.03  Election of Directors.  The directors shall be elected
                        ---------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

          SECTION 3.04  Resignations.  Any director of the Corporation may
                        ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the
                        ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum.  Each director so chosen to fill a
vacancy shall hold office until his successor shall have been elected and shall
qualify or until he shall resign or shall have been removed in the manner
hereinafter provided.

          SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                        ---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the

                                       4


meeting or in the notice or a waiver of notice of any such meeting. Directors
may participate in any regular or special meeting of the Board by means of
conference telephone or similar communications equipment pursuant to which all
persons participating in the meeting of the Board can hear each other, and such
participation shall constitute presence in person at such meeting.

          SECTION 3.07  First Meeting.  The Board shall meet as soon as
                        -------------
practicable after each annual election of directors and notice of such first
meeting shall not be required.

          SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be
                        ----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

          SECTION 3.09  Special Meetings.  Special meetings of the Board of
                        ----------------
Directors may be called at any time, and for any purpose permitted by law, by
the President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of Delaware designated by the person or
persons calling the meeting.

          SECTION 3.10  Notice.  Notice of the time, place and purpose of any
                        ------
special meeting shall be given to the Directors by the Secretary, or in case of
his absence, refusal or inability to act, by any other officer.  Any such notice
may be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

          Except where otherwise required by law or by these Bylaws, notice of
the purpose of a special meeting need not be given.  Notice of any meeting of
the Board shall not be required to be given to any director who is present at
such meeting, except a director who shall attend such 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.

          SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise
                        ---------------------------
provided in these Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present.  In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present.  Notice of any adjourned meeting need not be given.  The
directors shall act only as a Board, and the individual directors shall have no
power as such.

                                       5


          SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

          SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                        --------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

          SECTION 3.14  Compensation.  The directors shall receive only such
                        ------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

          SECTION 3.15  Committees.  The Board may, by resolution passed by a
                        ----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.

                                  ARTICLE IV

                                   Officers

          SECTION 4.01  Number.  The officers of the Corporation shall be a
                        ------
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Chief Financial Officer
or Treasurer.  A Chief Executive Officer may be elected by the Board, if the
Board determines such officer is necessary to the Corporation.

          SECTION 4.02  Election, Term of Office and Qualifications.  The
                        -------------------------------------------
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be elected annually by the Board at the
first meeting thereof held after the election thereof.

                                       6


Each officer shall hold office until his successor shall have been duly chosen
and shall qualify or until his resignation or removal in the manner hereinafter
provided.

          SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to
                        -------------------------------------
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

          SECTION 4.04  Removal.  Any officer, assistant, agent or employee of
                        -------
the Corporation may be removed, with or without cause, at any time:  (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

          SECTION 4.05  Resignations.  Any officer or assistant may resign at
                        ------------
any time by giving written notice of his resignation to the Board or the
Secretary of the Corporation.  Any such resignation shall take effect at the
time specified therein, or, if the time be not specified, upon receipt thereof
by the Board or the Secretary, as the case may be; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                        ---------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

          SECTION 4.07  The President.  The President of the Corporation shall
                        -------------
be the chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

          SECTION 4.08  The Vice Presidents.  Each Vice President shall have
                        -------------------
such powers and perform such duties as the Board may from time to time
prescribe.  At the request of the President, or in case of the President's
absence or inability to act upon the request of the Board, a Vice President
shall perform the duties of the President and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.

          SECTION 4.09  The Secretary.  The Secretary shall, if present, record
                        -------------
the proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all

                                       7


documents to be executed on behalf of the Corporation under its seal; and, in
general, he shall perform all the duties incident to the office of Secretary and
such other duties as may from time to time be assigned to him by the Board.

          SECTION 4.10  The Chief Financial Officer or Treasurer.  The Chief
                        ----------------------------------------
Financial Officer or Treasurer shall have the general care and custody of the
funds and securities of the Corporation, and shall deposit all such funds in the
name of the Corporation in such banks, trust companies or other depositories as
shall be selected by the Board.  He shall receive, and give receipts for, moneys
due and payable to the Corporation from any source whatsoever.  He shall
exercise general supervision over expenditures and disbursements made by
officers, agents and employees of the Corporation and the preparation of such
records and reports in connection therewith as may be necessary or desirable.
He shall, in general, perform all other duties incident to the office of Chief
Financial Officer and such other duties as from time to time may be assigned to
him by the Board.

          SECTION 4.11  Compensation.  The compensation of the officers of the
                        ------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation.  Nothing contained
herein shall preclude any officer from serving the Corporation, or any
subsidiary corporation, in any other capacity and receiving proper compensation
therefor.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

          SECTION 5.01  Execution of Contracts.  The Board, except as in these
                        ----------------------
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

          SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other orders
                        -------------------
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board.  Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

          SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                        --------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the

                                       8


Corporation to whom such power shall have been delegated by the Board. For the
purpose of deposit and for the purpose of collection for the account of the
Corporation, the President, any Vice President or the Chief Financial Officer or
Treasurer (or any other officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation who shall from time to time
be determined by the Board) may endorse, assign and deliver checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation.

          SECTION 5.04  General and Special Bank Accounts.  The Board may from
                        ---------------------------------
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                  ARTICLE VI

                           Shares and Their Transfer

          SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                        ----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him.  The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Chief Financial Officer, a Treasurer or an Assistant Treasurer.  Any of
or all of the signatures on the certificates may be a facsimile.  In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue.  A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation.  Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.

          SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                        ------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon.  The person in whose name shares of stock stand on the books
of

                                       9


the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.  Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

          SECTION 6.03  Regulations.  The Board may make such rules and
                        -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

          SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates.  In
                        ---------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

          SECTION 6.05  Fixing Date for Determination of Stockholders of Record.
                        -------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                  ARTICLE VII

                                Indemnification

          SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                        -------------------------------------------------
Corporation.  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 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

                                       10


or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he 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 his 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 which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

          SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.
                        ----------------------------------------------------
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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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.

          SECTION 7.03  Determination of Right of Indemnification.  Any
                        -----------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02.  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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

          SECTION 7.04  Indemnification Against Expenses of Successful Party.
                        ----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                                       11


          SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                        ----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

          SECTION 7.06  Other Rights and Remedies.  The indemnification provided
                        -------------------------
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                        ---------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

          SECTION 7.08  Constituent Corporations.  For the purposes of this
                        ------------------------
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.

          SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                        ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- -------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.

                                       12


                                 ARTICLE VIII

                                 Miscellaneous

          SECTION 8.01  Seal.  The Board shall provide a corporate seal, which
                        ----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

          SECTION 8.02  Waiver of Notices.  Whenever notice is required to be
                        -----------------
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 8.03  Amendments.  These Bylaws, or any of them, may be
                        ----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the stockholders, at any annual
meeting of stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       13

EX-3.53

                                                                    Exhibit 3.53

                           CERTIFICATE OF FORMATION

                                      OF

                           THE DORCHESTER GROUP, LLC



     1.  The name of the limited liability company is The Dorchester Group, LLC.

     2.  The address of the registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle.  The name of its registered agent is The Corporation Trust
Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of The Dorchester Group, LLC this 15th day of October, 1998.

                         The Dorchester Group, LLC
                              By: Northeast Restoration Company, LLC, Member
                              By: LandBank Environmental Properties, LLC,
                                     Managing Member
                              By: LandBank, Inc., Managing Member


                              By: /s/  James M. Redwine
                                  ---------------------------------
                                       James M. Redwine
                                       Assistant Secretary

EX-3.54

                                                                    Exhibit 3.54


                      LIMITED LIABILITY COMPANY AGREEMENT

                                      FOR

                           THE DORCHESTER GROUP, LLC

                     A DELAWARE LIMITED LIABILITY COMPANY

          This Limited Liability Company Agreement for THE DORCHESTER GROUP,
LLC, a Delaware limited liability company (the "Agreement") is made as of
                                                ---------
October 14, 1998, by and between NORTHEAST RESTORATION COMPANY, LLC, a Delaware
limited liability company (the "Member"), and LANDBANK ENVIRONMENTAL PROPERTIES
                                ------
LLC, a Delaware limited liability company (the "Manager").
                                                -------

          NOW, THEREFORE, the Member and the Manager hereby adopt this Limited
Liability Company Agreement for the Company upon the terms and subject to the
conditions set forth herein.

                                  ARTICLE I.

                                  DEFINITIONS

          As used in this Agreement, the following terms shall have the
following meanings:

          1.1  "Act" shall mean the Delaware Limited Liability Company Act as
                ---
set forth in Chapter 18 (commencing with Section 18-101) of the General
Corporation Law of the State of Delaware (or any corresponding provision or
provisions of any succeeding law).

          1.2  "Affiliate" or "affiliate" shall mean any individual,
                ---------      ---------
partnership, corporation, trust or other entity or association, directly or
indirectly, through one or more intermediaries, controlling, controlled by, or
under common control with a person.  The term "control," as used in the
immediately preceding sentence, means, with respect to a corporation or limited
liability company, the right to exercise, directly or indirectly, more than
fifty percent (50.0%) of the voting rights attributable to the controlled
corporation or limited liability company, and, with respect to any individual,
partnership, trust, other entity or association, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled individual or entity.

          1.3  "AFMC" shall mean AFMC Inc., a Delaware corporation.
                ----

                                       1


          1.4  "AFMC Agreement" shall mean that certain Contract of Sale between
                --------------
LandBank and AFMC dated as of August 12, 1998, for the purchase of the Property.

          1.5  "Agreement" or "this Agreement" means the limited liability
                ---------      --------------
company agreement of the Company as adopted herein and as may be further amended
from time to time as permitted hereunder.

          1.6  "AI" shall mean Arsenault Investments LLC, a Colorado limited
                --
liability company, and its successors in interest.

          1.7  "Capital Contribution" shall mean the amount of cash or the
                --------------------
agreed fair market value of other property contributed to the Company by a
Member and credited to the Member's Capital Account as provided in Article 3
hereof.

          1.8  "Cash Flow" shall mean the cash flow of the Company that is
                ---------
available for distribution to the Member and which, as to any particular Fiscal
Year or portion thereof, consists of the gross revenues of the Company,
including any Capital Contributions made by a Member to the Company, less (i)
the aggregate amount of all costs paid by the Company during such fiscal period
for the operations of the Company, including, without limitation, payments of
any fees or costs to a Member or its Affiliates as permitted herein, all
payments required under the Loan Documents, and all other operating costs of the
Company, and less (ii) all reserves required to complete the Restoration of the
Properties, and other appropriate reserves for the anticipated costs of the
Company.

          1.9  "Certificate" shall mean the Certificate of Formation for the
                -----------
Company originally filed with the Delaware Secretary of State and as amended
from time to time.

          1.10 "Closing" shall mean the closing of the acquisition of the
                -------
Properties by the Company in accordance with the AFMC Agreement.

          1.11 "Code" shall mean the Internal Revenue Code of 1986, as amended
                ----
from time to time, and the provisions of succeeding law.

          1.12 "Company" shall mean The Dorchester Group, LLC, a Delaware
                -------
limited liability company.

          1.13 "Fiscal Year" shall mean the Company's fiscal year, which shall
                -----------
be the calendar year or, at the option of the Manager, a 52/53 week year.

                                       2


          1.14  "Insurance Underwriting Fee" shall mean the fee payable to LBEP,
                 --------------------------
in the amount provided in Section 5.5.1 hereof.

          1.15  "LandBank" shall mean LandBank, Inc., a Delaware corporation,
                 --------
and its successors in interest.

          1.16  "LandBank Services" shall mean the tasks which LBEP agrees to
                 -----------------
undertake with respect to the Project, which shall include the following:  (i)
environmental due diligence prior to purchase of the Property; (ii) real estate
due diligence prior to purchase of the Property; (iii) underwriting and
placement of environmental insurance policies; (iv) development of all plans
required to complete remediation; (v) oversight of cleanup activities; (vi)
preparing a cash flow model and critical path for the Project; (vii) designing
and implementing an exit strategy for each Property; (viii) directing and
managing the sale of the Property; (ix) performing all management and
administrative functions of the Company; and (x) engaging attorneys,
accountants, and other professionals on behalf of the Company as may be
necessary to perform the tasks mentioned in (i) - (ix).

          1.17  "LBEP" shall mean LandBank Environmental Properties LLC, a
                 ----
Delaware limited liability company, and its successors in interest.

          1.18  "Loan" shall mean that certain loan in the original principal
                 ----
amount of $2,500,000 made by Arsenault Acquisitions Corporation, a Colorado
corporation, to Northeast.

          1.19  "Loan Documents" shall mean the promissory note and all other
                 --------------
documents evidencing or securing the Loan.

          1.20  "Manager" shall mean LBEP or its successor pursuant to Section
                 -------
5.6 hereof.

          1.21  "Member" shall mean Northeast, and any other person from time to
                 ------
time who may be admitted to the Company as a Member in accordance with the
Certificate and this Agreement or is a permitted assignee who has become a
Member in accordance with Article 4, and who has not resigned, withdrawn, been
expelled or, if other than an individual, dissolved.

          1.22  "Northeast" shall mean Northeast Restoration Company, LLC, a
                 ---------
Delaware limited liability company, and its successors in interest.

          1.23  "Option Agreement" shall mean that certain Option Agreement
                 ----------------
between Northeast and AI dated November 17, 1998, pursuant to which AI may elect
to become a member of Northeast on the terms set forth therein.

                                       3


          1.24  "Project" shall mean the Properties and the improvements thereon
                 -------
and the personal property used in connection therewith, including all
entitlements related thereto, and the Company's planned remediation and sale of
such real property.

          1.25  "Project Budget" shall mean the most recently updated and
                 --------------
approved Project Budget as provided in Section 5.2 hereof.

          1.26  "Property" and "Properties" shall mean each and all of the
                 --------       ----------
parcels of real property to be acquired by the Company pursuant to the AFMC
Agreement, more particularly described in Exhibit A attached hereto.
                                          ---------

          1.27  "Remediation Management Fee" shall mean the fee payable to the
                 --------------------------
Manager for the LandBank Services in supervising any and all environmental
remediation on the Property, in the amount provided in Section 5.5.2 hereof.

          1.28  "Restoration" shall mean the environmental remediation of the
                 -----------
Properties, including without limitation, moving and handling of contaminated
soil, and obtaining a "no further action" letter (or its equivalent) from the
applicable governmental agency or agencies exercising environmental jurisdiction
over the Properties.

          1.29  "Term" shall have the meaning ascribed to it in Section 2.2
                 ----
hereof.

          1.30  "Treasury Regulations" shall, unless the context clearly
                 --------------------
indicates otherwise, mean the final or temporary regulations in force at any
moment in time that have been issued by the U.S. Department of Treasury pursuant
to its authority under the Code.

                                  ARTICLE II.

                            ORGANIZATIONAL MATTERS

          2.1   Name.  The name of the Company shall be "The Dorchester Group,
                ----                                     ---------------------
LLC."  The Company may conduct business under that name or any other name
- ---
approved by the Member.

          2.2   Term.  The Term of the Company shall commence on the date of
                ----
filing the Company's Certificate with the Delaware Secretary of State and shall
end on August 12, 2028, unless extended or unless sooner terminated pursuant to
this Agreement.

          2.3   Office and Agent.  The Company shall continuously maintain an
                ----------------
office and registered agent in the State of Delaware as required by the Act. The
registered agent and registered office of the Company shall be:  The Corporation
Trust Company,

                                       4


Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 or such other
agent or location as the Manager may deem necessary or desirable.

          2.4  Business of the Company.  The Company is organized and shall
               -----------------------
operate solely to engage in the following business:  (i) to acquire, own, hold
for investment, remediate, restore, finance, manage, sell, lease, dispose of and
otherwise deal with, and realize the economic benefit from, the Project; and
(ii) to engage in any other lawful activities directly related to the foregoing
business as may be necessary or advisable in the reasonable opinion of the
Member to further such business. Such activities shall include specifically the
following:  managing the required remediation of each of the Properties; placing
the environmental insurance to manage the liabilities and financial risks
resulting from ownership and cleanup of the Properties; developing an exit
strategy for each Property; and negotiating the sale and selling the Properties.
The Company shall not engage in any other business other than the foregoing
without the consent of the Member, which consent may be granted or withheld in
the Member's sole and absolute discretion and is subject to the consent of AI
under the Option Agreement.

                                 ARTICLE III.

                             CAPITAL CONTRIBUTIONS

          3.1  Capital Contributions.  As its initial Capital Contribution to
               ---------------------
the Company, the Member shall contribute (or cause to be transferred to the
Company by an Affiliate) its and its Affiliates' entire right, title and
interest in and to the Properties, including without limitation all rights under
the AFMC Agreement and the deposit made thereunder with respect to the
Properties. The fair market value of such contribution is agreed to be equal to
the amount of the deposit that the Member has paid under the AFMC Agreement with
respect to the Properties.  The Member in addition may, but shall not be
required to, contribute to the Company any additional funds needed to complete
the purchase of the Property pursuant to the AFMC Agreement, provided that such
AFMC Agreement is not terminated, and additional funds required for the
operation of the Company, all as shown in the Final Proforma or in the approved
Project Budget.

          The Member may make additional Capital Contributions to the Company
from time to time in the Member's sole discretion, but no additional Capital
Contributions are required.  Except as otherwise provided herein, all Capital
Contributions shall be paid in cash.

          3.2  Withdrawal of Capital Contributions.  Subject to any applicable
               -----------------------------------
limitations in the Act, the Member's Capital Contributions and other sums
advanced on behalf of the Company shall be repaid to the Member, in whole or in
part, as provided in Article 6 hereof.

                                       5


                                  ARTICLE IV.

                                    MEMBERS

          4.1  Identification.  Northeast shall be the sole initial Member of
               --------------
the Company. No other person may become a Member except pursuant to a transfer
specifically permitted under and effected in compliance with Section 4.2 of this
Agreement or upon admission of a new Member with the prior written consent of
all of the Members.

          4.2  Transfer; Admission of New Members.  The Member shall have the
               ----------------------------------
right at any time and from time to time to transfer all or any part of its
interest in the Company to any person; provided, however, that any new Member
admitted as a Member of the Company and any transferee of a membership interest
shall have the right to become a new or a substitute Member only if:  (i) the
instrument creating or transferring such membership interest states that such
person shall be admitted as a Member of the Company; (ii) written consent of the
Member and of AI as required under the Option Agreement is given to the
admission of the new or substitute Member; (iii) such person executes an
instrument satisfactory to the Member accepting and adopting the terms and
provisions of this Agreement; and (iv) such person pays any reasonable expenses
of the Company (including, without limitation, reasonable attorneys' fees and
costs) in connection with its admission as a new Member.

          4.3  Member Approval.  No annual or regular meetings of the Members
               ---------------
are required to be held. The approval of any act or other matter by Northeast
shall constitute approval by the Member and by the Company, subject to any
required consent by AI under the Option Agreement.

                                  ARTICLE V.

                MANAGER; MANAGEMENT AND CONTROL OF THE COMPANY

          5.1  Manager.  LBEP shall be the Manager of the Company. As Manager,
               -------
LBEP shall manage the Company on a day-to-day basis and shall provide to the
Company all services not specifically designated in this Agreement to be
provided by another party.

          5.2  Management of the Company.  The Manager shall prepare such
               -------------------------
budget, financial reports and operating plans for the Company as may be required
for the operation of the Company. The Manager shall, subject to the availability
of operating revenues and other cash flow, carry out the business plan and the
Project Budget (hereinafter defined) adopted by the Company and shall supervise
the operations of the Company.  The Manager shall have the authority and
responsibility to manage the Company's business.  The Manager shall use
reasonable efforts to perform its duties under this Article 5 including, without
limitation,

                                       6


employing necessary personnel, on and off-site, to carry on the business of the
Company. The Manager shall devote itself to the business of the Company to the
extent necessary for the efficient carrying on thereof, without compensation
therefor except as provided herein.

          5.2.1  Project Budget.  The Manager shall prepare a Project Budget,
                 --------------
which Project Budget shall provide for revenue and expenses for each phase of
the Company's acquisition, Restoration and disposition of the Project,
containing the items listed in this Section 5.2.1 below.  The Manager shall
include in such Project Budget any amounts to be paid to any person (including
without limitation any Member or Affiliate of a Member) in connection with each
phase of the Project. The Project Budget at a minimum shall contain the
following information:

          (a)    a narrative description of each phase of the acquisition and
Restoration for the Project proposed or expected to be undertaken by the Company
during each Fiscal Year;

          (b)    a development schedule identifying the projected phases of
Restoration for the Project as well as the times for completion of the various
phases of Restoration of the Project and the expenses attributable to each
phase; and

          (c)    a schedule of projected Cash Flow and projected uses of funds
on a Fiscal Year-by-Fiscal Year basis, which schedule shall include any required
Capital Contributions needed by the Company and proposed by the Manager.

          5.2.2  Budget Updates and Approval.  The Manager shall deliver for
                 ---------------------------
review and approval by the Member and by AI pursuant to the Option Agreement a
master schedule setting forth the most current Project Budget for the current
Fiscal Year and the next Fiscal Year (which shall include a schedule for
completion of the various components of the Project), on or before thirty (30)
days after the Closing. Such Project Budget shall include Cash Flow to the
Company at least equal to the net Cash Flow shown in the Final Proforma.
Thereafter, the Manager shall provide to the Member and to AI within two (2)
weeks after the end of each month monthly historical financial statements on an
accrual basis which shall include balance sheet, income statement and statement
of cash flows. The Manager shall update the Project Budget annually for each
succeeding Fiscal Year. After the first Project Budget, an updated Project
Budget shall be prepared no later than November 30th of each Fiscal Year for the
next succeeding Fiscal Year, if necessary. The Manager shall provide a copy of
the Project Budget, and each update thereof, to the Member. The Company shall
spend no amount, and shall incur no obligation, which exceeds the amounts
provided in the approved Project Budget, as updated and approved by the Member
(and by AI as required under the Option Agreement); provided, however, that the
Project Budget shall include a Five Percent (5%) contingency,

                                       7


and expenditures within such contingency amount shall be permitted.

          5.3  LandBank Services.  The Manager shall perform the LandBank
               -----------------
Services for the Company as provided herein. The Manager shall not be entitled
to compensation for the LandBank Services rendered to the Company, except as
provided herein. However, the Company shall pay all costs payable to third
parties in connection with such services.

          5.4  Insurance.
               ---------

               5.4.1  Coverage. The Manager shall cause the Company to be added
                      --------
as an additional insured on its general liability and errors and omissions
policy, so that the Company is in compliance with (i) all requirements of the
AFMC Agreement as set forth in Exhibit B attached hereto, and (ii) all
                               ---------
applicable laws, regulations and requirements. The Company in addition may (but
is not required to) obtain Comprehensive Automobile Liability insurance insuring
Company against liability for claims arising out of the ownership, maintenance
or use of any owned, hired or non-owned vehicles; Property insurance appropriate
to cover loss resulting from destruction of or damage to some, but not all, of
the buildings or structures associated with the Project, with coverage based on
the appropriate level of risk of loss to the Company regarding such selected
buildings or structures; and such additional insurance against other risks of
loss to the Project as, from time to time, may be required by any lender making
a loan to the Company or which may be required by law.

               5.4.2  Management. All policies of insurance shall be treated, in
                      ----------
the appropriate part attributable to the Company, as a cost and expense of the
Company. The Manager shall act on behalf of all named insureds under each of the
insurance policies with respect to all matters pertaining to the insurance
afforded by each of such policies, including the giving and receiving of notice
of cancellation, the payment of premiums and the receiving of returned premiums,
if any, and of such dividends as may be declared by any of the insurance
companies issuing any of such policies.

               5.4.3  Subcontractor Insurance. The Manager shall require by
                      -----------------------
contract that each and every subcontractor and consultant providing services in
connection with the Project shall obtain and maintain insurance, with the
exception of property and stop/loss insurance, that the Manager deems
appropriate for the particular type and amount of contract involved. The Manager
may include any or all subcontractors and consultants under the insurance
maintained by the Manager hereunder with adjustment of coverages and increase in
limits as applicable.

                                       8


               5.4.4  Modifications to Insurance Requirements. The Manager shall
                      ---------------------------------------
review annually the insurance requirements of this Agreement in conjunction with
the Company's insurance broker and obtain increased coverage limits or
additional forms of insurance as are prudent to protect the interests of the
Company and the Members.

          5.5  Managers' Fees.  In addition to any fees payable to LBEP or any
               --------------
Affiliate as may be approved by the Member and by AI as required under the
Option Agreement, the Manager shall receive the following fees for its services
to the Company.

               5.5.1  Insurance Underwriting Fee.  As part of its services, the
                      --------------------------
Manager shall perform environmental underwriting of the insurance for the
Project. At the Closing, the Manager shall be paid an Insurance Underwriting Fee
in the amount of two percent (2%) of the purchase price of the Property.

               5.5.2  Remediation Management Fee.  As part of its services, the
                      --------------------------
Manager shall provide services to the Company in connection with supervising the
Restoration of the Project. The Manager shall be paid a Remediation Management
Fee for such services in the amount of five percent (5%) of any and all costs of
environmental remediation performed on any or all of the Properties; provided,
however, that such Remediation Management Fee payable hereunder shall not exceed
the aggregate such Remediation Management Fee contained in the approved Project
Budget. Such fee shall be payable on the fifteenth 15th day of each month based
on the environmental remediation costs incurred in the immediately preceding
month.

          5.6  Removal and Election of Manager; Resignation.  The Manager may be
               --------------------------------------------
removed by the Member at any time for failure to carry out its duties hereunder;
and the Member at any time may appoint one or more substitute or additional
managers of the Company, subject to the consent of AI as required under the
Option Agreement. The Manager may resign as a manager at any time.

                                  ARTICLE VI.
                          DISTRIBUTIONS; ALLOCATIONS

          6.1  Periodic Distributions by the Company.  Subject to applicable law
               -------------------------------------
and any limitations contained elsewhere in this Agreement and to the allocation
of a portion of the Company's cash to an appropriate reserve for unanticipated
expenses, the Manager shall cause the Company (i) to pay or provide for the
payment of all of its expenses, liabilities and obligations as they become due,
including without limitation any fees that are payable to any Member or any
Affiliate thereof for its services hereunder, and any loan payments that are due
under the Loan Documents or to any other lender, and thereafter (ii) to make

                                       9


cash distributions to the Member from the Cash Flow of the Company. Such cash
distributions shall be made quarterly or more frequently, beginning December 31,
1998.  Except as otherwise provided herein, distributions of Cash Flow to the
Member as provided in (ii) above shall be made to the Member according to the
priorities in this Article 6.

          6.2  Order of Distributions.  After payment of the amounts described
               ----------------------
in Section 6.1 hereof, all distributions of Cash Flow hereunder shall be made to
the Member first to repay its unreturned Capital Contributions, until such
Member has been repaid all of its Capital Contributions, and thereafter to
Northeast as the sole Member of the Company.

          6.3  Allocations of Net Profit and Net Loss.  All net profits and net
               --------------------------------------
losses of the Company and all other items of income, deduction, credit or other
items having effect for tax purposes shall be allocated to Northeast as the sole
Member of the Company.

                                 ARTICLE VII.
                          DISSOLUTION AND WINDING UP

          7.1  Conditions of Dissolution.  The Company shall dissolve upon the
               -------------------------
occurrence of any of the following events:

               7.1.1  Upon the entry of a decree of judicial dissolution;

               7.1.2  Upon the vote of the sole Member (provided, however, that
the Member may not vote to voluntarily dissolve the Company while the Option
Agreement remains in effect);

               7.1.3  Upon the sale of all or substantially all of the assets of
the Company (which shall be subject to the approval of AI as provided in the
Option Agreement); or

               7.1.4  Upon the expiration of the Term (including any extension
thereto, if applicable).

No other event specified in the Act, or otherwise, shall cause the dissolution
of the Company.

          7.2  Winding Up.  Upon the dissolution of the Company, the Company's
               ----------
assets shall be disposed of and its affairs wound up.  The Company shall give
written notice of the commencement of the dissolution to all of its known
creditors.

          7.3  Order of Payment of Liabilities Upon Dissolution.  After
               ------------------------------------------------
determining that all the known debts and liabilities of the Company have been
paid or adequately provided for, all remaining

                                       10


assets of the Company shall be distributed to the Member in accordance with the
provisions of Article 6 hereof.

          7.4  Certificates.  The Company shall file with the Delaware Secretary
               ------------
of State all certificates or other documents required to complete the
dissolution and winding up of the Company's affairs.

                                 ARTICLE VIII.
                                 MISCELLANEOUS

          8.1  Bank Accounts.  The Manager shall maintain the funds of the
               -------------
Company in one or more separate bank accounts in the name of the Company, and
shall not permit the funds of the Company to be commingled in any fashion with
the funds of any other person.  The Manager or any person designated by it,
acting alone, is authorized to endorse checks, drafts, and other evidences of
indebtedness made payable to the order of the Company, but only for the purpose
of deposit into the Company's accounts. All checks, drafts and other instruments
obligating the Company to pay money must be signed on behalf of the Company by
an authorized representative of the Manager. All accounts shall be opened at an
office.

          8.2  Complete Agreement.  Except as expressly contemplated herein,
               ------------------
this Agreement and the Certificate constitute the complete and exclusive
statement of the operative documents of the Company. To the extent that any
provision of the Certificate conflicts with any provision of this Agreement,
this Agreement shall control.

          8.3  Binding Effect.  Subject to the provisions of this Agreement
               --------------
relating to transferability, this Agreement will be binding upon and inure to
the benefit of the Member, and its successors and assigns.

          8.4  Interpretation.  All pronouns shall be deemed to refer to the
               --------------
masculine, feminine, or neuter, singular or plural, as the context in which they
are used may require.  All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the interpretation of any
provision of this Agreement.  Numbered or lettered Certificate, sections and
subsections herein contained refer to Certificate, sections and subsections of
this Agreement unless otherwise expressly stated.

          8.5  Severability.  If any provision of this Agreement or the
               ------------
application of such provision to any person or circumstance shall be held
invalid, the remainder of this Agreement or the application of such provision to
persons or circumstances other than those to which it is held invalid shall not
be affected thereby.

                                       11


          8.6  Notices.  Any notice to be given or to be served upon the Company
               -------
or any party hereto in connection with this Agreement must be in writing (which
may include facsimile) and will be deemed to have been given and received when
delivered to the address specified by the party to receive the notice. Such
notices will be given at the address specified in Exhibit C hereto.  Any party
                                                  ---------
may, at any time by giving five (5) business days' prior written notice to the
Company, designate any other address in substitution of the foregoing address to
which such notice will be given.

          8.7  Amendments.  No amendment to this Agreement shall be effective
               ----------
unless it is in writing and signed by all of the Members. Any such amendment is
subject to the consent of AI as provided in the Option Agreement.

          8.8  Multiple Counterparts.  This Agreement may be executed in two or
               ---------------------
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.

          8.9  Remedies Cumulative.  The remedies under this Agreement are
               -------------------
cumulative and shall not exclude any other remedies to which any person may be
lawfully entitled.

          8.10 Option Agreement. The term of the Option Agreement expires on
               ----------------
the later of (i) one hundred eighty (180) days after the Closing, or (ii) ninety
(90) days after the payment in full of the Loan.  Upon the expiration of the
option term without the exercise of the option by AI, the Option Agreement shall
terminate, and all references herein to any consent required under the Option
Agreement shall be of no further force or effect.

          8.11 Indemnification by Company.  The Company shall indemnify the
               --------------------------
Member and its Affiliates and may 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 by reason of the fact that he or she or it is or was a
Member, employee or other agent of the Company and was acting in the course of
carrying out the business of the Company pursuant to the Agreement or that,
being or having been such a Member, employee or agent he or she or it is or was
serving at the request of the Company as a manager, employee or other agent of
another limited liability company, corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by applicable law in
effect on the date hereof and to such greater extent as applicable law may
hereafter from time to time permit, except to the extent that liability is
caused by the gross negligence, wilful misconduct or intentional breach of this
Agreement by the indemnitee, and except to the extent that any such liability or
damage is otherwise compensated by insurance. The foregoing indemnity shall not
apply to any Member or its Affiliate which is providing services to the Company
as a consultant or contractor pursuant to a separate contract with the Company
and which receives compensation therefor (in addition to the fees which are
payable to the Members hereunder), in which case the terms of that contract
shall control any indemnity rights or obligations (if any) of either party
thereto. The Member specifically acknowledges that LandBank, which is an
Affiliate of LBEP, has undertaken certain indemnity obligations under the AFMC
Agreement for certain environmental matters, which obligations are for the
benefit of the Company, and agree that the Company shall indemnify LandBank for
any liability it may incur pursuant to such environmental indemnity, to the
extent provided in the foregoing provisions of this Section 8.11.

                                       12




          IN WITNESS WHEREOF, the Member and the Manager of the Company have
executed this Agreement, effective as of the date first written above.


Member:                             NORTHEAST RESTORATION COMPANY, LLC,
                                    a Delaware limited liability company

                                    By:  LANDBANK ENVIRONMENTAL PROPERTIES LLC,
                                         a Delaware limited liability company

                                    Its: Managing Member

                                         By:  LANDBANK, INC.,
                                              a Delaware corporation
                                         Its: Managing Member

                                                    /s/ WP Lynott
                                         By:---------------------------------
                                                    President
                                         Its:--------------------------------




Manager:                            LANDBANK ENVIRONMENTAL PROPERTIES LLC,
                                    a Delaware limited liability company

                                    By:  LANDBANK, INC.,
                                         a Delaware corporation
                                    Its: Managing Member

                                                    /s/ WP Lynott
                                         By: --------------------------------
                                                    President
                                         Its:--------------------------------

                                       13


                                   EXHIBIT A

                 LEGAL DESCRIPTION OF PROJECT REAL PROPERTIES








                                       14


                                 SCHEDULE "A"

                                 PARCEL NO. I

A certain parcel of land with the buildings thereon situated in that part of
Boston formerly Dorchester, in the County of Suffolk, Massachusetts, and bounded
and described as follows:

SOUTHWESTERLY             by the northeasterly line of Neponset Avenue
                          eighty-one and 62/100 (81.62) feet;
NORTHWESTERLY             by the southeasterly line of Taylor Street, one
                          hundred twenty-eight and 90/100 (128.90) feet;
NORTHEASTERLY             by land formerly of Henry P. Oakman, one hundred
                          sixteen and 30/100 (116.30) feet; and
SOUTHEASTERLY             by land now or formerly of the N.Y.N.H.& H.R.R.Co. one
                          hundred fifty-four and 58/100 (154.58) feet.


Said parcel is shown as lot 1 on plan hereinafter mentioned.
                        --------

Also, another certain parcel of land situated in said Boston, and bounded:
- ----

SOUTHWESTERLY             by land now or formerly of the Commonwealth of
                          Massachusetts and by the northeasterly line of
                          Neponset Avenue, two hundred and 61/100 (20.61) feet;
NORTHWESTERLY             by land now or formerly of the N.Y.N.H.& H.R.R.Co. one
                          hundred sixty and 84/100 (160.84) feet;
NORTHEASTERLY             by land now or formerly of the Frost Coal Company two
                          hundred one and 81/100 (201.81) feet; and
SOUTHEASTERLY             by the Neponset River.


Said parcel is shown as lot 2 on said plan.
                        -----

All of said boundaries except the water line are determined by the Land Court
for said Commonwealth to be located as shown on plan #9034-A, which is filed
with Certificate of Title #22534, the same being compiled from a plan drawn by
William E. Hannan, C.E., dated August 12, 1922, and additional data on file in
the Land Registration Office, all as modified and approved by the Court.

                                       15


                                 PARCEL NO. II

The land with the buildings thereon situated in the Neponset Section of said
Boston, and being bounded and described as follows:

Beginning at a point, said point being S 61 degrees 01' 14" E a distance of
sixty-three and 57/100 (63.57) feet from the intersection of the northeasterly
side line of Land Court parcel #9034A and the southeasterly side line of Taylor
Street, said intersection thence turning and running S 43 degrees 50' 07"
a distance of sixty-two and 80/100 (62.80) feet along said Neponset River to a
point;

thence turning and running N 61 degrees 01' 14" W a distance of two hundred
seventy-eight and 90/100 (278.90) feet to the point of beginning .

All of said land is subject to any and all easements and rights of way of record
in the hands of other parties and entitled to the benefit of the easements or
rights of way of record running with this land.

          EXCEPTING from the above described Parcels Nos. I and II such property
taken by condemnation by the Commonwealth of Massachusetts by Order dated May
23, 1968 and recorded May 27, 1968 in the Suffolk County Registry of Deeds,
enumerated Parcels Nos. 1, 2 and 6 on a plan entitled "Commonwealth of
Massachusetts, Metropolitan District Commission, Parks Division, William T.
Morrissey Boulevard, Neponset Bridge, Boston, Plan of Takings and Easements, * *
* Oct. 1967, Benjamin W. Fink, Director of Park Engineering, Charles A. Maguire
& Associates, Consulting Engineers, Boston, Mass.," being plan accession number
44400X-V.T., which said plan was recorded in the said Suffolk Registry of Deeds
concurrently with the said order of taking.

                                PARCEL NO. III

          ALL THAT CERTAIN PARCEL of land in Boston, Suffolk County,
Massachusetts, being further described as follows:

     BEGINNING at a point on the northeasterly 1969 location line of William T.
Morrissey Boulevard, Neponset Bridge, at its intersection with the southeasterly
boundary line of land now or formerly of the Pittston Company, said land being a
portion of Lot 1 as shown on Land Court plan number 9034A;

     Thence running northeasterly, by said southeasterly boundary line, by a
curve to the left having a radius of 1085.23 feet, an arc distance of 119.64
feet to the easterly corner of said lot 1;

     Thence running by the northeasterly boundary line of said Lot 1, N 61
degrees 24' 32" W, a distance of 3.14 feet to a point;

                                       16


     Thence running northeasterly, by land now or formerly of the Metropolitan
Coal Company, by a curve to the left having a radius of 1082.13 feet, an arc
distance of 24.71 feet, to a point of compound curvature;

     Thence running northeasterly and northerly, in part by said land now or
formerly of the Metropolitan Coal Company, and in part by land of owners
undesignated, by a curve to the left having a radius of 399.90 feet, an arc
distance of 427.90 feet to a point on the southwesterly right of way line of the
Massachusetts Bay Transportation Authority, South Shore Project;

     Thence running by said southwesterly right of way line S 40 10' 16" E, a
distance of 6.53 feet, to an angle point;

     Thence running by said right of way line S 47 degrees 16' 32" E, a distance
of 60.23 feet, to a point at land now or formerly of the Metropolitan Coal
Company;

     Thence running southerly and southwesterly, by said land, by a curve to the
right having a radius of 429.90 feet, an arc distance of 398.17 feet to a point
of compound curvature; being also the most northeasterly corner of said Land
Court Parcel, and running N 28 degree 55' 55" E a distance of ninety-three and
78/100 (93.78) feet along the southeasterly side of Lot A as shown on plan by
Ernest W. Branch, C.E., dated June 5, 1934, to a point;

thence turning and running S 60 degrees 51' 35" E a distance of sixty-seven and
64/100 (67.64) feet along the southwesterly side of land now or formerly of
Henry B. Oakman to a point in the center line of track of the Milton Branch of
the Old Colony Railroad as originally laid out;

thence turning and running in a northeasterly and northerly direction by a
curved line, curving to the left of radius four hundred nine and 50/100 (409.50)
feet, a distance of two hundred sixty-four and 78/100 (264.78) feet along the
said center line of track to a point;

thence turning and running N 67 degrees 42' 25" W a distance of forty-three and
30/100 (43.30) feet to a point in the southeasterly side line of Taylor Street;

thence turning and running N 28 degrees 55' 55" E a distance of forty-three and
90/100 (43.90) feet along the said southeasterly side line of Taylor Street to a
point, said point being the intersection of the center line of a right of way
with the said southeasterly side line of Taylor Street;

thence turning and running along the said center line of a right of way S 39
degrees 54' 19" E a distance of fifty-nine and 06/100

                                       17


(59.06) feet to a point on the easterly side line of the right of way of the
Milton Branch of the Old Colony Railroad;

thence turning in a northeasterly direction and running along the said easterly
side line of the right of way of the Hilton Branch of the Old Colony Railroad by
a curved line, curving to the left of radius four hundred twenty-nine and
90/100 (429.90) feet, thirty-nine and 57/100 (39.57) feet to a point;

thence turning and running S 59 degrees 55' 11" E a distance of fifty-four and
84/100 (54.84) feet to a point;

thence turning and running N 50 degrees 05' 41" E distance of twenty-three and
48/100 (23.48) feet to a point in the southwesterly side line of the right of
way of the Old Colony Railroad (Maine Line);

thence turning and running S 49 degrees 47'27" E a distance of three hundred
thirty eight and 45/100 (338.45) feet more or less along the said southwesterly
side line of the Old Colony Railroad (Main Line) right of way to a point;

thence turning and running S 54 degrees 25' 40" W a distance of nineteen and
75/100 (19.75) feet more or less along the northwesterly side of the Neponset
River to a point;

thence turning and running S 40 degrees 19' 11" W a distance of one hundred nine
and 36/100 (109.36) feet along said Neponset River to a point;

thence turning and running S 51 degrees 21' 11" W a distance of ninety-nine
(99) feet along said Neponset River to a point;

     Thence running southwesterly, by said land, by a curve to the right having
a radius of 1112.13 feet, an arc distance of 20.14 feet to a point at land now
or formerly of the Pittston Company, being Lot 2 as shown on Land Court Plan
9034A;

     Thence running by the northeasterly boundary line of said Lot 2 N 61
degrees 24' 32" W, a distance of 2.94 feet to the northerly corner of said Lot
2;

     Thence running southwesterly, by the northwesterly boundary line of said
Lot 2, by a curve to the right having a radius of 1109.23 feet, an arc distance
of 123.15 feet, to a point on the northeasterly 1969 location line of William T.
Morrissey Boulevard;

     Thence running by said location line, N 53 degrees 02' 22" W, a distance of
24.22 feet to the point of beginning.

                                       18


          The above described premises are shown as a parcel of land with an
area of 15,911 square feet of land, more or less, as shown on a "Plan of Land in
Boston, Mass. (Dorchester District), dated January 14, 1974", New England Survey
Service Inc., Civil Engineers and Surveyors, recorded herewith.

                                       19


                              SCHEDULE A, No. 13

                                                                     Page 1 of 1


          a certain parcel of land with the buildings thereon situated in said
Winchester, being Lot B as shown on _____________ "Plan of Land, Winchester,
Mass., dated June 1951, Parker Holbrook, Eng.", recorded with Middlesex South
District Deeds at the end of Book 7866, bounded and described as follows:

          Southerly by Swanton Street, sixty (60) feet;

          Westerly by Lot A as shown on said plan; two hundred twenty-one and
               85/100 (221.85) feet;

          Northerly by land of The Grief Brothers Cooperage Co. as shown on said
               plan, sixty (60) feet;

          Easterly by land of owners unknown and by land of Aberjona Civic
               Association, Inc. two hundred twenty-one and 24/100 (221.24)
               feet.

          Containing 13321 square feet according to said plan.

          There is excepted and excluded from the above described parcel of land
          so much thereof as was taken by The Commonwealth of Massachusetts for
          the widening of Swanton Street by instrument dated November 16, 1954,
          recorded Book 8365, Page 492.

          Also subject to easement granted to James E. Violante by instrument
          dated January 15, 1952, recorded February 8, 1952, Book 7861, Page
          587.

          Being the same premises conveyed to Fitzgerald Fuel Company Inc. by
          deed from Catherine DeTeso dated February 1, 1955, recorded in Book
          8414, Page 496.

                                       20


                                   EXHIBIT B

                          AFMC INSURANCE REQUIREMENTS







































                                       21


          (c) Insurance.  As partial security for the indemnification
              ---------
obligations provided for hereunder, Purchaser shall obtain from United National
Insurance Company and produce at Closing, and with all premiums fully paid as of
the Closing, insurance policies providing coverages that are substantively
identical to coverages provided in the Remediation Project Insurance Policy in
the form of Exhibit 5 hereto, and the Real Estate Pollution Policy in the form
of Exhibit 6 hereto.  In addition, Purchaser shall maintain in effect for the
benefit of itself and Seller an Errors and Omissions insurance policy in the
form of Exhibit 7 hereto.  The Remediation Project Insurance Policy shall cover
all of the Premises. A Real Estate Pollution Policy shall be issued for each of
the Properties except that a single policy shall be issued for Alexandria Bay,
Saranac Lake, Boynton Avenue, Pottsdam, Brownville and Winchester, collectively.
For each of the foregoing Properties, a separate Real Estate Pollution Policy
may later be issued based on future buyer interest. The Remediation Project
Insurance Policy shall remain in effect until all Remedial Action has been
completed. The Real Estate Pollution Policies shall have a one (1) year term,
with nine (9) years of extended reporting coverage. These policies can be
renewed annually by Purchaser or future owners which would provide a continuing
ten (10) year window of coverage. The Errors and Omissions policy shall be
renewed annually to remain in effect for ten (10) years from the Closing Date.

          Such policies of insurance shall:

               (i)    be non-cancelable by the insurer, and shall be freely
transferable by the insured (except that any transferee shall not be permitted
to introduce new or additional Hazardous Materials to the Premises).

               (ii)   include Seller and its directors, officers, employees,
agents and shareholders as insureds and shall specifically refer to and provide
coverage for, Purchaser's Environmental Obligations set forth in this Section
20.

               (iii)  provide for minimum policy limits as set forth in Exhibit
8, annexed hereto.

          Environmental Liabilities assumed by Purchaser shall also include
liability for any unknown Environmental Condition.

          This Section 20 and Purchaser's obligations hereunder shall survive
Closing, and solely as to the conduct of Purchaser's due diligence activities,
any earlier termination of this Contract.

                                       22


                                   EXHIBIT C

                             ADDRESSES FOR NOTICES

Company:                           THE DORCHESTER GROUP, LLC
                                   12345 W. Alameda Parkway
                                   Suite 208
                                   Lakewood, CO 80225
                                   Attention:  William P. Lynott
                                   FAX No.  (303) 763-5700

LBEP:                              LANDBANK ENVIRONMENTAL PROPERTIES LLC
                                   12345 W. Alameda Parkway
                                   Suite 208
                                   Lakewood, CO 80225
                                   Attention:  William P. Lynott
                                   FAX No.  (303) 763-5700

with copies to:                    IT Corporation
                                   2790 Mosside Blvd.
                                   Monroeville, PA 15146-2792
                                   Attention:  James Redwine, Esq.
                                   FAX No.  (412) 858-3997

and                                Tuttle & Taylor,
                                   A Law Corporation
                                   40th Floor
                                   355 South Grand Avenue
                                   Los Angeles, CA 90071-3102
                                   Attention:  Thomas I. Dupuis, Esq.
                                   FAX No.  (213) 683-0225

                                       23

EX-3.55

                                                                    Exhibit 3.55

                           CERTIFICATE OF FORMATION

                                      OF

                      37-02 COLLEGE POINT BOULEVARD, LLC


     1.  The name of the limited liability company is 37-02 College Point
Boulevard, LLC.

     2.  The address of the registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle.  The name of its registered agent is The Corporation Trust
Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of 37-02 College Point Boulevard, LLC this 14th day of October, 1998.

                         37-02 College Point Boulevard, LLC
                              By: Northeast Restoration Company, LLC, Member
                              By: LandBank Environmental Properties, LLC,
                                     Managing Member
                              By: LandBank, Inc., Managing Member


                              By: /s/  James M. Redwine
                                 -------------------------------------------
                                       James M. Redwine
                                       Assistant Secretary

EX-3.56

                                                                    Exhibit 3.56

                      LIMITED LIABILITY COMPANY AGREEMENT

                                      FOR

                      37-02 COLLEGE POINT BOULEVARD, LLC

                     A DELAWARE LIMITED LIABILITY COMPANY

          This Limited Liability Company Agreement for 37-02 COLLEGE POINT
BOULEVARD , LLC, a Delaware limited liability company (the "Agreement") is made
                                                            ---------
as of October 14, 1998, by and between NORTHEAST RESTORATION COMPANY, LLC, a
Delaware limited liability company (the "Member"), and LANDBANK ENVIRONMENTAL
                                         ------
PROPERTIES LLC, a Delaware limited liability company (the "Manager").
                                                           -------

          NOW, THEREFORE, the Member and the Manager hereby adopt this Limited
Liability Company Agreement for the Company upon the terms and subject to the
conditions set forth herein.

                                  ARTICLE I.
                                  DEFINITIONS

          As used in this Agreement, the following terms shall have the
following meanings:

          1.1  "Act" shall mean the Delaware Limited Liability Company Act as
                ---
set forth in Chapter 18 (commencing with Section 18-101) of the General
Corporation Law of the State of Delaware (or any corresponding provision or
provisions of any succeeding law).

          1.2  "Affiliate" or "affiliate" shall mean any individual,
                ---------      ---------
partnership, corporation, trust or other entity or association, directly or
indirectly, through one or more intermediaries, controlling, controlled by, or
under common control with a person. The term "control," as used in the
immediately preceding sentence, means, with respect to a corporation or limited
liability company, the right to exercise, directly or indirectly, more than
fifty percent (50.0%) of the voting rights attributable to the controlled
corporation or limited liability company, and, with respect to any individual,
partnership, trust, other entity or association, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled individual or entity.

          1.3  "AFMC" shall mean AFMC Inc., a Delaware corporation.
                ----

                                       1


          1.4  "AFMC Agreement" shall mean that certain Contract of Sale between
                --------------
LandBank and AFMC dated as of August 12, 1998, for the purchase of the Property.

          1.5  "Agreement" or "this Agreement" means the limited liability
                ---------      --------------
company agreement of the Company as adopted herein and as may be further amended
from time to time as permitted hereunder.

          1.6  "AI" shall mean Arsenault Investments LLC, a Colorado limited
                --
liability company, and its successors in interest

          1.7  "Capital Contribution" shall mean the amount of cash or the
                --------------------
agreed fair market value of other property contributed to the Company by a
Member and credited to the Member's Capital Account as provided in Article 3
hereof.

          1.8  "Cash Flow" shall mean the cash flow of the Company that is
                ---------
available for distribution to the Member and which, as to any particular Fiscal
Year or portion thereof, consists of the gross revenues of the Company,
including any Capital Contributions made by a Member to the Company, less (i)
the aggregate amount of all costs paid by the Company during such fiscal period
for the operations of the Company, including, without limitation, payments of
any fees or costs to a Member or its Affiliates as permitted herein, all
payments required under the Loan Documents, and all other operating costs of the
Company, and less (ii) all reserves required to complete the Restoration of the
Properties, and other appropriate reserves for the anticipated costs of the
Company.

          1.9  "Certificate" shall mean the Certificate of Formation for the
                -----------
Company originally filed with the Delaware Secretary of State and as amended
from time to time.

          1.10 "Closing" shall mean the closing of the acquisition of the
                -------
Properties by the Company in accordance with the AFMC Agreement.

          1.11 "Code" shall mean the Internal Revenue Code of 1986, as amended
                ----
from time to time, and the provisions of succeeding law.

          1.12 "Company" shall mean 37-02 College Point Boulevard, LLC, a
                -------
Delaware limited liability company.

          1.13 "Fiscal Year" shall mean the Company's fiscal year, which shall
                -----------
be the calendar year or, at the option of the Manager, a 52/53 week year.

                                       2


          1.14  "Insurance Underwriting Fee" shall mean the fee payable to LBEP,
                 --------------------------
in the amount provided in Section 5.5.1 hereof.

          1.15  "LandBank" shall mean LandBank, Inc., a Delaware corporation,
                 --------
and its successors in interest.

          1.16  "LandBank Services" shall mean the tasks which LBEP agrees to
                 -----------------
undertake with respect to the Project, which shall include the following:  (i)
environmental due diligence prior to purchase of the Property; (ii) real estate
due diligence prior to purchase of the Property; (iii) underwriting and
placement of environmental insurance policies; (iv) development of all plans
required to complete remediation; (v) oversight of cleanup activities; (vi)
preparing a cash flow model and critical path for the Project; (vii) designing
and implementing an exit strategy for each Property; (viii) directing and
managing the sale of the Property; (ix) performing all management and
administrative functions of the Company; and (x) engaging attorneys,
accountants, and other professionals on behalf of the Company as may be
necessary to perform the tasks mentioned in (i) - (ix).

          1.17  "LBEP" shall mean LandBank Environmental Properties LLC, a
                 ----
Delaware limited liability company, and its successors in interest.

          1.18  "Loan" shall mean that certain loan in the original principal
                 ----
amount of $2,500,000 made by Arsenault Acquisitions Corporation, a Colorado
corporation, to Northeast.

          1.19  "Loan Documents" shall mean the promissory note and all other
                 --------------
documents evidencing or securing the Loan.

          1.20  "Manager" shall mean LBEP or its successor pursuant to Section
                 -------
5.6 hereof.

          1.21  "Member" shall mean Northeast, and any other person from time to
                 ------
time who may be admitted to the Company as a Member in accordance with the
Certificate and this Agreement or is a permitted assignee who has become a
Member in accordance with Article 4, and who has not resigned, withdrawn, been
expelled or, if other than an individual, dissolved.

          1.22  "Northeast" shall mean Northeast Restoration Company, LLC, a
                 ---------
Delaware limited liability company, and its successors in interest.

          1.23  "Option Agreement" shall mean that certain Option Agreement
                 ----------------
between Northeast and AI dated November 17, 1998, pursuant to which AI may elect
to become a member of Northeast on the terms set forth therein.

                                       3


          1.24  "Project" shall mean the Properties and the improvements thereon
                 -------
and the personal property used in connection therewith, including all
entitlements related thereto, and the Company's planned remediation and sale of
such real property.

          1.25  "Project Budget" shall mean the most recently updated and
                 --------------
approved Project Budget as provided in Section 5.2 hereof.

          1.26  "Property" and "Properties" shall mean each and all of the
                 --------       ----------
parcels of real property to be acquired by the Company pursuant to the AFMC
Agreement, more particularly described in Exhibit A attached hereto.
                                          ---------

          1.27  "Remediation Management Fee" shall mean the fee payable to the
                 --------------------------
Manager for the LandBank Services in supervising any and all environmental
remediation on the Property, in the amount provided in Section 5.5.2 hereof.

          1.28  "Restoration" shall mean the environmental remediation of the
                 -----------
Properties, including without limitation, moving and handling of contaminated
soil, and obtaining a "no further action" letter (or its equivalent) from the
applicable governmental agency or agencies exercising environmental jurisdiction
over the Properties.

          1.29  "Term" shall have the meaning ascribed to it in Section 2.2
                 ----
hereof.

          1.30  "Treasury Regulations" shall, unless the context clearly
                 --------------------
indicates otherwise, mean the final or temporary regulations in force at any
moment in time that have been issued by the U.S. Department of Treasury pursuant
to its authority under the Code.

                                  ARTICLE II.
                            ORGANIZATIONAL MATTERS

          2.1   Name. The name of the Company shall be "37-02 College Point
                ----                                    -------------------
Boulevard, LLC." The Company may conduct business under that name or any other
- ---------------
name approved by the Member.

          2.2   Term. The Term of the Company shall commence on the date of
                ----
filing the Company's Certificate with the Delaware Secretary of State and shall
end on August 12, 2028, unless extended or unless sooner terminated pursuant to
this Agreement.

          2.3   Office and Agent. The Company shall continuously maintain an
                ----------------
office and registered agent in the State of Delaware as required by the Act. The
registered agent and registered office of the Company shall be:  The Corporation
Trust Company,

                                       4


Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 or such other
agent or location as the Manager may deem necessary or desirable.

          2.4  Business of the Company. The Company is organized and shall
               -----------------------
operate solely to engage in the following business:  (i) to acquire, own, hold
for investment, remediate, restore, finance, manage, sell, lease, dispose of and
otherwise deal with, and realize the economic benefit from, the Project; and
(ii) to engage in any other lawful activities directly related to the foregoing
business as may be necessary or advisable in the reasonable opinion of the
Members to further such business. Such activities shall include specifically the
following:  managing the required remediation of each of the Properties; placing
the environmental insurance to manage the liabilities and financial risks
resulting from ownership and cleanup of the Properties; developing an exit
strategy for each Property; and negotiating the sale and selling the Properties.
The Company shall not engage in any other business other than the foregoing
without the consent of the Member, which consent may be granted or withheld in
the Member's sole and absolute discretion and is subject to the consent of AI
under the Option Agreement.

                                 ARTICLE III.
                             CAPITAL CONTRIBUTIONS

          3.1  Capital Contributions. As its initial Capital Contribution to the
               ---------------------
Company, the Member shall contribute (or cause to be transferred to the Company
by an Affiliate) its and its Affiliates' entire right, title and interest in and
to the Properties, including without limitation all rights under the AFMC
Agreement and the deposit made thereunder with respect to the Properties. The
fair market value of such contribution is agreed to be equal to the amount of
the deposit that the Member has paid under the AFMC Agreement with respect to
the Properties. The Member in addition may, but shall not be required to,
contribute to the Company any additional funds needed to complete the purchase
of the Property pursuant to the AFMC Agreement, provided that such AFMC
Agreement is not terminated, and additional funds required for the operation of
the Company, all as shown in the Final Proforma or in the approved Project
Budget.

               The Member may make additional Capital Contributions to the
Company from time to time in the Member's sole discretion, but no additional
Capital Contributions are required. Except as otherwise provided herein, all
Capital Contributions shall be paid in cash.

          3.2  Withdrawal of Capital Contributions. Subject to any applicable
               -----------------------------------
limitations in the Act, the Member's Capital Contributions and other sums
advanced on behalf of the Company shall be repaid to the Member, in whole or in
part, as provided in Article 6 hereof.

                                       5


                                  ARTICLE IV.
                                    MEMBERS

          4.1  Identification. Northeast shall be the sole initial Member of the
               --------------
Company. No other person may become a Member except pursuant to a transfer
specifically permitted under and effected in compliance with Section 4.2 of this
Agreement or upon admission of a new Member with the prior written consent of
all of the Members.

          4.2  Transfer; Admission of New Members. The Member shall have the
               ----------------------------------
right at any time and from time to time to transfer all or any part of its
interest in the Company to any person; provided, however, that any new Member
admitted as a Member of the Company and any transferee of a membership interest
shall have the right to become a new or a substitute Member only if:  (i) the
instrument creating or transferring such membership interest states that such
person shall be admitted as a Member of the Company; (ii) written consent of the
Member and of AI as required under the Option Agreement is given to the
admission of the new or substitute Member; (iii) such person executes an
instrument satisfactory to the Member accepting and adopting the terms and
provisions of this Agreement; and (iv) such person pays any reasonable expenses
of the Company (including, without limitation, reasonable attorneys' fees and
costs) in connection with its admission as a new Member.

          4.3  Member Approval. No annual or regular meetings of the Members are
               ---------------
required to be held. The approval of any act or other matter by Northeast shall
constitute approval by the Member and by the Company, subject to any required
consent by AI under the Option Agreement.

                                  ARTICLE V.
                MANAGER; MANAGEMENT AND CONTROL OF THE COMPANY

          5.1  Manager. LBEP shall be the Manager of the Company. As Manager,
               -------
LBEP shall manage the Company on a day-to-day basis and shall provide to the
Company all services not specifically designated in this Agreement to be
provided by another party.

          5.2  Management of the Company. The Manager shall prepare such budget,
               -------------------------
financial reports and operating plans for the Company as may be required for the
operation of the Company. The Manager shall, subject to the availability of
operating revenues and other cash flow, carry out the business plan and the
Project Budget (hereinafter defined) adopted by the Company and shall supervise
the operations of the Company. The Manager shall have the authority and
responsibility to manage the Company's business. The Manager shall use
reasonable efforts to perform its duties under this Article 5 including, without
limitation, employing necessary personnel, on and off-site, to carry on the

                                       6


business of the Company. The Manager shall devote itself to the business of the
Company to the extent necessary for the efficient carrying on thereof, without
compensation therefor except as provided herein.

          5.2.1  Project Budget. The Manager shall prepare a Project Budget,
                 --------------
which Project Budget shall provide for revenue and expenses for each phase of
the Company's acquisition, Restoration and disposition of the Project,
containing the items listed in this Section 5.2.1 below. The Manager shall
include in such Project Budget any amounts to be paid to any person (including
without limitation any Member or Affiliate of a Member) in connection with each
phase of the Project. The Project Budget at a minimum shall contain the
following information:

          (a)    a narrative description of each phase of the acquisition and
Restoration for the Project proposed or expected to be undertaken by the Company
during each Fiscal Year;

          (b)    a development schedule identifying the projected phases of
Restoration for the Project as well as the times for completion of the various
phases of Restoration of the Project and the expenses attributable to each
phase; and

          (c)    a schedule of projected Cash Flow and projected uses of funds
on a Fiscal Year-by-Fiscal Year basis, which schedule shall include any required
Capital Contributions needed by the Company and proposed by the Manager.

          5.2.2  Budget Updates and Approval. The Manager shall deliver for
                 ---------------------------
review and approval by the Member and by AI pursuant to the Option Agreement a
master schedule setting forth the most current Project Budget for the current
Fiscal Year and the next Fiscal Year (which shall include a schedule for
completion of the various components of the Project), on or before thirty (30)
days after the Closing. Such Project Budget shall include Cash Flow to the
Company at least equal to the net Cash Flow shown in the Final Proforma.
Thereafter, the Manager shall provide to the Member and to AI within two (2)
weeks after the end of each month monthly historical financial statements on an
accrual basis which shall include balance sheet, income statement and statement
of cash flows. The Manager shall update the Project Budget annually for each
succeeding Fiscal Year. After the first Project Budget, an updated Project
Budget shall be prepared no later than November 30th of each Fiscal Year for the
next succeeding Fiscal Year, if necessary. The Manager shall provide a copy of
the Project Budget, and each update thereof, to the Member. The Company shall
spend no amount, and shall incur no obligation, which exceeds the amounts
provided in the approved Project Budget, as updated and approved by the Member
(and by AI as required under the Option Agreement); provided, however, that the
Project Budget shall include a Five Percent (5%) contingency,

                                       7


and expenditures within such contingency amount shall be permitted.

          5.3  LandBank Services. The Manager shall perform the LandBank
               -----------------
Services for the Company as provided herein. The Manager shall not be entitled
to compensation for the LandBank Services rendered to the Company, except as
provided herein. However, the Company shall pay all costs payable to third
parties in connection with such services.

          5.4  Insurance.
               ---------

               5.4.1  Coverage. The Manager shall cause the Company to be added
                      --------
as an additional insured on its general liability and errors and omissions
policy, so that the Company is in compliance with (i) all requirements of the
AFMC Agreement as set forth in Exhibit B attached hereto, and (ii) all
                               ---------
applicable laws, regulations and requirements. The Company in addition may (but
is not required to) obtain Comprehensive Automobile Liability insurance insuring
Company against liability for claims arising out of the ownership, maintenance
or use of any owned, hired or non-owned vehicles; Property insurance appropriate
to cover loss resulting from destruction of or damage to some, but not all, of
the buildings or structures associated with the Project, with coverage based on
the appropriate level of risk of loss to the Company regarding such selected
buildings or structures; and such additional insurance against other risks of
loss to the Project as, from time to time, may be required by any lender making
a loan to the Company or which may be required by law.

               5.4.2  Management. All policies of insurance shall be treated, in
                      ----------
the appropriate part attributable to the Company, as a cost and expense of the
Company. The Manager shall act on behalf of all named insureds under each of the
insurance policies with respect to all matters pertaining to the insurance
afforded by each of such policies, including the giving and receiving of notice
of cancellation, the payment of premiums and the receiving of returned premiums,
if any, and of such dividends as may be declared by any of the insurance
companies issuing any of such policies.

               5.4.3  Subcontractor Insurance. The Manager shall require by
                      -----------------------
contract that each and every subcontractor and consultant providing services in
connection with the Project shall obtain and maintain insurance, with the
exception of property and stop/loss insurance, that the Manager deems
appropriate for the particular type and amount of contract involved. The Manager
may include any or all subcontractors and consultants under the insurance
maintained by the Manager hereunder with adjustment of coverages and increase in
limits as applicable.

                                       8


               5.4.4  Modifications to Insurance Requirements. The Manager shall
                      ---------------------------------------
review annually the insurance requirements of this Agreement in conjunction with
the Company's insurance broker and obtain increased coverage limits or
additional forms of insurance as are prudent to protect the interests of the
Company and the Members.

          5.5  Managers' Fees. In addition to any fees payable to LBEP or any
               --------------
Affiliate as may be approved by the Member and by AI as required under the
Option Agreement, the Manager shall receive the following fees for its services
to the Company.

               5.5.1  Insurance Underwriting Fee. As part of its services, the
                      --------------------------
Manager shall perform environmental underwriting of the insurance for the
Project. At the Closing, the Manager shall be paid an Insurance Underwriting Fee
in the amount of two percent (2%) of the purchase price of the Property.

               5.5.2  Remediation Management Fee. As part of its services, the
                      --------------------------
Manager shall provide services to the Company in connection with supervising the
Restoration of the Project. The Manager shall be paid a Remediation Management
Fee for such services in the amount of five percent (5%) of any and all costs of
environmental remediation performed on any or all of the Properties; provided,
however, that such Remediation Management Fee payable hereunder shall not exceed
the aggregate such Remediation Management Fee contained in the approved Project
Budget. Such fee shall be payable on the fifteenth 15th day of each month based
on the environmental remediation costs incurred in the immediately preceding
month.

          5.6  Removal and Election of Manager; Resignation. The Manager may be
               --------------------------------------------
removed by the Member at any time for failure to carry out its duties hereunder;
and the Member at any time may appoint one or more substitute or additional
managers of the Company, subject to the consent of AI as required under the
Option Agreement. The Manager may resign as a manager at any time.

                                  ARTICLE VI.
                          DISTRIBUTIONS; ALLOCATIONS

          6.1  Periodic Distributions by the Company. Subject to applicable law
               -------------------------------------
and any limitations contained elsewhere in this Agreement and to the allocation
of a portion of the Company's cash to an appropriate reserve for unanticipated
expenses, the Manager shall cause the Company (i) to pay or provide for the
payment of all of its expenses, liabilities and obligations as they become due,
including without limitation any fees that are payable to any Member or any
Affiliate thereof for its services hereunder, and any loan payments that are due
under the Loan Documents or to any other lender, and thereafter (ii) to make

                                       9


cash distributions to the Member from the Cash Flow of the Company. Such cash
distributions shall be made quarterly or more frequently, beginning December 31,
1998. Except as otherwise provided herein, distributions of Cash Flow to the
Member as provided in (ii) above shall be made to the Member according to the
priorities in this Article 6.

          6.2  Order of Distributions. After payment of the amounts described in
               ----------------------
Section 6.1 hereof, all distributions of Cash Flow hereunder shall be made to
the Member first to repay its unreturned Capital Contributions, until such
Member has been repaid all of its Capital Contributions, and thereafter to
Northeast as the sole Member of the Company.

          6.3  Allocations of Net Profit and Net Loss. All net profits and net
               --------------------------------------
losses of the Company and all other items of income, deduction, credit or other
items having effect for tax purposes shall be allocated to Northeast as the sole
Member of the Company.

                                 ARTICLE VII.
                          DISSOLUTION AND WINDING UP

          7.1  Conditions of Dissolution. The Company shall dissolve upon the
               -------------------------
occurrence of any of the following events:

               7.1.1  Upon the entry of a decree of judicial dissolution;

               7.1.2  Upon the vote of the sole Member (provided, however, that
the Member may not vote to voluntarily dissolve the Company while the Option
Agreement remains in effect);

               7.1.3  Upon the sale of all or substantially all of the assets of
the Company (which shall be subject to the approval of AI as provided in the
Option Agreement); or

               7.1.4  Upon the expiration of the Term (including any extension
thereto, if applicable).

No other event specified in the Act, or otherwise, shall cause the dissolution
of the Company.

          7.2  Winding Up. Upon the dissolution of the Company, the Company's
               ----------
assets shall be disposed of and its affairs wound up. The Company shall give
written notice of the commencement of the dissolution to all of its known
creditors.

          7.3  Order of Payment of Liabilities Upon Dissolution. After
               ------------------------------------------------
determining that all the known debts and liabilities of the Company have been
paid or adequately provided for, all remaining

                                       10


assets of the Company shall be distributed to the Member in accordance with the
provisions of Article 6 hereof.

          7.4  Certificates. The Company shall file with the Delaware Secretary
               ------------
of State all certificates or other documents required to complete the
dissolution and winding up of the Company's affairs.

                                 ARTICLE VIII.
                                 MISCELLANEOUS

          8.1  Bank Accounts. The Manager shall maintain the funds of the
               -------------
Company in one or more separate bank accounts in the name of the Company, and
shall not permit the funds of the Company to be commingled in any fashion with
the funds of any other person. The Manager or any person designated by it,
acting alone, is authorized to endorse checks, drafts, and other evidences of
indebtedness made payable to the order of the Company, but only for the purpose
of deposit into the Company's accounts. All checks, drafts and other instruments
obligating the Company to pay money must be signed on

                                       11


                            Schedule A Description

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Third Ward of the Borough and County of Queens, City and State of New York,
bounded and described as follows:

PARCEL I:
- ---------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Third Ward of the Borough and County of Queens, City and State of New York,
bounded and described as follows:

BEGINNING at a point on the Westerly side of Lawrence Street as shown 100 feet
wide on the Final Topographical Map of the City of New York, distant 180.01 feet
Northerly from the corner formed by the intersection of the Westerly side of
Lawrence Street with the Northerly side of 39th Avenue as shown 50 feet wide on
the present Final Topographical Map of the City of New York;

RUNNING Northerly along the Westerly side of Lawrence Street, 298.08 feet to the
land now or formerly of Company of Master Craftsmen Inc.;

RUNNING THENCE Westerly parallel with the Northerly side of 39th Avenue and
along the land now or formerly of Company of Master Craftsmen Inc. 203.63 feet
to the land now or formerly of Emmet B. Simpson;

RUNNING THENCE South 12 degrees 54 minutes 35 seconds East and parallel to Janet
Place and along said lands of Simpson 150 feet;

THENCE North 88 degrees 55 minutes 37 seconds West and along said lands of
Simpson 327.24 feet to the United States Pierhead and Bulkhead line of the East
side of Flushing River;

THENCE Southwesterly along said United States Pierhead and Bulkhead line, 150
feet;

THENCE South 88 degrees 55 minutes 37 seconds East and parallel with the
Southerly side of said property of Simpson, 410.31 feet to the intersection of
said course with the projection South of the third course above described
namely, a projection drawn parallel to the Westerly side of Janet Place from the
Southeasterly corner of the lands of Simpson;

RUNNING THENCE Easterly from said point of intersection on a line at right
angles to the Westerly side of Lawrence Street 206.49 feet to the Westerly side
of Lawrence Street at the point or place of BEGINNING.


PARCEL II:
- ----------

ALL that certain plot, piece, or parcel of land, situate, lying, and being in
the Third Ward of the Borough and County of Queens, City and State of New York,
bounded and described as follows:

BEGINNING at a point on the East side of Flushing Creek (now known as Flushing
River) distant 300 feet Southerly from the Southerly boundary line of land
belonging to the Long Island Railroad (Whitestone Branch) when measured in a
straight line, which point of beginning is intersected by the division line
between the land herewith described and the land now or formerly of the Company
of Master Craftsmen Inc.;

RUNNING THENCE Southeasterly along the land now or formerly of said Company of
Master Craftsmen Inc. approximately 261.32 feet along said division line to the
point of turning in the Southerly boundary line of the land now or formerly of
the Company of Master Craftsmen Inc. which point is approximately 203.63 feet
West of the Westerly line of Lawrence Street, as now widened, as measured along
the Southerly boundary line of the property now or formerly of the Company of
Master Craftsmen Inc.;

THENCE Southerly and parallel with the Westerly line of Lawrence Street, as it
existed on January 19, 1926, 150 feet to a point;

THENCE Westerly approximately 327.97 feet to a point on the Easterly line of
Flushing Creek (now known as Flushing River) which point is distant 325 feet
Southwesterly from the point or place of beginning when measured along the
Easterly line of Flushing Creek (now known as Flushing River) disregarding
irregularity of waterfront line, and

THENCE Northeasterly along the Easterly line of Flushing Creek (now known as
Flushing River) disregarding irregularity of water-front-line, 325 Feet to the
point or place of BEGINNING.

Policy insures that the southerly and easterly line of Parcel II are contiguous
to the northerly and westerly lines of Parcel I.


                                   EXHIBIT B

                          AFMC INSURANCE REQUIREMENTS


          (c)  Insurance.  As partial security for the indemnification
               ---------
obligations provided for hereunder, Purchaser shall obtain from United National
Insurance Company and produce at Closing, and with all premiums fully paid as of
the Closing, insurance policies providing coverages that are substantively
identical to coverages provided in the Remediation Project Insurance Policy in
the form of Exhibit 5 hereto, and the Real Estate Pollution Policy in the form
of Exhibit 6 hereto. In addition, Purchaser shall maintain in effect for the
benefit of itself and Seller an Errors and Omissions insurance policy in the
form of Exhibit 7 hereto. The Remediation Project Insurance Policy shall cover
all of the Premises. A Real Estate Pollution Policy shall be issued for each of
the Properties except that a single policy shall be issued for Alexandria Bay,
Saranac Lake, Boynton Avenue, Pottsdam, Brownville and Winchester, collectively.
For each of the foregoing Properties, a separate Real Estate Pollution Policy
may later be issued based on future buyer interest. The Remediation Project
Insurance Policy shall remain in effect until all Remedial Action has been
completed. The Real Estate Pollution Policies shall have a one (1) year term,
with nine (9) years of extended reporting coverage. These policies can be
renewed annually by Purchaser or future owners which would provide a continuing
ten (10) year window of coverage. The Errors and Omissions policy shall be
renewed annually to remain in effect for ten (10) years from the Closing Date.

          Such Policies of insurance shall:
               (i)   be non-cancelable by the insurer, and shall be freely
transferable by the insured (except that any transferee shall not be permitted
to introduce new or additional Hazardous Materials to the Premises).

               (ii)  include Seller and its directors, officers, employees,
agents and shareholders as insureds and shall specifically refer to and provide
coverage for, Purchaser's Environmental Obligations set forth in this Section
20.


               (iii) provide for minimum policy limits as set forth in Exhibit
8, annexed hereto.

          Environmental Liabilities assumed by Purchaser shall also include
liability for any unknown Environmental Condition.

          This Section 20 and Purchaser's obligations hereunder shall survive
Closing, and solely as to the conduct of Purchaser's due diligence activities,
any earlier termination of this Contract.


                                   EXHIBIT C

                             ADDRESSES FOR NOTICES

Company:                 37-02 COLLEGE POINT BOULEVARD, LLC
                         12345 W. Alameda Parkway, Suite 208
                         Lakewood, CO 80225
                         Attention: William P. Lynott
                         Fax No.: (303) 763-5700

LBEP:                    LANDBANK ENVIRONMENTAL PROPERTIES LLC
                         12345 W. Alameda Parkway
                         Suite 208
                         Lakewood, CO 80225
                         Attention: William P. Lynott
                         FAX No.: (303) 763-5700

with copies to:          IT Corporation
                         2790 Mosside Blvd.
                         Monroeville, PA 15146-2792
                         Attention: James Redwine, Esq.
                         FAX No.: (412) 858-3997

and                      Tuttle & Taylor,
                         A Law Corporation
                         4Oth Floor
                         355 South Grand Avenue
                         Los Angeles, CA 90071-3102
                         Attention: Thomas I. Dupuis, Esq.
                         FAX No.: (213) 683-0225

EX-3.57

                                                                    EXHIBIT 3.57

                       The Commonwealth of Massachusetts

                Office of the Massachusetts Secretary of State

                      Michael Joseph Connolly, Secretary

                   One Ashburton Place, Boston, Mass.  02108

                           ARTICLES OF ORGANIZATION

                             (Under G.L. Ch. 156B)

                                 Incorporators


NAME                                         POST OFFICE ADDRESS
- ----

Include given name in full in case of natural persons; in case of a corporation,
give state of incorporation.


William C. Sawyer                       15 Spring Hill Road
                                        Concord, MA  01742

The above-named incorporator(s) do hereby associate (themselves) with the
intention of forming a corporation under the provisions of General Laws, Chapter
156B and hereby state(s):

1.   The name by which the corporation shall be known is:

           Gradient Corporation

2.   The purpose for which the corporation is formed is as follows:

     To provide environmental and management consulting and analytical services.

     To provide, deliver, assemble, manufacture, purchase, sell, pledge or
otherwise deal in or dispose of any and all kinds of services, property, real
and personal, tangible and intangible, anywhere in the world.

     To engage generally in any business which may lawfully be carried on by a
corporation under Chapter 156B of the General Laws of Massachusetts, anywhere in
the world.


*3.  The name, number and par value, if any, of each class of stock which the
corporation is authorized to issue are as follows.




- -----------------------------------------------------------------------------------------------------------
                      WITHOUT PAR VALUE                             WITH PAR VALUE
- -----------------------------------------------------------------------------------------------------------
  CLASS OF STOCK       NUMBER OF SHARES      NUMBER OF SHARES         PAR VALUE               AMOUNT
- -----------------------------------------------------------------------------------------------------------
                                                                           
    Preferred

- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
    Common                                        300,000                $.10                 $30,000
- -----------------------------------------------------------------------------------------------------------


*4.  If more than one class is authorized, a description of each of the
     different classes of stock, with, if any, the preferences, voting powers,
     qualifications, special or relative rights or privileges as to each class
     thereof and any series now established:

          None

*5.  The restrictions, if any, imposed by the Articles of Organization upon the
     transfer of shares of stock of any class are as follows:

          None

*6.  Other lawful provisions, if any, for the conduct and regulation of business
     and affairs of the corporation, for its voluntary dissolution, or for
     limiting, defining, or regulating the powers of the corporation, or of its
     directors or stockholders, or of any class of stockholders.

          See 2A attached.


                                     -2A-

     6.   Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

     (a)  Meetings of the stockholders may be held anywhere within the United
          States.

     (b)  No contract or other transaction of this corporation with any other
          person, corporation, association or partnership shall be affected or
          invalidated by the fact that (i) this corporation is a stockholder in
          such other corporation, association or partnership, or (ii) any one or
          more of the officers or directors of this corporation, association or
          partnership or (iii) any officer or director of this corporation,
          individually or jointly with others, is a party to or is interested in
          such contract or transaction.  Any director of this corporation may be
          counted in determining the existence of a quorum at any meeting of the
          board of directors for the purpose of authorizing or ratifying any
          such contract or transaction, and may vote thereon, with like force
          and effect as if he were not so interested or were not an officer,
          director or partner of such other corporation, association or
          partnership.

     (c)  The by-laws of the corporation may provide that the directors may,
          subject to the requirements of law, make, amend or repeal the by-laws
          in whole or in part, except with respect to any provision thereof
          which by law, these articles of organization or the by-laws, requires
          action by stockholders.

7.   The by-laws of the corporation have been duly adopted and the initial
     directors, president, treasurer and clerk whose names are set out below
     have been duly elected.

8.   The effective date of organization of the corporation shall be the date of
     filing with the Secretary of the Commonwealth or if later date is desired,
     specify date (not more than 30 days after the date of filing.)

9.   The following information shall not for any purpose be treated as a
     permanent part of the Articles of Organization of the corporation.

     a.   The post office address of the initial principal office of the
     corporation of Massachusetts is:

          101 Avalon Road, Newton, MA  02168

     b.   The name, residence, and post office address of each of the
     initial directors and following officers of the corporation are as follows:




                NAME                   RESIDENCE                    POST OFFICE ADDRESS
                                                              
President: Brian L. Murphy             101 Avalon Road                     Same
                                       Newton, MA  02158

Treasurer: Neil Shigrin                59 Rice Road                        Same
                                       Wayland, MA  01778

Clerk/Secretary:  Neil Shigrin         59 Rice Road                        Same
                                       Wayland, MA  01778

Clerk/Assistant Secretary: William     15 Spring Hill Road                 Same
 C. Sawyer                             Concord, MA  01742

Directors:  Brian L. Murphy            101 Avalon Road                     Same
                                       Newton, MA  02158

       Neil Shigrin                    59 Rice Road                        Same
                                       Wayland, MA  01778


       c. The date initially adopted on which the corporation's fiscal year ends
       is:

               September 30th

       d. The date initially fixed in the by-laws for the annual meeting of
       stockholders of the corporation is:

               Third Tuesday in November

       e. The name and business address of the resident agent, if any, of the
       corporation is:

IN WITNESS WHEREOF and under the penalties of perjury the INCORPORATOR(S)
sign(s) these Articles of Organization this 13th day of March, 1985.


                             /s/ William C. Sayer
       --------------------------------------------------------------------

       ____________________________________________________________________

       ____________________________________________________________________

The signature of each incorporator which is not a natural person must be an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on its
behalf to sign these Articles of Organization.


                       The Commonwealth of Massachusetts

                Office of the Massachusetts Secretary of State
                      Michael Joseph Connolly, Secretary
               One Ashburton Place, Boston, Massachusetts  02108

                             ARTICLES OF AMENDMENT

                    General Laws, Chapter 156B, Section 72

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2857447


I, Jean P. Gosselin,                                      President and Clerk of

          Gradient corporation
- --------------------------------------------------------------------------------
                          (EXACT Name of Corporation)


located on:          44 Brattle Street, Cambridge, Massachusetts
            -----------------------------------------------------------------
                    (MASSACHUSETTS Address of Corporation)


do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:
3 and 4
- ---------

(increasing shares of authorized stock and establishing 2 classes of stock)
- ---------------------------------------------------------------------------

of the Articles of Organization were duly adopted at a meeting of the
stockholders held on June 25, 1993, by vote of:

220,000 shares of common stock out of 220,000 shares outstanding,
- -------           ------------        -------

_______ shares of __________ out of _________ shares outstanding, and

_______ shares of __________ out of _________ shares outstanding.

[CROSS OUT INAPPLICABLE CLAUSE]

being at least two-thirds of each type, class or series outstanding and entitled
to vote thereon and of each type, class or series of stock whose rights are
adversely affected thereby:

_______________________________________________

The total presently authorized as:


WITHOUT PAR VALUE STOCKS
- -----------------------------------
TYPE              NUMBER OF SHARES
- -----------------------------------


- ------------------------
COMMON            None
- ------------------------
PREFERRED         None
- ------------------------


                             WITH PAR VALUE STOCKS
- ----------------------------------------------------------------------------
TYPE                      NUMBER OF SHARES                      PAR VALUE
- ----------------------------------------------------------------------------
COMMON                    300,000                                $.10
- ----------------------------------------------------------------------------
PREFERRED                 None
- ----------------------------------------------------------------------------

CHANGE the total authorized to:

WITHOUT PAR VALUE STOCKS
- -------------------------------------------------
TYPE                        NUMBER OF SHARES
- -------------------------------------------------
COMMON                            None
- -------------------------------------------------
PREFERRED                         None
- -------------------------------------------------


                             WITH PAR VALUE STOCKS
- ---------------------------------------------------------------------------
TYPE                      NUMBER OF SHARES              PAR VALUE
- ---------------------------------------------------------------------------
COMMON
Class A Voting            275,000                       $.10
Class B Nonvoting         125,000                       $.10
- ---------------------------------------------------------------------------
PREFERRED                 None
- ---------------------------------------------------------------------------

The provisions in Article 4 of the Articles of Organization are hereby amended
to read as follows:

"4.  If more than one class is authorized, a description of each of the
different classes of stock with, if any, the presences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:

Except as specifically required by law, shares of Class B Nonvoting common stock
shall not entitle the holder thereof to any vote whatsoever, and the holders of
such shares shall not be entitled to notice of, or participate in, the meetings
of the stockholders of the corporation.  Except as otherwise required by law,
all voting rights shall be vested exclusively in the outstanding shares of Class
A Voting common stock, and each share shall entitle the holder thereof to one
(1) vote per share.  Subject to the foregoing, shares of Class A Voting common
stock and Class B Nonvoting common stock shall have the same preferences,
qualifications, rights and privileges."

The foregoing amendment will become effective when these articles of amendment
are filed in accordance with Chapter 156B, Section 6 of The General Laws unless
these articles specify in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.  LATER EFFECTIVE DATE:
____________________

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed
our names this 25th day of June, in the year 1993.

                                       4


           /s/ Jean P. Gosselin                         President and Clerk
     ---------------------------------------------------
           Jean P. Gosselin

     __________________________________________________________

     __________________________________________________________

                                       5

EX-3.58

                                                                  EXHIBIT 3.58

                                    BY-LAWS

                                      OF

                             GRADIENT CORPORATION

                                   ARTICLE I
                                   ---------
                           Articles of Organization
                           ------------------------

     The name, location and principal office and purpose of the corporation
shall be as set forth in the Articles of Organization, and the powers of the
corporation and of its directors and stockholders, and all matters concerning
the conduct and regulation of the business of the corporation shall be subject
to such provisions in regard thereto, if any, as are set forth in the Articles
of Organization, which is hereby made a part of these by-laws.

     All references in these by-laws to the Articles of Organization shall be
construed to mean the Articles of Organization of the corporation as from time
to time amended.

                                  ARTICLE II
                                  ----------
                   Directors and Officers and Their Election
                   -----------------------------------------

     Section 1.  Board of Directors.  The Board of Directors of the corporation
     ---------   ------------------
shall consist of not less than three (3) nor more than nine (9) Directors as the
stockholders shall from time to time determine at their annual meeting, but such
stockholders may, at any special meeting duly called for that purpose, increase
or decrease (within the limits fixed above) the number of Directors as thus
fixed and, subject to any applicable provisions of the Articles of Organization,
elect new Directors to the number so fixed.  It shall not be necessary for any
officer or Director to be a stockholder in the corporation.

     Section 2.  Officers.  The officers of the corporation shall be a
     ---------   --------
President, Treasurer, and Clerk, and such other officers as the Board of
Directors may from time to time determine, including a Chairman of the Board of
Directors, a Secretary and one or more Vice Presidents, Assistant Treasurers,
Assistant


Secretaries, and Assistant Clerks.  Except as otherwise specifically
provided herein, no officer need be a Director.

     Section 3.  Election of Officers.  The Directors shall be elected annually
     ---------   --------------------
by such stockholders as have the right to vote thereon.  The President,
Treasurer, Clerk and any Vice President shall be elected annually by the Board
of Directors.  The Chairman of the Board of Directors, if any, shall be elected
annually by and from the Board of Directors.  Assistant Treasurers, the
Secretary, and Assistant Secretaries shall be chosen by the Board of Directors
when and for such term as the Directors shall determine.  Except as in these by-
laws otherwise provided, the officers hereinbefore in this section referred to
shall hold office for one year and until their successors are chosen and
qualified.  One person may hold two or more offices at the same time.

     Section 4.  Resignation and Removals.  Any officer or Director of the
     ---------   ------------------------
corporation may resign by filing with the Chairman of the Board of Directors or
with the President or with the Board of Directors or with the Clerk a written
resignation which shall take effect on being so filed or at such other time as
may be therein specified.  So far as permitted by law, the Directors may at any
meeting of the Board called for the purpose, remove from office any officer
chosen by the Directors or any officer elected by the stockholders.  So far as
permitted by law, the stockholders having voting power may at any special
meeting of the stockholders called for the purpose remove from office any
Director or any officer elected by the stockholders with or without cause.  A
Director or officer may be removed for cause only after a reasonable notice and
opportunity to be heard before the body proposing to remove him.

     Section 5.  Vacancies.  Any vacancy at any time existing in the Board of
     ---------   ---------
Directors, except such vacancies occurring by reason of any increase in number
of members of the said Board by vote of the stockholders, or any vacancy in any
other office, may be filled by the Board of Directors at any regular or special
meeting and the person chosen to fill the vacancy shall, except as in these by-
laws otherwise provided, hold office until the next annual meeting of the
stockholders and until his successor is chosen and qualified.  The stockholders
having voting power shall at their annual meeting or at any special

                                       2


meeting duly called for the purpose choose a director to fill any vacancy in the
Board of Directors occurring by reason of an increase in membership of said
Board. The stockholders having voting power also may at a special meeting duly
called for the purpose choose a successor to a director, or other officer chosen
by them, who has vacated his office. The person so chosen to be a successor to a
director or other officer chosen by the stockholders who has vacated his office
shall, except as in these by-laws otherwise provided, hold office until the next
annual meeting and until his successor is chosen and qualified.

                                  ARTICLE III
                                  -----------
                         Powers and Duties of Officers
                         -----------------------------

     Section 1.  Directors.  The Board of Directors, subject always to the
     ---------   ---------
provisions of law, the Articles of Organization and these by-laws as from time
to time amended, and to any action at any time taken by such stockholders as
then have the right to vote, shall have the entire charge, control and
management of the corporation, its property and business and may exercise all or
any of its powers.  Among other things, the Board of Directors may, subject as
aforesaid, (1) appoint and at its discretion remove or suspend such subordinate
officers, agents, and employees as it from time to time thinks fit and determine
their duties and fix and, from time to time as it sees fit, change their
compensation; (2) fix and, from time to time as it sees fit, change all
salaries, including those of the Chairman of the Board of Directors, the
President, Treasurer and other officers; (3) appoint any officer, permanently or
temporarily as it sees fit, to have the powers and perform the duties of any
other officer; (4) delegate any of the powers of the Board to any committee,
officer or agent; (5) appoint any persons to be agents of the corporation (with
the power to subdelegate) and upon such terms as it sees fit; (6) appoint any
person or persons to accept and hold in trust for the corporation any property
belonging to the corporation or in which it is interested and cause such
instruments to be executed, and do and cause to be done such things as it may
deem requisite, in relation to any such trust; and (7) determine the amounts to
be distributed as dividends.

     Section 2.  Chairman of the Board of Directors.  The Chairman of the Board
     ---------   ----------------------------------
of Directors shall preside when present at all meetings of the Board of
Directors.

     Section 3.  President.  The President shall preside, when present, at all
     ---------   ---------
meetings of the stockholders.  It shall be the duty of the President to see that
all orders and resolutions of the Board of Directors are carried into effect.
In the recesses of the Board of Directors, the President shall have the general
operating control and management of the Business, subject, however, to their
vote and to the right of the Directors to subdelegate any specific power to any
other officer or officers of the corporation, except such as may be by statute
exclusively conferred on the President.  The President, as soon as reasonably
possible after the close of the fiscal year, shall submit to the Board of
Directors a report of the operations of the corporation for such year and the
statement of its affairs and shall from time to time

                                       3


report to the Board of Directors all matters within his knowledge which the
interests of the corporation may require to be brought to its notice. The
President, together with the Treasurer or an Assistant Treasurer, may sign
certificates of stock to be issued by the corporation. The President shall
prescribe the duties for officers and employees that are not otherwise defined.
The President shall employ and discharge employees except those selected by the
Board of Directors. The President shall perform such duties additional to the
foregoing as the Directors may designate.

     Section 4.  Vice Presidents.  In the absence of the President, the
     ---------   ---------------
Executive Vice President shall have all the powers of the President.  Each Vice
President, together with the Treasurer or Assistant Treasurers, may sign any
stock certificate and shall have such other powers as are conferred upon him by
the Board of Directors.

     Section 5.  Treasurer and Assistant Treasurers.  The Treasurer shall keep
     ---------   ----------------------------------
full and accurate accounts of receipts and disbursements in books belonging to
the corporation and shall deposit all monies, securities and other valuable
effects in the name of the corporation and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.  He shall
disburse the funds of the corporation as may be ordered by the Board, taking
proper vouchers for such disbursements.  He shall promptly render to the
President and to the Board of Directors such statements of all his transactions
and accounts and of the financial condition of the corporation at the regular
annual meetings of the Board, and at such other times as the President and Board
may respectively from time to time require.  He shall also present to the
stockholders at their annual meeting a report giving the receipts and
disbursements of the preceding fiscal year and the then financial condition of
the company.  He may be required to give bond in such amount, with such security
and in such form as the Board of Directors shall determine.  Certificates of
stock signed by the President or Vice President may be signed also by the
Treasurer.  The Treasurer shall perform such duties additional to the foregoing
as the directors may designate.

                                       4


     Assistant Treasurers shall perform such duties as are prescribed by the
Board of Directors. Certificates of stock signed by the President or a Vice
President may also be signed by an Assistant Treasurer.

     Section 6.  Clerk and Secretary.  The Clerk shall record in books kept for
     ---------   -------------------
the purpose all votes and proceedings of the stockholders at their respective
meetings.  An Assistant Clerk shall, in the absence of the Clerk from any
meeting of the stockholders, perform the duties of the Clerk.  The Secretary
shall record in books kept for the purpose all votes and proceedings of the
Board of Directors at their respective meetings.  In the absence of the
Secretary from any meeting of the Board of Directors, the Assistant Secretary
shall perform the duties of Secretary.  If at any time there shall be no
Secretary or Assistant Secretary then serving, the Clerk shall perform the
duties of the Secretary.

     Unless the Board of Directors shall appoint a transfer agent and/or
registrar or other officer or officers for the purpose, the Clerk shall be
charged with the duties of keeping or causing to be kept accurate records of all
stock outstanding; stock certificates issued and stock transfers; and subject to
such other or different rules as may be adopted from time to time by the Board
of Directors, such records shall be kept solely in the stock certificate books.
The Clerk and the Secretary shall respectively perform such duties additional to
the foregoing as the directors may designate.

                                  ARTICLE IV
                                  ----------
                            Stockholders' Meetings
                            ----------------------

     Section 1.  Annual Meeting.  The annual meeting of stockholders of the
     ---------   --------------
corporation shall be held at the principal office of the corporation (or such
other place in the United States as may be named in the call) on the third
Tuesday in November in each year if not a legal holiday, and if a legal holiday,
then on the next succeeding business day, at eleven o'clock in the forenoon, to
elect officers, hear reports of the officers and transact other business.  If,
for any reason, any annual meeting is not so held, a special meeting as
hereinafter provided in Section 2 of this Article IV shall be called and held in
lieu of the

                                       5


annual meeting, and all business properly coming before such omitted annual
meeting shall be transacted at such special meeting.

     Section 2.  Special Meetings.  Special Meetings of the stockholders may be
     ---------   ----------------
called by the President or by a majority of the directors, and shall be called
by the Clerk, or in the absence, incapacity or refusal of the Clerk, by any
other officer upon written application of one or more stockholders who are
entitled to vote and who hold at least one-fourth part in interest of the
capital stock entitled to vote at the meeting, stating the time, place and
purpose of the meeting.  All special meetings of the stockholders shall be held
at the principal office of the corporation, or at such other place in the United
States as may be named in the call.

     Section 3.  Quorum.  At any meeting of the stockholders, a quorum for the
     ---------   ------
transactions of business shall consist of a majority in interest of all stock
issued, outstanding and entitled to vote, provided that less than such quorum
shall have power to adjourn the meeting from time to time without further notice
until a quorum is secured.

     Section 4.  Notices.  Notice of all meetings of stockholders shall be given
     ---------   -------
as follows, to wit:  a written notice, stating the place, day and hour thereof,
shall be given by the Clerk, or an Assistant Clerk, at least seven days before
the meeting, to each stockholder entitled to vote thereat and to each
stockholder who, under the Articles of Organization or the by-laws is entitled
to such notice, by leaving such notice with him or at his residence or usual
place of business, or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears on the books of the corporation.
Notice of all meetings of stockholders shall state the purpose for which the
meetings are called.  No notice of the time, place or purpose of any regular or
special meeting of the stockholder shall be required if every stockholder
entitled to notice thereof, or his attorney thereunto authorized, by writing
which is filed with the records of the meeting, waives such notice before or
after such meeting, or is present at such meeting.

     Section 5.  Voting.  At all meetings of the stockholders, every registered
     ---------   ------
stockholder entitled to vote shall have one vote for every share of voting stock
registered in his name.  When any share is held

                                       6


jointly by several persons, any one of them may vote at any meeting in person or
by proxy in respect of such share, but if more than one of them shall be present
at such meeting in person or by proxy, no vote shall be cast in respect of such
share unless the persons in question present or represented by proxy join in or
assent to such vote. In case of the death, bankruptcy, minority or mental
incapacity of any stockholder, the person entitled to transfer his shares shall
be entitled to vote in respect of such shares, and if there shall be more than
one such person, the right to vote shall be the same as if they were joint
holders thereof. A vote given in accordance with a proxy shall be regarded as
valid so far as the corporation is concerned notwithstanding the previous death
of the stockholder or revocation of the proxy, unless information in writing of
the death or revocation of the proxy, shall have been previously received by the
Chairman of the Board of Directors or President or Clerk of the corporation. Any
person entitled to vote at a meeting may vote by proxy granted at any time prior
to such meeting, which shall be named therein. Proxies shall be filed with the
Clerk or Assistant Clerk of the meeting. Proxies shall not be valid after the
final adjournment of the meeting for which they are given.

                                   ARTICLE V
                                   ---------
                              Directors' Meetings
                              -------------------

     Section 1.  Annual Meeting.  Immediately after each annual meeting of
     ---------   --------------
stockholders, and at the place thereof, if a majority of the directors elected
at the meeting were present thereat, there shall be a meeting of the directors
without notice; but if a majority of the directors chosen at any annual meeting
of stockholders were not present at such meeting, a meeting of the directors may
be called in the manner provided with respect to the call of special meetings of
directors.

     Section 2.  Regular Meetings.  Regular meetings of the Board of Directors
     ---------   ----------------
may be held at such time and place as may from time to time be fixed by
resolution of the Board and no notice need be given of regular meetings held at
times and places so fixed, provided, however, that any resolution relating to
the holding of regular meetings shall remain in force only until the next annual
meeting of stockholders and that if at any meeting of directors at which a
resolution is adopted fixing the times or place or places

                                       7


for any regular meetings any director is absent, no meeting shall be held
pursuant to such resolution until either each such absent director has in
writing or by telegram approved the resolution or seven (7) days have elapsed
after a copy of the resolution certified by the Secretary has been mailed,
postage prepaid, addressed to each such absent director at his last known
address.

     Section 3.  Special Meetings.  Special meetings of the directors shall be
     ---------   ----------------
called by the Secretary whenever requested in writing by the President or by any
two directors; and if the Secretary when so requested refuses or neglects for
more than twenty-four (24) hours to call such special meeting, the President or
such two directors may in the name of the Secretary call such meeting by giving
notice thereof in the manner required when notice is given by the Secretary.  At
any time when the office of Secretary is vacant or the Secretary is absent from
the Commonwealth or incapacitated, a special meeting of the directors may be
called by the President in his own name or by any two directors in their own
names by giving notice thereof in the manner required when notice is given by
the Secretary.

     Section 4.  Quorum.  At any meeting of the Board of Directors, a majority
     ---------   ------
of the directors for the time being shall constitute a quorum for the
transaction of business; provided always that any number of directors (whether
one or more and whether or not constituting a quorum) present at any meeting or
at any adjourned meeting may make any reasonable adjournment thereof.  Except as
otherwise provided herein, a favorable vote by a majority of those present at a
meeting shall be necessary to pass a motion duly made and seconded or to take
such action as may come before the meeting.

     Section 5.  Notices.  Except as provided elsewhere herein, notice of any
     ---------   -------
meeting of the directors shall be given by the Secretary or other officer to
each director, by mailing to him postage prepaid, and addressed to him at his
last known address, a written notice giving the time and place of such meeting
at least four days before the meeting or by delivering such notice to him at
least three days before the meeting.  Except as otherwise provided herein,
notices of directors' meetings need not specify the purposes thereof.  No notice
of any meeting of the Board of Directors shall be required to any director

                                       8


who attends the meeting or who, by a writing filed with the records of the
meeting, waives such notice either before or after such meeting.

                                  ARTICLE VI
                                  ----------
                              Executive Committee
                              -------------------

     Section 1.  The Board of Directors may elect an Executive Committee
     ---------
selected by it from the Board of Directors.  Any member of the Executive
Committee may be removed and replaced by the Board of Directors.

     Section 2.  Such Executive Committee by majority vote shall appoint one of
     ---------
their number as Chairman.  The Chairman, unless removed as a member of the
Executive Committee, shall hold the office until the next annual meeting of the
directors and until his successor is appointed.  He shall preside at all
meetings of the Executive Committee and may appoint a person of his own
choosing, who need not be a member of the Executive Committee, to act as
secretary and record the transactions, acts, deeds, votes, decisions, business
and affairs of the Executive Committee.

     Section 3.  Between meetings of the Board of Directors, such Executive
     ---------
Committee may, subject to the authority of the Board of Directors, exercise all
the powers of the Board of Directors, except that such Executive Committee shall
not have the power to (1) issue any of the capital stock of the corporation or
(2) create any long term indebtedness.

     Section 4.  The Executive Committee shall hold its meetings whenever and
     ---------
wherever called by the Chairman or by any two members thereof.  A majority of
the members of the Executive Committee as from time to time constituted shall
constitute a quorum for the transaction of all business at such meetings.  The
concurrent and consistent votes of a majority of the members of the Executive
Committee as from time to time constituted shall be necessary to pass any
motion, proposal or resolution, or to take any effective action at meetings of
the Executive Committee.

                                       9


     Section 5.  At each meeting of the Board of Directors, the Executive
     ---------
Committee, by its Chairman or other member designated by him, shall report all
the acts, deeds, votes, and resolutions of the Executive Committee which have
occurred since the next preceding meeting of the Board of Directors.

                                  ARTICLE VII
                                  -----------
              Privileges and Exemptions of Officers and Directors
              ---------------------------------------------------

     No officer or director of the corporation shall be disqualified by his
office from holding any office or place of profit in this corporation or in any
other corporation, or from holding any such position in any other corporation.
Except as otherwise mandatorily provided and required by law, no officer or
director of this corporation shall be personally liable for any vote, act or
deed of any other officer or director, nor for his own votes, acts and deeds
done by him in good faith.

                                 ARTICLE VIII
                                 ------------
                   Indemnification of Officers and Directors
                   -----------------------------------------

     In order to induce officers and directors of the corporation to continue to
serve as such and to induce others to serve as officers and directors of the
corporation and as partial consideration for such services, the corporation
shall reimburse, exonerate and hold harmless and indemnify each present and
future director and officer of the corporation of, from and against any and all
claims and liabilities to which he has heretofore or may hereafter become
subject by reason of his now or hereafter being a director or officer of the
corporation or by reason of his alleged acts or omissions as a director or
officer as aforesaid, and shall reimburse, exonerate, hold harmless and
indemnify each such director and officer for all legal and other expenses
reasonably paid or incurred by him in connection with any such claims or
liabilities, whether or not at or prior to the time when so reimbursed,
exonerated, held harmless and indemnified he had ceased to be a director or
officer of the corporation, unless such director or officer shall have been
finally adjudged by a court of competent jurisdiction to have been guilty of
willful malfeasance, bad faith or reckless disregard of his duties in the
conduct of his office.  The corporation prior to such final adjudication may
compromise, settle, pay and discharge any such claims and liabilities

                                       10


and pay such expenses if such settlement, payment or discharge, as the case may
be, appears in the judgment of a majority of the Board of Directors to be for
the best interest of the corporation, evidenced by a resolution to that effect
adopted after receipt by the corporation of a written opinion of counsel for the
corporation to the effect that such director or officer has not been guilty of
willful malfeasance, bad faith or reckless disregard of this duties in the
conduct of this office in connection with the matters involved in such
compromise, settlement, payment and discharge. The foregoing rights of such
directors and officers shall not be exclusive of any other rights to which they
may be lawfully entitled.

                                  ARTICLE IX
                                  ----------
                     Provisions Relating to Capital Stock
                     ------------------------------------

     Section 1.  Certificates of Stock.  Each stockholder shall be entitled to a
     ---------   ---------------------
certificate or certificates representing in the aggregate the shares held by
him, which shall be in such form as the Board of Directors may adopt.  Each
certificate of stock shall be signed by the President or a Vice President and by
the Treasurer or an Assistant Treasurer of the corporation, and shall be sealed
with its seal.  The corporation, for all purposes shall conclusively presume
that the registered holder of a certificate is the absolute owner of the shares
thereby represented and that his address appearing on the records of the
corporation is his proper address until otherwise notified in writing by him.

     Section 2.  Transfer of Stock.  The stock of the corporation shall be
     ---------   -----------------
transferable, so as to affect the rights of the corporation, only by transfer
recorded on the books of the corporation, in person or by attorney and upon the
surrender of the certificates duly endorsed or assigned.  The Board of Directors
may appoint any reliable trust company and/or national bank the transfer agent
and/or registrar of transfers of shares of stock of this corporation, and may
require that all certificates of stock shall bear its or their signatures.  The
stock and transfer books of the corporation shall be kept in the commonwealth of
Massachusetts at its principal office, or at the office of its transfer agent,
or elsewhere, as the Board of Directors shall determine.

                                       11


     Section 3.  Closing of Transfer Books.  The Board of Directors shall have
     ---------   -------------------------
power to close the stock transfer books of the corporation for a period not
exceeding sixty (60) days preceding the date of any meeting of the stockholders,
or the date for payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of the capital
stock shall go into effect; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in advance a date,
not exceeding sixty (60) days preceding the date of any meeting of the
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights with respect to any such change, conversion or
exchange of capital stock, 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 such record date fixed as aforesaid.

     Section 4.  Equitable Interest Not Recognized.  The corporation shall be
     ---------   ---------------------------------
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and shall not be bound to recognize any equitable or
other claims to or interest in such share or shares on the part of any other
person except as may be otherwise expressly provided by law.

     Section 5.  Lost Certificates.  Upon evidence satisfactory to the Board of
     ---------   -----------------
Directors that a certificate of stock has been lost or destroyed, and upon
receiving indemnity satisfactory to the Board of Directors against loss to the
corporation, said Board may authorize the issue of a new certificate in place
thereof.

                                       12


     Section 6.  Issue of Authorized Stock.  Any unissued capital stock from
     ---------   -------------------------
time to time authorized under the Articles of Organization may be issued, and
the consideration for and terms of the issue thereof determined, by vote of the
Board of Directors.

                                   ARTICLE X
                                   ---------
                       Securities in Other Corporations
                       --------------------------------

     The Board of Directors may appoint any person or persons to act as proxy or
attorney in fact of this corporation with full power of substitution at any
meeting of the security holders for the election of officers or for any other
purpose, of any corporation, securities in which shall be held by this
corporation.

                                  ARTICLE XI
                                  ----------
                  Checks, Notes, Drafts and Other Instruments
                  -------------------------------------------

     All checks, drafts, notes and other similar instruments shall be signed by
the Treasurer and/or by such other officer or officers and/or agent or agents as
the Board of Directors may from time to time designate.

                                  ARTICLE XII
                                  -----------
                        Corporate Seal and Fiscal Year
                        ------------------------------

     The seal of the corporation shall be circular in form and shall include the
name of the corporation, the year of incorporation and the word "Massachusetts".
The Clerk shall have custody of the seal and may affix it (as may any other
officer if authorized by the directors) to any instrument requiring the
corporate seal.  The fiscal year shall commence on October 1st of each year.

                                 ARTICLE XIII
                                 ------------
                                   Dividends
                                   ---------

     Dividends upon the capital stock of the corporation, subject to the
provisions of the Articles of Organization, if any, may be declared by the Board
of Directors at any regular or special meeting pursuant to law.

                                       13


                                  ARTICLE XIV
                                  -----------
                           Amendments of the By-Laws
                           -------------------------

     These by-laws may be amended by vote of the holders of a majority of the
stock outstanding and entitled to vote.  These by-laws may also be amended in
whole or in part by a two-thirds (2/3) vote of the Board of Directors (except
with respect to any provision hereof which by law, the Articles of Organization
or these by-laws, requires action by the stockholders); provided, however, that,
not later than the time of giving notice of the meeting of stockholders next
following any amendment of the by-laws by the Board of Directors, notice thereof
stating the substance of such amendment shall be given to all stockholders
entitled to vote on amending the by-laws.  Any by-law adopted by the directors
may be amended or repealed by the stockholder.

                                       14


                         ACTION BY WRITTEN CONSENT OF
                            THE SOLE SHAREHOLDER OF
                             GRADIENT CORPORATION

     The undersigned, being the sole shareholder of GRADIENT CORPORATION, a
Massachusetts Corporation, does hereby adopt the following resolutions by
written consent in lieu of the annual meetings to be held November 19, 1996:

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to Section 47 of Chapter 156B
     of the Massachusetts General Laws Annotated, that that portion of Article
     II, Section 1 of the Bylaws of this Corporation which presently provides
     that "The Board of Directors of the corporation shall consist of at least
     three (3) nor more than nine (9) Directors as the stockholders shall from
     time to time determine at their annual meeting," be amended to provide as
     follows:  "The Board of Directors of the corporation shall consist of at
     least one (1) nor more than nine (9) directors as the stockholders shall
     from time to time determine at their annual meeting, ...."

     RESOLVED FURTHER, that the number of directors of the Corporation be fixed
     at one (1), and that following person be, and he hereby is, nominated and
     unanimously elected as sole director of the Corporation, to serve until the
     next annual meeting and until his successor has been elected or until his
     earlier resignation, removal from office or death:

               Joseph K. Register, Jr.

     FURTHER RESOLVED, that the acts of the directors of the Corporation taken
     since the last annual meeting of the shareholders (or unanimous written
     consent in lieu thereof) be, and they hereby are, adopted, ratified, and
     approved.

EX-3.59

                                                                    EXHIBIT 3.59

                           ARTICLES OF INCORPORATION

                                      OF

                              H. A. WHITMAN, INC.

                              ___________________

     We, the undersigned natural persons of the age of twenty-one years of age,
do hereby associate ourselves into a business corporation under the laws of the
State of North Carolina, as contained in Chapter 55 of the General Statutes of
North Carolina, entitled "Business Corporation Act", and the several amendments
thereto, and to that end do hereby set forth:

     1.  The name of the corporation is H. A. Whitman, Inc.

     2.  The period of duration of the corporation shall be perpetual.

     3.  The purpose or purposes for which the corporation is organized are:

     To carry on and conduct a general engineering, constructing, excavating and
contracting business; to design, construct, enlarge, repair, demolish and engage
generally in any work upon buildings, roads, highways, streets, railroads,
bridges, waterworks and sewers, of concrete, iron, steel, wood, masonry, earth
and other construction; or to otherwise acquire and make available for
commercial purposes, sand, gravel and similar building materials; to buy and
sell or otherwise acquire or dispose of, either on its own account or as agent
for others, sand, gravel and similar products, either at wholesale or retail; to
manufacture, purchase, or otherwise acquire, to use, deal in, sell or otherwise
dispose of, bricks, tiles, earthenware, terra cotta, and ceramic ware of all
kinds, and all materials and articles for the manufacture thereof, also lumber,
iron, steel and building materials of all kinds and descriptions.

     To borrow and lend money and negotiate loans; to draw, accept, endorse, buy
and sell promissory notes, bonds, stocks, debentures, coupons and other
securities; to issue on


commission, subscribe for, take, acquire, hold, sell, exchange and deal in
shares, stocks, bonds, obligations, and securities of any government, authority,
or company, to form, promote, subsidize and assist companies, syndicates or
partnerships of all kinds, and to finance and refinance the same.

     In furtherance and not in limitation of the privileges of this corporation
it shall be lawful to purchase or acquire in any lawful manner, and to hold,
own, mortgage, pledge, sell, lease, transfer, or in any manner dispose of, and
deal and trade in, real estate, goods, wares, merchandise and property of any
and every class and description, and in any part of the world.

     To do any or all of the things herein set forth to the same extent as a
natural person or persons might or could do and in any part of the world, as
principals, agents, contractors, trustees or otherwise, and either alone or in
company with others.

     In general to carry on any other incidental business in connection
therewith not forbidden by the laws of the State of North Carolina, and with the
powers conferred upon corporations of this character by the laws of the State of
North Carolina.

     4.  The aggregate number of shares which the corporation shall have
authority to issue is 10,000 shares, divided into one class.  The designation of
each class, number of shares of each class, series, if any, within each class,
and the par value, if any, of the shares of each class, or a statement that the
shares of any class are without par value, is as follows:



     Class     Series        Number of Shares           Par Value per Share
                                               
    Common      ---              10,000                        $10.00


     The preferences, limitations and relative rights in respect to the shares
of each class are as follows:  None.

     5.  The minimum amount of consideration for its shares to be received by
the corporation before it shall commence business is $300.00.

                                       7


     6.  The address of the initial registered office of the corporation is 315
Jonestown Road, Winston-Salem, Forsyth County, North Carolina, and the name of
the initial registered agent at such address is H. A. Whitman.

     7.  The number of directors of the corporation may be fixed by the by-laws,
but shall not be less than three.

     The number of directors of the corporation constituting the initial board
of directors shall be three, and the names and addresses of the persons who are
to serve as directors until the first meeting of shareholders or until their
successors are elected and qualified are:



         NAMES                                      ADDRESSES
         -----                                      ----------
                           
     H. A. Whitman            315 Jonestown Road, Winston-Salem, Forsyth County,
                              North Carolina

     Betty B. Whitman         315 Jonestown Road, Winston-Salem, Forsyth County,
                              North Carolina

     G. Ray Motsinger         3600 Kirklees Drive, Winston-Salem,
                              Forsyth County, North Carolina


8.   The names and addresses of all of the incorporators are:



         NAMES                                      ADDRESSES
         -----                                      ---------
                           
     H. A. Whitman            315 Jonestown Road, Winston-Salem, Forsyth County,
                              North Carolina

     Betty B. Whitman         315 Jonestown Road, Winston-Salem, Forsyth County,
                              North Carolina

     G. Ray Motsinger         3600 Kirklees Drive, Winston-Salem,
                              Forsyth County, North Carolina


                                       8


     IN TESTIMONY WHEREOF, we have hereunto set our hands, this the 5th day of
  February, 1964.

                                /s/ H. A. Whitman
                                -------------------

                               /s/ Betty B. Whitman
                               ---------------------

                               /s/ G. Ray Motsinger
                               ---------------------

STATE OF NORTH CAROLINA

COUNTY OF FORSYTH

     THIS IS TO CERTIFY that on the 5th day of February, 1964, before me, a
Notary Public, personally appeared H. A. Whitman, Betty B Whitman and G. Ray
Motsinger, who I am satisfied are the persons named in and who executed the
foregoing Articles of Incorporation, and I having first made known to them the
contents thereof, they did each acknowledge that they signed and delivered the
same as their voluntary act and deed for the uses and purposes therein
expressed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal, this 5th day of February, 1964.


                                          /s/ Stephanie Badoud
                                     -----------------------------
                                          NOTARY PUBLIC

                                     My Commission expires:

                                                September 18, 1964
                                                ------------------


                                       9


                                                                       EXHIBIT A

                            STATE OF NORTH CAROLINA

                     Department of the Secretary of State

                    APPLICATION FOR REINSTATEMENT FOLLOWING
                          ADMINISTRATIVE DISSOLUTION

Pursuant to (S)55-14-22 of the North Carolina General Statues, the undersigned
corporation hereby submits this Application for Reinstatement Following
Administrative Dissolution:

1.   The name of the applicant corporation is:
                          H. A. Whitman, Inc.
     --------------------------------------------------------------------

2.   The effective date of the administrative dissolution of the applicant
     corporation was:

                      9/24/93
     ----------------------------------------------------------------------

3.   The ground or grounds for administrative dissolution of the applicant
     corporation as stated in its Certificate of Dissolution was or were:
              Failure to file annual report
     ----------------------------------------------------------------------
     ______________________________________________________________________

4.   Complete either (a) or (b) as appropriate:

     (a)  The grounds stated above for the administrative dissolution of the
          applicant corporation did not exist.  (Insert brief explanation.)
          _________________________________________________________________
          _________________________________________________________________

     (b)  The grounds stated above for the administrative dissolution of the
          applicant corporation have been eliminated. (Insert brief
          explanation.)
                        Past due reports have been filed
          ------------------------------------------------------------------
          __________________________________________________________________

5.   Enclosed is a fee of $25.00 as required by (S)55-1-22 of the North Carolina
     General Statutes.

This the 22nd day of Sept. 1995.

                                         H.A. Whitman, Inc.
                                    ------------------------------
                                    (Name of Applicant Corporation)

                                           /s/ Larry Jowes
                                    ------------------------------
                                    Signature

                                          Larry Jowes, V. Pres.
                                    ------------------------------
                                    Type or Print Name and Title

NOTES


1.   The filing fee for this Application for Reinstatement is $25.00, payable by
     check made to the order of the Secretary of State.
2.   This application and one exact or conformed copy must be filed with the
     Secretary of State.


                            State of North Carolina
                     Department of the Secretary of State
                             ARTICLES OF AMENDMENT
                             BUSINESS CORPORATION


Pursuant to (S)55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits the following Articles of Amendment for
the purpose of amending its Articles of Incorporation:

1. The name of the corporation is:  H.A. Whitman, Inc.
                                    ------------------

2. The text of each amendment adopted is as follows (State below or attach):

   Paragraph 1 of the Articles of Incorporation is changed to read:

       "The name of the corporation is IT Corporation of North Carolina, Inc."

3. If an amendment provides for an exchange, reclassification, or cancellation
   of issued shares, provisions for implementing the amendment, if not contained
   in the amendment itself, are as follows:

     NONE

4. The date of adoption of each amendment was as follows:  November 30, 1995

5. (Check either a, b, c, or d, whichever is applicable)

   (a)_______ The amendment(s) was (were) duly adopted by the incorporators
         prior to the issuance of shares.

   (b)_______ The amendment(s) was (were) duly adopted by the board of
         directors prior to the issuance of shares.

   (c)_______ The amendment(s) was (were) duly adopted by the board of directors
         without shareholder action as shareholder action was not required
         because (set forth a brief explanation of why shareholder action was
         not required)__________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

   (d) X      The amendment(s) was (were) approved by shareholder action, and
      -----
         such shareholder approval was obtained as required by Chapter 55 of the
         North Carolina General Statutes.


6. These articles will be effective upon filing, unless a delayed time and date
   is specified:
   _____________________________________________________________________________

This the 1st day of December, 1995.

                                         H.A. Whitman, Inc.
                                         -------------------------
                                                 Name of Corporation

                                         /s/ Mark Anderson Finkelstein
                                         -----------------------------
                                                     Signature

                                         Mark Anderson Finkelstein, Asst. Secy.
                                         --------------------------------------
                                           Type or Print Name and Title

                            STATE OF NORTH CAROLINA

                     Department of the Secretary of State

                    APPLICATION FOR REINSTATEMENT FOLLOWING
                          ADMINISTRATIVE DISSOLUTION


Pursuant to (S)55-14-22 of the North Carolina General Statues, the undersigned
corporation hereby submits this Application for Reinstatement Following
Administrative Dissolution:

1.   The name of the applicant corporation is:
                  IT Corporation of North Carolina, Inc.
     -----------------------------------------------------------------

2.   The effective date of the administrative dissolution of the applicant
     corporation was:
                      July 14, 1997
     -------------------------------------------------------------------

3.   The ground or grounds for administrative dissolution of the applicant
     corporation as stated in its Certificate of Dissolution was or were:
              Failure to file annual reports
     ---------------------------------------------------------------------
     _____________________________________________________________________
4.   Complete either (a) or (b) as appropriate:

     (a)  The grounds stated above for the administrative dissolution of the
          applicant corporation did not exist.  (Insert brief explanation.)

          _____________________________________________________________________
          _____________________________________________________________________

     (b)  The grounds stated above for the administrative dissolution of the
          applicant corporation have been eliminated.  (Insert brief
          explanation.)
             Please see attached annual reports for 1996 and 1997
          ----------------------------------------------------------------------
          ______________________________________________________________________


5.   Enclosed is a fee of $100.00 as required by (S)55-1-22 of the North
     Carolina General Statutes.

This the 20 day of July, 1998.

                                        IT Corporation of North Carolina, Inc.
                                        --------------------------------------
                                        (Name of Applicant Corporation)

                                        /s/ James M. Redwine
                                        ---------------------------------------
                                                  (Signature)

                                        James M. Redwine, Assistant Secretary
                                        -------------------------------------
                                            (Type or Print Name and Title)
Notes:
1. The filing fee for this Application is $100.
2. This application and one exact or conformed copy must be filed with the
   Secretary of State.

Corporations Division      P.O. Box 29525        Raleigh, NC 27626-0525

EX-3.60

                                                                    EXHIBIT 3.60


                                    BY-LAWS

                                      OF

                    IT CORPORATION OF NORTH CAROLINA, INC.


                                   ARTICLE I

                                    Offices
                                    -------

     Section 1.  Principal Office.  The principal office of the Corporation
     ----------  ----------------
shall be located at such place, within or without the State of North Carolina,
as shall be determined from time to time by the Board of Directors, and as shall
have been so designated most recently in the annual report of the Corporation or
amendment thereto, filed with the North Carolina Secretary of State pursuant to
the North Carolina Business Corporation Act.

     Section 2.  Registered Office.  The Corporation shall maintain a registered
     ----------  -----------------
office in the State of North Carolina, as required by Section 55-05-01 of the
North Carolina Business Corporation Act (the "Act"), which may be, but need not
be, identical with the principal office.

     Section 3.  Other Offices.  The Corporation may have offices at any places,
     ----------  -------------
either within or outside the State of North Carolina, as the Board of Directors
may from time to time determine.

                                  ARTICLE II

                           Meetings of Shareholders
                           ------------------------

     Section 1.  Annual Meetings.  The annual meeting of the shareholders shall
     ----------  ---------------
be held each year at such date and time as shall be designated by the Board of
Directors or the Chief Executive Officer of the Corporation, for the purpose of
electing directors of the Corporation and for the transaction of such other
business as may be properly brought before the meeting.


     Section 2.  Substitute Annual Meeting.  If the annual meeting shall not be
     ----------  -------------------------
held on the day designated by these By-laws, a substitute annual meeting may be
called in accordance with Section 3 of this Article II, which provides for the
calling of a special meeting, and a substitute annual meeting so called shall be
designated and treated, for all purposes, as the annual meeting.

     Section 3.  Special Meetings.  Special meetings of the shareholders may be
     ----------  ----------------
called at any time by the President, or any member of the Board of Directors, or
by any shareholder pursuant to written request.

     Section 4.  Place of Meetings.  All meetings of the shareholders shall be
     ----------  -----------------
held at the principal office of the Corporation except that a meeting may be
held at such other place, within or outside the State of North Carolina, as may
be designated in a duly executed waiver of notice of such meeting or as may be
otherwise agreed.

     Section 5.  Notice of Meetings.
     ----------  ------------------

     (a)  Required Notice. Written notice stating the place, day and hour of any
          ---------------
annual or special shareholder meeting shall be delivered not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Board of
Directors, or other persons calling the meeting, to each shareholder of record,
entitled to vote at such meeting and to any other shareholder entitled by the
Act or the Articles of Incorporation to receive notice of the meeting.  Notice
shall be deemed to be effective at the earlier of:  (1) the time of deposit in
the United States mail, addressed to the shareholder at his address as it
appears on the Corporation's current record of shareholders, with postage
thereon prepaid; (2) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; (3) when

                                       2


received; or (4) five days after deposit in the United States mail, if mailed
postage paid and correctly addressed to an address other than that shown in the
Corporation's current record of shareholders.

     (b)  Adjourned Meeting.  If any shareholder meeting is adjourned to a
          -----------------
different date, time, or place, notice need not be given of the new date, time
and place if the new date, time and place is announced at the meeting before
adjournment. But if a new record date for the adjourned meeting is or must be
fixed, as provided by Section 2.6 of the By-laws, then notice must be given
pursuant to the requirements of paragraph (a) of this Section 5, to those
persons who are shareholders as of the new record date.

     (c)  Waiver of Notice.  A shareholder may waive notice of the meeting (or
          ----------------
any notice required by the Act, Articles of Incorporation, or By-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the Corporation (either before or after the date and time of meeting stated in
the notice) for inclusion in the minutes or filing with the corporate records.

     A shareholder's attendance at a meeting:

     (1)  waives objection to lack of notice or defective notice of the meeting,
          unless the shareholder at the beginning of the meeting objects to
          holding the meeting or transacting business at the meeting; and

     (2)  waives objection to consideration of a particular matter at the
          meeting that is not within the purpose or purposes described in the
          meeting notice, unless the shareholder objects to considering the
          matter when it is presented.

     (d)  Contents of Notice.  The notice of each special shareholder meeting
          ------------------
shall include a description of the purpose or purposes for which the meeting is
called.  Except as provided in

                                       3


this Section 5(d), or as provided in the Corporation's articles, or otherwise in
the Act, the notice of an annual shareholder meeting need not include a
description of the purpose or purposes for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either (1) a
proposed amendment to the Articles of Incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the Corporation's property; (4) the dissolution of the
Corporation; or (5) the removal of a Director, the notice must so state and be
accompanied by respectively a copy or summary of the (1) articles of amendment;
(2) plan of merger or share exchange; and (3) transaction for disposition of all
the Corporation's property. If the proposed corporate action creates dissenters'
rights, the notice must state that shareholders are or may be entitled to assert
dissenters' rights and must be accompanied by a copy of the relevant provisions
of the Act. If the Corporation issues or authorizes the issuance of shares for
promissory notes or for promises to render services in the future, the
Corporation shall report in writing to all the shareholders the number of shares
authorized or issued, and the consideration received with or before the notice
of the next shareholder meeting. Likewise, if the Corporation indemnifies or
advances expenses to a Director, as defined in N.C.G.S. Section 55-16-21 or any
other successor statutory provisions, this shall be reported to all the
shareholders with or before notice of the next shareholder's meeting.

     Section 6.  Record Date.  For the purpose of determining shareholders
     ----------  -----------
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may fix in advance a date as the
record date for one or more voting groups for any such determination

                                       4


of shareholders, such record date in any case to be not more than sixty (60)
days immediately preceding the date of the meeting or the date on which the
particular action, requiring such determination of shareholders, is to be taken.

     If no record date is fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, the close of business on
the day before the date on which notice of the meeting is first mailed to
shareholders shall be the record date for such determination of shareholders.

     A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

     Section 7.  Shareholders List.  Not later than two business days after the
     ----------  -----------------
date notice of a meeting of shareholders is first given, the Secretary or other
office or person having charge of the stock transfer books of the Corporation
shall prepare an alphabetical list of the shareholders entitled to notice of
such meeting, with the address of and number of shares held by each shareholder,
arranged by voting group (and by class or series of shares within each voting
group), which list shall be kept on file at the principal office of the
Corporation (or such other place in the city where the meeting is to be held as
may be identified in the notice of the meeting) for the period commencing two
business days after notice of the meeting is first given and continuing through
such meeting, and which list shall be available for inspection by any
shareholder, or his or her agent or attorney, upon his or her demand, at any
time during regular business hours. This list shall also be produced and kept
open at the time and place of the meeting and shall be subject

                                       5


to inspection by any shareholder, or his or her agent or attorney, during the
whole time of the meeting and any adjournment thereof.

     Section 8.  Quorum.  Except as otherwise provided in statute, or by the
     ----------  ------
charter of the Corporation, or by these By-laws, the presence in person or by
proxy of holders of record of a majority of the shares entitled to vote at the
meeting shall be necessary to constitute a quorum for the transaction of
business.  In the absence of a quorum, a majority in interest of the
shareholders entitled to vote present in person or by proxy, may adjourn the
meeting from time to time.  At any such adjourned meeting, at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally called if a quorum had been there
present.  The shareholders present in person or by proxy at a meeting at which a
quorum is present may continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.

     Section 9.  Voting.  At each meeting of shareholders every holder of record
     ----------  ------
of shares entitled to vote shall be entitled to one vote for every share
standing in his name on the books of the Corporation and all questions, except
as otherwise provided by statute, or by the Articles of Incorporation, or by
these By-laws, shall be determined by a majority of the votes so cast.  Persons
holding shares in a fiduciary capacity shall be entitled to vote the shares so
held.  Any shareholder entitled to vote may vote by proxy, provided that the
instrument authorizing such proxy to act shall have been executed in writing by
the shareholder or his duly authorized attorney.  No proxy shall be valid after
the expiration of eleven months from the date of its execution, unless the
person executing it shall have specified therein the length of time it is to
continue in force or limits its use to a particular meeting and in any event no
proxy shall be valid after ten years from the date of its execution.  Each
instrument designating a proxy shall be

                                       6


exhibited to the Secretary of the meeting and shall be filed with the records of
the Corporation. Voting on all matters, except the election of Directors, shall
be by voice vote or by a show of hands except that if prior to voting on any
particular matter demand shall be made by or on behalf of the holders of not
less than one-tenth of the shares represented at such meeting that the vote
thereon be taken by ballot.

     Section 10.  Organization.  Each meeting of shareholders shall be presided
     -----------  ------------
over by the Chief Executive Officer, or, in the absence or at the request of the
Chief Executive Officer, or, by such other officer as the Chief Executive
Officer or the Board of Directors may designate, or in their absence and in the
absence of such designation, by any person selected to preside by plurality vote
of the shares represented and entitled to vote at the meeting, with each share
having the same number of votes to which it would be entitled on any other
matter on which all shares represented and entitled to vote at the meeting would
be entitled to vote.  The Secretary, or in the absence or at the request of the
Secretary, any person designated by the person presiding at the meeting, shall
act as Secretary of the meeting.

     Section 11.  Informal Action by Shareholders.  Any action which may be
     -----------  -------------------------------
taken by the shareholders at a meeting thereof may be taken without a meeting if
consent in writing, setting forth the action taken, shall be signed by all of
the persons who would be entitled to vote upon such action at a meeting and
filed with the Secretary of the Corporation.  Any consent so filed with the
Secretary of the Corporation shall be filed in the corporate minute book in like
manner as minutes of a meeting.  Any such consent shall have the same force and
effect as a unanimous vote of shareholders.

                                       7


                                  ARTICLE III

                              Board of Directors
                              ------------------

     Section 1.  General Powers.  The property, affairs and business of the
     ----------  --------------
Corporation shall be managed by the Board of Directors.

     Section 2.  Number, Term of Office and Qualification.  The number of
     ----------  ----------------------------------------
Directors shall be not less than one (1) and not more than five (5).  Each
Director shall continue in office until the annual meeting of shareholders held
next after this election and until his successor shall have been duly elected
and qualified, or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.  Directors need not be residents of
the State of North Carolina or shareholders of the Corporation.

     Section 3.  Election of Directors.  Except as provided in Section 5 of this
     ----------  ---------------------
Article III, the Directors shall be elected at the annual meeting of
shareholders and the persons who shall receive the highest number of votes shall
be the elected Directors. If prior to voting for the election of Directors
demand therefore shall be made by or on behalf of any shares entitled to vote at
such meeting the election of Directors shall be by a ballot.

     Section 4.  Removal of Directors.  The shareholders may remove one or more
     ----------  --------------------
Directors at a meeting called for the purpose if notice has been given that a
purpose of the meeting is such removal.  The removal may be with or without
cause unless the Articles of Incorporation provide that Directors may only be
removed with cause.  If a Director is elected by a voting group of shareholders,
only the shareholders of that voting group may participate in the vote to remove
him.  If cumulative voting is authorized, a Director may not be removed if the
number of votes sufficient to elect him under cumulative voting is voted against
his removal.  If

                                       8


cumulative voting is not authorized, a Director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.

     Section 5.  Vacancies.  A vacancy in the Board of Directors created by an
     ----------  ---------
increase in the authorized number of Directors shall be filled only by election
at an annual meeting of shareholders or at a special meeting of shareholders
called for that purpose.  Any vacancy in the Board of Directors created other
than by an increase in the number of Directors may be filled by a majority of
the remaining Directors, though less than a quorum, or by the sole remaining
Director.  The shareholders may elect a Director at any time to fill any vacancy
not filled by the Directors.  In the event of the resignation of a Director to
take effect at a future date either the Board of Directors or the shareholders,
at any time after tender of such resignation, may elect a successor to such
Director to take office as of the effective date of such resignation.

     Section 6.  Compensation of Directors.  The Board of Directors, in its
     ----------  -------------------------
discretion, may cause the Corporation to compensate Directors for their services
as Directors and may provide for the payment by the Corporation of all expenses
incurred by Directors in attending regular and special meetings of the Board.
No such payment shall preclude any Director from serving the Corporation in any
capacity and receiving compensation there for.

                                  ARTICLE IV

                             Meetings of Directors
                             ---------------------

     Section 1.  Regular Meetings.  A regular annual meeting of the Board of
     ----------  ----------------
Directors may be held immediately after the annual meeting of shareholders and
if not then held shall be held within a reasonable time thereafter.

     Section 2.  Special Meetings.  Special meetings of the Board of Directors
     ----------  ----------------
may be called by or at the request of the President.

                                       9


     Section 3.  Place of Meetings.  All meetings of the Board of Directors
     ----------  -----------------
shall be held at the principal office of the Corporation except that such
meetings may be held at such other place, within or outside the State of North
Carolina as may be designated in a duly executed waiver of notice of such
meeting or as may be otherwise agreed upon in advance of the meeting by a
majority of the Directors.

     Section 4.  Notice of Meetings.  Regular meetings of the Board of Directors
     ----------  ------------------
may be held without notice.  Special meetings shall be called on not less than
two days' prior notice. Notice of a special meeting need not state the purpose
thereof and such notice shall be directed to each Director at his residence or
usual place of business by mail, cable, telegram or may be delivered personally.
The presence of a Director at a meeting shall constitute a waiver of notice of
that meeting except only when such Director attends the meeting solely for the
purpose of objecting to the transaction of any business thereat, on the grounds
that the meeting has not been lawfully called, and does not otherwise
participate in such meeting.

     Section 5.  Quorum and Manner of Acting.  A majority of the number of
     ----------  ---------------------------
Directors fixed by these By-laws as the number of Directors of the Corporation
shall constitute a quorum for the transaction of any business at any meeting of
the Board of Directors.  Except as otherwise expressly provided in this Section,
the act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.  The vote of seventy-five
percent (75%) of the Directors then holding office shall be required to adopt,
amend or repeal a By-law or to dissolve the Corporation pursuant to the
provisions of the Act without shareholder consent.

     Section 6.  Committees.  The Board of Directors, by resolution adopted by a
     ----------  ----------
majority of the number of Directors then in office, may designate and appoint
from among its members

                                       10


one or more Committees, each consisting of two or more Directors, who shall
serve as members of such Committee at the pleasure of the Board of Directors.
Each such Committee, to the extent provided in such resolution, shall have and
may exercise all of the authority of the Board of Directors in the management of
the Corporation, except that no such Committee shall have authority to: (a)
authorize dividends or other distributions not permitted by applicable law to be
authorized by a Committee; (b) approve or propose to shareholders action that
applicable law requires to be approved by shareholders; (c) fill vacancies on
the Board of Directors or on any Committee; (d) amend the Articles of
Incorporation; (e) adopt, amend or repeal By-laws; (f) approve a plan of merger
not requiring shareholder approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; (h) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares (except that the Board of Directors
may authorize a Committee or a senior executive officer to do so within limits
specifically prescribed by the Board of Directors; or (i) amend or repeal any
resolution of the Board of Directors that by its terms provides that it is not
so amendable or repealable. Nothing herein shall preclude the Board of Directors
from establishing and appointing any Committee, whether of Directors or
otherwise, not having or exercising the authority of the Board of Directors.

     Section 7.  Informal Action of Directors.  Action taken by a majority of
     ----------  ----------------------------
the Directors without a meeting shall constitute Board action if written consent
to the action in question is signed by all the Directors and filed with the
minutes of the proceedings of the Board, whether done before or after the action
so taken.

                                       11


     Section 8.  Resignations.  Any Director may resign at any time by giving
     ----------  ------------
written notice to the President or the Secretary of the Corporation.  Such
resignation shall take effect at the time specified therein, or if no time is
specified therein, at the time such resignation is received by the President or
Secretary of the Corporation unless it shall be necessary to accept such
resignation before it becomes effective, in which event the resignation shall
take effect upon its acceptance by the Board of Directors.  Unless otherwise
specified therein, the acceptance of any such resignation shall not be necessary
to make it effective.

                                   ARTICLE V

                                   Officers
                                   --------

     Section 1.  Number of Officers.  The Directors shall elect a President and
     ----------  ------------------
may elect as additional officers of the Corporation one or more Vice Presidents,
a Secretary and a Treasurer, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V.  Any two offices
or more may be held by one person, except the offices of President and Secretary
must be held by different persons.  No officer shall sign or execute any
document in more than one capacity.

     Section 2.  Election, Term of Office and Qualifications.  Each officer,
     ----------  -------------------------------------------
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article V, shall be chosen by the Board of Directors and shall
hold office until the annual meeting of the Board of Directors held next after
his election or until his death or until he shall resign or shall have been
disqualified or shall have been removed from office.

     Section 3.  Subordinate Officers and Agents.  The Board of Directors from
     ----------  -------------------------------
time to time may appoint other officers or agents, each of whom shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors from time to time may

                                       12


determine. The Board of Directors may delegate to any officer or agent the power
to appoint any subordinate officer or agent and to prescribe his respective
authority and duties.

     Section 4.  Removal.  The officers specifically designated in Section 1 of
     ----------  -------
this Article V may be removed, either with or without cause, by vote of a
majority of the whole Board of Directors at a special meeting of the Board
called for that purpose. The officers appointed in accordance with the
provisions of Section 3 of this Article V may be removed, either with or without
cause, by the Board of Directors, by a majority of the Directors present at any
meeting, or by any officer or agent upon whom such power of removal may be
conferred by the Board of Directors. The removal of any person from office shall
be without prejudice to the contract right, if any, of the person so removed.

     Section 5.  Resignations.  Any officer may resign at any time by giving
     ----------  ------------
written notice to the Board of Directors or to the President or the Secretary of
the Corporation, or if he was appointed by an officer or agent in accordance
with Section 3 of this Article V, by giving written notice to the officer or
agent who appointed him. Any such resignation shall take effect upon its being
accepted by the Board of Directors or by the officer or agent appointing the
person so resigning.

     Section 6.  Vacancies.  A vacancy in any office because of death,
     ----------  ---------
resignation, removal or disqualification, or any other cause, shall be filled
for the unexpired portion of the term in the manner prescribed by these By-laws
for regular appointments or elections to such offices.

     Section 7.  President.  The President shall be the Chief Executive Officer
     ----------  ---------
of the Corporation, and, subject to the instructions of the Board of Directors,
shall have general charge of the business, affairs and property of the
Corporation and control over its other officers, agents and employees. He shall
preside at all meetings of the shareholders and of the Board of

                                       13


Directors at which he may be present. The President shall do and perform such
other duties as from time to time may be assigned to him by the Board of
Directors.

     Section 8.   Vice President.  At the request of the President, or in his
     ----------   --------------
absence or disability, the Vice President, and if there be more than one Vice
President designated by the Board of Directors, or in the absence of such
designation, the Vice President designated by the President, shall perform all
the duties of the President and when so acting shall have all the powers of and
be subject to all the restrictions upon the President. The Vice Presidents shall
perform such other duties and have such authority as from time to time may be
assigned to them by the Board of Directors.

     Section 9.   Secretary.  The Secretary shall keep the minutes of the
     ----------   ---------
meetings of shareholders and of the Directors, and shall see that all notices
are duly given in accordance with the provisions of these By-laws or as required
by law. He shall be custodian of the records, books, reports, statements,
certificates, and other documents of the Corporation and of the seal of the
Corporation, and see that the seal is affixed to all share certificates prior to
their issuance and to all documents requiring such seal. In general he shall
perform all duties and possess all authority incident to the office of the
Secretary, and he shall perform such other duties and have such other authority
as from time to time may be assigned to him by the Board of Directors.

     Section 10.  Treasurer.  The Treasurer shall have supervision over the
     -----------  ---------
funds, securities, receipts and disbursements of the Corporation. He shall keep
full and accurate accounts of the Corporation in books especially provided for
that purpose, and he shall cause a true statement of its assets and liabilities,
of the results of its operations and of changes in surplus for each fiscal year,
all in reasonable detail, including particulars as to convertible securities
then outstanding, to be made and filed at the registered or principal office of
the Corporation within four months after

                                       14


the end of such fiscal year. The statement so filed shall be kept available for
inspection by any shareholder for a period of ten years and the Treasurer shall
mail or otherwise deliver a copy of the latest such statement to any shareholder
upon his written request for the same. He shall in general perform all duties
and have all authority incident to the office of Treasurer and shall perform
such other duties and have such other authority as from time to time may be
assigned or granted to him by the Board of Directors. He may be required to give
a bond for the faithful performance of his duties in such form and amount as the
Board of Directors may determine.

     Section 11.  Assistant Secretaries and Treasurers.  The Assistant
     -----------  ------------------------------------
Secretaries and Assistant Treasurers, if any, shall, in the absence or
disability of the Secretary or the Treasurer, respectively, have all the powers
and perform all of the duties of those officers, and they shall in general
perform such other duties as shall be assigned to them by the Secretary or
Treasurer, respectively, or by the President or the Board.

     Section 12.  Duties of Officers May Be Delegated.  In case of the absence
     -----------  -----------------------------------
of any officer of the Corporation or for any other reason that the Board may
deem sufficient, the Board may delegate the powers or duties of such officer to
any other officer or to any Director for the time being provided a majority of
the entire Board of Directors concurs therein.

     Section 13.  Salaries of Officers.  No officer of the Corporation shall be
     -----------  --------------------
prevented from receiving a salary as such officer or from voting thereon by
reason of the fact that he is also a Director of the Corporation. The salaries
of the officers of the Corporation, including such officers as may be Directors
of the Corporation, shall be fixed from time to time by the Board of Directors,
in its discretion, except that the Board of Directors may delegate to any
officer who has been given power to appoint subordinate officers or agents, as
provided in Section 3 of this

                                       15


Article V, the authority to fix the salaries or other compensation of any such
officers or agents appointed by him.

                                  ARTICLE VI

         Indemnification of Directors, Officers, Agents and Employees
         ------------------------------------------------------------

     Section 1.  Indemnification.  Any person who at any time serves or has
     ----------  ---------------
served as a Director of the Corporation shall have a right to be indemnified by
the Corporation to the fullest extent permitted by law against (a) expenses,
including reasonable attorneys' fees, actually and necessarily incurred by him
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, whether
formal or informal, and whether or not brought by or on behalf of the
Corporation, arising out of his status as such Director, or his service, at the
request of the Corporation as a Director, officer, partner, trustee, employee or
agent of any other corporation, partnership, joint venture, trust or other
enterprise or as a trustee or administrator under an employee benefit plan, or
his activities in any of the foregoing capacities, and (b) any liability
incurred by him, including, without limitation, satisfaction of any judgment,
money decree, fine (including any excise tax assessed with respect to an
employee benefit plan), penalty or settlement, for which he may have become
liable in connection with any such action, suit or proceeding.

     The Board of Directors of the Corporation shall take all such action as may
be necessary and appropriate to authorize the Corporation to pay the
indemnification required by this By-law, including, without limitation, to the
extent necessary, (a) making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him
and (b) giving notice to and obtaining approval by the shareholders of the
Corporation.

                                       16


     Expenses incurred by a Director in defending an action, suit or proceeding
may 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 the
Director to pay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation against such expenses.

     Any person who at any time after the adoption of this By-law serves or has
served as a Director of the Corporation shall be deemed to be doing or to have
done so in reliance upon, and as consideration for, the right of indemnification
provided herein, and any modification or repeal of these provisions for
indemnification shall be prospective only and shall not affect any rights or
obligations existing at the time of such modification or repeal. Such right
shall inure to the benefit of the legal representatives of any such person,
shall not be exclusive of any other rights to which such person may be entitled
apart from the provisions of this By-law, and shall not be limited by the
provisions for indemnification in Sections 55-8-51 through 55-8-56 of the Act or
any successor statutory provisions.

     Any person who is entitled to indemnification by the Corporation hereunder
shall also be entitled to reimbursement of reasonable costs, expenses and
attorneys' fees incurred in obtaining such indemnification.

                                  ARTICLE VII

               Contracts, Loans, Deposits, Checks, Drafts, Etc.
               ------------------------------------------------

     Section 1.  Contracts.  Except as otherwise provided in these By-laws, the
     ----------  ---------
Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or to execute or deliver any instrument on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

                                       17


     Section 2.  Loans.  No loans shall be contracted on behalf of the
     ----------  -----
Corporation and no evidence of indebtedness shall be issued in its name, unless
and except as authorized by the Board of Directors. Any officer or agent of the
Corporation thereunto so authorized may effect loans or advances for the
Corporation and for such loans or advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation.
Any such officer or agent, when thereunto so authorized, may mortgage, pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness, and liabilities of the Corporation any real property and
all stocks, bonds, other securities and other personal property at any time held
by the Corporation, and to that end may endorse, assign and deliver the same,
and do every act and thing necessary or proper in connection therewith. Such
authority may be general or confined to specific instances.

     Section 3.  Deposits.  All funds of the Corporation shall be deposited from
     ----------  --------
time to time to the credit of the Corporation in such banks or trust companies
or with such bankers or other depositories as the Board of Directors may select,
or as may be selected by any officer or officers, agent or agents of the
Corporation to whom such power may from time to time be given by the Board of
Directors.

     Section 4.  Checks, Drafts, Etc.  All notes, drafts, acceptances, checks
     ----------  -------------------
and endorsements or other evidences of indebtedness shall be signed by the
President or Vice President and by the Secretary or the Treasurer, or in such
other manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the Corporation in any of its duly
authorized depositories will be made by the President or Treasurer or by any
officer or agent who may be designated by resolution of the Board of Directors
in such manner as such resolution may provide.

                                       18


     Section 5.  Proxies.  Any share in any other Corporation which may from
     ----------  -------
time to time be held by the Corporation may be represented and voted at any
meeting of shareholders of such other Corporation by any person or person
thereunto authorized by the Board of Directors or if no one be so authorized, by
the President or a Vice President or by any proxy appointed in writing by the
President or Vice President.

                                 ARTICLE VIII

                  Certificates for Shares and Their Transfer
                  ------------------------------------------

     Section 1.  Certificates for Shares.  Certificates for shares of the
     ----------  -----------------------
Corporation shall be in such form as shall be approved by the Board of
Directors. They shall be signed by the President or Vice President and by the
Secretary or Treasurer and sealed with the seal of the Corporation, and which
seal may be a facsimile, engraved or printed.

     Section 2.  Shares Without Certificates.
     ----------  ---------------------------

     (a)  Issuing Shares Without Certificates.  Unless the Articles of
          -----------------------------------
Incorporation provide otherwise, the Board of Directors may authorize the
issuance of some or all the shares of any or all of its classes or series
without certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the Corporation.

     (b)  Information Statement Required.  Within a reasonable time after the
          ------------------------------
issue or transfer of shares without certificates, the Corporation shall send the
shareholder a written statement containing at minimum:

     (1)  the name of the issuing Corporation and that it is organized under the
          law of this state;

     (2)  the name of the person to whom issued; and

                                       19


     (3)  the number and class of shares and the designation of the series, if
          any, of the issued shares.

     If the Corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable to each
class and the variation in rights, preferences, and limitations determined for
each series and the authority of the Board of Directors to determine variations
for future series.

     Section 3.  Transfer of Shares.  A book shall be kept containing the names
     ----------  ------------------
of all shareholders of the Corporation, showing their places of residence, the
number of shares held by them respectively, and the time when they respectively
become the owners thereof. Transfers of the shares of the Corporation shall be
made on the books of the Corporation at the direction of the record holder
thereof or his attorney thereunto duly authorized by a power of attorney duly
executed and filed with the Secretary, or with the transfer agent, if any, for
such shares, and the surrender of the certificate or certificates for such
shares properly endorsed. The Corporation shall be entitled to treat the holder
of record of any share or shares as the holder and owner thereof and shall not
be bound to recognize any legal, equitable, or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
the laws of the State of North Carolina.

     Section 4.  Registration of the Transfer of Shares.  Registration of the
     ----------  --------------------------------------
transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation. In order to register a transfer, the record owner
shall surrender the shares to the Corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the Corporation has
established a

                                       20


procedure by which a beneficial owner of shares held by a nominee is to be
recognized by the Corporation as the owner, the person in whose name shares
stand on the books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.

     Section 5.  Lost or Destroyed Certificates.  The holder of any share or
     ----------  ------------------------------
shares of the Corporation shall immediately notify the Corporation of any loss,
destruction, theft or mutilation of the certificate thereof and the Corporation
with the approval of the Board of Directors may issue a new certificate of such
share or shares in the place of such certificate theretofore issued by it
alleged to have been lost, destroyed, stolen or mutilated. The Board of
Directors in its discretion may require the owner of the certificate alleged to
have lost, destroyed, stolen or mutilated, or his legal representative to give
the Corporation and its transfer agent and its registrar, if any, before the
issuance of such new certificate, a bond of indemnity in such sum and in such
form and with such surety or sureties as the Board of Directors may direct or
the Board may authorize the issuance of such new certificate without requiring
such bond.

     Section 6.  Regulations.  The Board of Directors may make such rules and
     ----------  -----------
regulations as it may deem expedient concerning the issuance and transfer of
certificates for shares of the Corporation and may appoint transfer agents or
registrars, or both, and may require all certificates of stock to bear the
signature of either or both.

     Section 7.  Restrictions on Transfer of Shares.  The purchase, sale, or
     ----------  ----------------------------------
other transfer of shares of the Corporation, whether directly or indirectly, by
inter vivos transfer or otherwise, may be restricted or limited by agreements
between the Corporation and the shareholders or by agreements between the
respective shareholders, or both, provided such agreements are executed in
accordance with all applicable laws pertaining to such agreements and a copy of
any such agreements is filed with the Secretary of the Corporation within ninety
(90) days of its execution.

                                       21


When so filed, said agreements shall become a part of these By-laws as if fully
expressed herein and shall be binding upon the Corporation and its shareholders
whether or not the Corporation or its shareholders are actual parties to the
said agreements.

                                  ARTICLE IX

                              General Provisions
                              ------------------

     Section 1.  Corporate Seal.  The corporate seal shall be in such form as
     ----------  --------------
shall be approved from time to time by the Board of Directors.

     Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be
     ----------  -----------
established by resolution of the Board of Directors.

     Section 3.  Waiver of Notice.  Whenever any notice is required to be given
     ----------  ----------------
to any shareholder or Director under the provisions of the Act or under the
provisions of the Articles of Incorporation or By-laws of this Corporation, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice.

     Section 4.  Dividends.  The Board of Directors may, from time to time
     ----------  ---------
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Articles of
Incorporation of the Corporation.  The Board of Directors may fix in advance a
record date for determining the shareholders entitled to a dividend.  If such
record date is not fixed by the Board of Directors, the date the Board of
Directors authorizes such dividend shall be the record date.

     Section 5.  Construction.  All references in these By-laws to "shareholder"
     ----------  ------------
or "shareholders" refer to the person or persons in whose names shares are
registered in the records of the Corporation, except to the extent that a
beneficial owner of shares that are registered in the

                                       22


name of a nominee is recognized by the Corporation as a "shareholder" in
accordance with a procedure therefore that the Corporation may, but need not,
establish pursuant to applicable law. All personal pronouns used in these By-
laws shall include persons of any gender. All terms used herein and not
specifically defined herein but defined in the Act shall have the same meanings
herein as given under the Act, unless the context otherwise requires.

     Section 6.  Amendments.  Except as otherwise provided, these By-laws may be
     ----------  ----------
amended or repealed and new By-laws may be adopted by the affirmative vote of a
majority of the Directors then holding office at any regular or special meeting
of the Board of Directors. The Board of Directors shall not have power to adopt
a By-law: (1) requiring more than a majority of the voting share for a quorum at
a meeting of shareholders or more than a majority of the votes cast to
constitute action by the shareholders, except where higher percentages are
required by law, (2) providing for the management of the Corporation other than
by the Board of Directors or its Executive Committee, (3) increasing or
decreasing the number of Directors, (4) clarifying and staggering the election
of Directors. The shareholders may make, alter, amend and repeal the By-laws of
the Corporation at any annual meeting or at a special meeting called for such
purpose and By-laws adopted by the Directors may be altered or repealed by the
shareholders. No By-law adopted or amended by the shareholders shall be altered
or repealed by the Board of Directors.

     Dated this the 30th day of November, 1995.

                                       23

EX-3.61

                                                                    EXHIBIT 3.61

                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                OHM CORPORATION

                             (An Ohio Corporation)


     FIRST:   The name of the Corporation shall be OHM Corporation.
     -----
     SECOND:  The place in the State of Ohio where the principal office of the
     ------
Corporation will be located is Cincinnati, in Hamilton County, Ohio.

     THIRD:   The purpose of which the Corporation is formed is to engage in any
     -----
lawful act or activity for which corporations may be formed under Chapter 1701
of the Ohio Revised Code, as now in effect or herinafter amended.

     FOURTH:  The authorized number of shares of the Corporation is 1,000, all
     ------
of which shall be common stock with a par value of $0.10 per share.

     FIFTH:   Without derogation from any other power to purchase shares of the
     -----
Corporation, the Corporation by action of its directors may purchase outstanding
shares of any class of the Corporation to the extent not prohibited by law.

     SIXTH:   No holder of shares of any class of the Corporation shall, as such
     -----
holder, have any preemptive or preferential right to purchase or subscribe to
any shares of any class of the Corporation, whether now or hereafter authorized,
whether unissued or in the treasury, or to purchase any obligations convertible
into shares of any class of the Corporation, which at any time may be proposed
to be issued by the Corporation or subjected to rights or options to purchase
granted by the Corporation.

     SEVENTH: Except as otherwise provided in these Articles of Incorporation
     -------
or the Regulations of the Corporation as they may be amended from time to time,
the holders of a majority of the Corporation's outstanding voting shares are
authorized to take any action which,


but for this Article SEVENTH, would require the vote or other action of the
holders of more than a majority of such shares, of a particular class of such
shares, or of each class of shares.

EX-3.62

                                                                    EXHIBIT 3.62
                                                                    ------------

                                  REGULATIONS
                                      OF
                                OHM CORPORATION
                              (the "Corporation")

                                   ARTICLE I


                           MEETINGS OF SHAREHOLDERS

     SECTION 1.01.  Annual Meeting. The annual meeting of shareholders of the
Corporation shall be held at such time and on such business day as the directors
may determine each year. The annual meeting shall be held at the principal
office of the Corporation, or at such other place within or without the State of
Ohio as the directors may determine. The directors shall be elected thereat, and
such other business transacted as may properly be brought before the meeting.

     SECTION 1.02.  Special Meeting. Special meetings of the shareholders may be
called for any proper purpose or purposes at any time by (i) the President or
any Vice President; (ii) by the directors by action at a meeting or a majority
of the directors acting without a meeting; or (iii) by shareholders holding 50%
or more of the voting power of the then outstanding shares entitled to vote in
an election of directors, taken together as a single class ("Voting Shares").
Such meetings may be held within or without the State of Ohio at such time and
place as may be specified in the notice thereof.

     SECTION 1.03.  Notice of Meetings. Written notice of every annual or
special meeting of the shareholders, stating the time, place and purposes
thereof, shall be given to each shareholder entitled to notice as provided by
law, not less than seven (7) nor more than ninety (90) days before the date of
the meeting. Such notice may be given by or at the direction of the Secretary of
the Corporation, or such other officer as is designated by the Board of
Directors, by personal delivery or by mail addressed to the shareholder at his
last address as it appears on the records of the Corporation. Any shareholder
may waive in writing notice of any meeting, either before or after the holding
of such meeting, and, by attending any meeting without protesting the lack of
proper notice, shall be deemed to have waived notice thereof.

     SECTION 1.04.  Persons Becoming Entitled by Operation of Law or Transfer.
Every person who, by operation of law, transfer or any other means whatsoever,
shall become entitled to any shares, shall be bound by every notice in respect
of such share or shares which previously to the entering of his name and address
on the records of the Corporation shall have been duly given to the person from
whom he derives title to such shares.

     SECTION 1.05.  Quorum and Adjournments. Except as may be otherwise required
by law or by the Articles of Incorporation or these Regulations, the holders of
a majority of the Voting Shares, present in person or by proxy, shall constitute
a quorum; provided that any annual meeting duly called, whether a quorum is
present or otherwise, may, by voting of the holders of


the majority of the Voting Shares represented thereat, adjourn from time to
time, in which case no further notice of any such adjourned meeting need be
given.

     SECTION 1.06.  Organization of Meetings. The Board of Directors will
designate a chairman for each meeting of shareholders. The chairman will call
the meeting to order and act as chairman of the meeting. In the absence of such
a chairman, the highest ranking officer of the Corporation who is present at the
meeting will act as chairman of the meeting. Unless otherwise designated by the
Board of Directors, the Chief Executive Officer shall serve as chairman of the
meeting.

     The chairman of the meeting will appoint the secretary of the meeting, an
inspector or inspectors of elections for the meeting and such other
functionaries as the chairman deems necessary or appropriate. Unless otherwise
designated, the Secretary shall act as secretary of the meeting.

     Any proposal to be brought before any meeting of shareholders by any
shareholder must be submitted in writing to the Secretary of the Corporation at
least thirty days prior to the date fixed for the meeting at which it is
intended that such proposal is to be presented.

     SECTION 1.07.  Proxies. Any shareholder entitled to vote may vote by proxy,
provided that the instrument authorizing such proxy to act shall have been
executed in writing (a telegram or cablegram is sufficient) by the shareholder.

     SECTION 1.08.  Inspectors of Elections. The Board of Directors, in advance
of any meeting of the shareholders, may appoint inspectors of election to act at
such meeting or adjournment thereof. If no such appointment shall be made, or if
any of the inspectors so appointed shall fail to attend or refuse or be unable
to serve, then such appointment may be made by the chairman of the meeting. The
inspectors shall make determination as to the number of shares outstanding,
voting rights, the existence of a quorum, the validity of proxies, the results
of any vote, along with other acts that are proper to conduct an election or
vote with fairness to all shareholders.

     SECTION 1.09.  Action of Shareholders Without a Meeting. Any action which
might have been taken under these Regulations by a vote of the shareholders at a
meeting thereof may be taken without a meeting, with the affirmative vote or
approval of, and in a writing signed by all of the shareholders who would be
entitled to notice of a meeting of the shareholders held for such purpose.

                                  ARTICLE II


                                   DIRECTORS

     SECTION 2.01.  Number. The number of directors which shall constitute the
whole Board of Directors shall be fixed from time to time by the vote of the
holders of a majority of the Voting Shares represented at any annual meeting or
special meeting called for the purpose of electing directors, or by resolution
adopted by affirmative vote of a majority of the directors then

                                       2


in office. When so fixed, such number shall continue to be the authorized number
of directors until changed by the shareholders or directors.

     SECTION 2.02.  Nomination. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nominations of persons for election as directors of the Corporation may be made
at a meeting of shareholders by or at the direction of the directors by any
committee or person appointed by the directors or by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 2.02. Such
nominations, other than those made by or at the direction of the directors,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days, nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy-five (75) days
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the fifteenth (15th) day following the
earlier of the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice shall set forth (a)
as to each person who is not an incumbent director whom the shareholder proposed
to nominate for election as a director (i) the name, age, business address and
residence address of such person; (ii) the principal occupation or employment of
such person; (iii) the class and number of shares of the Corporation which are
beneficially owned by such person; and (iv) any other information relating to
such person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended; and (b) as to the shareholder giving the notice, (i)
the name and record address of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder. Such
notice shall be accompanied by the written consent of each proposed nominee to
serve as a director of the Corporation, if elected. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 2.02.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
provisions of this Section 2.02, and if he should so determine, the defective
nomination shall be disregarded.

     SECTION 2.03.  Election and Term of Office of Directors. A director shall
hold office until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject, however, to his
prior death, resignation, or removal from office. Election of Directors shall be
by ballot whenever requested by any person entitled to vote at the meeting but,
unless so requested, such election may be conducted in any way approved at such
meeting.

     SECTION 2.04.  Vacancies. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the
Corporation until such vacancy is filled or until the number of directors is
changed pursuant to Section 2.01 hereof. Except in cases where a director is
removed as provided by law and these Regulations, and his

                                       3


successor is elected by the shareholders, the remaining directors may, by a vote
of a majority of their number, fill any vacancy for the unexpired term. A
majority of the directors then in office may also fill any vacancy that results
from an increase in the number of directors.

     SECTION 2.05.  Quorum and Adjournments. A majority of the directors in
office at the time shall constitute a quorum, provided that any meeting duly
called, whether a quorum is present or otherwise, may, by vote of a majority of
the directors present, adjourn from time to time and place to place within or
without the State of Ohio, in which case no further notice of the adjourned
meeting need be given. At any meeting at which a quorum is present, all
questions and business shall be determined by the affirmative vote of not less
than a majority of the directors present, except as otherwise provided in the
Articles of Incorporation or these Regulations, or as otherwise authorized by
the Ohio Revised Code.

     SECTION 2.06.  Organization Meeting. Immediately after each annual meeting
of the shareholders at which directors are elected, or each special meeting held
in lieu thereof, the directors, including those newly elected, if a quorum of
all such directors is present, shall hold an organization meeting for the
purpose of electing officers and transacting any other business. Notice of such
meeting need not be given. If for any reason such organization meeting is not
held at such time, a special meeting for such purpose shall be held as soon
thereafter as practicable.

     SECTION 2.07.  Regular Meetings. Regular meetings of the directors may be
held at such times and places within or without the State of Ohio as may be
provided for in by-laws or resolutions adopted by the directors and upon such
notice, if any, as shall be so provided for.

     SECTION 2.08.  Special Meetings. Special meetings of the directors may be
held at any time within or without the State of Ohio upon call by (i) the
President or any Vice President, or (ii) by the Board of Directors, or (iii) any
two members thereof. Written notice of the time and place of each meeting shall
be given to each director by personal delivery or by mail, telecopy, cablegram
or telegram at least two (2) days prior to such meeting, or such shorter notice
as the directors shall deem necessary and warranted under the circumstances. Any
director may waive in writing notice of any meeting, and, by attending any
meeting without protesting the lack of proper notice, shall be deemed to have
waived notice thereof. Unless otherwise limited in the notice thereof, any
business may be transacted at any organization, regular or special meeting.

     SECTION 2.09.  Compensation. Directors shall receive such compensation and
expense reimbursement for attendance at each meeting of the Board of Directors
or of any committee thereof and/or such salary as may be determined from time to
time by the Board of Directors. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

     SECTION 2.10.  Action of Board Without a Meeting. Any action which might
have been taken under these Regulations by vote of the directors at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting with the affirmative vote or

                                       4


approval of, and in a writing signed by all of the directors who would be
entitled to notice of a meeting of the Board of Directors held for such purpose.

                                  ARTICLE III

                   EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     SECTION 3.01.  Executive Committee. The directors, at any time, may elect
from their number an Executive Committee which shall consist of three (3) or
more directors of the Corporation. Except as its powers, duties and functions
may be limited or prescribed by the directors, during the intervals between the
meetings of the directors, the Committee shall possess and may exercise all the
powers of the directors; provided that the Committee shall not be empowered to
fill vacancies among the directors, the Executive Committee or other Committee
of the directors.

     SECTION 3.02.  Other Committees. The directors may elect other committees
from among the directors in addition to or in lieu of an Executive Committee and
give to them any of the powers which under Section 3.01 could be vested in an
Executive Committee.

     SECTION 3.03.  Conduct of Business. Except as otherwise required by law or
the Articles of Incorporation or these Regulations, each committee may determine
the procedural rules for meetings and conducting its business.

                                  ARTICLE IV

                                   OFFICERS

     SECTION 4.01.  Election. The officers of the Corporation shall include a
Chairman of the Board, if elected by the Board of Directors, a Chief Executive
Officer, a President, a Secretary, a Treasurer, and such number of Vice
Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as
are, in the judgment of the Board, required to transact the business of the
Corporation. All officers of the Corporation shall be elected, and the
compensation of all such officers shall be fixed by the Board of Directors or
the Compensation and Stock Option Committee thereof; provided, however, that the
Chief Executive Officer of the Corporation may appoint the officers of the
Corporation below the level of Vice President and fix their salaries. Any two or
more offices may be held by the same person. Any officer may be chosen from
among the Board of Directors. The officers of the Corporation shall have the
authority, perform the duties and exercise the powers in the management of the
Corporation usually incident to the offices held by them respectively, and/or
such other authority, duties and powers as may be assigned to them from time to
time by the Chief Executive Officer or the Board of Directors.

     SECTION 4.02.  Term. The officers of the Corporation shall be elected
annually at the organizational meeting of the Board of Directors, and shall hold
office until the next organization meeting of the Board of Directors, or for
such shorter periods as may be designated by the Board of Directors. Any officer
may be removed at any time, with or without cause, by

                                       5


affirmative vote of a majority of the Board of Directors. Any officer who was
appointed by the Chief Executive Officer, and who is either below the level of
Vice President or is neither the Secretary nor Treasurer of the Corporation, may
be removed at any time, with or without cause, by the Chief Executive Officer. A
vacancy in any office, however created, may be filled by the Board of Directors
at any regular or special meeting.

     SECTION 4.03.  Chief Executive Officer. The Chief Executive Officer of the
Corporation, who shall be a member of the Board of Directors, shall be such
officer who from time to time is so designated by the Board of Directors. The
Chief Executive Officer shall have general and active management of the business
of the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer shall have full
right, authority and power to control the personnel of the Corporation; to
employ or direct the employment and dismissal of such personnel, including the
fixing of salaries (provided, however, that this right shall not extend to
officers elected by the Board of Directors); and, except to the extent that the
duties of an elected officer are prescribed or otherwise limited by law, these
Regulations, or the Board of Directors, to prescribe the duties of all officers
of the Corporation, with such limitations thereon as he deems proper. The Chief
Executive Officer shall perform all duties incident to the office of Chief
Executive Officer and such other duties as are assigned to him by the Board of
Directors.

     SECTION 4.04.  Chairman. The Chairman of the Corporation shall have the
authority, perform the duties, and exercise the powers usually incident to the
office of Chairman and/or assigned to him from time to time by the Chief
Executive Officer or the Board of Directors.

     SECTION 4.05.  President. The President of the Corporation shall have the
authority, perform the duties, and exercise the powers usually incident to the
office of President and/or assigned to him from time to time by the Chief
Executive Officer or the Board of Directors.

     SECTION 4.06.  Vice President. Each Vice President of the Corporation shall
have the authority to perform the duties and exercise the powers usually
incident to the office of Vice President and/or assigned to him by the Chief
Executive Officer or the Board of Directors.

     SECTION 4.07.  Secretary. The Secretary of the Corporation shall have the
authority, perform the duties, and exercise the powers usually incident to the
office of the Secretary of the Corporation and/or assigned to him from time to
time by the Board of Directors or the Chief Executive Officer. The Secretary of
the Corporation, or such other officer of the Corporation as is designated by
the Board of Directors, shall record the proceedings of the meetings of the
shareholders and of the directors in a minute book maintained for such purpose.

     SECTION 4.08.  Treasurer. The Treasurer of the Corporation shall have the
authority, perform the duties and exercise the powers usually incident to the
office of Treasurer of the Corporation and/or assigned to him from time to time
by the Chief Executive Officer or the Board of Directors.

                                       6


                                   ARTICLE V

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 5.01.  Indemnification. The Corporation may indemnify any director
or officer, any former director or officer of the Corporation, and any employee
or other person who is or has served at the request of the Corporation as a
director, officer, trustee, fiduciary, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise (and his heirs, executors
and administrators) against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such director, officer, trustee, fiduciary,
agent or employee in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to the full extent and according to the procedures and
requirements set forth in the Ohio General Corporation Law as the same may be in
effect from time to time. The indemnification provided for herein shall not be
deemed to restrict the right of the Corporation to (i) indemnify employees,
agents and others as permitted by such Law, (ii) purchase and maintain insurance
or provide similar protection on behalf of directors, officers or such other
persons against liabilities asserted against them, or expenses incurred by them
arising out of their service to the Corporation as contemplated herein, and
(iii) enter into agreements with such directors, officers, employees, agents or
others indemnifying them against any and all liabilities (or such lesser
indemnification as may be provided in such agreements) asserted against them or
incurred by them arising out of their service to the Corporation as contemplated
herein.

                                  ARTICLE VI

                                 CAPITAL STOCK

     SECTION 6.01.  Stock Certificates. The shares of stock of the Corporation
shall be represented by certificates signed by the Chairman, the President or a
Vice President, and by a second officer who may be the Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary of the Corporation,
certifying the number of shares evidenced thereby. Such certificates may be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the officers of the Corporation upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or by a registrar other than
the Corporation itself or its employee. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue. Each certificate shall set forth additional material as is required by
law.

     SECTION 6.02.  Transfers. The shares of stock of the Corporation shall be
transferable in the manner prescribed by laws of the State of Ohio. Transfers of
stock shall be made on the share transfer books of the Corporation only by the
person named in the certificate or by attorney lawfully constituted in writing,
and upon the surrender of the certificate therefor, which shall be cancelled
when the new certificate shall be issued.

                                       7


     SECTION 6.03.  Registered Holders. The Corporation shall be entitled to
treat and shall be protected in treating the persons in whose names shares or
any warrants, rights or options stand on the record of shareholders, warrant
holders, right holders or option holders, as the case may be, as the owners
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, any such share, warrant, right or option on the
part of any other person, whether or not the Corporation shall have notice
thereof.

     SECTION 6.04.  New 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 the
Corporation and any transfer agent and/or registrar against any claim that may
be made against it or them on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate. A new
certificate may be issued without requiring any bond when it is proper to do so.

                                  ARTICLE VII

                                 MISCELLANEOUS

     SECTION 7.01.  Provisions in Articles of Incorporation. These Regulations
are at all times subject to the provisions of the Articles of Incorporation of
the Corporation as the same may be in effect from time to time.

     SECTION 7.02.  Record Dates. For any lawful purpose, including, without
limitation, the determination of the shareholders who are entitled to: (i)
receive notice of or to vote at a meeting of shareholders; (ii) receive payment
of any dividend or distribution; (iii) receive or exercise rights of purchase of
or subscription for, or exchange or conversion of, shares or other securities,
subject to contract rights with respect thereto; or (iv) participate in the
execution of written consents, waivers, or releases, the directors may fix a
record date, which shall not be a date earlier than the date on which the record
date is fixed and, in the cases provided for in clauses (i), (ii) and (iii)
above, shall not be more than sixty (60) nor fewer than ten (10) days, unless
the Articles of Incorporation specify a shorter or a longer period for such
purpose, preceding the date of the meeting of the shareholders, or the date
fixed for the payment of any dividend or distribution, or the date fixed for the
receipt or the exercise of rights, as the case may be.

     SECTION 7.03.  Amendments. These regulations may be altered, changed or
amended in any respect, or superseded by new Regulations in whole or in part, by
the affirmative vote of the holders of a majority of the Voting Shares present
in person or by proxy at an annual or special meeting called for such purpose
except that the provisions of Sections 1.02, 1.06, 2.02 and this 7.03 may not be
altered, changed or amended in any respect or superseded by new Regulations in
whole or in part except by the affirmative vote of the holders of 85% of such
stock.

                                       8


     SECTION 7.04.  Fiscal Year. Unless otherwise determined by the Board of
Directors by resolution, the fiscal year of the Corporation shall begin the
first day of January in each year, and shall end on the thirty-first day of
December of such year.

                                       9

EX-3.63

                                                                    EXHIBIT 3.63

                         CERTIFICATE OF AMENDMENT AND
                              ADOPTION OF AMENDED
                           ARTICLES OF INCORPORATION
                                      OF
                                 THE KBI CORP.

     We, the undersigned, being the duly elected Chairman of the Board and
Secretary of The KBI Corp. (the "Corporation"), an Ohio corporation, with its
principal office located at Findlay, Hancock County, Ohio, do hereby certify
that a special meeting of the holders of the shares of the Corporation entitling
them to vote on the proposal to amend the Articles of Incorporation of the
Corporation, as amended, was duly called and held on the 5th day of December,
1985, at which meeting all of the shareholders of the Corporation were present,
and by the unanimous vote of such shareholders the following resolutions were
adopted pursuant to Section 1701.71 of the Ohio General Corporation Law:

     RESOLVED, that the Articles of Incorporation of the Corporation, as
heretofore amended, be further amended so as to read in their entirety as set
forth in the Amended Articles of Incorporation of O.H. Materials Corp. presented
to this meeting (the same being hereby ordered annexed to the minutes of this
meeting as Exhibit A thereto); and that, in addition to the adoption of such
amendments, such Amended Articles of Incorporation are hereby adopted in their
entirety.

     FURTHER RESOLVED, that the appropriate officers of the Corporation be and
hereby are authorized and directed to file with the Secretary of State of Ohio a
Certificate of Amendment and Adoption of Amended Articles of Incorporation of
the Corporation, setting forth the foregoing Amended Articles, and to take all
such other action as they, or any of them, deem necessary or desirable in
connection with such amendment.

     We do hereby further certify that a true and correct copy of the Amended
Articles of Incorporation of the Corporation, as adopted pursuant to the
foregoing resolutions, is attached to this Certificate as Exhibit A.

     IN WITNESS WHEREOF, we have hereunto set our respective hands this 5th day
of December, 1985.
                                    /s/ James K. Kirk
                                    ----------------------------------------
                                    James L. Kirk, Chairman of the Board


                                    /s/ Ira O. Kane
                                    -----------------------------------------
                                    Ira O. Kane, Secretary


                                    AMENDED
                           ARTICLES OF INCORPORATION
                                      OF
                             O.H. MATERIALS CORP.

     I.    The name of the Corporation shall be "O.H. Materials Corp."

     II.   The principal office of the Corporation in the State of Ohio is to be
located at Findlay in Hancock County.

     III.  The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

     IV.   The number of shares which the Corporation is authorized to have
outstanding is 172,000 shares, consisting of 7,000 shares of Serial Preferred
Stock without par value (hereinafter called "Serial Preferred Stock") and
165,000 shares of Common Stock without par value (hereinafter called "Common
Stock").

     The express terms of the shares of each class are as follows:

                                  DIVISION A

                  EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

     Section 1.  The Serial Preferred Stock may be issued from time to time in
one or more series.  All shares of Serial Preferred Stock shall be of equal rank
and shall be identical, except in respect of the matters that may be fixed by
the Board of Directors as hereinafter provided, and each share of each series
shall be identical with all other shares of such series, except as to the date
from which dividends are cumulative.  Subject to the provisions of Sections 2 to
9, inclusive, of this Division, which provisions shall apply to all Serial
Preferred Stock, the Board of Directors hereby is authorized to cause such
shares to be issued in one or more series and with respect to each such series
to fix:

     (a)   The designation of the series, which may be by distinguishing number,
     letter and/or title.

     (b)   The number of shares of the series, which number the Board of
     Directors may (except where otherwise provided in the creation of the
     series) increase or decrease (but not below the number of shares thereof
     then outstanding).

     (c)   The annual dividend rate of the series.

     (d)   The dates at which dividends, if declared, shall be payable, and the
     dates from which dividends shall be cumulative.


     (e)  The redemption rights and price or prices, if any, for shares of the
     series.

     (f)  The terms and amount of any sinking fund provided for the purchase or
     redemption of shares of the series.

     (g)  The amounts payable on shares of the series in the event of any
     voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the Corporation.

     (h)  Whether the shares of the series shall be convertible into shares of
     any other class or series of the Corporation, and if so, the specification
     of such other class or series, the conversion price or prices, any
     adjustments thereof, the date or dates as of which such shares shall be
     convertible, and other terms and conditions upon which such conversion may
     be made.

     (i)  Restrictions (in addition to those set forth in Sections 6(b) and 6(c)
     of this Division) on the issuance of shares of the same series or of any
     other class or series.

     The Board of Directors is authorized to adopt from time to time amendments
to the Articles of Incorporation fixing, with respect to each such series, the
matters described in clauses (a) to (i), inclusive, of this Section 1.

     Section 2.  The holders of Serial Preferred Stock or each series, in
preference to the holders of Common Stock and of any other class of shares
ranking junior to the Serial Preferred Stock, shall be entitled to receive out
of any funds legally available for the Serial Preferred Stock and when and as
declared by the Board of Directors dividends in cash at the rate for such series
fixed in accordance with the provisions of Section 1 of this Division and no
more, payable on the dividend payment dates fixed for such series.  Such
dividends shall be cumulative, in the case of shares of each particular series,
from and after the date or dates fixed with respect to such series.  No dividend
may be paid upon or set apart for any of the Serial Preferred Stock on any
dividend payment date unless (i) all dividends upon all Serial Preferred Stock
then outstanding for all dividend payment dates prior to such date shall have
been paid or funds therefor set apart, and (ii) the same time a like dividend
upon all Serial Preferred Stock then outstanding and having a dividend payment
date, ratably in proportion to the respective annual dividend rates, shall be
paid or funds therefor set apart.

     For the purpose of this Division A, a dividend shall be deemed to have been
paid or funds therefor set apart on any date if prior to such date the
Corporation shall have deposited funds sufficient therefor with a bank or trust
company and shall have caused checks drawn against such funds in appropriate
amounts to be mailed to each holder of record entitled to receive such dividend
at his address then appearing on the books of the Corporation.

     Section 3.  In no event so long as any Serial Preferred Stock shall be
outstanding shall any dividends, except a dividend payable in Common Stock or
other shares ranking junior to the Serial Preferred Stock, be paid or declared
or any distribution be made except as aforesaid on the Common Stock or any other
shares ranking junior to the Serial Preferred Stock, nor shall any


Common Stock or any other shares ranking junior to the Serial Preferred Stock be
purchased, retired or otherwise acquired by the Corporation (except out of the
proceeds of the sale of Common Stock or other shares ranking junior to the
Serial Preferred Stock received by the Corporation on or subsequent to the first
date on which any then outstanding shares of such Preferred Stock shall have
been issued) unless (i) all dividends upon all Serial Preferred Stock then
outstanding for all dividend payment dates on or prior to the close of such
action shall have been paid or funds therefor set apart, and (ii) all mandatory
sinking fund obligations pursuant to the terms of any series of Serial Preferred
Stock for all sinking fund payments due on or prior to the date of such action
shall have been complied with.

     Section 4.  (a) Subject to the express terms of each series and to the
provisions of Section 6(c)(iv) of this Division, the Corporation (i) may from
time to time redeem all or any part of the Serial Preferred Stock of any series
at the time outstanding at the option of the Board of Directors at the
applicable redemption price for such series fixed in accordance with the
provisions of Section 1 of this Division and (ii) shall from time to time make
such redemptions of the Serial Preferred Stock as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the
applicable sinking fund redemption price, fixed in accordance with the
provisions of Section 1 of this Division, together in each case with (i) all
then unpaid dividends upon such shares for all dividend payment dates on or
prior to the redemption date and (ii) a proportionate dividend, based on the
number of elapsed days, for the period from the day after the most recent such
dividend payment date through the redemption date.

     (b)  Notice of every such redemption shall be mailed, postage prepaid, to
the holders of record of the Serial Preferred Stock to be redeemed at their
respective addresses then appearing on the books of the Corporation, not less
than 30 days nor more than 60 days prior to the date fixed for such redemption.
At any time before or after notice has been given as above provided, the
Corporation may deposit the aggregate redemption price of the shares of Serial
Preferred Stock to be redeemed, together with (i) all then unpaid dividends upon
such shares for all dividend payment dates on or prior to the redemption date
and (ii) a proportionate dividend, based on the number of elapsed days, for the
period from the day after the most recent such dividend payment date through the
redemption date, with any bank or trust company in Cleveland or Columbus, Ohio,
or New York, New York, having capital and surplus of more than $50,000,000,
named in such notice, and direct that such deposited amount be paid to the
respective holders of the shares of Serial Preferred Stock so to be redeemed
upon surrender of the stock certificate or certificates held by such holders.
Upon the giving of such notice and the making of such deposit such holders shall
cease to be shareholders with respect to such shares and shall have no interest
in or claim against the Corporation with respect to such shares except only the
right to receive such money from such bank or trust company without interest or
to exercise, before the redemption date, any unexpired privileges of conversion.
In case less than all of the outstanding shares of any series of Serial
Preferred Stock are to be redeemed, the Corporation shall select, pro rata or by
lot, the shares so to be redeemed in such manner as shall be prescribed by its
Board of Directors.

     If the holders of shares of Serial Preferred Stock which shall have been
called for redemption shall not, within six years after such deposit, claim the
amount deposited for the


redemption thereof, any such bank or trust company shall, upon demand, pay over
to the Corporation such unclaimed amounts and thereupon such bank or trust
company and the Corporation shall be relieved of all responsibility in respect
thereof and to such holders.

     (c)  Any shares of Serial Preferred Stock which are (i) redeemed by the
Corporation pursuant to the provisions of this Section 4, (ii) purchased and
delivered in satisfaction of any sinking fund requirements provided for shares
of such series, or (iii) converted in accordance with the express terms thereof
shall resume the status of authorized and unissued shares of Serial Preferred
Stock without serial designation; provided, however, that any such shares which
are converted in accordance with the express terms thereof shall not be reissued
as convertible shares.

     Section 5.  (a) The holders of Serial Preferred Stock or any series shall,
in case of voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, be entitled to receive in full out of the assets
of the Corporation, including its capital, before any amount shall be paid or
distributed among the holders of the Common Stock or any other shares ranking
junior to the Serial Preferred Stock, the amounts fixed with respect to shares
of such series in accordance with Section 1 of this Division, plus (i) all then
unpaid dividends upon such shares for all dividend payment dates on or prior to
the date of payment of the amount due pursuant to such liquidation, dissolution
or winding up, and (ii) a proportionate dividend, based on the number of elapsed
days, for the period from the day after the most recent such dividend payment
date through the date of payment of the amount due pursuant to such liquidation,
dissolution or winding up.  In case the net assets of the Corporation legally
available therefor are insufficient to permit the payment upon all outstanding
shares of Serial Preferred Stock of the full preferential amount to which they
are respectively entitled, then such net assets shall be distributed ratably
upon outstanding shares of Serial Preferred Stock in proportion to the full
preferential amount to which each such share is entitled.

     After payment to holders of Serial Preferred Stock of the full preferential
amounts as aforesaid, holders of Serial Preferred Stock as such shall have no
right or claim to any of the remaining assets of the Corporation.

     (b)  The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or the sale, lease
or conveyance or all of substantially all of the property or business of the
Corporation, shall not be deemed to be a dissolution, liquidation or winding up
for the purposes of this Division.

     Section 6.  (a) The holders of Serial Preferred Stock shall be entitled to
one vote for each share of such stock upon all matters presented to the
shareholders; and, except as otherwise provided herein or required by law, the
holders of Serial Preferred Stock and the holders of Common Stock shall vote
together as one class on all matters.  No adjustment of the voting rights of
holders of Serial Preferred Stock shall be made in the event of an increase or
decrease in the number of shares of Common Stock authorized or issued or in the
event of a stock split or combination of shares of Common or in the event of a
stock dividend on any class of stock payable solely in Common Stock.


     If, and so often as, the Corporation shall be in default in the payment of
dividends in an amount equivalent to six full quarterly dividends on any series
of Serial Preferred Stock at the time outstanding, whether or not earned or
declared, the holders of Series Preferred Stock of all series voting separately
as a class and in addition to all other rights to vote for Directors, shall
thereafter be entitled to elect, as hereinbelow provided, two members of the
Board of Directors of the Corporation who shall serve, except as hereinbelow
provided, until the next annual meeting of the shareholders and until their
successors have been elected and qualified.  The special class voting rights
provided for herein when the same shall have become vested shall remain so
vested until all dividends on the Serial Preferred Stock of all series then
outstanding for all past dividend payment dates shall have been paid or funds
therefor set apart, whereupon the terms of Directors elected by the holders of
Serial Preferred Stock shall automatically terminate and the holders of Serial
Preferred Stock shall be divested of their special class voting rights in
respect of subsequent elections of Directors, subject to the revesting of such
special class voting rights in the event hereinabove specified in this
paragraph.

     In the event of default entitling the holders of Serial Preferred Stock to
elect two Directors as above specified, a special meeting of the holders of
Serial Preferred Stock for the purpose of electing such Directors shall be
called by the Secretary of the Corporation upon written request of, or upon
written notice to the Secretary of the Corporation may be called by, the holders
of record of at least 10% of the shares of Serial Preferred Stock of all series
at the time outstanding, and notice thereof shall be given in the same manner as
that required for the annual meeting of shareholders; provided, however, that
the Corporation shall not be required, and the holders of Serial Preferred Stock
shall not be entitled, to call such special meeting if the annual meeting of
shareholders shall be held within 90 days after the date of receipt by the
Secretary of the Corporation of the foregoing written request or notice from the
holders of Serial Preferred Stock.  At any annual meeting of shareholders or
special meeting called for such purpose at which the holders of Serial Preferred
Stock shall be entitled to elect Directors, the holders of 50% of the then
outstanding shares of Serial Preferred Stock of all series, present in person or
by proxy, shall be sufficient to constitute a quorum for such purpose, and the
vote of the holders of a majority of such shares so present at any such meeting
at which there shall be such a quorum shall he necessary and sufficient to elect
the members of the Board of Directors which the holders of Serial Preferred
Stock are entitled to elect as hereinabove provided.  If at any such meeting
there shall be less than a quorum for such purpose present, the holders of a
majority of the shares of Serial Preferred Stock so present may adjourn the
meeting for such purpose only from time to time without notice other than the
announcement at the meeting until a quorum shall attend.

     The two Directors who may be elected by the holders of Serial Preferred
Stock pursuant to the foregoing provisions shall be in addition to any other
Directors then in office or proposed to be elected otherwise than pursuant to
such provisions, and nothing in such provisions shall prevent any change
otherwise permitted in the total number of Directors of the Corporation or
require the resignation of any Director elected otherwise than pursuant to such
provisions.

     (b)  Except as hereinbelow provided, the affirmative vote of the holders of
at least two-thirds of the shares of Serial Preferred Stock at the time
outstanding, given in person or by proxy at a meeting called for the purpose at
which the holders of Serial Preferred Stock shall vote


separately as a class, shall be necessary to adopt any amendment to the Articles
of Incorporation (but so far as the holders of Serial Preferred Stock are
concerned, such amendment may be adopted with such vote) which:

     (i)    changes issued shares of Serial Preferred Stock of all series then
     outstanding into a lessor number of shares of the Corporation of the same
     class and series or into the same or a different number of shares of the
     Corporation of any other class or series; or

     (ii)   changes the express terms of the Serial Preferred Stock in any
     manner substantially prejudicial to the holders of all series thereof then
     outstanding; or

     (iii)  authorizes shares of any class, or any security convertible into
     shares of any class, or authorizes the conversion of any security into
     shares of any class, ranking prior to the Serial Preferred Stock; or

     (iv)   changes the express terms of issued shares of any class ranking
     prior to the Serial Preferred Stock in any manner substantially prejudicial
     to the holders of all series of Serial Preferred Stock then outstanding;

and, except as hereinbelow provided, the affirmative vote of the holders of at
least two-thirds of the shares of each affected series of Serial Preferred Stock
at the time outstanding, given in person or by proxy at a meeting called for the
purpose at which the holders of each affected series of Serial Preferred Stock
shall vote separately as a series, shall be necessary to adopt any amendment to
the Articles of Incorporation (but so far as the holders of each such series of
Serial Preferred Stock are concerned, such amendment may be adopted with such
vote) which:

     (v)    changes issued shares of Serial Preferred Stock of one or more votes
     but not all series then outstanding into a lesser number of shares of the
     Corporation of the same series or into the same or different number of
     shares of the Corporation of any other class or series; or

     (vi)   changes the express terms of any series of the Serial Preferred
     Stock in any manner substantially prejudicial to the holders of one or more
     but not all series thereof then outstanding; or

     (vii)  changes the express terms of issued shares of any class ranking
     prior to the Serial Preferred Stock in any manner substantially prejudicial
     to the holders of one or more but not all series of Serial Preferred Stock
     then outstanding;

provided, however, that this subsection (b) shall not apply to, and the class or
series vote herein specified shall not be required for the approval of, any
action of the types described in the preceding clauses (i) through (vii) which
is part of or effected in connection with the consolidation of the Corporation
with or its merger into any other corporation, so long as the class vote
specified by subsection (c) of this Section 6 is obtained in any case in which
such class vote is required under clause (ii) of said subsection (c).


     (c)    Except as hereinbelow provided, the affirmative vote of the holders
of at least a majority of the shares of Serial Preferred Stock at the time
outstanding, given in person or by proxy at a meeting called for the purpose at
which the holders of Serial Preferred Stock shall vote separately as a class,
shall be necessary to effect any one or more of the following (but so far as the
holders of Serial Preferred Stock are concerned, such action may be effected
with such vote):

     (i)    The sale, lease or conveyance by the Corporation of all or
     substantially all of its property or business, provided, however, that this
     clause shall not be construed to apply to a mortgage or creation of any
     security interest in assets of the Corporation; or

     (ii)   The consolidation of the Corporation with or its merger into any
     other corporation; provided, however, that no class vote shall be required
     by this clause if the corporation resulting from such consolidation or
     merger will have after such consolidation or merger no class of shares
     either authorized or outstanding ranking prior to or on a parity with the
     Serial Preferred Stock except the same number of shares ranking prior to or
     on a parity with the Serial Preferred Stock and having substantially the
     same rights and preferences as the shares of the Corporation authorized and
     outstanding immediately preceding such consolidation or merger, and each
     holder of Serial Preferred Stock immediately preceding such consolidation
     or merger shall receive the same number of shares, with substantially the
     same rights and preferences, of the resulting corporation; or

     (iii)  Any amendment to the Articles of Incorporation which authorizes
     additional shares of, or authorizes shares of any class which are
     convertible into, or authorizes the conversion of shares of any class into,
     Serial Preferred Stock or shares ranking on a parity with the Serial
     Preferred Stock; or

     (iv)   The purchase or redemption (for sinking fund purposes or otherwise)
     of less than all of the Serial Preferred Stock then outstanding except in
     accordance with a stock purchase offer made to all holders of record of
     Serial Preferred Stock, unless (A) all dividends upon all Serial Preferred
     Stock then outstanding for all dividend payment dates on or prior to the
     date of such purchase or redemption shall have been paid or funds therefor
     set apart, and (B) all mandatory sinking fund obligations pursuant to the
     terms of any series of Serial Preferred Stock for all sinking fund payment
     dates on or prior to the date of such purchase or redemption shall have
     been complied with.

     Section 7.  If the shares of any series of Serial Preferred Stock shall be
convertible into shares of any other class or series of the Corporation, then
upon conversion of shares of such series the stated capital of the shares
delivered upon such conversion shall be the aggregate par value of the shares so
delivered having par value, or, in the case of shares without par value, shall
be an amount equal to the stated capital represented by each such share
outstanding at the time of such conversion multiplied by the number of such
shares delivered upon such conversion.  The stated capital of the Corporation
shall be correspondingly increased or reduced to reflect the


difference between the stated capital of the shares of Serial Preferred Stock so
converted and the stated capital of the shares delivered upon such conversion.

     Section 8.  To the extent that there are now or hereafter created series of
Serial Preferred Stock which are convertible into Common Stock (hereinafter
called "convertible series"), the following terms and provisions shall be
applicable to all of such series, except as may be otherwise expressly provided
in the terms of any such series.

     (a)  The holder of each share of a convertible series may exercise the
conversion privilege in respect thereof by delivering to any transfer agent for
the respective series the certificate for the share to be converted and written
notice that the holder elects to convert such share.  Conversion shall be deemed
to have been effected immediately prior to the close of business on the date
when such delivery is made, and such date is referred to in this Section as the
"conversion date".  On the conversion date or as promptly thereafter as
practicable the Corporation shall deliver to the holder of the shares
surrendered for conversion, or as otherwise directed by him in writing, a
certificate for the number of full shares of Common Stock deliverable upon the
conversion or such shares and a check or cash in respect of any fraction of a
share as provided in subsection (b) of this Section.  The person in whose name
the share certificate is to be registered shall be deemed to have become a
holder of Common Stock of record on the conversion date.  No adjustment shall be
made for any dividends on shares surrendered for conversion or for dividends on
Common Stock delivered on conversion.

     (b)  The Corporation shall not be required to deliver fractional shares of
Common Stock upon conversion of shares on a convertible series.  If more than
one share shall be surrendered for conversion at one time by the same holder,
the number of full shares of Common Stock deliverable upon conversion thereof
shall be computed on the basis of the aggregate number of shares so surrendered.
If any fractional interest in a share of Common Stock would otherwise be
deliverable upon the conversion, the Corporation shall in lieu of delivering a
fractional share therefor make an adjustment therefor in cash at the current
market value thereof, computed (to the nearest cent) on the basis of the closing
price of Common Stock on the last business day before the conversion date.

     For the purpose of this Section, the "closing price of Common Stock" on any
business day shall be the last reported sales price regular way per share of
Common Stock on such day, or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices regular way, in
either case on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading as determined by the Board of
Directors, which determination shall be conclusive, or, if not listed or
admitted to trading on any national securities exchange, as quoted by the
automated quotation system of the National Association of Securities Dealers,
Inc., or, if not so quoted the mean between the average bid and asked prices per
share of Common Stock in the over-the-counter market as furnished by any member
of the National Association of Securities Dealers, Inc. selected from time to
time by the Board of Directors for that purpose; and "business day" shall be
each day on which the New York Stock Exchange or other national securities
exchange or automated quotation system or over-the-counter market used for
purposes of the above calculation is open for trading.


     (c)    From and after the issuance thereof, the conversion price provided
in the terms of each convertible series shall be adjusted from time to time as
follows:

     (i)    In case the Corporation splits or combines the outstanding Common
     Stock, the conversion price in effect immediately prior to the effective
     date thereof shall be proportionately decreased in the case of a split or
     increased in the case of a combination, so as appropriately to reflect the
     same, such adjustment to become effective immediately after the opening of
     business on the day following the effective date of such split or
     combination.  For this purpose, any dividend upon Common Stock payable in
     Common Stock shall be considered a split of the outstanding shares, and the
     effective date thereof shall be considered to be the dividend record date.

     (ii)   In case the Corporation shall issue rights or warrants to holders of
     Common Stock generally entitling them to subscribe for or purchase Common
     Shares at a price per share less than the current market price per share of
     Common Stock at the record date for the determination of shareholders
     entitled to receive such rights or warrants, the conversion price in effect
     immediately prior to such record date shall be reduced to a price
     determined by multiplying the conversion price then in effect by a
     fraction, of which the numerator shall be the number of shares of Common
     Stock outstanding on such record date plus the number of shares which the
     aggregate offering price of the total number of shares so offered would
     purchase at such market price, and of which the denominator shall be the
     number of shares of Common Stock outstanding on such record date plus the
     number of additional shares of Common Stock offered for subscription or
     purchase, such adjustment to become effective immediately after the opening
     of business on the day following such record date.

     (iii)  In case the Corporation shall distribute to holders of Common Stock
     generally evidences of its indebtedness or securities or assets (excluding
     cash dividends payable out of consolidated earnings or earned surplus,
     determined in accordance with generally accepted accounting principles, and
     excluding Common Stock and rights and warrants to purchase Common Stock,
     the conversion price in effect immediately prior to the record date for the
     determination of shareholders entitled to receive such distribution shall
     be reduced to a price determined by multiplying the conversion price then
     in effect by a fraction, of which the numerator shall be the current market
     price per share of Common Stock on such record date, less the then fair
     market value (as determined by the Board of Directors of the Corporation,
     whose determination shall be conclusive) of the portion of the evidences of
     its indebtedness or securities or assets so distributed to one share of
     Common Stock, and of which the denominator shall be such current market
     price per share of Common Stock, such adjustment to become effective
     immediately after the opening of business on the day following such record
     date.


     For purposes of clauses (ii) and (iii) of this subsection (c), the current
     market price per share of Common Stock on any day shall be deemed to be the
     average of the closing prices of Common Stock (as defined in subsection (b)
     of this section) for the ten business days commencing twenty-five business
     days before the day in question.

     (iv)   No adjustment in the conversion price for any convertible series
     shall be made if, at the same time as the Corporation shall issue Common
     Stock as a dividend on the outstanding shares of Common Stock or shall
     issue rights or warrants to holders of Common Stock generally or shall
     distribute to holders of Common Shares generally evidences of its
     indebtedness or securities or assets, which, as provided in clauses (i)
     through (iii) above, would otherwise call for an adjustment in such
     conversion price, the Corporation shall issue shares of Common Stock as a
     dividend on the outstanding shares of such convertible series, or shall
     issue the same rights or warrants to holders of shares of such convertible
     series generally as are granted to holders of Common Stock, or shall
     distribute to holders of such convertible series generally the same
     evidences of its indebtedness or securities or assets as are distributed to
     holders of Common Stock, in each case in the same proportion as if each
     share of such series had been converted into Common Stock at the then
     applicable conversion price immediately prior to the record date for the
     determination of shareholders entitled to receive such dividend or rights
     or warrants or distribution.

     (v)    Except as provided in clauses (i) through (iii) above, no adjustment
     in the conversion price for any convertible series shall be made by reason
     of the issuance of Common Stock, or any security convertible into Common
     Stock, in exchange for cash, property or services.

     (vi)   No adjustment in the conversion price for any convertible series
     shall be required unless such adjustment would require an increase or
     decrease of at least 50 cents in such price; provided, however, that any
     adjustment which by reason of this clause (vi) are not required to be made
     shall be carried forward and taken into account in any subsequent
     adjustment. All calculations under this subsection (c) shall be made to the
     nearest one-hundredth of a share and to the nearest cent.

     (vii)  Whenever the conversion price for any convertible series is adjusted
     as herein provided, the Corporation shall forthwith place on file with each
     transfer agent of such convertible series a statement signed by the
     President or a Vice President of the corporation and by its Treasurer or
     its Secretary or an Assistant Treasurer or an Assistant Secretary showing
     in detail the facts requiring such adjustment and the conversion price
     after such adjustment and shall exhibit the same from time to time to any
     holder of such series desiring an inspection thereof.

     (d)    In case of any reclassification or change or outstanding Common
Stock (except a split or combination, or a change in par value, or a change from
par value to no par value),


provision shall be mace as part of the terms of such reclassification or change
that the holder of each share of each convertible series then outstanding shall
have the right to receive upon the conversion of such share, at the conversion
price which otherwise would be in effect at the time of conversion, with the
same protection against dilution as herein provided, the same kind and amount of
stock and other securities and property as he would have owned or have been
entitled to receive upon the happening of any of the events described above had
such share been converted immediately prior to the happening of the event.

     (e)    In case the Corporation shall be consolidated with or shall merge
into any other corporation, provision shall be made as a part of the terms of
such consolidation or merger whereby the holder of each share of each
convertible series outstanding immediately prior to such event shall thereafter
be entitled to such conversion rights with respect to securities of the
Corporation resulting from such consolidation or merger as shall be
substantially equivalent to the conversion rights herein specified; provided,
however, that the provisions of this subsection (e) shall be deemed to be
satisfied if such consolidation or merger shall be approved by the holders of
Serial Preferred Stock in accordance with the provisions of Section 6(c) of this
Division.

     (f)    The issue of share certificates on conversions of shares of each
convertible series shall be without charge to the converting shareholder for any
tax in respect of the issue hereof.  The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the registration of shares in any name other than that of the holder of the
shares converted, and the Corporation shall not be required to deliver any such
share certificate unless and until the person or persons requesting the delivery
thereof shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction of the Corporation that such tax has been paid.

     (g)    The Corporation hereby reserves and shall at all times reserve and
keep available, free from preemptive rights, out of its authorized but unissued
shares or treasury shares, for the purpose of delivery upon conversion of shares
of each convertible series, such number of shares of Common Stock as shall from
time to time be sufficient to permit the conversion of all outstanding shares of
all convertible series of Serial Preferred Stock.

     (h)    In case at any time:

     (1)    the Corporation shall pay in any quarter-annual period any cash
     dividends upon its Common Stock which in total amount per share will exceed
     by 50% or more the total amount per share of the cash dividends paid during
     the last preceding quarter-annual period; or

     (2)    the Corporation shall authorize the issuance or distribution to the
     holders of Common Stock generally of rights or warrants referred to in
     subsection (c)(ii), or of evidences of its indebtedness or securities or
     assets referred to in subsection (c)(iii), of this Section;

then, in each of said cases, the Corporation shall give written notice, by first
class mail, postage prepaid, to the transfer agents for each convertible series
and to each holder of record of such


series, at his address then appearing on the books of the Corporation, of the
record date or of the date on which the transfer books of the Corporation shall
close with respect to such action. Such notice shall be given at least twenty
days prior to the action in question and not less than ten days prior to the
record date or the date on which the Corporation's transfer books are closed
with respect thereto.

     Section 9. For the purpose of this Division:

     Whenever reference is made to shares "ranking prior to the Serial Preferred
Stock", such reference shall mean and include all shares of the Corporation in
respect of which the rights of the holders thereof either as to the payment of
dividends or as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation are given preference
over the rights of the holders of Serial Preferred Stock; whenever reference is
made to shares "on a parity with the Serial Preferred Stock", such reference
shall mean and include all shares of the Corporation in respect of which the
rights of the holders thereof (i) neither as to the payment of dividends nor as
to distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation are given preference over the
rights of the holders of Serial Preferred Stock, and (ii) either as to the
payment of dividends or as to distributions in the event or a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation rank on an
equality (except as to the amounts fixed therefor) with the rights of the
holders of Serial Preferred Stock"; and whenever reference is made to shares
"ranking junior to the Serial Preferred Stock' such reference shall mean and
include all shares of the Corporation in respect or which the rights of the
holders thereof both as to the payment of dividends and as to distributions in
the event of a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation are junior and subordinate to the rights of the holders of
the Serial Preferred Stock.

                                  DIVISION B

                       EXPRESS TERMS OF THE COMMON STOCK

     The Common Stock shall be subject to the express terms of the Serial
Preferred Stock and any series thereof.  Each share of Common Stock shall be
equal to every other share of Common Stock.  The holders of Common Stock shall
be entitled to one vote for each share of Common Stock upon all matters
presented to the shareholders.

                               CHANGE IN SHARES

     At the Effective Date, as hereinafter defined; (i) each Class "A" common
share without par value then issued (whether outstanding or held in the treasury
of the Corporation) shall forthwith be changed into, and without more be and
become, one (1) share of Common Stock of the Corporation authorized by these
Amended Articles; and (ii) there shall be no Class "B" common shares without par
value then issued (whether outstanding or held in the treasury of the
Corporation).  As used herein the term "Effective Date" shall mean the date and
time when a certificate containing a copy of the resolution adopting these
Amended Articles is filed with the Secretary of State of Ohio as provided in
Section 1701.73 of the Ohio Revised Code.


     V.     Section 1701.831 of the Ohio Revised Code shall not apply to
"control share acquisitions" (as such term is defined in Section 1701.0l(Z)(1)
of the Ohio Revised Code) of any shares of this Corporation, whether heretofore
or hereafter authorized or heretofore or hereafter issued.

     VI.    No holders of any class of shares of the Corporation shall have any
pre-emptive right to purchase or have offered to them for purchase any shares or
other securities of the Corporation, whether now or hereafter authorized.

     VII.   The Corporation may from time to time, pursuant to authorization by
the Board of Directors and without action of the shareholders, purchase or
otherwise acquire shares of the Corporation of any class or classes in such
manner, upon such terms and in such amounts as the Board of Directors shall
determine; subject, however, to such limitation or restriction, if any, as is
contained in the express terms of any class of shares of the Corporation
outstanding at the time of the purchase or acquisition in question.

     VIII.  Notwithstanding any provision of the Ohio Revised Code now or
hereafter in force requiring for any purpose the vote, consent, waiver or
release of the holders of shares entitling them to exercise two-thirds, or any
other proportion, of the voting power of the Corporation or of any class or
classes of shares thereof, such action, unless otherwise expressly required by
statute or by these Articles, may be taken by the vote, consent, waiver or
release of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes.

     IX.    Any and every statute of the State of Ohio hereafter enacted,
whereby the rights, powers or privileges of corporations or of the shareholders
of corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation
shall apply to the Corporation and sha11 be binding not only upon the
Corporation but upon every shareholder of the Corporation to the same extent as
if such statute had been in force at the date of filing these Articles of
Incorporation of the Corporation in the office of the Secretary of State of
Ohio.

     X.     These Amended Articles of Incorporation take the place of and
supersede the existing Articles of Incorporation as heretofore amended.


                             O.H. MATERIALS CORP.
                         OHM MATERIALS MERGER COMPANY

                         JOINT CERTIFICATE OF ADOPTION
                             OF AGREEMENT OF MERGER


     James L. Kirk, Chairman of the Board, and Ira O. Kane, President and
Secretary, of O.H. Materials Corp., an Ohio corporation ("OHM"), do hereby
certify that:

     1.  The Agreement of Merger dated as of June 28, 1986; between OHM and OHM
Merger Company, an Ohio corporation ("OHMMC") (OHM and OHMMC being the
constituent corporations as defined in Section 1701.01(V) of the Ohio General
Corporation Law), to which this Certificate is attached, was duly approved by
the Board of Directors of OHM by written action taken June 2, 1986, in lieu of
action taken at a meeting and was duly executed by the Chairman and attested by
the Treasurer of OHM for and on behalf of OHM; and

     2.  Thereafter, said Agreement of Merger was duly submitted to and approved
and adopted by the written consent, dated June 28, 1986, in lieu of action taken
at a meeting, of the holders of all of the outstanding common shares of OHM
entitled to vote thereon.

     IN WITNESS WHEREOF, James L. Kirk, Chairman of the Board, and Ira O. Kane,
President and Secretary of OHM, action for an on behalf of OHM, have hereunto
subscribed their names on this 30th day of June, 1986.

                              /s/ James L. Kirk
                              -----------------
                              James L. Kirk, Chairman


                              /s/ Ira O. Kane
                              ---------------
                              Ira O. Kane, President and Secretary


     Ira O. Kane, President, and Henry E. Beal, Secretary, of OHM Merger
Company, an Ohio corporation ("OHMMC"), do hereby certify that:

     1.  The Agreement of Merger dated as of June 28, 1986, between OHMMC and
O.H. Materials Corp., an Ohio corporation ("OHM") (OHMMC and OHM being the
constituent corporations as defined in Section 1701.01(V) of the Ohio General
Corporation Law), to which this Certificate is attached, was duly approved by
the Board of Directors of OHMMC by written action taken June 2, 1986, in lieu of
action taken at a meeting, and was duly executed by the President and attested
by the Treasurer of OHMMC for and on behalf of OHMMC; and

     2.  Thereafter, said Agreement of Merger was duly submitted to and approved
and adopted by the written consent, dated June 28, 1986, in lieu of action taken
at a meeting, of the holders of all of the outstanding common shares of OHMMC
entitled to vote thereon.

     IN WITNESS WHEREOF, Ira O. Kane., President, and Henry E. Beal, Secretary
of OHMMC, acting for and on behalf of OHMMC, have hereunto subscribed their
names as of this 30th day of June, 1986.

                              /s/ Ira O. Kane
                              ---------------
                              Ira O. Kane, President


                              /s/ Henry E. Beal
                              -----------------
                              Henry E. Beal, Secretary


                             OHM MERGER AGREEMENT


     This Agreement of Merger (the "Agreement") is made and entered into as of
the 28th day of June, 1986 pursuant to Section 1701.78 of the Ohio Revised Code,
by and between O.H. Materials Corp., an Ohio corporation ("OHM"), and OHM Merger
Company, an Ohio corporation ("OHMMC").  (OHM and OHMMC are hereinafter
sometimes collectively as the "Constituent Corporations".)

                              W I T N E S S E T H:

     WHEREAS, OHM and Environmental Testing and Certification Corporation, a
Delaware corporation ("ETC"), have entered into that certain Amended and
Restated Plan and Agreement of Reorganization, dated as of December 5, 1985 (the
"Reorganization Agreement"):

     WHEREAS, pursuant to the Reorganization Agreement, OHM and ETC have caused
to be formed and incorporated a new Delaware corporation, Environmental
Treatment and Technologies Corp. ("ETC Holding Company"), and ETC Holding
Company has executed and become a party to the Reorganization Agreement;

     WHEREAS, the Reorganization Agreement provides for the merger of OHMMC into
OHM pursuant to this Agreement (the "Merger") and the merger of ETC Merger
Company, a Delaware corporation wholly owned by ETC Holding Company ("ETCMC"),
into ETC (the "ETC Merger") pursuant to the terms of a Merger Agreement, dated
of even date herewith, by and between ETC and ETCMC (the "ETC Merger
Agreement");

     WHEREAS, on the date hereof, OHM has an authorized capitalization
consisting of:  165,000 shares of Common Stock (the "OHM Common Stock"), of
which 52,560 shares have


been issued and are outstanding; and 7,000 shares of Serial Preferred Stock, no
par value, none of which are outstanding (the "OHM Preferred Stock");

     WHEREAS, on the date hereof, OHM has an authorized capitalization
consisting of 100 shares of Common Stock, without par value ("OHMMC Common
Stock"), of which 100 shares have been issued and outstanding and are owned by
ETC Holding Company;

     WHEREAS, on the date hereof, ETC Holding Company has authorized common
capital stock of 100 shares of Common Stock, without par value ("ETC Holding
Company Common Stock"), of which 100 shares have been issued and are
outstanding;

     WHEREAS, prior to the Effective Time (as hereinafter defined), the
authorized common capital stock of ETC Holding Company shall be increased to
20,000,000 shares of ETC Holding Company Common Stock and, pursuant to the
Reorganization Agreement, ETC Holding Company shall make available to OHMMC, its
wholly owned subsidiary, at or prior to the Effective Time, the shares of ETC
Holding Company Common Stock necessary to consummate the Merger with OHM as
provided herein; and

     WHEREAS, the Directors of each of the Constituent Corporations and ETC
Holding Company have duly authorized and approved the Reorganization Agreement,
and the Directors of OHM and OHMMC have each duly authorized and approved this
Agreement and the Merger and the shareholders of ETCMC and OHM have adopted this
Agreement;

     NOW THEREFORE, in consideration of the premises hereof and the mutual
agreements contained herein, OHM and OHMMC hereby agree as follows:


                                   ARTICLE I

                           MERGER OF OHMMC INTO OHM
                           ------------------------

     1.1  At the Effective Time OHMMC shall be merged into OHM, which thereupon
shall become a subsidiary of ETC Holding Company.  OHM shall be the surviving
corporation (the "Surviving Corporation") and shall be governed by the laws of
the State of Ohio.  The name of the Surviving Corporation shall be O.H.
Materials Corp.

                                  ARTICLE II

                             CONVERSION OF SHARES
                             --------------------

     2.1  At the Effective Time, by virtue of the Merger (a) the shares of OHMMC
Common Stock issued and outstanding immediately prior to the Effective Time
shall be converted into and become, in the aggregate, 100 shares of Common Stock
of the Surviving Corporation (which shall be all of the issued and outstanding
shares of capital stock of the Surviving Corporation immediately after the
Effective Time) and (b) the shares of OHM Common Stock issued and outstanding
immediately prior to the Effective Time ("Old OHM Common Stock") shall be
converted, pro rata, into and become, in the aggregate, six million (6,000,000)
shares of ETC Holding Company Common Stock.

     2.2  At the Effective Time, the holders of old OHM Common Stock shall cease
to have any rights as shareholders of OHM, except solely to have their shares
converted into ETC Holding Company Common Stock as provided in Section 2.1
hereof.  Each such holder, upon surrender of an outstanding certificate(s) for
shares of Old OHM Common Stock to MidLantic National Bank (the "Exchange
Agent"), shall be entitled to receive in exchange therefore a certificate
representing the number of shares of ETC Holding Company Common Stock into


which such holder's shares of Old OHM Common Stock shall have been converted
pursuant to the Merger.

     2.3  After the Effective Time, and upon surrender by ETC Holding Company of
certificates representing the OHMMC Common Stock to the Exchange Agent, the
Surviving Corporation shall deliver to ETC Holding Company appropriate
certificates representing the common stock of the Surviving Corporation
resulting from the conversion of OHMMC Common Stock as provided in Section 2.1
hereof.

                                  ARTICLE III

                             EFFECT OF THE MERGER
                             --------------------

     3.1  At the Effective Time, the effect of the Merger shall be as provided
by the applicable provisions of Ohio law.  Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time, the separate
corporate existence of OHMMC shall cease; the Surviving Corporation shall
possess all assets and property of every description, and every interest
therein, wherever located, and the rights, privileges, immunities, powers and
authorities of a public, as well as private, nature of OHM and OHMMC; all
obligations belonging to or due OHM or OHMMC shall be vested in, and become the
obligations of, the Surviving Corporation without further act or deed; title to
any real estate or any interest therein vested in OHM or OHMMC shall not revert
or in any way be impaired by reason of the Merger, all rights of creditors and
all liens upon any property of OHM or OHMMC shall be preserved unimpaired; and
the Surviving Corporation shall be liable for all the obligations of OHM and
OHMMC and any claim existing, or action or proceeding pending, by or against OHM
or OHMMC may be prosecuted to judgment with right of appeal as if the Merger had
not taken place.


                                  ARTICLE IV

                                EFFECTIVE TIME
                                --------------

     4.1  If this Agreement is adopted by the shareholders of OHM and OHMMC and
if the conditions set forth in Article VIII of the Reorganization Agreement are
duly satisfied or waived, and if this Agreement has not been terminated pursuant
to Article VII hereof, the Merger shall take effect at the close of business on
the day (the "Effective Time") on which (i) a certificate complying with the
provisions of Section 1701.78 of the Ohio Revised Code, containing a signed copy
of this Agreement or a copy thereof, is duly filed with the Secretary of State
of Ohio or (ii) a certificate complying with the provisions of Section 251 of
the General Corporation Law of Delaware with respect to the ETC Merger is duly
filed with the Secretary of State of Delaware, whichever shall occur later.

                                   ARTICLE V

                ARTICLES OF INCORPORATION/REGULATIONS/DIRECTORS
                -----------------------------------------------

     5.1  The Amended Articles of Incorporation of OHM, as in effect immediately
prior to the Effective Time, shall, from and after the Effective Time,
constitute the "articles" of the Surviving Corporation within the meaning of
Section 1701.01(D) of the Ohio Revised Code unless and until amended in
accordance with the provisions thereof and applicable law.  A copy of such
Amended Articles of Incorporation is attached hereto as Annex I and is hereby
incorporated herein by this reference.

     5.2  The regulations of OHM, as in effect immediately prior to the
Effective Time, constitutes the Regulations of the Surviving Corporation unless
and until amended in


accordance with the provisions thereof, the Articles of Incorporation of the
Surviving Corporation and applicable law.

     5.3  The directors of the Surviving Corporation shall be Eckardt C. Beck,
John J. Fitzgerald, Ira O. Kane (who shall also serve as President and Chief
Executive Officer of the Surviving Corporation) and James L. Kirk, who shall
serve as directors of the Surviving Corporation until the conclusion of the
first meeting of the shareholders of the Surviving Corporation, or until their
successors have been duly elected and qualified, whichever occurs later.

                                  ARTICLE VI

                                STATUTORY AGENT
                                ---------------

     6.1  The name and address of the statutory agent upon whom any process,
nature or demand against any Constituent Corporation or the Surviving
Corporation may be served is Ira O. Kane, 16406 U.S. Route 224 East, Findlay,
Ohio  45840.

                                  ARTICLE VII

                                  TERMINATION
                                  -----------
     7.1  Notwithstanding anything to the contrary herein, this Amendment shall
immediately terminate if for any reason the Reorganization Agreement shall be
terminated.

                                 ARTICLE VIII

                                 MISCELLANEOUS
                                 -------------

     8.1  Any Constituent Corporation may, at any time prior to the Effective
Time, by action duly taken by its Directors, waive any term or condition of this
Agreement and/or agree to any amendment or modification of this Agreement;
provided, however, that after a favorable


vote of the shareholders of either Constituent Corporation the terms and
conditions shall not be waived, amended or modified without resubmission to such
shareholders if such waiver, amendment or modification would constitute a
material change to this Agreement and/or require resubmission of the Merger or
this Agreement to the shareholders of either Constituent Corporation.

     8.2  The captions and headings of this Agreement are for convenience only
and are not intended, and shall not be construed, as a summary of the provision
of the Articles of this Agreement.  This Agreement shall be governed and
construed in accordance with the laws of the State of Ohio.

     8.3  This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which shall be considered one and the same
agreement.

     IN WITNESS WHEREOF, OHM and OHMMC, pursuant to the authority and approval
of their respective Boards of Directors, have each caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

                                          O.H. MATERIALS CORP.

Attest:
                                          By  /s/ James L. Kirk
                                            ------------------------------------
/s/ Pamela K.M. Beall                       James L. Kirk, Chairman of the Board
- -------------------------------------       Chief Executive Officer
Pamela K.M. Beall
Treasurer

                                          OHM MERGER COMPANY

Attest:
                                          By  /s/ Ira O. Kane
                                            ------------------------------------
/s/ Pamela K.M. Beall                       Ira O. Kane, President and
- -------------------------------------       Chief Executive Officer
Pamela K.M. Beall
Treasurer


                                                                         ANNEX I
                                                                         -------
                                    AMENDED
                           ARTICLES OF INCORPORATION
                                       OF
                              O.H. MATERIALS CORP.

     I.   The name of the Corporation shall be "O.H. Materials Corp."

     II.  The principal office of the Corporation in the State of Ohio is to be
located at Findlay in Hancock County.

     III. The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

     IV.  The number of shares which the Corporation is authorized to have
outstanding is 172,000 shares, consisting of 7,000 shares of Serial Preferred
Stock without par value (hereinafter called "Serial Preferred Stock") and
165,000 shares of Common Stock without par value (hereinafter called "Common
Stock").

     The express terms of the shares of each class are as follows:

                                  DIVISION A

                  EXPRESS TERMS OF THE SERIAL PREFERRED STOCK

     Section 1.  The Serial Preferred Stock may be issued from time to time in
one or more series. All shares of Serial Preferred Stock shall be of equal rank
and shall be identical, except in respect of the matters that may be fixed by
the Board of Directors as hereinafter provided, and each share of each series
shall be identical with all other shares of such series, except as to the date
from which dividends are cumulative. Subject to the provisions of Sections 2 to
9, inclusive, of this Division, which provisions shall apply to all Serial
Preferred Stock, the Board of Directors hereby is authorized to cause such
shares to be issued in one or more series and with respect to each such series
to fix:

          (a)     The designation of the series, which may be by distinguishing
     number, letter and/or title.

          (b)     The number of shares of the series, which number the Board of
     Directors may (except where otherwise provided in the creation of the
     series) increase or decrease (but not below the number of shares thereof
     then outstanding).

          (c)     The annual dividend rate of the series.

          (d)     The dates at which dividends, if declared, shall be payable,
     and the dates from which dividends shall be cumulative.


          (e)     The redemption rights and price or prices, if any, for shares
     of the series.

          (f)     The terms and amount of any sinking fund provided for the
     purchase or redemption of shares of the series.

          (g)     The amounts payable on shares of the series in the event of
     any voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the Corporation.

          (h)     Whether the shares of the series shall be convertible into
     shares of any other class or series of the Corporation, and if so, the
     specification of such other class or series, the conversion price or
     prices, any adjustments thereof, the date or dates as of which such shares
     shall be convertible, and other terms and conditions upon which such
     conversion may be made .

          (i)     Restrictions (in addition to those set forth in Sections 6(b)
     and 6(c) of this Division) on the issuance of shares of the same series or
     of any other class or series.

     The Board of Directors is authorized to adopt from time to time amendments
to the Articles of Incorporation fixing, with respect to each such series, the
matters described in clauses (a) to (i), inclusive, of this Section 1.

     Section 2.  The holders of Serial Preferred Stock of each series, in
preference to the holders of Common Stock and of any other class of shares
ranking junior to the Serial Preferred Stock, shall be entitled to receive out
of any funds legally available for the Serial Preferred Stock and when and as
declared by the Board of Directors dividends in cash at the rate for such series
fixed in accordance with the provisions of Section 1 of this Division and no
more, payable on the dividend payment dates fixed for such series. Such
dividends shall be cumulative, in the case of shares of each particular series,
from and after the date or dates fixed with respect to such series. No dividend
may be paid upon or set apart for any of the Serial Preferred Stock on any
dividend payment date unless (i) all dividends upon all Serial Preferred Stock
then outstanding for all dividend payment dates prior to such date shall have
been paid or funds therefor set apart, and (ii) at the same time a like dividend
upon all Serial Preferred Stock then outstanding and having a dividend payment
date on such date, ratably in proportion to the respective annual dividend
rates, shall be paid or funds therefor set apart.

     For the purpose of this Division A, a dividend shall be deemed to have been
paid or funds therefor set apart on any date if on or prior to such date the
Corporation shall have deposited funds sufficient therefor with a bank or trust
company and shall have caused checks drawn against such funds in appropriate
amounts to be mailed to each holder of record entitled to receive such dividends
at his address then appearing on the books of the Corporation.

     Section 3.  In no event so long as any Serial Preferred Stock shall be
outstanding shall any dividends, except a dividend payable in Common Stock or
other shares ranking junior to the Serial Preferred Stock, be paid or declared
or any distribution be made except as aforesaid on the Common Stock or any other
shares ranking junior to the Serial Preferred Stock, nor shall any Common Stock
or any other shares ranking junior to the Serial Preferred Stock be


purchased, retired or otherwise acquired by the Corporation (except out of the
proceeds of the sale of Common Stock or other shares ranking junior to the
Serial Preferred Stock received by the Corporation on or subsequent to the first
date on which any then outstanding shares of such Preferred Stock shall have
been issued) unless (i) all dividends upon all Serial Preferred Stock then
outstanding for all dividend payments dates on or prior to the date of such
action shall have been paid or funds therefor set apart, and (ii) all mandatory
sinking fund obligations pursuant to the terms of any series of Serial Preferred
Stock for all sinking fund payments due on or prior to the date of such action
shall have been complied with.

     Section 4.  (a) Subject to the express terms of each series and to the
provisions of Section 6(c)(iv) of this Division, the Corporation (i) may from
time to time redeem all or any part of the Serial Preferred Stock of any series
at the time outstanding at the option of the Board of Directors at the
applicable redemption price of such series fixed in accordance with the
provisions of Section 1 of this Division, and (ii) shall from time to time make
such redemptions of the Serial Preferred Stock as may be required to fulfill the
requirements of any sinking fund provided for shares of such series at the
applicable sinking fund redemption price, fixed in accordance with the
provisions of Section 1 of this Division, together in each case with (i) all
then unpaid dividends upon such shares for all dividend payment dates on or
prior to the redemption date and (ii) a proportionate dividend, based on the
number of elapsed days, for the period from the day after the most recent such
dividend payment date through the redemption date.

     (b) Notice of every such redemption shall be mailed, postage prepaid, to
the holders of record of the Serial Preferred Stock to be redeemed at their
respective addresses then appearing on the books of the Corporation, not less
than 30 days nor more than 60 days prior to the date fixed for such redemption.
At any time before or after notice has been given as above provided, the
Corporation may deposit the aggregate redemption price of the shares of Serial
Preferred Stock to be redeemed, together with (i) all then unpaid dividends upon
such shares for all dividend payment dates on or prior to the redemption date
and (ii) a proportionate dividend, based on the number of elapsed days, for the
period from the day after the most recent such dividend payment date through the
redemption date, with any bank or trust company in Cleveland or Columbus, Ohio,
or New York, New York, having capital and surplus of more than $50,000,000,
named in such notice, and direct that such deposited amount be paid to the
respective holders of the shares of Serial Preferred Stock so to be redeemed
upon surrender of the stock certificate or certificates held by such holders.
Upon the giving of such notice and the making of such deposit such holders shall
cease to be shareholders with respect to such shares and shall have no interest
in or claim against the Corporation with respect to such shares except only the
right to receive such money from such bank or trust company without interest or
to exercise, before the redemption date, any unexpired privileges of conversion.
In case less than all of the outstanding shares of any series of Serial
Preferred Stock are to be redeemed, the Corporation shall select, pro rata or by
lot, the shares so to be redeemed in such manner as shall be prescribed by its
Board of Directors.

     If the holders of shares of Serial Preferred Stock which shall have been
called for redemption shall not, within six years after such deposit, claim the
amount deposited for the


redemption thereof, any such bank or trust company shall, upon demand, pay over
to the Corporation such unclaimed amounts and thereupon such bank or trust
company and the Corporation shall be relieved of all responsibility in respect
thereof and to such holders.

     (c)  Any shares of Serial Preferred Stock which are (i) redeemed by the
Corporation pursuant to the provisions of this Section 4, (ii) purchased and
delivered in satisfaction of any sinking fund requirements provided for shares
of such series, or (iii) converted in accordance with the express terms thereof,
shall resume the status of authorized and unissued shares of Serial Preferred
Stock without serial designation; provided, however, that any such shares which
are converted in accordance with the express terms thereof shall not be reissued
as convertible shares.

     Section 5.  (a) The holders of Serial Preferred Stock of any series shall,
in case of voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, be entitled to receive in full out of the assets
of the Corporation, including its capital, before any amount shall be paid or
distributed among the holders of the Common Stock or any other shares ranking
junior to the Serial Preferred Stock, the amounts fixed with respect to shares
of such series in accordance with Section 1 of this Division, plus (i) all then
unpaid dividends upon such shares for all dividend payment dates on or prior to
the date of payment of the amount due pursuant to such liquidation, dissolution
or winding up, and (ii) a proportionate dividend, based on the number of elapsed
days, for the period from the day after the most recent such dividend payment
date through the date of payment of the amount due pursuant to such liquidation,
dissolution or winding up.  In case the net assets of the Corporation legally
available therefor are insufficient to permit the payment upon all outstanding
shares of Serial Preferred Stock of the full preferential amount to which they
are respectively entitled, then such net assets shall be distributed ratably
upon outstanding shares of Serial Preferred Stock in proportion to the full
preferential amount to which each such share is entitled.

     After payment to holders of Serial Preferred Stock of the full preferential
amounts as aforesaid, holders of Serial Preferred Stock as such shall have no
right of claim to any of the remaining assets of the Corporation.

     (b) The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or the sale, lease
or conveyance of all or substantially all of the property or business of the
Corporation, shall not be deemed to be a dissolution, liquidation or winding up
for the purposes of this Division.

     Section 6.  (a) The holders of Serial Preferred Stock shall be entitled to
one vote for each share of such stock upon all matters presented to the
shareholders; and, except as otherwise provided herein or required by law, the
holders of Serial Preferred Stock and the holders of Common Stock shall vote
together as one class on all matters. No adjustment of the voting rights of
holders of Serial Preferred Stock shall be made in the event of an increase or
decrease in the number of shares of Common Stock authorized or issued or in the
event of a stock split of combination of shares of Common Stock or in the event
of a stock dividend on any class of stock payable solely in Common Stock.


     If, and so often as, the Corporation shall be in default in the payment of
dividends in an amount equivalent to six full quarterly dividends on any series
of Serial Preferred Stock at the time outstanding, whether or not earned or
declared, the holders of Serial Preferred Stock of all series, voting separately
as a class and in addition to all other rights to vote for Directors, shall
thereafter be entitled to elect, as hereinbelow provided, two members of the
Board of Directors of the Corporation who shall serve, except as hereinbelow
provided, until the next annual meeting of the shareholders and until their
successors have been elected and qualified. The special class voting rights
provided for herein when the same shall have become vested shall remain so
vested until all dividends on the Serial Preferred Stock of all series then
outstanding for all past dividend payment dates shall have been paid or funds
therefor set apart, whereupon the terms of Directors elected by the holders of
Serial Preferred Stock shall automatically terminate and the holders of Serial
Preferred Stock shall be divested of their special class voting rights in
respect of subsequent elections of Directors, subject to the revesting of such
special class voting rights in the event hereinabove specified in this
paragraph.

     In the event of default entitling the holders of Serial Preferred Stock to
elect two Directors as above specified, a special meeting of the holders of
Serial Preferred Stock for the purpose of electing such Directors shall be
called by the Secretary of the Corporation upon written request of, or upon
written notice to the Secretary of the Corporation may be called by, the holders
of record of at least 10% of the shares of Serial Preferred Stock of all series
at the time outstanding, and notice thereof shall be given in the same manner as
that required for the annual meeting of shareholders; provided, however, that
the Corporation shall not be required and the holders of Serial Preferred Stock
shall not be entitled, to call such special meeting if the annual meeting of
shareholders shall be held within 90 days after the date of receipt by the
Secretary of the Corporation of the foregoing written request or notice from the
holders of Serial Preferred Stock. At any annual meeting of shareholders or
special meeting called for such purpose at which the holders of Serial Preferred
Stock shall be entitled to elect Directors, the holders of 50% of the then
outstanding shares of Serial Preferred Stock of all series, present in person or
by proxy, shall be sufficient to constitute a quorum for such purpose, and the
vote of the holders of a majority of such shares so present at any such meeting
at which there shall be such a quorum shall be necessary and sufficient to elect
the members of the Board of Directors which the holders of Serial Preferred
Stock are entitled to elect as hereinabove provided. If at any such meeting
there shall be less than a quorum for such purpose present, the holders of a
majority of the shares of Serial Preferred Stock so present may adjourn the
meeting for such purpose only from time to time without notice other than the
announcement at the meeting until a quorum shall attend.

     The two Directors who may be elected by the holders of Serial Preferred
Stock pursuant to the foregoing provisions shall be in addition to any other
Directors then in office or proposed to be elected otherwise than pursuant to
such provisions, and nothing in such provisions shall prevent any change
otherwise permitted in the total number of Directors of the Corporation or
require the resignation of any Director elected otherwise than pursuant to such
provisions.

     (b) Except as hereinbelow provided, the affirmative vote of the holders of
at least two-thirds of the shares of Serial Preferred Stock at the time
outstanding, given in person or by


proxy at a meeting called for the purpose at which the holders of Serial
Preferred Stock shall vote separately as a class, shall be necessary to adopt
any amendment to the Articles of Incorporation (but so far as the holders of
Serial Preferred Stock are concerned, such amendment may be adopted with such
vote) which:

               (i)   changes issued shares of Serial Preferred Stock of all
          series then outstanding into a lesser number of shares of the
          Corporation of the same class and series or into the same or a
          different number of shares of the Corporation of any other class or
          series; or

               (ii)  changes the express terms of the Serial Preferred Stock in
          any manner substantially prejudicial to the holders of all series
          thereof then outstanding; or

               (iii) authorizes shares of any class, or any security convertible
          into shares of any class, or authorizes the conversion of any security
          into shares of any class, ranking prior to the Serial Preferred Stock;
          or

               (iv)  changes the express terms of issued shares of any class
          ranking prior to the Serial Preferred Stock in any manner
          substantially prejudicial to the holders of all series of Serial
          Preferred Stock then outstanding;

and, except as hereinbelow provided, the affirmative vote of the holders of at
least two-thirds of the shares of each affected series of Serial Preferred Stock
at the time outstanding, given in person or by proxy at a meeting called for the
purpose at which the holders of each affected series of Serial Preferred Stock
shall vote separately as a series, shall be necessary to adopt any amendment to
the Articles of Incorporation (but so far as the holders of each such series of
Serial Preferred Stock are concerned, such amendment may be adopted with such
vote) which:

               (v)   changes issued shares of Serial Preferred Stock of one or
          more but not all series then outstanding into a lesser number of
          shares of the Corporation of the same series or into the same or
          different number of shares of the Corporation of any other class or
          series; or

               (vi)  changes the express terms of any series of the Serial
          Preferred Stock in any manner substantially prejudicial to the holders
          of one or more but not all series thereof then outstanding; or

               (vii) changes the express terms of issued shares of any class
          ranking prior to the Serial Preferred Stock in any manner
          substantially prejudicial to the holders of one or more but not all
          series of Serial Preferred Stock then outstanding;

provided, however, that this subsection (b) shall not apply to, and the class or
series vote herein specified shall not be required for the approval of, any
action of the types described in the preceding clauses (i) through (vii) which
is a part of or effected in connection with the


consolidation of the Corporation with or its merger into any other corporation,
so long as the class vote specified by subsection (c) of this Section 6 is
obtained in any case in which such class vote is required under clause (ii) of
said subsection (c).

     (c)  Except as hereinbelow provided, the affirmative vote of the holders of
at least a majority of the shares of Serial Preferred Stock at the time
outstanding, given in person or by proxy at a meeting called for the purpose at
which the holders of Serial Preferred Stock shall vote separately as a class,
shall be necessary to effect any one or more of the following (but so far as the
holders of Serial Preferred Stock are concerned, such action may be effected
with such vote):

               (i)    The sale, lease or conveyance by the Corporation of all or
          substantially all of its property or business, provided, however, that
          this clause shall not be construed to apply to a mortgage or creation
          of any security interest in assets of the Corporation; or

               (ii)   The consolidation of the Corporation with or its merger
          into any other corporation; provided, however, that no class vote
          shall be required by this clause if the corporation resulting from
          such consolidation or merger will have after such consolidation or
          merger no class of shares either authorized or outstanding ranking
          prior to or on a parity with the Serial Preferred Stock except the
          same number of shares ranking prior to or on a parity with the Serial
          Preferred Stock and having substantially the same rights and
          preferences as the shares of the Corporation authorized and
          outstanding immediately preceding such consolidation or merger, and
          each holder of Serial Preferred Stock immediately preceding such
          consolidation or merger shall receive the same number of shares, with
          substantially the same rights and preferences, of the resulting
          corporation; or

               (iii)  Any amendment to the Articles of Incorporation which
          authorizes additional shares of, or authorizes shares of any class
          which are convertible into, or authorizes the conversion of shares of
          any class into, Serial Preferred Stock or shares ranking on a parity
          with the Serial Preferred Stock; or

               (iv)   The purchase or redemption (for sinking fund purposes or
          otherwise) of less than all of the Serial Preferred Stock then
          outstanding except in accordance with a stock purchase offer made to
          all holders of record of Serial Preferred Stock, unless (A) all
          dividends upon all Serial Preferred Stock then outstanding for all
          dividend payment dates on or prior to the date of such purchase or
          redemption shall have been paid or funds therefor set apart, and (B)
          all mandatory sinking fund obligations pursuant to the terms of any
          series of Serial Preferred Stock for all sinking fund payment dates on
          or prior to the date of such purchase or redemption shall have been
          complied with.

     Section 7.  If the shares of any series of Serial Preferred Stock shall be
convertible into shares of any other class or series of the Corporation, then
upon conversion of shares of such


series the stated capital of the shares delivered upon such conversion shall be
the aggregate par value of the shares so delivered having par value, or, in the
case of shares without par value, shall be an amount equal to the stated capital
represented by each such share outstanding at the time of such conversion
multiplied by the number of such shares delivered upon such conversion. The
stated capital of the Corporation shall be correspondingly increased or reduced
to reflect the difference between the stated capital of the shares of Serial
Preferred Stock so converted and the stated capital of the shares delivered upon
such conversion.

     Section 8.  To the extent that there are now or hereafter created series of
Serial Preferred Stock which are convertible into Common Stock (hereinafter
called "convertible series"), the following terms and provisions shall be
applicable to all of such series, except as may be otherwise expressly provided
in the terms of any such series.

     (a)  The holder of each share of a convertible series may exercise the
conversion privilege in respect thereof by delivering to any transfer agent for
the respective series the certificate for the share to be converted and written
notice that the holder elects to convert such share. Conversion shall be deemed
to have been effected immediately prior to the close of business on the date
when such delivery is made, and such date is referred to in this Section as the
"conversion date". On the conversion date or as promptly thereafter as
practicable the Corporation shall deliver to the holder of the shares
surrendered for conversion, or as otherwise directed by him in writing, a
certificate for the number of full shares of Common Stock deliverable upon the
conversion or such shares and a check or cash in respect of any fraction of a
share as provided in subsection (b) of this Section. The person in whose name
the share certificate is to be registered shall be deemed to have become a
holder of Common Stock of record on the conversion date. No adjustment shall be
made for any dividends on shares surrendered for conversion or for dividends on
Common Stock delivered on conversion.

     (b)  The Corporation shall not be required to deliver fractional shares of
Common Stock upon conversion of shares on a convertible series.  If more than
one share shall be surrendered for conversion at one time by the same holder,
the number of full shares of Common Stock deliverable upon conversion thereof
shall be computed on the basis of the aggregate number of shares so surrendered.
If any fractional interest in a share of Common Stock would otherwise be
deliverable upon the conversion, the Corporation shall in lieu of delivering a
fractional share therefor make an adjustment therefor in cash at the current
market value thereof, computed (to the nearest cent) on the basis of the closing
price of Common Stock on the last business day before the conversion date.

     For the purpose of this Section, the "closing price of Common Stock" on any
business day shall be the last reported sales price regular way per share of
Common Stock on such day, or, in case no such reported sale takes place on such
day, the average of the reported closing bid and asked prices regular way, in
either case on the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading as determined by the Board of
Directors, which determination shall be conclusive, or, if not listed or
admitted to trading on any national securities exchange, as quoted by the
automated quotation system of the National Association of Securities Dealers,
Inc., or, if not so quoted the mean between the average bid and asked prices per
share of Common Stock in the over-the-counter market as furnished by any


member of the National Association of Securities Dealers, Inc. selected from
time to time by the Board of Directors for that purpose; and "business day"
shall be each day on which the New York Stock Exchange or other national
securities exchange or automated quotation system or over-the-counter market
used for purposes of the above calculation is open for trading.

     (c)  From and after the issuance thereof, the conversion price provided in
the terms of each convertible series shall be adjusted from time to time as
follows:

             (i)  In case the Corporation splits or combines the outstanding
          Common Stock, the conversion price in effect immediately prior to the
          effective date thereof shall be proportionately decreased in the case
          of a split or increased in the case of a combination, so as
          appropriately to reflect the same, such adjustment to become effective
          immediately after the opening of business on the day following the
          effective date of such split or combination. For this purpose, any
          dividend upon Common Stock payable in Common Stock shall be considered
          a split of the outstanding shares, and the effective date thereof
          shall be considered to be the dividend record date.

            (ii)  In case the Corporation shall issue rights or warrants to
          holders of Common Stock generally entitling them to subscribe for or
          purchase Common Shares at a price per share less than the current
          market price per share of Common Stock at the record date for the
          determination of shareholders entitled to receive such rights or
          warrants, the conversion price in effect immediately prior to such
          record date shall be reduced to a price determined by multiplying the
          conversion price then in effect by a fraction, of which the numerator
          shall be the number of shares of Common Stock outstanding on such
          record date plus the number of shares which the aggregate offering
          price of the total number of shares so offered would purchase at such
          market price, and of which the denominator shall be the number of
          shares of Common Stock outstanding on such record date plus the number
          of additional shares of Common Stock offered for subscription or
          purchase, such adjustment to become effective immediately after the
          opening of business on the day following such record date.

            (iii) In case the Corporation shall distribute to holders of Common
          Stock generally evidences of its indebtedness or securities or assets
          (excluding cash dividends payable out of consolidated earnings or
          earned surplus, determined in accordance with generally accepted
          accounting principles, and excluding Common Stock and rights and
          warrants to purchase Common Stock, the conversion price in effect
          immediately prior to the record date for the determination of
          shareholders entitled to receive such distribution shall be reduced to
          a price determined by multiplying the conversion price then in effect
          by a fraction, of which the numerator shall be the current market
          price per share of Common Stock on such record date, less the then
          fair market value (as determined by the Board of Directors of the
          Corporation, whose determination shall be conclusive) of the portion
          of the evidences of its indebtedness or securities or assets so
          distributed to one share of Common Stock, and of which


     the denominator shall be such current market price per share of Common
     Stock, such adjustment to become effective immediately after the opening of
     business on the day following such record date.

            For purposes of clauses (ii) and (iii) of this subsection (c), the
     current market price per share of Common Stock on any day shall be deemed
     to be the average of the closing prices of Common Stock (as defined in
     subsection (b) of this section) for the ten business days commencing
     twenty-five business days before the day in question.

            (iv)  No adjustment in the conversion price for any convertible
     series shall be made if, at the same time as the Corporation shall issue
     Common Stock as a dividend on the outstanding shares of Common Stock or
     shall issue rights or warrants to holders of Common Stock generally or
     shall distribute to holders of Common Shares generally evidences of its
     indebtedness or securities or assets, which, as provided in clauses (i)
     through (iii) above, would otherwise call for an adjustment in such
     conversion price, the Corporation shall issue shares of Common Stock as a
     dividend on the outstanding shares of such convertible series, or shall
     issue the same rights or warrants to holders of shares of such convertible
     series generally as are granted to holders of Common Stock, or shall
     distribute to holders of such convertible series generally the same
     evidences of its indebtedness or securities or assets as are distributed to
     holders of Common Stock, in each case in the same proportion as if each
     share of such series had been converted into Common Stock at the then
     applicable conversion price immediately prior to the record date for the
     determination of shareholders entitled to receive such dividend or rights
     or warrants or distribution.

            (v)   Except as provided in clauses (i) through (iii) above, no
     adjustment in the conversion price for any convertible series shall be made
     by reason of the issuance of Common Stock, or any security convertible into
     Common Stock, in exchange for cash, property or services.

            (vi)  No adjustment in the conversion price for any convertible
     series shall be required unless such adjustment would require an increase
     or decrease of at least 50 cents in such price; provided, however, that any
     adjustment which by reason of this clause (vi) are not required to be made
     shall be carried forward and taken into account in any subsequent
     adjustment. All calculations under this subsection (c) shall be made to the
     nearest one-hundredth of a share and to the nearest cent.

            (vii) Whenever the conversion price for any convertible series is
     adjusted as herein provided, the Corporation shall forthwith place on file
     with each transfer agent of such convertible series a statement signed by
     the President or a Vice President of the corporation and by its Treasurer
     or its Secretary or an Assistant Treasurer or an Assistant Secretary
     showing in detail the facts requiring such adjustment and the conversion
     price after such adjustment and shall exhibit


          the same from time to time to any holder of such series desiring an
          inspection thereof.

     (d)  In case of any reclassification or change or outstanding Common Stock
(except a split or combination, or a change in par value, or a change from par
value to no par value), provision shall be mace as part of the terms of such
reclassification or change that the holder of each share of each convertible
series then outstanding shall have the right to receive upon the conversion of
such share, at the conversion price which otherwise would be in effect at the
time of conversion, with the same protection against dilution as herein
provided, the same kind and amount of stock and other securities and property as
he would have owned or have been entitled to receive upon the happening of any
of the events described above had such share been converted immediately prior to
the happening of the event.

     (e)  In case the Corporation shall be consolidated with or shall merge into
any other corporation, provision shall be made as a part of the terms of such
consolidation or merger whereby the holder of each share of each convertible
series outstanding immediately prior to such event shall thereafter be entitled
to such conversion rights with respect to securities of the Corporation
resulting from such consolidation or merger as shall be substantially equivalent
to the conversion rights herein specified; provided, however, that the
provisions of this subsection (e) shall be deemed to be satisfied if such
consolidation or merger shall be approved by the holders of Serial Preferred
Stock in accordance with the provisions of Section 6(c) of this Division.

     (f)  The issue of share certificates on conversions of shares of each
convertible series shall be without charge to the converting shareholder for any
tax in respect of the issue hereof.  The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the registration of shares in any name other than that of the holder of the
shares converted, and the Corporation shall not be required to deliver any such
share certificate unless and until the person or persons requesting the delivery
thereof shall have paid to the Corporation the amount of such tax or shall have
established to the satisfaction of the Corporation that such tax has been paid.

     (g)  The Corporation hereby reserves and shall at all times reserve and
keep available, free from preemptive rights, out of its authorized but unissued
shares or treasury shares, for the purpose of delivery upon conversion of shares
of each convertible series, such number of shares of Common Stock as shall from
time to time be sufficient to permit the conversion of all outstanding shares of
all convertible series of Serial Preferred Stock.

     (h)  In case at any time:

              (1) the Corporation shall pay in any quarter-annual period any
          cash dividends upon its Common Stock which in total amount per share
          will exceed by 50% or more the total amount per share of the cash
          dividends paid during the last preceding quarter-annual period; or


              (2) the Corporation shall authorize the issuance or distribution
     to the holders of Common Stock generally of rights or warrants referred to
     in subsection (c)(ii), or of evidences of its indebtedness or securities or
     assets referred to in subsection (c)(iii), of this Section;

then, in each of said cases, the Corporation shall give written notice, by first
class mail, postage prepaid, to the transfer agents for each convertible series
and to each holder of record of such series, at his address then appearing on
the books of the Corporation, of the record date or of the date on which the
transfer books of the Corporation shall close with respect to such action.  Such
notice shall be given at least twenty days prior to the action in question and
not less than ten days prior to the record date or the date on which the
Corporation's transfer books are closed with respect thereto.

     Section 9.  For the purpose of this Division:

     Whenever reference is made to shares "ranking prior to the Serial Preferred
Stock", such reference shall mean and include all shares of the Corporation in
respect of which the rights of the holders thereof either as to the payment of
dividends or as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation are given preference
over the rights of the holders of Serial Preferred Stock; whenever reference is
made to shares "on a parity with the Serial Preferred Stock", such reference
shall mean and include all shares of the Corporation in respect of which the
rights of the holders thereof (i) neither as to the payment of dividends nor as
to distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation are given preference over the
rights of the holders of Serial Preferred Stock, and (ii) either as to the
payment of dividends or as to distributions in the event or a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation rank on an
equality (except as to the amounts fixed therefor) with the rights of the
holders of Serial Preferred Stock"; and whenever reference is made to shares
"ranking junior to the Serial Preferred Stock' such reference shall mean and
include all shares of the Corporation in respect or which the rights of the
holders thereof both as to the payment of dividends and as to distributions in
the event of a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation are junior and subordinate to the rights of the holders of
the Serial Preferred Stock.

                                  DIVISION B

                       EXPRESS TERMS OF THE COMMON STOCK

     The Common Stock shall be subject to the express terms of the Serial
Preferred Stock and any series thereof.  Each share of Common Stock shall be
equal to every other share of Common Stock.  The holders of Common Stock shall
be entitled to one vote for each share of Common Stock upon all matters
presented to the shareholders.


                               CHANGE IN SHARES

     At the Effective Date, as hereinafter defined; (i) each Class "A" common
share without par value then issued (whether outstanding or held in the treasury
of the Corporation) shall forthwith be changed into, and without more be and
become, one (1) share of Common Stock of the Corporation authorized by these
Amended Articles; and (ii) there shall be no Class "B" common shares without par
value then issued (whether outstanding or held in the treasury of the
Corporation).  As used herein the term "Effective Date" shall mean the date and
time when a certificate containing a copy of the resolution adopting these
Amended Articles is filed with the Secretary of State of Ohio as provided in
Section 1701.73 of the Ohio Revised Code.

     V.    Section 1701.831 of the Ohio Revised Code shall not apply to "control
share acquisitions" (as such term is defined in Section 1701.0l(Z)(1) of the
Ohio Revised Code) of any shares of this Corporation, whether heretofore or
hereafter authorized or heretofore or hereafter issued.

     VI.   No holders of any class of shares of the Corporation shall have any
pre-emptive right to purchase or have offered to them for purchase any shares or
other securities of the Corporation, whether now or hereafter authorized.

     VII.  The Corporation may from time to time, pursuant to authorization by
the Board of Directors and without action of the shareholders, purchase or
otherwise acquire shares of the Corporation of any class or classes in such
manner, upon such terms and in such amounts as the Board of Directors shall
determine; subject, however, to such limitation or restriction, if any, as is
contained in the express terms of any class of shares of the Corporation
outstanding at the time of the purchase or acquisition in question.

     VIII. Notwithstanding any provision of the Ohio Revised Code now or
hereafter in force requiring for any purpose the vote, consent, waiver or
release of the holders of shares entitling them to exercise two-thirds, or any
other proportion, of the voting power of the Corporation or of any class or
classes of shares thereof, such action, unless otherwise expressly required by
statute or by these Articles, may be taken by the vote, consent, waiver or
release of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes.

     IX.   Any and every statute of the State of Ohio hereafter enacted, whereby
the rights, powers or privileges of corporations or of the shareholders of
corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation
shall apply to the Corporation and shall be binding not only upon the
Corporation but upon every shareholder of the Corporation to the same extent as
if such statute had been in force at the date of filing these Articles of
Incorporation of the Corporation in the office of the Secretary of State of
Ohio.

     X.    These Amended Articles of Incorporation take the place of and
supersede the existing Articles of Incorporation as heretofore amended.

EX-3.64

                                                                    EXHIBIT 3.64
                                                                    ------------

                                  BY-LAWS OF

                             O.H. MATERIALS CORP.

                                   Article I
                                   ---------

SHAREHOLDERS' MEETINGS
- ----------------------

     Section 1.  Annual Meeting
     --------------------------

     The annual meeting of shareholders shall be held at 10:00 o'clock A.M., or
at such other hour as may be designated in the notice of said meeting, on the
date designated by the Board of Directors (which shall not be later than 120
days after the close of fiscal year of the Corporation) for the election of
directors and the consideration of reports to be laid before such meeting. Upon
due notice, there may also be considered and acted upon at an annual meeting any
matter which could properly be considered and acted upon at a special meeting,
in which case and for which purpose the annual meeting shall also be considered
as, and shall be, a special meeting. When the annual meeting is not held or
directors are not elected thereat, they may be elected at a special meeting
called for that purpose.

     Section 2.  Special Meetings
     ----------------------------

     Special meetings of shareholders may be called by the Chairman of the
Board, Vice Chairman or the President or a Vice President, or by the Directors
by action at a meeting, or by a majority of the Directors acting without a
meeting, or by the person or persons who hold not less than thirty-five percent
(35%) of all shares outstanding and entitled to be voted on any proposal to be
submitted at said meeting.

     Upon request in writing delivered either in person or by registered mail to
the President or Secretary by any person or person entitled to call a meeting of
shareholders, such officer shall forthwith cause to be given, to the
shareholders entitled thereto, notice of a meeting to be held not less than
seven nor more than sixty days after the receipt of such request, as such
officer shall fix. If such notice is not given within twenty days after the
delivery or mailing of such request, the person or persons calling the meeting
may fix the time of the meeting and give, or cause to be given, notice in the
manner hereinafter provided.

     Section 3.  Place of Meetings
     -----------------------------

     Any meeting of shareholders may be held either at the principal office of
the Corporation within the State of Ohio or at such other place within or
without the State of Ohio as may be designated in the notice of said meeting.

     Section 8.  Voting
     ------------------

     In all cases, except where otherwise by statute or the Articles or the
Regulations provide, a majority of the votes cast shall control.


     Cumulative voting in the election of Directors shall be permitted as
provided by statute.

     Section 9.  Reports to Shareholders
     -----------------------------------

     At the annual meeting, or the meeting held in lieu thereof, the officers of
the Corporation shall lay before the shareholders a financial statement as
required by statute.

     Section 10.  Action Without a Meeting
     -------------------------------------

     Any action which may be authorized or taken at a meeting of the
shareholders may be authorized or taken without a meeting with the affirmative
vote or approval of, and in a writing or writings signed by, all of the
shareholders who would be entitled to notice of a meeting for such purposes,
which writing or writings shall be filed with or entered upon the records of the
Corporation.

                                  ARTICLE II
                                  ----------

DIRECTORS
- ---------

     Section 1.  Election, Number and Term of Office
     -----------------------------------------------

     The Directors shall be elected at the annual meeting of shareholders, or if
not so elected, at a special meeting of shareholders called for that purpose,
and each Director shall hold office until the date fixed by these By-Laws for
the next succeeding annual meeting of shareholders and until his successor is
elected, or until his earlier resignation, removal from office, or death. At any
meeting of shareholders at which Directors are to be elected, only persons
nominated as candidates shall be eligible for election.

     The number of Directors, which shall not be less than three (unless all of
the shares of the Corporation are owned of record by one or two shareholders in
which case the number of Directors may be less than three but not less than the
number of shareholders), may be fixed or changed at a meeting of the
shareholders called for the purpose of electing Directors at which a quorum is
present, by the affirmative vote of the holders of a majority of the shares
represented at the meeting and entitled to vote on such proposal. In case the
shareholders at any meeting for the election of Directors shall fail to fix the
number of Directors to be elected, the number elected shall be deemed to be the
number of Directors so fixed.

     Section 2.  Meetings
     --------------------

     Regular meetings of the Directors shall be held immediately after the
annual meeting of shareholders and at such other times and places as may be
fixed by the Directors, and such regular meetings may be held without further
notice.

     Special meetings of the Directors may be called by the Chairman of the
Board, Vice Chairman or by the President or by a Vice President or by the
Secretary of the Corporation, or by not less than one-third of the Directors.
Notice of the time and place of a special meeting shall

                                       2


be served upon or telephoned to each Director at least twenty-four hours, or
mailed, telegraphed or cabled to each Director at least forty-eight hours, prior
to the time of the meeting.

     Section 3.  Quorum
     ------------------

     A majority of the number of Directors then in office (but in no event more
than 4) shall be necessary to constitute a quorum for the transaction of
business, but if at any meeting or the Directors there shall be less than a
quorum present, a majority of those present may adjourn the meeting from time to
time without notice other than announcement at the meeting until a quorum shall
attend.

     Section 4.  Action Without a Meeting
     ------------------------------------

     Any action which may be authorized or taken at a meeting of the Directors
may be authorized or taken without a meeting with the affirmative vote or
approval of, and in a writing or writings signed by, all of the Directors, which
writing or writings shall be filed with or entered upon the records of the
Corporation.

     Section 5.  Committees
     ----------------------

     The Directors may from time to time create a committee or committees of
Directors to act in the intervals between meetings of the Directors and may
delegate to such committee or committees any of the authority of the Directors
other than that of filling vacancies among the Directors or in any committee of
the Directors. No committee shall consist of less than three Directors. The
Directors may appoint one or more Directors as alternate members of any such
committee, who may take the place of any absent member or members at any meeting
of such committee.

     In particular, the Directors may create and define the powers and duties of
an Executive Committee. Except as above provided and except to the extent that
its powers are limited by the Directors, the Executive Committee during the
intervals between meetings of the Directors shall possess and may exercise,
subject to the control and direction of the Directors, all of the powers of the
Directors in the management and control of the business of the Corporation,
regardless of whether such powers are specifically conferred by these By-Laws.
All action taken by the Executive Committee shall be reported to the Directors
at their first meeting thereafter.

     Unless otherwise ordered by the Directors, a majority of the members of any
committee appointed by the Directors pursuant to this section shall constitute a
quorum at any meeting thereof, and the act of a majority of the members present
at a meeting at which a quorum is present shall be the act of such committee.
Action may be taken by any such committee without a meeting by a writing or
writings signed by all of its members. Any such committee shall prescribe its
own rules for calling and holding meetings and its method of procedure, subject
to any rules prescribed by the Directors, and shall keep a written record of all
action taken by it.

                                       3


                                  ARTICLE III
                                  -----------

OFFICERS
- --------

     Section 1.  Officers
     --------------------

     The Corporation may have a Chairman of the Board and a Vice Chairman (each
of whom shall be a Director) and shall have a President, a Secretary and a
Treasurer. The Corporation may also have one or more Vice Presidents and such
other officers and assistant officers as the Directors may deem necessary. All
of the officers and assistant officers shall be elected by the Directors.

     Section 2.  Authority and Duties of Officers
     --------------------------------------------

     The officers of the Corporation shall have such authority and shall perform
such duties as are customarily incident to their respective offices, or as may
be specified from time to time by the Directors regardless of whether such
authority and duties are customarily incident to such office.

                                  ARTICLE IV
                                  ----------

INDEMNIFICATION AND INSURANCE
- -----------------------------

     Section 1.  Indemnification
     ---------------------------

     The Corporation shall indemnify, to the full extent then permitted by law,
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, 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, trustee, officer,
employee or agent of another corporation, domestic or foreign, non profit or for
profit, partnership, joint venture, trust or other enterprise; provided,
however, that the Corporation shall indemnify any such agent (as opposed to any
Director, officer or employee) of this Corporation to an extent greater than the
required by law only if and to the extent that the Directors may, in their
discretion, so determine. The indemnification provided hereby shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any law, the articles of incorporation or any agreement, vote
of shareholders or of disinterested Directors or otherwise, both as to action in
official capacities and as to action in another capacity while he is a Director,
officer, employee or agent of the Corporation, and shall continue as to a person
who has ceased to be a Director, trustee, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     Section 2.  Insurance
     ---------------------

     The Corporation may, to the full extent then permitted by law and
authorized by the Directors, purchase and maintain insurance on behalf of any
persons described in Section 1 of

                                       4


this Article IV against any liability asserted against and incurred by any such
person in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability.

                                   ARTICLE V
                                   ---------

MISCELLANEOUS
- -------------

     Section 1.  Transfer and Registration of Certificates
     -----------------------------------------------------

     The Directors shall have authority to make such rules and regulations as
they deem expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof.

     Section 2.  Substituted Certificates
     ------------------------------------

     Any person claiming a certificate for shares to have been lost, stolen or
destroyed shall make an affidavit or affirmation of that fact, shall give the
Corporation and its registrar or registrars and its transfer agent or agents a
bond of indemnity satisfactory to the Directors or to the Executive Committee or
to the President or a Vice President and the Secretary or the Treasurer, and, if
required by the Directors or the Executive Committee or such officers, shall
advertise the same in such manner as may be required, whereupon a new
certificate may be executed and delivered of the same tenor and for the same
number of shares as the one alleged to have been lost, stolen or destroyed.

     Section 3.  Voting Upon Shares Held by the Corporation
     ------------------------------------------------------

     Unless otherwise ordered by the Directors, any officer or assistant officer
of the Corporation in person or by proxy or proxies appointed by him shall have
full power and authority on behalf of the Corporation to vote, act and consent
with respect to any shares issued by other corporations which the Corporation
may own.

     Section 4.  Articles to Govern
     ------------------------------

     In case any provision of these By-Laws shall be inconsistent with the
Articles, the Articles shall govern.

     Section 5.  Emergency Regulations
     ---------------------------------

     The Directors may adopt emergency regulations, either before or during "an
emergency," as that term is defined in division (U) of Section 1701.01 of the
Ohio Revised Code, or in any other relevant law in effect at the time of
adoption of the emergency regulations. Such regulations shall be operative only
during such an emergency so defined, but shall be applicable during such an
emergency notwithstanding any different provisions elsewhere in these By-Laws.
The emergency regulations may include such provisions as are authorized by law
to be included in By-Laws. Unless otherwise provided by such emergency
regulations, or in the event the Directors do not adopt emergency regulations,
the special rules contained and set forth in

                                       5


division (F) of Section 1701.11 of the Ohio Revised Code, or other relevant law
then in effect, shall be applicable during such an emergency notwithstanding any
different provisions elsewhere in these By-Laws.

     Section 6.  Amendments
     ----------------------

     These Regulations may be amended by the affirmative vote or the written
consent of the shareholders of record entitled to exercise a majority of the
voting power on such proposal, provided, however, that if an amendment is
adopted by written consent without a meeting of the shareholders, the Secretary
shall mail a copy of such amendment to each shareholder of record who would have
been entitled to vote thereon and did not participate in the adoption thereof.

                                       6

EX-3.65

                                                                    EXHIBIT 3.65




                                 AMENDMENT TO
                         ARTICLES OF INCORPORATION OF
                   IT-MCGILL POLLUTION CONTROL SYSTEMS, INC.


TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

     THE UNDERSIGNED corporation, organized and existing under the laws of
the State of Oklahoma as IT-McGill Pollution Control Systems, Inc. (formerly
known as "McGill Environmental Systems, Inc.") pursuant to the provisions of the
Business Corporation Act of the State of Oklahoma, does hereby execute and
submit the following Amendment to its Articles of Incorporation:

     1.  As amended, the name of the corporation is changed to "IT-Tulsa
Holdings, Inc."

     2.  The balance of the "Articles of Incorporation" remain unchanged and in
full force and effect.

     3.  This amendment to the Articles of Incorporation was proposed and
authorized by the unanimous action of the Board of Directors of this corporation
with the written consent of the sole shareholder of the corporation.

     IN WITNESS WHEREOF, the undersigned corporation has caused these Amended
and Restated Articles of Incorporation to be executed in its name by its
President and Secretary this 29th day of June, 1992.



                              IT-TULSA HOLDINGS, INC.
                              (formerly IT-McGill Pollution Control Systems,
                              Inc.)


                              /s/ E. Brian Smith
                              ----------------------------------------------
                              E. Brian Smith, President


                              /s/ Brad S. Figley
                              ----------------------------------------------
                              Brad S. Figley, Secretary


STATE OF CALIFORNIA          )

                             )  ss.

COUNTY OF LOS ANGELES        )

                     _________________________

Before me, the undersigned, a Notary Public, in and for said County and State,
on this 29th day of June, 1992, personally appeared E. Brian Smith and Brad S.
Figley, to me known to be the identical persons who subscribed the name of IT-
Tulsa Holdings, Inc. to the foregoing instrument as its President and Secretary,
respectively, and acknowledged to me that they executed the same as their free
and voluntary act and deed and as of the free and voluntary act and deed of such
corporation, for the uses and purposes therein set forth.


    /s/  Ingrid M. Nissen
- -------------------------------
Notary Public


                                 AMENDMENT TO
                         ARTICLES OF INCORPORATION OF
                      MCGILL ENVIRONMENTAL SYSTEMS, INC.

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

     THE UNDERSIGNED corporation, organized and existing under the laws of the
State of Oklahoma as McGill Environmental Systems, Inc. (formerly known as
McGill Americas, Inc.; the name of this corporation was originally McGill
Fabrication, Inc., which name was changed to McGill Environmental Systems, Inc.
pursuant to that certain Certificate of Merger of McGill Systems Management
Incorporated, McGill International, Inc., McGill Incorporated and McGill
Americas, Inc. effective April 1, 1987 and filed August 31, 1987 with the
Secretary of State of Oklahoma (the "Certificate")) pursuant to the provisions
of the Business Corporation Act of the State of Oklahoma, does hereby execute
and submit the following Amendment to its Articles of Incorporation:

     1.  As amended, the name of the corporation is changed to IT-McGill
Pollution Control Systems, Inc.

     2.  The balance of the "Articles of Incorporation" (i.e., the Amended and
Restated Articles of Incorporation of McGill Americas, Inc., dated May 31, 1984
and filed June 29, 1984 by the Oklahoma Secretary of State, as amended by the
Certificate) remain unchanged and in full force and effect.

     3.  This Amendment to the Articles of Incorporation was proposed and
authorized by the unanimous action of the Board of Directors of this corporation
with the written consent of the sole shareholder of the corporation.

         IN WITNESS WHEREOF, the undersigned corporation has caused these
Amendments to the Articles of Incorporation to be executed in its name by its
Board of Directors and attested to by its Secretary this 16th day of October,
1990.

                                   MCGILL ENVIRONMENTAL SYSTEMS, INC.
                                   (formerly McGill Americas, Inc.)

                                   /s/ E. Brad Smith
                                   ----------------------------------
                                   E. Brad Smith
                                   President

                                   /s/ Brad S. Pigley
                                   ----------------------------------
                                   Brad S. Pigley
                                   Secretary


===========================================================================

                             CERTIFICATE OF MERGER

                                      OF

                        McGILL SYSTEMS MANAGEMENT, INC.
                          McGILL INTERNATIONAL, INC.
                           McGILL INCORPORATED, and
                             McGILL AMERICAS, INC.

                                 To Be Renamed

                      McGILL ENVIRONMENTAL SYSTEMS, INC.

============================================================================

TO:  THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA
     101 State Capitol Building
     Oklahoma City, Oklahoma  73105


     A.   The corporations hereinafter named hereby filed this Certificate of
Merger pursuant to Section 1081 of the Oklahoma General Corporation Act.

     B.   In lieu of filing the Plan and Agreement of Merger, the surviving
corporation hereby states and certifies the following, to-wit:

          1.   The name and state of incorporation of each of the constituent
corporations are:

               McGill Systems Management, Inc., an Oklahoma corporation

               McGill International, Inc., an Oklahoma corporation

               McGill Incorporated, an Oklahoma corporation

               McGill Americas, Inc., an Oklahoma corporation

          2.   An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the provisions of Section 1081 of Title 18 of the Oklahoma
Statutes, known generally as the Oklahoma General Corporation Act.

          3.   The Name of the Surviving Corporation is:  McGILL AMERICAS, INC.

          4.   The Certificate of Incorporation of the surviving corporation,
     McGill Americas, Inc., is amended by the terms of the Agreement of Merger
     as follows:


               (a)  If there are no amendments, the certificate of incorporation
of the surviving or resulting corporation shall be the certificate of
incorporation of: NOT APPLICABLE

               (b)  As Amended:  The name of the corporation is:

                    McGILL ENVIRONMENTAL SYSTEMS, INC.

               (c)  As Amended: The address of the registered office in the
State of Oklahoma and the name of the registered agent at such address is: NO
CHANGE.

               (d)  As Amended:  Its period of duration is:  NO CHANGE.

               (e)  As Amended:  Its purpose or purposes are:  NO CHANGE.

               (f)  As Amended: The aggregate number of shares which the
     corporation shall have authority to issue, the designation of each class,
     the number of shares of each class, and the par value of the shares of each
     class are as follows:

                                                        PAR VALUE PER SHARE
               NUMBER OF SHARES       CLASS        Or, if no par value, so state
               ----------------       -----        -----------------------------

Common:             40,000           Common                   1.00

Preferred:             -0-

Total No. Shares:   40,000    TOTAL AUTHORIZED CAPITAL  $40,000.00

     5.   That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation, which is P.O. Box
9667, 5800 West 68th Street, Tulsa, Oklahoma 74157.

     6.   A copy of the Plan and Agreement of Merger will be furnished, upon
request and without cost, to any shareholder of any constituent corporation as
defined under the Oklahoma General Corporation Act.


     IN WITNESS WHEREOF, the surviving or resulting corporation has caused this
certificate to be executed by its President, attested by its Secretary,
effective the 1st day of April, 1987.

                                   McGILL ENVIRONMENTAL SYSTEMS, INC.,
                                   formerly McGill Americas, Inc., an
                                   Oklahoma corporation


                                   /s/ James C. McGill
                                   -------------------------------------
                                   James C. McGill, President

ATTEST:

     /s/ Eugene C. McGill
- --------------------------------
Eugene C. McGill, Secretary


===========================================================================

                             AMENDED AND RESTATED

                         ARTICLES OF INCORPORATION OF

                             McGILL AMERICAS, INC.
============================================================================

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

     THE UNDERSIGNED corporation, organized and existing under the laws of the
State of Oklahoma as McGill Fabrication, Inc., pursuant to the provisions of the
Business Corporation Act of the State of Oklahoma, does hereby execute and
submit the following Amended and Restated Articles of Incorporation:

     1.  As amended, the name of the corporation is changed to McGill Americas,
Inc. by consent.

     2.  As amended, the registered office of the corporation is changed to 5800
West 68th Street, Tulsa, Oklahoma  74157.  As amended, the name and address of
its registered agent is James C. McGill, 5800 West 68th Street, P.O. Box 9667,
Tulsa, Oklahoma  74157.

     3.  As amended, the duration of the corporation is perpetual.
     4.  As amended, the purposes for which the corporation was formed are
unchanged, the same being as follows:

         To engage in the manufacture and assembly of metal fabrication and to
manufacture, buy, sell, deal in and to engage in, conduct and carry on the
business of manufacturing, buying, selling and dealing in goods, wares and
merchandise of every other class and description.


          To carry on and conduct a general agency business; to act, and to
appoint others to act, as general agent, special agent, broker, factor,
manufacturer's agent, purchasing agent, sales agent, distributing agent,
representative and commission merchant, for individuals, firms, associations and
corporations in the distribution, delivery, purchase and sale of goods, wares,
merchandise, property, commodities and articles of commerce of every kind and
description, and in selling, promoting the sale of, advertising and introducing,
and contracting for the sale, introduction, advertisement and use of services of
all kinds, relating to any and all kinds of businesses, for any and all
purposes.

          To do all and every thing necessary, suitable and proper for the
accomplishment of any of the purposes, or the attainment of any of the objects,
or the furtherance of any of the powers hereinbefore set forth, either alone or
in association with other corporations, firms or individuals, and to do every
other act, thing, incidental or appurtenant to or growing out of or connected
with the aforesaid business or powers, or any part or parts thereof; provided,
the same be not inconsistent with the laws under which this corporation is
organized.

          To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledgor otherwise, without limit as to amount, and to secure the same
by mortgage, pledge or otherwise, and generally to make and perform agreements
and contracts of every kind and description.

          To the same extent as natural persons might or could do, to purchase
or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in, lands and
leaseholds, and any interest,


estate and rights in real property and any personal or mixed property, and any
franchises, rights, licenses or privileges necessary, convenient or appropriate
for any of the purposes herein expressed.

          To improve, manage, develop, sell, assign, transfer, lease, mortgage,
pledge or otherwise dispose of, or turn to account or deal with, all or any part
of the property of the company, and from time to time to vary any investment or
employment of capital of the company.

          To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise, to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stocks, bonds, or any other obligations or
securities of any corporation such manner as may be permitted by law; to aid in
any manner any corporation whose stock, bonds or other obligations are held or
in any manner guaranteed by the company, or in which the company is in any way
interested, to do any other acts or things for the preservation, protection,
improvement or enhancement of the value of any such stock, bonds or other
obligations, or to do any acts or things designed for any such purpose, and
while the owner of any such stocks, bonds or other obligations to exercise all
the rights and all voting powers thereon; to guarantee payment of dividends upon
any stock, or the principal or interest, or both, of any bonds or other
obligations, and the performance of any contracts.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage, or otherwise dispose of patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this corporation.


          The business or purpose of the corporation is from time to time to do
     any one or more of the acts and things hereinabove set forth, and it shall
     have power to conduct and carry on its business or any part thereof, and to
     have one or more offices, and to exercise all or any of its corporate
     powers and rights in the State of Oklahoma and in the various other States
     and territories of the United States, in the District of Columbia, and in
     all or any foreign countries.

     5.  As amended, the aggregate number of shares which the corporation shall
have authority to allot is unchanged, the same being 40,000 divided into one
class of common stock with $1.00 per share par value. The preferences,
qualifications, limitations, restrictions and the special or relative rights in
respect to the shares of each class of stock are also unchanged, the same being
as follows:

         The stockholders of common stock shall be entitled to one vote for each
     share of common stock held by them in all matters put before said
     stockholders for decision by the Articles of Incorporation, the By-Laws or
     Statutes of the State of Oklahoma. Said common stock shall participate in
     such dividends as the Directors shall declare from time to time.

         The stockholders of common stock voting in an election of directors
     shall have the right of cumulative voting, and each stockholder shall be
     entitled to as many votes as shall equal said number of voting shares
     multiplied by the number of directors to be elected as provided in Section
     1.2(22) of the Business Corporation Act of the State of Oklahoma.

     6.  The provisions of Articles VI, VII and VIII of the Articles of
Incorporation, relating to the amount of stated capital with which the
corporation shall begin business, the


number of shares allotted before it shall begin business and the number of
directors to be elected at the first meeting of the shareholders, respectively,
remain unchanged.

     7.  These Amendments to the Articles of Incorporation were proposed and
authorized by the unanimous action of the Board of Directors of this corporation
with the written consent of the sole shareholder of the corporation.


     IN WITNESS WHEREOF, the undersigned corporation has caused these Amended
and Restated Articles of Incorporation to be executed in its name by its Board
of Directors and attested to by its Secretary this 31st day of May, 1984.

                                       McGILL AMERICAS, INC.
                                       (formerly McGill Fabrication, Inc.)

                                       /s/ James C. McGill
                                       -----------------------------------
                                       James C. McGill, Director

                                       /s/ William N. Scott
                                       -----------------------------------
                                       William N. Scott, Director

                                       /s/ Lawrence L. Born
                                       -----------------------------------
                                       Lawrence L. Born, Director
ATTEST:

       /s/ Lawrence L. Born
- --------------------------------
Lawrence L. Born, Director


STATE OF OKLAHOMA     )
                      )  ss.
COUNTY OF CREEK       )

     Before me, the undersigned, a Notary Public, in and for said County and
State, on this 31st day of May, 1984, personally appeared James C. McGill,
William N. Scott and Lawrence L. Born, to me known to be the identical persons
who subscribed the name of McGill Americas, Inc. to the foregoing instrument as
its Board of Directors and acknowledged to me that they executed the same as
their free and voluntary act and deed and as the free and voluntary act and deed
of such corporation, for the uses and purposes therein set forth.

Given under my hand and seal the day and year last above written.


                                                    /s/ Nancy Boren
                                           ------------------------------
                                           Notary Public
My commission expires:
     1-28-88
- --------------------

EX-3.66

                                                                    EXHIBIT 3.66

                          REVISED AND RESTATED BYLAWS

                                       OF

                              McGILL INCORPORATED
                            ______________________

                                   ARTICLE I.


                                     Office
                                     ------
     The principal office of the corporation shall be at 5800 West 68th Street,
Tulsa, Oklahoma, or at such other place as may be selected by the Board of
Directors from time to time.  The corporation may have such other offices within
or without the State of Oklahoma as the Board of Directors may from time to time
appoint.

                                  ARTICLE II.


                           Stock and Transfer Thereof
                           --------------------------

     1.  Stock Certificates:  The form of certificate representing shares of
         ------------------
stock of the corporation shall be approved by the Board of Directors at its
first meeting, and a sample certificate shall be placed in the corporate Minute
Book for reference as to the certificate to be issued and the manner of
issuance, to be followed in all respects.

     2.  Consideration for Shares:  Shares shall be issued for such
         ------------------------
consideration expressed in dollars but lot less than the par value thereof, as
shall be fixed from time to time by the Board of Directors.

     Such consideration may be paid in whole or in part in money and other
property, tangible or intangible, or in labor or services actually performed for
the corporation; and the Board of Directors shall have full discretion and
authority to sell and issue the stock of the corporation upon such terms and
conditions as it deems necessary or desirable, including installment sales and
the granting of options or other rights to purchase.

     3.  Lost Certificate:  The Board of Directors may direct a new certificate
         ----------------
or certificates to be issued in place of any certificate or certificates
theretofore issued by the





corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost; and the Board of Directors when authorizing such issuance of a new
certificate or certificates may, in its discretion, and as a condition precedent
to the issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum as it
may direct, as indemnity against any claim that may be made against the
corporation. Except as hereinabove in this section provided, no new certificate
evidencing shares of stock shall be issued unless and until the old certificate
or certificates in lieu of which the new certificate is issued shall be
surrendered for cancellation.

     4.  Transfers of Stock:  Except as otherwise provided by law, the stock of
         ------------------
the corporation shall be transferable or assignable only on the books of the
corporation by the holder thereof in person or by duly authorized representative
upon surrender of the certificate or certificates for such shares duly endorsed
or transferred.

     The corporation shall be entitled to treat the holder of record of any
shares of stock as the holder in fact thereof and accordingly shall not be bound
to recognize any equitable claim or any other claim or interest is such share on
the part of any other person, whether or not it shall have express or other
notice thereof, except as say be required by the laws of the State of Oklahoma.

                                  ARTICLE III.


                       Shareholders and Meetings Thereof
                       ---------------------------------

     1.  Annual Meeting:  The annual meeting of the shareholders for the
         --------------
election of directors and the transaction of such other business as may properly
come before the meeting shall be held at the principal office of the corporation
or at such other location as may be specified by the Board of Directors in the
month of April each year.

     2.  Special Meetings:  Special meetings of the shareholders may be called
         ----------------
by the President, the Board of Directors or the holders of not less than one-
fifth (1/5) of all the shares entitled to vote at the meetings.

                                       2


     3.  Notice of Meetings:  Written or printed notice stating the place, date,
         ------------------
and hour of a meeting, and in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) days
nor more than fifty (50) days before the date of the meeting, either personally
or by mail, by or at the direction of the President, Secretary, or the officer
or persons calling the meeting to each shareholder of record entitled to vote at
such meeting, except that if the authorized capital stock is to be increased, at
least thirty (30) days' notice shall be given.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears in the stock transfer books of the
corporation, with postage thereon prepaid.  Any shareholder may waive notice of
any meeting.

     4.  Closing of Transfer Books and Fixing Record Date:  For the purpose of
         ------------------------------------------------
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof or entitled to receive payment of any
dividend or in order to make determination of shareholders for any other proper
purpose, the Board of Directors of the corporation may provide that the stock
transfer books be closed for a stated period not to exceed in any case forty
(40) days.  If the stock transfer books shall be closed for the purpose of
determining shareholders, such books shall be closed at least ten (10) days
immediately preceding a meeting.  In lieu of closing the stock transfer books
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than forty
(40) days and in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken.  If the stock transfer books are not closed and no
record date is fixed for determining shareholders entitled to notice of or to
vote at the meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders.  When a determination of shareholders entitled to vote at any
meeting of shareholders has been

                                       3


made as provided in this section, such determination shall apply to any
adjournment thereof except where the determination has been made through the
closing of the stock transfer books and the stated period of closing has
expired.

     5.  Quorum:  A quorum at any meeting of the shareholders shall consist of a
         ------
majority of the issued and outstanding voting shares which may be represented
either in person or by proxy.  If less than a majority of the outstanding voting
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at a meeting as originally notified.
The shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.  A majority of such quorum shall
decide any question that may come before the meeting unless otherwise specified
by law.

     6.  Proxies:  At all meetings of shareholders, a shareholder may vote by
         -------
proxy, executed in writing by the shareholder or by his duly authorized
attorney-in-fact.  Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid after
six (6) months from the date of its execution unless otherwise provided in the
proxy.

     7.  Voting of Shares:  Each outstanding share of common stock shall be
         ----------------
entitled to one vote and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to vote at a meeting of
shareholders.  At each election for directors every shareholder entitled to vote
at such election shall have the right to vote in person or by proxy the number
of shares owned by him for as many persons as there are directors to be elected
and for whose election he has a right to vote.  Cumulative voting shall not be
allowed.

     8.  Voting of Shares by Certain Holders:  Treasury shares shall not be
         -----------------------------------
voted at any meeting or counted in determining the total number of outstanding
shares at any given time.

                                       4


     Shares standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent, or proxy as the Bylaws of such corporation
may prescribe or, in the absence of such provision, as the Board of Directors of
such corporation may determine.

     Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy; and no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares standing in the name of or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to do be contained in the appropriate order of the court by which such
receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     9.   Chairman:  The President of the corporation shall be ex-officio
          --------
chairman at all meetings of shareholders.

     10.  Oral Vote:  Voting shall be oral but shall be by written ballot if
          ---------
such vote is demanded by any stockholder present in person or by proxy and
entitled to vote.

     11.  Action by Shareholders Without a Meeting:  Any action required to be
          ----------------------------------------
taken at a meeting of the shareholders or any action which may be taken at a
meeting of the shareholders may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.  Such
consent shall have the same force and effect as a unanimous vote of the
shareholders.

                                       5


                                  ARTICLE IV.

                         Directors, Powers and Meetings
                         ------------------------------

     1.  General Powers:  The business and affairs of the corporation shall be
         --------------
managed by a Board of Directors who shall exercise all the powers of the
corporation except as otherwise provided by the laws of the State of Oklahoma or
the Articles of Incorporation.

     2.  Number, Tenure and Qualifications:  The number of Directors of the
         ---------------------------------
corporation shall be no less than three (3) nor more than ten (10), as
determined by resolutions adopted by the shareholders from time to time.
Directors shall be elected at each annual meeting of the shareholders.  Each
director shall hold office for the term for which he is elected and until his
successor shall have been elected and qualified.  Directors need not be
residents of Oklahoma or shareholders of the corporation.  Directors shall be
removable in the manner provided by the Laws of the State of Oklahoma.

     3.  Resignations:  Any director may resign at any time by mailing,
         ------------
delivering or by transmitting written notice of his resignation to the Chairman
of the Board or the President, or to the Secretary of the corporation; and any
such resignation shall take effect immediately without acceptance.

     4.  Vacancies:  Any vacancy occurring in the Board of Directors may be
         ---------
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board of Directors.  A Director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.

     5.  Annual Meeting:  The meeting of the Board of Directors shall be held
         --------------
without notice in each year immediately following the annual meeting of
shareholders, at the same place.  No prior notice of such meeting, other than
the notice of the shareholders' meeting, shall be necessary.

     6.  Special Meeting:  Special meetings of the Board of Directors may be
         ---------------
called at any time and at any place within or without the State of Oklahoma by
the Chairman of the Board or by the President or by any of the Directors.
Notice of such meeting shall be mailed, telegraphed

                                       6


or electrically transmitted to the last known address of each director at least
five (5) days in the case of mail, or three (3) days in the ease of telegram or
electronic transmission, prior to the date fixed for the meeting. Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting for the purpose of objection to the transaction of any business because
the meeting was not lawfully called or convened. Neither the business to be
transacted nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.

     7.  Quorum:  A majority of the number of directors in office at any
         ------
particular time shall constitute a quorum for the transaction of business.  The
act of the majority of the directors present at a meeting in which a quorum is
present shall be the act of the Board of Directors.

     8.  Compensation:  Each director shall be entitled to receive such
         ------------
compensation as the Board of Directors may determine for his services as a
member of such Board and of the duly constituted committees thereof, regardless
of whether any such director is serving the corporation as an officer, employee,
agent or otherwise and receiving compensation therefor.

     9.  Presumption of Assent:  A director of the corporation who is present at
         ---------------------
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting, or unless he shall file his
written dissent to such action with the secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
secretary of the corporation within ten (10) days after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

     10. Executive Committee:  The Board of Directors, by resolution adopted by
         -------------------
a majority of the number of directors fixed by these Bylaws, may designate two
or more directors to constitute an executive committee.  Such committee, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the general management of the
corporation, but the designation of such committee and the delegation thereto

                                       7


of authority shall not operate to relieve the Board of Directors or any member
thereof of any responsibility imposed on it by these Bylaws or by law.

     11.  Action by Directors Without Meeting:  Any action required to be taken
          -----------------------------------
at a meeting of the directors of the corporation, or any action which may be
taken at such a meeting, may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof.  Such consent shall
have the same force and effect as a unanimous vote of the directors.

     12.  Bank Accounts:  Anything herein to the contrary notwithstanding the
          -------------
Board of Directors may, except as may otherwise be required by law, authorize
any officer or officers, agent or agents, in the name of and on behalf of the
corporation, to sign checks, drafts, or other orders for the payment of money or
notes, or other evidences of indebtedness, to endorse for deposit, deposit to
the credit of this corporation at any bank or trust company or banking
institution in which the company may maintain an account, and cash checks,
notes, drafts, or other bankable securities or instruments.  Such authority may
be general or confined to specific instances, as the Board may elect.

                                   ARTICLE V.

                              Officers and Agents
                              -------------------

     1.  Officers:  The officers of the corporation shall consist of a
         --------
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors.  The Board of Directors may
elect or appoint such other officers and assistant officers and agents as it may
deem necessary.  The Board of Directors shall fix the authority, duties, term of
office, and salaries of all of the officers of the corporation except as
otherwise specified in these Bylaws.  Any two or more offices may be held by the
same person, except the offices of President and Secretary.  The officers shall
be elected at the first meeting of the Board of Directors after each annual
meeting of shareholders and each officer shall hold office until his successor
shall be chosen and shall be qualified unless he shall sooner resign or be
removed.

                                       8


     2.  Removal of Officers:  Any officer or agent may be removed by the Board
         -------------------
of Directors or by the Executive Committee, if any, whenever in its judgment the
best interests of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights; if any, of the person so removed.
Election or appointment of an officer or agent shall not, of itself, create
contract rights.

     3.  Chairman of the Board: The Chairman of the Board, if such officer shall
         ---------------------
be chosen by the Board of Directors, shall preside at all meetings of the Board
of Directors at which he is present. He shall, subject to the direction of the
Board of Directors, have general oversight over the affairs of the corporation
and shall from time to time consult and advise the President in the direction
and management of the corporation's business and affairs and shall also do and
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

     4.  President:  The President shall be the Chief Executive Officer of the
         ---------
corporation unless the Board of Directors should authorize another officer of
the corporation to act in such capacity, he shall preside at any meeting of the
shareholders at which he is present and, in the absence of the Chairman of the
Board, shall preside at any meeting of the Board of Directors at which he is
present; and he shall be ex-officio a member of all standing committees.  He
shall have general and active management of the business of the corporation and
shall see that all orders and resolutions of the Board are carried into effect;
provided, however, such management function can be delegated in his discretion
to a Vice-President who shall be designated the Chief Operating Officer of the
corporation.

     5.  Vice Presidents:  The Vice Presidents shall, in the order of their
         ---------------
seniority, determined by their tenure as Vice-President and in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as may from time to time be
prescribed by the Board of Directors or the President.

     6.  Secretary:  The Secretary or an Assistant Secretary, if any, shall
         ---------
attend all sessions of the Board of Directors and all meetings of the
shareholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform like duties for

                                       9


the standing committees when required. He shall keep in safe custody the
corporate records and the seal of the corporation and when authorized by the
Board shall affix the seal to any instrument requiring it, and when so affixed
it shall be attested by his signature or by the signature of an Assistant
Secretary. He shall keep at the registered office or the principal place of
business of the corporation a record of the shareholders giving names and
addresses of all shareholders and the number of shares held by each. He shall
sign with the President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors. He shall, in general, perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.

     Assistant secretaries, if any, may be appointed by any officer or director
of the corporation for a specified limited purpose and shall have the same
duties ant powers as the Secretary to the extent necessary to perform the
responsibilities entrusted to him, subject to supervision by the Secretary.

     7.  Treasurer:  The treasurer shall have custody of the corporate funds and
         ---------
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
monies and other valuable effects in the name of and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered by the Board,
making proper vouchers for such disbursements, and shall render to the President
and the directors at the regular meetings of the Board, or whenever they may
require it, an account of all the transactions and of the financial condition of
the corporation. He shall, if required by the Board, give the corporation a bond
in such sums and with such sureties as shall be satisfactory to the Board,
conditioned upon the faithful performance of the duties and for the restoration
to the corporation of all books, papers, vouchers, money, and other property of
whatever kind in his possession or under his control belonging to the
corporation.

                                       10


     Assistant treasurers, if any, shall have the same powers and duties,
subject to the supervision of the Treasurer.

                                  ARTICLE VI.

                   Indemnification of Officers and Directors
                   -----------------------------------------

     Each director and officer of this corporation and each person who shall
serve at its request as a director or officer of another corporation in which
this corporation owns shares of capital stock or of which it is a creditor,
whether or not then in office, and his personal representatives, shall be
indemnified by the corporation against all costs and expenses actually and
necessarily incurred by him in connection with the defense of any action, suit,
or proceeding in which he may be involved or in which he may be made a party by
reason of his being or having been such director or officer, except in relation
to matters in which he shall be finally adjudged in such action, suit, or
proceeding to be liable for misconduct in the performance of a duty, or breach
of a fiduciary duty or relation owed by him, to the corporation.  Such costs and
expenses shall include amounts reasonably paid in settlement for the purposes of
curtailing the costs of litigation, but only if such settlement is approved by
the Board of Directors and the corporation is advised in writing by its counsel
that, in his opinion the person indemnified did not commit such misconduct or
breach of fiduciary duty or relation owed by him to the corporation.  The
foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled as a matter of law or by agreement.

                                  ARTICLE VII.

                                 Miscellaneous
                                 -------------
     1.  Fiscal Year.  The fiscal year of the corporation shall begin on the
         -----------
first day of January of each year.

     2.  Notices:  Whenever notice is required to be given by these Bylaws or
         -------
under the Oklahoma Business Corporation Act, it shall be deemed to be
sufficiently given if given by depositing the same in the United States Mail,
postage prepaid, addressed to the person entitled

                                       11


to it at his last known address shown by the books of the corporation. Notice
shall be deemed to have been given upon the date of such mailing.

     3.  Waiver of Notice:  Whenever notice is required to be given to any
         ----------------
shareholder or director of the corporation under any provisions of the Oklahoma
Business Corporation Act, the Articles of Incorporation or by these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.

     4.  Dividends:  Dividends shall be paid at such times and in such amounts
         ---------
as the Board of Directors shall determine.

     5.  Amendment of Bylaws:  The Bylaws may be amended from time to time in
         -------------------
whole or in part by the affirmative vote of a majority of the Board of Directors
at any regular meeting of the Board or at any special meeting called for that
purpose, or at any meeting of the shareholders by a majority vote of the shares
represented at such meeting.  The Board of Directors shall not make or alter any
Bylaw fixing their number, qualifications, classifications or term of office.

     ADOPTED this ________ day of ________________, 1981.

                              /s/ James C. McGill
                              _________________________________
                              James C. McGill, President

ATTEST:

__________________________
Secretary

                              BOARD OF DIRECTORS:

                              /s/ James C. McGill
                              _________________________________
                              James C. McGill

                              /s/ Sam Aubrey
                              _________________________________
                              H. Sam Aubrey

                              /s/ Eugene C. McGill
                              _________________________________
                              Eugene C. McGill

                                       12


                              /s/ James H. Buxton
                              _________________________________
                              James H. Buxton

                              /s/ Bob Cartwright
                              _________________________________
                              Bob Cartwright

                              /s/ Daniel E. Fairchild
                              _________________________________
                              Daniel E. Fairchild

                              /s/ Quanah Sumpter
                              _________________________________
                              Quanah Sumpter


                                       13


                                   EXHIBIT C


                              AMENDMENT TO BYLAWS
                              -------------------

                             ADOPTED April 1, 1989


          NOW THEREFORE, BE IT RESOLVED, that the first sentence of Article IV,
Section 2, of the Bylaws is hereby revised to read as follows:

          The number of Directors of the Corporation shall be no less than two
          (2) and no more than ten (10), as determined by resolutions adopted by
          the shareholders from time to time.

          BE IT FURTHER RESOLVED, that the number of Directors of this
Corporation is hereby determined to be two (2), until changed in accordance with
applicable law and the Bylaws of the Corporation.

                                       14

EX-3.67

                                                                    EXHIBIT 3.67

                           ARTICLES OF INCORPORATION
                                      OF
                                 SIELKEN, INC.


     The undersigned natural person of the age of eighteen years or more acting
as incorporator of a corporation under the Texas Business Corporation Act,
hereby adopts the following Articles of Incorporation for the corporation:

                                  ARTICLE ONE

     The name of the corporation is SIELKEN, INC.

                                  ARTICLE TWO

     The period of its duration is perpetual.

                                 ARTICLE THREE

     The primary purpose for which this corporation is organized is the
application and development of statistical methodology and the transaction of
any or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

                                 ARTICLE FOUR

     The aggregate number of shares that the corporation shall have authority to
issue is One Hundred Thousand (100,000) shares of common stock with no par
value.
                                 ARTICLE FIVE

     The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand and No/100
($1,000.00) Dollars, consisting of money, labor done, or property actually
received.


                                  ARTICLE SIX

     The street address of its initial registered office is 1811 Hondo Drive,
College Station, Texas 77840, and the name of its initial registered agent at
that address is Robert Lewis Sielken, Jr.

                                 ARTICLE SEVEN

     The number of Directors constituting the initial Board of Directors is one
and the name and address of the person who is to serve as Director until the
first annual meeting of the shareholders or until his successor is elected and
qualified is:

Robert Lewis Sielken, Jr., 1811 Hondo Drive, College Station, Texas 77840.

                                 ARTICLE EIGHT

     The name and address of the incorporator is: Robert Lewis Sielken, Jr.,
1811 Hondo Drive, College Station, Texas 77840.


     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 1st day of February, 1985.

                                      /s/ Robert Lewis Sielken, Jr.
                                   -------------------------------------
                                   ROBERT LEWIS SIELKEN, JR.


VERIFICATION
- ------------

THE STATE OF TEXAS  (S)

COUNTY OF BRAZOS  (S)

     Before me, a notary public, on this day personally appeared ROBERT LEWIS
SIELKEN, JR., known to me to be the person whose name is subscribed to the
foregoing document and, being by me first duly sworn, declared that the
statements contained therein are true and correct.

     Given under my hand and seal this 1st day of February, 1985.

                               /s/ Darby Jetton
                               ---------------------------------
                               Notary Public in and for the State of Texas
                               My Commission Expires:  8-24-86

                               Darby Jetton
                               --------------------------------
                               Type or Printed Name of Notary

(Seal)

EX-3.68

                                                                    EXHIBIT 3.68


                                 SIELKEN, INC.
                                 -------------

                                    BY-LAWS
                                    -------

                                   ARTICLE 1

                                    OFFICES

     1.1  The principal office of the corporation shall be located in Bryan,
Brazos County, Texas.

     1.2  The corporation may also have offices at such other places both within
and without the State of Texas as the board of directors may from time to time
determine or the business of the corporation may require.

                                  ARTICLE II


                           MEETINGS OF SHAREHOLDERS

     2.1  Meetings of shareholders for any purpose may be held at such time and
place within or without the State of Texas as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.

     2.2  The annual meeting of shareholders shall be held annually at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of meeting.

     2.3  Special meetings of the shareholders for any purpose or purposes may
be called by the president and shall be called by the president or secretary at
the request in writing of a majority of the board of directors, or at the
request in writing of shareholders owning one-tenth of all the shares entitled
to vote at the meetings.  A request for a special meeting shall state the
purpose or purposes of the proposed meeting, and business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.


     2.4  Written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.

     2.5  The holders of a majority of the shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation.  If, however, a quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting, provided a
quorum shall be present or represented thereat, any business may be transacted
which might have been transacted if the meeting had been held in accordance with
the original notice thereof.

     2.6  If a quorum is present at any meeting, the vote of the holders of a
majority of the shares entitled to vote, present in person or represented by
proxy, shall decide any questions brought before such meeting, unless the
question is one upon which a different vote is required by law or by the
articles of incorporation.

     2.7  Each outstanding share having voting power shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.  A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.

                                       2


     2.8  Any action required or which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the shareholders entitled to
vote with respect to the subject matter thereof.

                                  ARTICLE III

                                   DIRECTORS

     3.1  The number of directors which shall constitute the whole board of
directors shall be not less than one. Such number of directors shall from time
to time be fixed and determined by the directors and shall be set forth in the
notice of any meeting of stockholders held for the purpose of electing
directors. The directors shall be elected at the annual meeting of stockholders,
except as provided in Section 3.2, and each director elected shall hold office
until his successor shall be elected and qualify. Directors need not be
residents of Texas or stockholders of the corporation.

     3.2  Any vacancy occurring in the board of directors may be filled by a
majority of the remaining directors though less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.

     3.3  The number of directors may be increased or decreased from time to
time as provided in these by-laws but no decrease shall have the effect of
shortening the term of any incumbent director. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual or special meeting of shareholders.

     3.4  Any director may be removed either for or without cause at any special
meeting of shareholders duly called and held for such purpose.

                      MEETINGS OF THE BOARD OF DIRECTORS

                                       3


     3.5  Meetings of the board of directors, regular or special, may be held
either within or without the State of Texas.

     3.6  The first meeting of each newly elected board of directors shall be
held at such time and place as shall be fixed by the vote of the shareholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.  In the event that the shareholders fail to fix the time and
place of such first meeting, it shall be held without notice immediately
following the annual meeting of shareholders, and at the same place, unless by
the unanimous consent of the directors then elected and serving such time or
place shall be changed.

     3.7  Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board.

     3.8  Special meetings of the board of directors may be called by the
chairman of the board of directors or the president and shall be called by the
secretary on the written request of two directors.  Notice of each special
meeting of the board of directors shall be given to each director at least ten
days before the date of the meeting.

     3.9.  Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except where a director attends for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened. Except as may be otherwise provided by law
or by the articles of incorporation or by the by-laws, neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

                                       4


     3.10  At all meetings of the board of directors a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, unless otherwise specifically
provided by law, the articles of incorporation or the by-laws.  If a quorum
shall not be present at any meeting of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     3.11  The board of directors, by resolution passed by a majority of the
full board, may from time to time designate a member or members of the board to
constitute committees, including an executive committee, which shall in each
case consist of one or more directors and shall have and may exercise such
powers, as the board may determine and specify in the respective resolutions
appointing them. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings, unless the
board of directors shall otherwise provide. The board of directors shall have
power at any time to change the number, subject as aforesaid, and members of any
such committee, to fill vacancies and to discharge any such committee.

     3.12  Any action required or permitted to be taken at a meeting of the
board of directors or any committee may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all the members of
the board of directors or committee, as the case may be.

     3.13  By resolution of the board of directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such

                                       5


payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

                                  ARTICLE IV

                                    NOTICES

     4.1  Any notice to directors or shareholders shall be in writing and shall
be delivered personally or mailed to the directors or shareholders at their
respective addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be deposited in the
United States mail, postage prepaid. Notice to directors may also be given by
telegram.

     4.2  Whenever any notice is required to be given under the provisions of
the statutes or of the articles of incorporation or of these by-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                                   ARTICLE V

                                   OFFICERS

     5.1  The officers of the corporation shall be elected by the board of
directors and shall consist of a president, a vice president, a secretary and a
treasurer or a secretary/treasurer.  The board of directors may also elect a
chairman of the board, an assistant president, additional vice presidents, and
one or more assistant secretaries and assistant treasurers.  Two or more offices
may be held by the same person, except that the offices of president and
secretary may not be held by the same person.

     5.2  The board of directors shall elect a president, one or more vice
presidents, a secretary and a treasurer or secretary/treasurer, none of whom
need be a member of the board.

                                       6


The board of directors shall have the power to enter into contracts for the
employment and compensation of officers for such terms as the board deems
advisable.

     5.3  The board of directors may appoint such other officers and assistant
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall have such authority and exercise such powers and perform
such duties as shall be determined from time to time by the board by resolution
not inconsistent with these by-laws.

     5.4  The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.

     5.5  The officers of the corporation shall hold office until their
successors are elected or appointed and qualify, or until their death or until
their resignation or removal from office. Any officer elected or appointed by
the board of directors may be removed at any time by the board, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of any officer or agent shall not of itself
create contract rights. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors.

                           THE CHAIRMAN OF THE BOARD

     5.6  The chairman of the board, if one be elected, shall preside at all
meetings of the board of directors and shall have such other powers and duties
as may from time to time be prescribed by the board of directors, upon written
directions given to him pursuant to resolutions duly adopted by the board of
directors.

                                 THE PRESIDENT

     5.7  The president shall be the chief executive officer of the corporation,
shall have general and active management of the business of the corporation and
shall see that all orders and

                                       7


resolutions of the board of directors are carried into effect. He shall preside
at all meetings of the shareholders.

                              THE VICE PRESIDENT

     5.8   The vice presidents in the order of their seniority, unless otherwise
determined by the board of directors, shall, in the absence or disability of the
president, perform the duties and have the authority and exercise the powers of
the president.  They shall perform such other duties and have such other
authority and powers as the board of directors may from time to time prescribe
or as the president may from time to time delegate.

                    THE SECRETARY AND ASSISTANT SECRETARIES

     5.9   The secretary shall attend all meetings of the board of directors and
all meetings of shareholders and record all of the proceedings of the meetings
of the board of directors and of the shareholders in a minute book to be kept
for that purpose and shall perform like duties for the standing committees when
required.  He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president,
under whose supervision he shall be.  He shall keep in safe custody the seal of
the corporation and, when authorized by the board of directors, shall affix the
same to any instrument requiring it and, when so affixed, it shall be attested
by his signature or by the signature of an assistant secretary or of the
treasurer.

     5.10  The assistant secretaries in the order of their seniority, unless
otherwise determined by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary.  They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe or as the president may
from time to time delegate.

                                       8


                    THE TREASURER AND ASSISTANT TREASURERS

     5.11  The treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts and records of receipts,
disbursements and other transactions in books belonging to the corporation, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the board
of directors.

     5.12  The treasurer shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render the president and the board of directors, at its
regular meetings, or when the president or board of directors so requires, an
account of all his transactions as treasurer and of the financial condition of
the corporation.

     5.13  If required by the board of directors, the treasurer shall give the
corporation a bond of such type, character and amount as the board of directors
may require.

     5.14  The assistant treasurers in the order of their seniority, unless
otherwise determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer.  They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe or the president may from
time to time delegate.

                                  ARTICLE VI

                       CERTIFICATES REPRESENTING SHARES

     6.1  The shares of the corporation shall be represented by certificates
signed by the president or a vice president and the secretary or an assistant
secretary of the corporation, and may be sealed with the seal of the corporation
or a facsimile thereof.

                                       9


     6.2  The signatures of the president or vice president and the secretary or
assistant secretary upon a certificate may be facsimiles if the certificate is
counter-signed by a transfer agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation.  In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer at
the date of its issue.

                               LOST CERTIFICATES

     6.3  The board of directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the corporation alleged to have
been lost or destroyed.  When authorizing such issue of a new certificate, the
board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient
and may require such indemnities as it deems adequate to protect the corporation
from any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.

     6.4  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                           CLOSING OF TRANSFER BOOKS

     6.5  For the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders, or any adjournment thereof, or entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period

                                       10


but not to exceed, in any case, fifty days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the board of directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall be applied to any adjournment thereof
except where the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.

                            REGISTERED SHAREHOLDERS

     6.6  The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Texas.

                                       11


                             LIST OF SHAREHOLDERS

     6.7  The officer or agent having charge of the transfer books for shares
shall make, at least ten days before each meeting of shareholders, a complete
list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours.  Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting.  The original share ledger or transfer book, or a duplicate
thereof, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote at any meeting
of the shareholders.

                                  ARTICLE VII

                              GENERAL PROVISIONS

                                   DIVIDENDS

     7.1  Subject to the provisions of the articles of incorporation relating
thereto, if any, dividends may be declared by the board of directors, in its
discretion, at any regular or special meeting, pursuant to law.  Dividends may
be paid in cash, in property or in the corporation's own shares, subject to any
provisions of the articles of incorporation.

     7.2  Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund for meeting contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other

                                       12


purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                    CHECKS

     7.3  All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.

                                  FISCAL YEAR

     7.4  The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                                     SEAL

     7.5  The corporate seal shall be in such form as may be prescribed by the
board of directors.  The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced.

                               BOOKS AND RECORDS

     7.6  The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders and board
of directors, and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of the shares held by each.

                                 ARTICLE VIII

                                  AMENDMENTS

     8.1  The by-laws may be altered, amended, or repealed or new by-laws may be
adopted by a majority of the whole board of directors at any regular or special
meeting.

                                       13


                                  ARTICLE IX

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     9.1  The corporation shall indemnify any director or officer or former
director or officer of the corporation, or any person who may have served at its
request as a director or officer or former director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by him in
connection with the defense of any action, suit, or proceeding, whether civil or
criminal, in which he is made a party by reason of being or having been such
director or officer, except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in performance of duty. The corporation shall also reimburse any such
director or officer or former director or officer or any such person serving or
formerly serving in the capacities set forth in the first sentence above at the
request of the corporation for the reasonable cost of settlement of any such
action, suit or proceeding, if it shall be found by a majority of the directors
not involved in the matter in controversy, whether or not a quorum, that it was
in the best interest of the corporation that such settlement be made, and that
such director or officer or former director or officer or such person was not
guilty of negligence or misconduct in performance of duty. Such indemnification
shall not be deemed exclusive of any other rights to which such director or
officer or former director or officer or such person may be entitled, under any
by-law, agreement, insurance policy or vote of shareholders, or otherwise.

                                       14

EX-3.69

                                                                    EXHIBIT 3.69


                           ARTICLES OF INCORPORATION

                                      OF

                         BENECO ELECTRIC, INCORPORATED

                          * * * * * * * * * * * * * *

KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, natural persons of the age of twenty-one or more,
for the purpose of organizing a corporation pursuant to the Utah Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such corporation:

                                  ARTICLE I

                              Name of Corporation
                              -------------------

     The name of the corporation is BENECO ELECTRIC, INCORPORATED.

                                  ARTICLE II

                                   Existence
                                   ---------

     The existence of the corporation shall be perpetual unless dissolved
according to law.

                                  ARTICLE III

                                    Purpose
                                    -------

     The general nature of the business to be transacted by the corporation and
the purposes for which the corporation is organized are as follows:

     (a) To engage in the business of electrical and/or general contracting.

     (b) To acquire by purchase, lease or otherwise, to hold, own, deal in or
with, and otherwise manage and operate, sell, transfer, rent, lease, mortgage,
pledge, and otherwise dispose of, or encumber any and all classes of property
whatsoever, whether real or personal, or any interest therein, as principal,
agent, broker or dealer.


     (c) To establish, organize, coordinate, direct, manage or otherwise control
corporations, partnerships, and all other lawful businesses or business entities
permitted under the laws of the State of Utah.  The corporation may provide
counseling services for such business or individuals, but it will not act as an
investment advisor.

     (d) To acquire by purchase, assignment, grant, license or otherwise, to
apply for, secure, lease or in any manner obtain to develop, hold, own, use,
exploit, operate, enjoy and introduce, right of all kinds in respect of, or
otherwise dispose of to secure to it the payment of agreed royalties or other
consideration, and generally to deal in and with and turn to account for any or
all purposes, either for itself or as nominee or agent for others:

         (1) Any and all inventions, devices, processes, discoveries and
     formulas, and improvements and modifications thereof and rights and
     interest therein.

         (2) Any and all letters patent or applications for letters patent of
     the United States of America or any other country, state, or locality or
     authority and any and all rights, interests and privileges connected
     therewith or incidental or appertaining thereto.

         (3) Any and all copyrights granted by the United States or any other
     country, state, locality or authority, and any and all rights, interests,
     and privileges connected therewith or appertaining thereto; and

         (4) Any and all trademarks, trade names, trade symbols, labels,
     designs and other indicates of origin and ownership granted by or
     recognized under the laws of the United States of America or any other
     country, state, locality or authority, connected therewith or incidental or
     appertaining thereto.


     (e) To acquire by purchase, subscription, or otherwise, and to receive,
hold, own, guarantee, sell, assign, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, script,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities,


obligations, chosen in action and evidence of indebtedness or interest issued or
created by any corporation, joint stock companies, syndicated, associations,
firms, trusts or persons, public or private, or by the government, or by any
state, territory, province, municipality or other political subdivision or by
any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all things and acts necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

     (f) To acquire, and pay for in case, stock or bonds of this corporation or
otherwise, and the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm association or corporation.

     (g) To borrow or raise moneys for any of the purposes of the corporation
and, from time to tine without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and any
of the interest thereon by mortgage upon or pledge, conveyance of assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.

     (h) To loan to any person, firm or corporation, any of its surplus funds,
either with or without security.

     (i) To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and


provided further that shares of its own capital stock belonging to it shall not
be voted upon directly or indirectly.

     (j) To have one or more office, to carry on all of or any of its operations
and business and without restriction or limit as to amount, to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of,
real and personal property of every class and description in any of the states,
districts, or territories of the United States, in any and all foreign
countries, subject to the laws of such states, districts, territories, or
countries.

     (k) To enter into joint ventures and partnerships with individuals,
associations and/or other corporations.

     (l) In general to do any and all things that are incidental and conducive
to the attainment of any above object and purpose, to the same extent as natural
persons might or could do, which now or hereafter may be authorized by the laws
of the United States and the State of Utah, as the Board of Directors may deem
to the advantage of the corporation.

                                  ARTICLE IV

                                 Capital Stock
                                 -------------

     The aggregate number of shares which this corporation shall have authority
to issue is (5,000,000) shares of common voting stock, par value One Cent ($.01)
per share.  All stock of the corporation shall be of the same class and have the
same rights and preferences.  There shall be no pre-emptive rights.

                                   ARTICLE V

                            Minimum Paid in Capital
                            -----------------------

     The corporation shall not commence business until consideration of the
value of at least One Thousand Dollars ($1,000.00) has been received by it for
the issuance of such shares.


                                  ARTICLE VI

                          Registered Office and Agent
                          ---------------------------

     The address of this corporation's initial registered office and the name of
its original registered agent at such address is:

               Benny Smith
               3881 South 6000 West
               Hunter, Utah 84120

                                  ARTICLE VII

                          Initial Board of Directors
                          --------------------------

     The number of directors constituting the initial board of directors of the
corporation is three (3) and the names and addresses of persons who are to serve
as directors until the first annual meeting of shareholders or until their
successors are elected and qualified are:

          NAME                     ADDRESS
          ----                     -------

          Benny Smith              3881 South 6000 West
                                   Hunter, Utah 84120

          Jo Ann Smith             3881 South 6000 West
                                   Hunter, Utah 84120

          Henry K. Bertoch         5872 West 3500 South
                                   Hunter, Utah 84120

                                 ARTICLE VIII

                                   Officers
                                   --------

     Officers of this corporation shall include a President, one or more Vice
Presidents, a Secretary and a Treasurer.  The President, Vice President or Vice
Presidents, the Secretary and the Treasurer shall be elected by the Board of
Directors and may, but need not be, elected from the members of the Board.


                                  ARTICLE IX

                          Non-Assessability of Stock
                          --------------------------

     Shares of stock of this corporation shall be issued fully paid and shall be
non-assessable for any purpose.  The private property of the stockholders shall
not be liable for the debts, obligations or liabilities of this corporation.

                                   ARTICLE X

                                Indemnification
                                ---------------

     Any person made a part or involved in any civil, criminal or administrative
action, suit or proceeding by reason of the fact that he or his testator or
intestate is or was a director, officer, or employee of the corporation, or of
any corporation which he, the testator, or intestate serves as such at the
request of the corporation shall be indemnified by the corporation against
expenses reasonably incurred by him or imposed on him in connection with or
resulting from the defense of such action, suit, or proceeding and in connection
with or resulting from any appeal therein, except with respect to matters as to
which it is adjudged in such action, suit, or proceeding that such officer,
director, or employee was liable to the corporation, or to such other
corporation, for negligence or misconduct in the performance of his duty.  As
used herein the term "expense" shall include all obligations incurred by such
person for the payment of money, including without limitation attorney's fees,
judgments, awards, fines, penalties, and amounts paid in satisfaction of
judgment or in settlement of any such action, suit, or proceeding, except
amounts paid to the corporation or such other corporation by him.  A judgment or
conviction whether based on a plea of guilty or nolocontendre or its equivalent
or after trial shall not of itself be deemed an adjudication that such director,
officer, or employee is liable to the corporation, or such other corporation,
for negligence or misconduct in the performance of his duties.


Determination of the rights of such indemnification and the amount thereof may
be made at the option of the person to be indemnified pursuant to procedure set
forth from time to time in the By-Laws or by any of the following procedures:

     (a) Order of the Court or administrative body or agency having jurisdiction
of the action, suit, or proceeding;

     (b) Resolution adopted by a majority of the quorum of the Board of
Directors of the corporation without counting in such majority or quorum any
directors who have incurred expenses in connection with such action, suit or
proceeding;

     (c) If there is no quorum of directors who have not incurred expenses in
connection with such action, suit, or proceeding, then by resolution adopted by
a majority of the committee of stockholders and directors by the Board of
Directors;

     (d) Resolution adopted by a majority of the quorum of the Directors
entitled to vote at any meeting; or

     (e) Order of any Court having jurisdiction over the corporation.  Any such
determination that a payment by way of indemnity should be made will be binding
upon the corporation, such right of indemnification shall not be exclusive of
any other right which such directors, officers, and employees of the corporation
and the other persons above-mentioned may have or hereafter acquire and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any By-Laws, Agreements, vote of
stockholders, provision of law, or otherwise as well as their rights under this
Article.  The provisions of this Article shall apply to any member of any
committee appointed by the Board of Directors as fully as though such persons
had been a director, officer or employee of the corporation.


                                  ARTICLE XI

                                 Incorporators
                                 -------------

     The name and address of each incorporator is:


          NAME                     ADDRESS
          ----                     -------

          Benny Smith              3881 South 6000 West
                                   Hunter, Utah 84120

          Jo Ann Smith             3881 South 6000 West
                                   Hunter, Utah 84120

          Henry K. Bertoch         5872 West 3500 South
                                   Hunter, Utah 84120

     IN WITNESS WHEREOF, we the undersigned original incorporators hereinabove
named, have hereunto set our hands this 26th day of January, 1979.


                              /s/ Benny Smith
                             ----------------------------------------------

                             /s/ Jo Ann Smith
                             ----------------------------------------------

                             /s/ Henry K. Bertoch
                             ----------------------------------------------


STATE OF UTAH          )
                       : ss.
COUNTY OF SALT LAKE    )


     On the 26th day of January, 1979, personally appeared before me BENNY
SMITH, JO ANN SMITH, and HENRY K. BERTOCH who being by me first duly sworn,
severally declared that they are the persons who signed the foregoing instrument
and that the statements therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1979.

                              /s/ Julie L. Henckle
                              --------------------------------------
                              NOTARY PUBLIC
                              Residing in:  Salt Lake City


My Commission Expires:

     8-8-81
- ---------------------------


            ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

                        OF BENECO ELECTRIC INCORPORATED

     Pursuant to the provisions of Utah Code Annotated (S) 16-10-54 and 55 of
the Utah Business Corporation Act, the undersigned corporation hereby adopts the
following Articles of Amendments to its Articles of Incorporation.

     1.  The name of the corporation is Beneco Electric, Inc.

     2.  The following amendment to the Articles of Incorporation was adopted by
the shareholders of the corporation on May 4, 1981, in the manner prescribed by
the Business Corporation Act:
         "The name of the corporation shall be Beneco Enterprises, Inc."

     3.  There are one thousand shares outstanding and entitled to vote, all of
which are owned by a single shareholder, Mr. Bennie Smith.

     4.  The sole owner of all of the outstanding shares of the stock of the
corporation voted for the adoption of the Articles of Amendment to change the
name of the corporation as described above.  There is no class designation,
therefore, there is no reason for analysis of classes which were entitled to
vote or which voted for or against the amendment.  No reclassification, change,
or cancellation of issued shares was affected by the amendment.  There was no
change of or effect upon the stated capital of the corporation.

     DATED this 5th day of May, 1981


                              Beneco Electric, Inc.
                              Beneco Enterprises, Inc.


                              By  /s/ Bennie Smith
                                ----------------------------------------
                                Bennie Smith
                                Its: President


Attest:


/s/ JoAnn J. Smith
- --------------------------
JoAnn J. Smith
Secretary

STATE OF UTAH        )
                     :
COUNTY OF SALT LAKE  )

     Subscribed and sworn to before me this  5th day of May, 1981.


                              /s/  Tari Keiddes
                              ---------------------------------------
                              Notary Public

                              Residing at:     Salt Lake
                                          ---------------------------


My Commission Expires:

      12-7-83
- ----------------------------

EX-3.70

                                                                    EXHIBIT 3.70
                                                                    ------------


                                    BY-LAWS

                                      OF

                       BENECO ENTERPRISES, INCORPORATED

                                   ARTICLE I

                                    Offices
                                    -------

     Section 1.  The principal office of the corporation shall be located in
     ---------
Salt Lake City, Utah. The corporation may have such other offices, either within
or without the State of Utah as the Board of Directors may designate or as the
business of the corporation may require from time to time.

     The registered office of the corporation required by the laws of the State
of Utah, to be maintained in the State of Utah may be, but need not be
identical, with the principal office of the corporation in the State of Utah and
the address of the registered office may be changed from time to time by the
Board of Directors.

                                  ARTICLE II

                            Meeting of Stockholders
                            -----------------------

     Section 1.  ANNUAL MEETING. The annual meeting of stockholders shall be
held at the principal office of the corporation, at Salt Lake City, Utah, on the
third Wednesday in September of each year, commencing in 1979, or at such other
times or places as the Board of Directors may from time to time determine.

     If the day so designated falls upon a legal holiday, then the meeting shall
be held upon the first business day thereafter. The Secretary shall serve
personally, or by mail a written notice


thereof, not less than ten nor more than fifty days previous to such meeting
addressed to each stockholder at his address as it appears on the stock book;
but at any meeting at which all stockholders shall be present, or of which all
stockholders not present have waived notice in writing, the giving of notice as
above required may be dispensed with.

     Section 2.  SPECIAL MEETINGS. Special meetings of stockholders other than
those regulated by statute, may be called at any time by a majority of the
Directors. Notice of such meeting stating the purpose of which it is called
shall be served personally or by mail, not less than ten days before the date
set for such meeting. If mailed, it shall be directed to a stockholder at his
address as it appears on the stock book; but at any meeting at which all
stockholders shall be present, or of which stockholders not present have waived
notice in writing, the giving of notice as above described may be dispensed
with. The Board of Directors shall also, in like manner, call a special meeting
of stockholders whenever so requested in writing by stockholders representing
not less than ten percent (10%) of the capital stock of the company entitled to
vote at the meeting. The President may in his discretion call a special meeting
of stockholders upon ten days notice. No business other than that specified in
the call for the meeting, shall be transacted at any meeting of the
stockholders, except upon the unanimous consent of all the stockholders entitled
to notice thereof.

     Section 3.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be

                                       2


closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action, requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed, and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

     Section 4.  VOTING. At all meetings of the shareholders of record having
the right to vote, subject to the provisions of Section 3 each stockholder of
the corporation is untitled to one vote for each share of stock having voting
power standing in the name of such stockholder on the books of the company.
Votes may be cast in person or by written authorized proxy.

     Section 5.  PROXY. Each proxy must be executed in writing by the
stockholder of the corporation or his duly authorized attorney. No proxy shall
be valid after the expiration of eleven months from the date of its execution
unless it shall have specified therein its duration.

     Every proxy shall be revocable at the discretion of the person executing it
or of his personal representatives or assigns.

                                       3


     Section 6.  VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-Laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him either in person or by proxy without a transfer of such shares into
his name. Shares standing in the name of a trustee may be voted by him either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

     Section 7.  ELECTION OF DIRECTORS. At each election for directors every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right to vote.
There shall be no cumulative voting.

                                       4


     Section 8.  QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of the stockholders.

     If a quorum shall not be present or represented, the stockholders entitled
to a vote thereat, present in person or represented by proxy, shall have power
to adjourn from time to time the meeting until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business or any specified item of business may be transacted
which might have been transacted at the meeting as originally notified.

     The number of votes or consents of the holders of any class of stock having
voting power which shall be necessary for the transaction of any business or any
specified item of business at any meeting of stockholders, including amendments
to the Articles of Incorporation, or the giving of any consent, shall be a
majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy.

     Section 9.  INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                                  ARTICLE III

                                   Directors
                                   ---------

     Section 1.  NUMBER. The affairs and business of this corporation shall be
managed by a Board of Directors. The first Board of Directors shall consist of
three members. Thereafter

                                       5


the number of directors may be increased to not more than seven by resolution of
the Board of Directors. Directors need not be stockholders and need not be
residents of the State of Utah.

     Section 2.  ELECTION. The directors shall be elected at each annual meeting
of the stockholders, but if any such annual meeting is not held, or the
directors are not elected thereat, the directors may be elected at any special
meeting of the stockholders held for that purpose.

     Section 3.  TERM OF OFFICE. The term of office of each of the Directors
shall be one year, and thereafter until his successor has been elected.

     Section 4.  DUTIES.  The Board of Directors shall have the control and
general management of the affairs and business of the corporation. Such
Directors shall in all cases act as a Board, except as herein provided in
Section 11, regularly convened, by a majority, and they may adopt such rules and
regulations for the conduct of their meetings and the management of the company,
as they may deem proper, not inconsistent with these By-Laws and the laws of the
State of Utah.

     Section 5.  DIRECTORS' MEETINGS. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the stockholders, and
at such other time and place as the Board of Directors may determine. Special
meetings of the Board of Directors may be called by the President at any time,
and shall be called by the President or the Secretary upon the written request
of two directors.

     Section 6.  NOTICE OF MEETINGS. Notice of meetings, other than the regular
annual meeting shall be given by service upon each Director in person, or by
mailing to him at his last known address, at least three days before the date
therein designated for such meeting, including the day of mailing, of a written
or printed notice thereof specifying the time and place of such meeting, and the
business to be brought before the meeting and no business other than

                                       6


that specified in such notice shall be transacted at any special meeting. At any
meeting at which every member of the Board of Directors shall be present,
although held without notice, any business may be transacted which might have
been transacted if the meeting had been duly called.

     Any Director may waive notice of any meeting under the provisions of
Article XI. The attendance of a Director at a meeting shall constitute a waiver
of notice of such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully convened or called.

     Section 7.  VOTING. At all meetings of the Board of Directors, each
Director is to have one vote, irrespective of the number of shares of stock that
he may hold. The act of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

     Section 8.  VACANCIES. Vacancies in the Board occurring between annual
meetings shall be filled for the unexpired portion of the term by a majority of
the remaining Directors.

     Section 9.  REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed whether with or without cause, at any time by a vote of the stockholders
holding a majority of the stock, at any special meeting called for that purpose.

     Section 10. QUORUM. The number of Directors who shall be present at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of any business or any specified item of business shall be a
majority.

                                       7


     The number of votes of Directors that shall be necessary for the
transaction of any business or any specified item of business at any meeting of
the Board of Directors shall be a majority.

     If a quorum shall not be present at any meeting of the Board of Directors,
those present may adjourn the meeting from time to time, until a quorum shall be
present.

     Section 11. EXECUTIVE COMMITTEE. By resolution of the Board of Directors,
the Directors may designate an executive committee of not less than three
directors, to manage and direct the daily affairs of the corporation. Said
Executive Committee shall have and may exercise all of the authority that is
vested in the Board of Directors as if the Board of Directors were regularly
convened, except that the Executive Committee shall not have authority to amend
these By-Laws.

     At all meetings of the Executive Committee, each member of said committee
shall have one vote and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the Executive
Committee.

     The number of Executive Committee members who shall be present at any
meeting of the Executive Committee in order to constitute a quorum for the
transaction of any business or any specified item of business shall be a
majority.

     The number of votes of Executive Committee members that shall be necessary
for the transaction of any business or any specified item of business at any
meeting of the Executive Committee shall be a majority.

     Section 12. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors or a

                                       8


stated salary as Director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

     Section 13. PRESUMPTION OF ASSENT. A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

                                  ARTICLE IV

                                   Officers
                                   --------

     Section 1.  NUMBER. The officers of this corporation shall be: President,
Vice President, Secretary and Treasurer.

     Any officer may hold more than one office.

     Section 2.  ELECTION. All officers of the corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
meeting of stockholders, and shall hold office for the term of one year or until
their successors are duly elected. Officers need not be members of the Board.

     The Board may appoint such other officers, agents and employees as it shall
deem necessary who shall have such authority and shall perform such duties as
from time to time shall be prescribed by the Board.

                                       9


     Section 3.  DUTIES OF OFFICERS. The duties and powers of the officers of
the company shall be as follows:

                                   PRESIDENT
                                   ---------
     The President shall preside at all meetings of the Board of Directors and
stockholders.

     He shall present at each annual meeting of the stockholders and directors a
report of the condition of the business of the company.

     He shall cause to be called regular and special meetings of the
stockholders and directors a report of the condition of the business of the
company. He shall cause to be called regular and special meetings of the
stockholders and directors in accordance with these By-Laws. He shall appoint
and remove, employ and discharge, and fix the compensation of all servants,
agents, employees, and clerks of the corporation other than the duly appointed
officers, subject to the approval of the Board of Directors.

     He shall sign and make all contracts and agreements in the name of the
corporation.

     He shall see that the books, reports, statements and certificates required
by the statues are properly kept, made and filed according to law.

     He shall sign all certificates of stock, notes, drafts or bills of
exchange, warrants or other orders for the payments of money duly drawn by the
Treasurer.

     He shall enforce these By-Laws and perform all the duties incident to the
position and office, and which are required by law.

                                VICE PRESIDENT
                                --------------

     During the absence or inability of the President to render and perform his
duties or exercise his powers, as set forth in these By-Laws or in the acts
under which this corporation is organized, the same shall be performed and
exercised by the Vice President; and when so acting,

                                       10


he shall have all the powers and be subject to all the responsibilities hereby
given to or imposed upon such President.

                                   SECRETARY
                                   ---------

     The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books.

     He shall give and serve all notices of the corporation.

     He shall be custodian of the records and of the seal and affix the latter
when required.

     He shall keep the stock and transfer books in the manner prescribed by law,
so as to show at all times the amount of capital stock issued and outstanding,
the manner and the time compensation for the same was paid in, the names of the
owners thereof, alphabetically arranged, the number of shares owned by each, the
time at which each person became such owner, and the amount paid thereon; and
keep such stock and transfer books open daily during the business hours at the
office of the corporation, subject to the inspection of any stockholder of the
corporation, and permit such stockholder to make extracts from said books to the
extent prescribed by law.

     He shall sign all certificates of stock.

     He shall present to the Board of Directors at their stated meetings all
communications addressed to him officially by the President or any officer or
shareholder of the corporation.

     He shall attend to all correspondence and perform all the duties incident
to the office of Secretary.

                                       11


                                   TREASURER
                                   ---------

     The Treasurer shall have the care and custody of and be responsible for all
the funds and securities of the corporation and deposit all such funds in the
name of the corporation in such bank or banks, trust company or trust companies
or safe deposit vaults as the Board of Directors may designate.

     He shall exhibit at all reasonable times his books and accounts to any
Director or stockholder of the company upon application at the office of the
corporation during business hours.

     He shall render a statement of the conditions of the finances of the
corporation at each regular meeting of the Board of Directors, and at such other
times as shall be required of him, and a full financial report at the annual
meeting of the stockholders.

     He shall keep at the office of the corporation, correct books of account of
all its business and transactions and such other books of account as the Board
of Directors may require.

     He shall do and perform all duties appertaining to the office of Treasurer.

     Section 4.  BOND. The Treasurer shall, if required by the Board of
Directors, give to the corporation such security for the faithful discharge of
his duties as the Board may direct.

     Section 5.  VACANCIES, HOW FILLED. All vacancies in any office shall be
filled by the Board of Directors without undue delay, at its regular meeting or
at a meeting specially called for that purpose. In the case of the absence of
any officer of the corporation or for any reason that the Board of Directors may
deem sufficient, the Board may, except as specifically otherwise provided in
these By-Laws delegate the powers or duties of such officers to any other
officer or director for the time being, provided a majority of the entire Board
concur therein.

                                       12


     Section 6.  COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.

     Section 7.  REMOVAL OF OFFICERS. The Board of Directors may remove any
officer, by a majority vote, at any time with or without cause.

                                   ARTICLE V

                             Certificates of Stock
                             ---------------------

     Section 1.  DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom, and
in the margin thereof shall be entered the name of the person owning the shares
therein represented, with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and number of shares. They shall be
signed by the President or Vice President, and countersigned by the Secretary or
Treasurer and sealed with the seal of the corporation.

     Section 2.  TRANSFER OF STOCK. The stock of the corporation shall be
assignable and transferable on the books of the corporation only by the person
in whose name it appears on said books, his legal representatives or by his duly
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the Secretary. In all cases
of transfer, the former certificate must be surrendered up and cancelled before
a new certificate may be issued. No transfer shall be made upon the books of the
corporation within ten (10) days next preceding the annual meeting of the
shareholders.

     Section 3.  LOST CERTIFICATES. If a stockholder shall claim to have lost or
destroyed a certificate or certificates of stock issued by the corporation, the
Board of Directors

                                       13


may direct at its discretion, a new certificate or certificates be issued, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost or destroyed, and upon the deposit of a bond or other
indemnity in such form and with such sureties if any as the Board may require.

                                  ARTICLE VI

     Section 1.  SEAL. The seal of the corporation shall be as follows:

                                  ARTICLE VII

                                   Dividends
                                   ---------

     Section 1.  WHEN DECLARED. The Board of Directors shall by vote declare
dividends from the surplus profits of the corporation whenever, in their
opinion, the condition of the corporation's affairs will render it expedient for
such dividends to be declared.

     Section 2.  RESERVE. The Board of Directors may set aside out of the net
profits of the corporation available for dividends such sum or sums, before
payment of any dividend, as the Board in their absolute discretion think proper
as a reserve fund, to meet contingencies, or for equalizing dividends, of for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests of the
corporation, and they may abolish or modify any such reserve in the manner in
which it was created.

                                       14


                                 ARTICLE VIII

                              Bills, Notes, Etc.
                              ------------------

     Section 1.  HOW MADE. All bills payable, notes, checks, drafts, warrants or
other negotiable instruments of the corporation shall be made in the name of the
corporation, and shall be signed by any such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

                                  ARTICLE IX

                                Indemnification
                                ---------------

     Section 1.  Any person made a party or involved in any civil, criminal or
administrative action, suit, or proceeding by reason of the fact that he or his
testator or intestate is or was director, officer, or employee of the
corporation, or of any corporation which he, the testator, or intestate served
as such at the request of the corporation shall be indemnified by the
corporation against expenses reasonably incurred by him or imposed on him in
connection with or resulting from the defense of such action, suit, or
proceeding and in connection with or resulting from any appeal therein, except
with respect to matters as to which it is adjudged in such action, suit, or
proceeding that such officer, director, or employee was liable to the
corporation, or to such other corporation, for negligence or misconduct in the
performance of his duty. As used herein the term "expense" shall include all
obligations incurred by such person for the payment of money, including without
limitation attorney's fees, judgments, awards, fines, penalties, and amounts
paid in satisfaction of judgment or in settlement of any such action, suit, or
proceeding, except amounts paid to the corporation or such other corporation by
him. A judgment or conviction whether based on plea of guilty or nolo contendre
or its equivalent or

                                       15


after trial shall not of itself be deemed an adjudication that such director,
officer, or employee is liable to the corporation, or such other corporation,
for negligence or misconduct in the performance of his duties. Determination of
the rights of such indemnification and the amount thereof may be made at the
option of the person to be indemnified pursuant to procedure set forth from time
to time in the By-Laws, or by any of the following procedures: (a) order of the
court or administrative body or agency having jurisdiction of the action, suit,
or proceeding; (b) resolution adopted by a majority of the quorum of the Board
of Directors of the corporation without counting in such majority a quorum any
directors who have incurred expenses in connection with such action, suit or
proceeding; (c) if there is no quorum of directors who have not incurred
expenses in connection with such action, suit, or proceeding, then by resolution
adopted by a majority of the committee of stockholders and directors who have
not incurred such expenses appointed by the Board of Directors; (d) resolution
adopted by a majority of the quorum of the Directors entitled to vote at any
meeting; or (e) order of any court having jurisdiction over the corporation. Any
such determination that a payment by way of indemnity should be made will be
binding upon the corporation, such right of indemnification shall not be
exclusive of any other right which such directors, officers, and employees of
the corporation and the other persons above-mentioned may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any By-Laws,
Agreement, vote of stockholders, provision of law, or otherwise as well as their
rights under this article. The provisions of this article shall apply to any
member of any committee appointed by the Board of Directors as fully as though
such person had been a director, officer or employee of the corporation.

                                       16


                                   ARTICLE X

                                  Amendments
                                  ----------

     Section 1.  HOW AMENDED. These By-Laws may be altered, amended, repealed or
added to by the vote of the Board of Directors of this corporation at any
regular meeting of said Board, or at a special meeting of Directors called for
that purpose provided a quorum of the Directors as provided by law and by the
Articles of Incorporation, are present at such regular meeting or special
meeting. These By-Laws and any amendments thereto and new By-Laws added by the
Directors maybe amended, altered or replaced by the stockholders at any annual
or special meeting of the stockholders.

                                  ARTICLE XI

                                  Fiscal Year
                                  -----------

     Section 1.  The fiscal year shall be the calendar year.

                                  ARTICLE XII

                               Waiver of Notice
                               ----------------

     Section 1.  Whenever any notice is required to be given to any shareholder
or director of the corporation under the provisions of the Utah Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

     These By-Laws approved and adopted at a meeting of the Board of Directors
of BENECO ELECTRIC, INCORPORATED.


                                   __________________________________________
                                                   President

                                       17

EX-3.71

                                                                    EXHIBIT 3.71
                                   RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                                     EMCON





          The undersigned certify that:

          1.  They are the President and the Secretary, respectively, of EMCON a
     California corporation (this "Corporation").

          2.  The Articles of Incorporation of this Corporation, as amended or
     amended and restated to the date of the filing of this Certificate, are
     amended and restated to read in full as follows:

                                   Article I
                                   ---------

          The name of this Corporation is:  EMCON.

                                   Article II
                                   ----------

          The purpose of this Corporation is to engage in any lawful act or
     activity for which a corporation may be organized under the General
     Corporation Law of California other than the banking business, the trust
     company business or the practice of a profession permitted to be
     incorporated by the California Corporations Code.

                                  Article III
                                  -----------

          This Corporation is authorized to issue only one class of shares of
     stock; and the total number of shares which this Corporation is authorized
     to issue is one thousand (1,000).

                                   Article IV
                                   ----------

          The liability of the directors of this Corporation for monetary
     damages shall be eliminated to the fullest extent permissible under
     California law.

                                   Article V
                                   ---------


          This Corporation is authorized to provide indemnification of its
     agents (as such term is defined in Section 317 of the California General
     Corporation Law) to the fullest extent permissible under California law.

          3.  The foregoing amendment and restatement of Articles of
     Incorporation has been duly approved by the board of directors of this
     Corporation.

          4.  The foregoing amendment and restatement of Articles of
     Incorporation has been duly approved by the required vote of shareholders
     of this Corporation in accordance with Section 902 of the California
     Corporations Code.  The total number of outstanding shares of this
     Corporation is one hundred (100).  The number of shares voting in favor of
     the amendment equaled or exceeded the vote required.  The percentage vote
     required was more than 50%.

          We further declare under penalty of perjury under the laws of the
     State of California that the matters set forth in this certificate are true
     and correct of our own knowledge.


     Dated: June 21, 1999
                            /s/ James G. Kirk
                            ----------------------------------
                            James G. Kirk, Chief Executive Officer and President

                            /s/ James M. Redwine
                            ---------------------------------
                            James M. Redwine, Secretary


                                       2

EX-3.72

                                                                    EXHIBIT 3.72
                                                                    ------------

                        SEISMIC ACQUISITION CORPORATION
                        -------------------------------
                          (a California corporation)



                                    BYLAWS



                                   ARTICLE I
                                    OFFICES

     SECTION 1.01  Registered Office.  The registered office of Seismic
                   ------------------
Acquisition Corporation (hereinafter called the "Corporation") in the State of
California shall be at 400 South El Camino Real, Suite 1200, San Mateo,
California 94402, and the name of the registered agent in charge thereof shall
be National Registered Agents, Inc.

     SECTION 1.02  Other Offices.  The Corporation may also have an office or
                   --------------
offices at such other place or places, either within or without the State of
California, as the Board of Directors (hereinafter called the Board) may from
time to time determine or as the business of the Corporation may require.



                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01  Annual Meetings.  Annual meetings of the stockholders of the
                   ----------------
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

     SECTION 2.02  Special Meetings.  A special meeting of the stockholders for
                   -----------------
the transaction of any proper business may be called at any time by the Board or
by the President.

     SECTION 2.03  Place of Meetings.  All meetings of the stockholders shall be
                   ------------------
held at such places, within or without the State of California, as may from time
to time be designated by the person or persons calling the respective meeting
and specified in the respective notices or waivers of notice thereof.

     SECTION 2.04  Notice of Meetings.  Except as otherwise required by law,
                   -------------------
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the


Secretary of the Corporation for such purpose or, if he shall not have furnished
to the Secretary his address for such purpose, then at his post office address
last known to the Secretary, or by transmitting a notice thereof to him at such
address by telegraph, cable, or wireless. Except as otherwise expressly required
by law, no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose or purposes for which the meeting is called. Notice of any
meeting of stockholders shall not be required to be given to any stockholder who
shall have waived such notice and such notice shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, except as a
stockholder who shall attend such 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. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken.

     SECTION 2.05  Quorum.  Except in the case of any meeting for the election
                   -------
of directors summarily ordered as provided by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof.  In the absence of a quorum at any
meeting or any adjournment thereof, a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting from time
to time.  At any such adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted at the meeting as
originally called.

     SECTION 2.06  Voting.
                   -------

     (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

            (i) on the date fixed pursuant to Section 6.05 of these Bylaws as
      the record date for the determination of stockholders entitled to notice
      of and to vote at such meeting, or

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

     (b) 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 in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.  Persons holding stock of the Corporation in a fiduciary capacity
shall be entitled to vote such stock.  Persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
Corporation he shall have expressly empowered the pledgee to vote

                                       2


thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants in common, tenants by entirety or otherwise, or with respect to which
two or more persons have the same fiduciary relationship, shall be voted in
accordance with the provisions of the California Corporations Code.

     (c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his proxy appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

     SECTION 2.07  List of Stockholders.  The Secretary 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 meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  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.

     SECTION 2.08  Judges.  If at any meeting of the stockholders a vote by
                   -------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability.  Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges need not be stockholders of the Corporation, and any officer of the
Corporation may be a judge on any question other than a vote for or against a
proposal in which he shall have a material interest.

     SECTION 2.09  Action Without Meeting.  Any action required to be taken at
                   -----------------------
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual

                                       3


or special meeting of such stockholders, may 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 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. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.


                                  ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 3.01  General Powers.  The property, business and affairs of the
                   ---------------
Corporation shall be managed by the Board.

     SECTION 3.02  Number and Term of Office.  The number of directors of the
                   --------------------------
corporation shall be three (3).  Directors need not be stockholders.  Each of
the directors of the Corporation shall hold office until his successor shall
have been duly elected and shall qualify or until he shall resign or shall have
been removed in the manner hereinafter provided.

     SECTION 3.03  Election of Directors.  The directors shall be elected
                   ----------------------
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

     SECTION 3.04  Resignations.  Any director of the Corporation may resign at
                   -------------
any time by giving written notice to the Board or to the Secretary of the
Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be 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 3.05  Vacancies.  Except as otherwise provided in the Certificate
                   ----------
of Incorporation, any vacancy in the Board, whether because of death,
resignation, disqualification, an increase in the number of directors, or any
other cause, may be filled by vote of the majority of the remaining directors,
although less than a quorum.  Each director so chosen to fill a vacancy shall
hold office until his successor shall have been elected and shall qualify or
until he shall resign or shall have been removed in the manner hereinafter
provided.

     SECTION 3.06  Place of Meeting, Etc.  The Board may hold any of its
                   ----------------------
meetings at such place or places within or without the State of California as
the Board may from time to time by resolution designate or as shall be
designated by the person or persons calling the meeting or in the notice or a
waiver of notice of any such meeting.  Directors may participate in any regular
or special meeting of the Board by means of conference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.

     SECTION 3.07  First Meeting.  The Board shall meet as soon as practicable
                   --------------
after each annual election of directors and notice of such first meeting shall
not be required.

                                       4


     SECTION 3.08  Regular Meetings.  Regular meetings of the Board may be held
                   -----------------
at such times as the Board shall from time to time by resolution determine.  If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday.  Except as
provided by law, notice of regular meetings need not be given.

     SECTION 3.09  Special Meetings.  Special meetings of the Board of Directors
                   -----------------
may be called at any time, and for any purpose permitted by law, by the
President, or by the Secretary on the written request of a majority of the
members of the Board of Directors, which meetings shall be held at the time and
place either within or without the State of California designated by the person
or persons calling the meeting.

     SECTION 3.10  Notice.  Notice of the time, place and purpose of any special
                   -------
meeting shall be given to the Directors by the Secretary, or in case of his
absence, refusal or inability to act, by any other officer.  Any such notice may
be given by mail, by telegraph, by telephone, by facsimile or by personal
service, to each of the Directors.  If the notice is by mail, it shall be
deposited in a United States Post Office at least forty-eight hours before the
time of the meeting; if by facsimile, transmitted at least twelve hours before
the time of the meeting; and if by telegraph, by deposit of the message with the
telegraph company at least twelve hours before the time of the meeting, if by
telephone or by personal service, given at least twelve hours before the time of
the meeting.

     Except where otherwise required by law or by these Bylaws, notice of the
purpose of a special meeting need not be given.  Notice of any meeting of the
Board shall not be required to be given to any director who is present at such
meeting, except a director who shall attend such 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.

     SECTION 3.11  Quorum and Manner of Acting.  Except as otherwise provided in
                   ----------------------------
these Bylaws or by law, the presence of a majority of the authorized number of
directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present.  In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present.  Notice of any adjourned meeting need not be given.  The
directors shall act only as a Board, and the individual directors shall have no
power as such.

     SECTION 3.12  Action by Consent.  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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

     SECTION 3.13  Removal of Directors.  Subject to the provisions of the
                   ---------------------
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

                                       5


     SECTION 3.14  Compensation.  The directors shall receive only such
                   -------------
compensation for their services as directors as may be allowed by resolution of
the Board.  The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board.  Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

     SECTION 3.15  Committees.  The Board may, by resolution passed by a
                   -----------
majority of the whole Board, designate one or more committees, each 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 and except as otherwise
limited by law, 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.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member.


                                   ARTICLE IV
                                    OFFICERS

     SECTION 4.01  Number.  The officers of the Corporation shall be a
                   -------
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Treasurer and a Secretary.  A Chief
Financial Officer or Chief Executive Officer may be elected by the Board, if the
Board determines such officer is necessary to the Corporation.

     SECTION 4.02  Election, Term of Office and Qualifications.  The officers of
                   --------------------------------------------
the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be elected annually by the Board at the first meeting
thereof held after the election thereof.  Each officer shall hold office until
his successor shall have been duly chosen and shall qualify or until his
resignation or removal in the manner hereinafter provided.

     SECTION 4.03  Assistants, Agents and Employees, Etc.  In addition to the
                   --------------------------------------
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Treasurers, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.  The Board may delegate to any
officer of the Corporation or any committee of the Board the power to appoint,
remove and prescribe the duties of any such assistants, agents or employees.

     SECTION 4.04  Removal.  Any officer, assistant, agent or employee of the
                   --------
Corporation may be removed, with or without cause, at any time:  (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer,

                                       6


assistant, agent or employee, by any officer of the Corporation or committee of
the Board upon whom or which such power of removal may be conferred by the
Board.

     SECTION 4.05  Resignations.  Any officer or assistant may resign at any
                   -------------
time by giving written notice of his resignation to the Board or the Secretary
of the Corporation.  Any such resignation shall take effect at the time
specified therein, or, if the time be not specified, upon receipt thereof by the
Board or the Secretary, as the case may be; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 4.06  Vacancies.  A vacancy in any office because of death,
                   ----------
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

     SECTION 4.07  The President.  The President of the Corporation shall be the
                   --------------
chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

     SECTION 4.08  The Vice Presidents.  Each Vice President shall have such
                   --------------------
powers and perform such duties as the Board may from time to time prescribe.  At
the request of the President, or in case of the President's absence or inability
to act upon the request of the Board, a Vice President shall perform the duties
of the President and when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President.

     SECTION 4.09  The Secretary.  The Secretary shall, if present, record the
                   --------------
proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he shall be custodian of
the seal of the Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal; and, in general, he
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

     SECTION 4.10  The Treasurer.  The Treasurer shall have the general care and
                   --------------
custody of the funds and securities of the Corporation, and shall deposit all
such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board.  He shall receive, and
give receipts for, moneys due and payable to the Corporation from any source
whatsoever.  He shall exercise general supervision over expenditures and
disbursements made by officers, agents and employees of the Corporation and the
preparation of such records and reports in connection therewith as may be
necessary or desirable.  He shall, in general, perform all other duties incident
to the office of Chief Financial Officer and such other duties as from time to
time may be assigned to him by the Board.

     SECTION 4.11  Compensation.  The compensation of the officers of the
                   -------------
Corporation shall be fixed from time to time by the Board.  None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.  Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary

                                       7


corporation, in any other capacity and receiving such compensation by reason of
the fact that he is also a director of the Corporation. Nothing contained herein
shall preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.


                                   ARTICLE V
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 5.01  Execution of Contracts.  The Board, except as in these Bylaws
                   -----------------------
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by these Bylaws, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.

     SECTION 5.02  Checks, Drafts, Etc.  All checks, drafts or other orders for
                   --------------------
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board.  Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.

     SECTION 5.03  Deposits.  All funds of the Corporation not otherwise
                   ---------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the President, any
Vice President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

     SECTION 5.04  General and Special Bank Accounts.  The Board may from time
                   ----------------------------------
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may select
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VI
                           SHARES AND THEIR TRANSFER

     SECTION 6.01  Certificates for Stock.  Every owner of stock of the
                   -----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him.  The certificates

                                       8


representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer. Any of or all of the signatures on
the certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 6.04.

     SECTION 6.02  Transfers of Stock.  Transfers of shares of stock of the
                   -------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.  Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

     SECTION 6.03  Regulations.  The Board may make such rules and regulations
                   ------------
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for shares of the stock of the
Corporation.  It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

     SECTION 6.04  Lost, Stolen, Destroyed, and Mutilated Certificates.  In any
                   ----------------------------------------------------
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

     SECTION 6.05  Fixing Date for Determination of Stockholders of Record.  In
                   --------------------------------------------------------
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for

                                       9


the purpose of any other lawful action, the Board may fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. If in any case
involving the determination of stockholders for any purpose other than notice of
or voting at a meeting of stockholders or expressing consent to corporate action
without a meeting the Board shall not fix such a record date, the record date
for determining stockholders for such purpose shall be the close of business on
the day on which the Board shall adopt the resolution relating thereto. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

                                  ARTICLE VII
                                INDEMNIFICATION

     SECTION 7.01  Action, Etc. Other Than by or in the Right of the
                   -------------------------------------------------
Corporation.  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 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 attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

     SECTION 7.02  Actions, Etc., by or in the Right of the Corporation.  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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 for negligence or misconduct in the performance of his duty 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,

                                       10


such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     SECTION 7.03  Determination of Right of Indemnification.  Any
                   ------------------------------------------
indemnification under Section 7.01 or 7.02 (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 he has met the applicable standard of
conduct set forth in Section 7.01 and 7.02.  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, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

     SECTION 7.04  Indemnification Against Expenses of Successful Party.
                   -----------------------------------------------------
Notwithstanding the other provisions of this Article, to the extent 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 referred to
in Section 7.01 or 7.02, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     SECTION 7.05  Prepaid Expenses.  Expenses incurred by an officer or
                   -----------------
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.  Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.

     SECTION 7.06  Other Rights and Remedies.  The indemnification provided by
                   --------------------------
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7.07  Insurance.  Upon resolution passed by the Board, the
                   ----------
Corporation may 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 him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

     SECTION 7.08  Constituent Corporations.  For the purposes of this Article,
                   -------------------------
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent

                                       11


corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.

     SECTION 7.09  Other Enterprises, Fines, and Serving at Corporation's
                   ------------------------------------------------------
Request.  For purposes of this Article, references to "other enterprises" shall
- --------
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
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 acted in good faith and in a manner he
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.


                                  ARTICLE VIII
                                 MISCELLANEOUS

     SECTION 8.01  Seal.  The Board shall provide a corporate seal, which shall
                   -----
be in the form of a circle and shall bear the name of the Corporation and words
and figures showing that the Corporation was incorporated in the State of
California and the year of incorporation.

     SECTION 8.02  Waiver of Notices.  Whenever notice is required to be given
                   ------------------
by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

     SECTION 8.03  Amendments.  These Bylaws, or any of them, may be altered,
                   -----------
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting.  Any Bylaws made
or altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

                                       12

EX-3.73

                                                                    EXHIBIT 3.73
                                                                    ------------

                           ARTICLES OF INCORPORATION
                                       OF
                            EMCON ACQUISITION, INC.

     These Articles of Incorporation are being filed under the provisions of the
Alaska Corporations Code (AS 10.06).

                                   ARTICLE I
                                   ---------

                                      Name
                                      ----

     The name of this corporation is EMCON ACQUISITION, INC.

                                   ARTICLE II
                                   ----------

                                    Purpose
                                    -------

     This corporation is organized for the purposes of transacting any and all
lawful business for which corporations may be incorporated under Title 10 of the
Alaska Statutes, as amended.

                                  ARTICLE III
                                  -----------

                               Registered Office
                               -----------------

     The address of the registered office of the corporation is 1031 West Fourth
Avenue, Suite 600, Anchorage, Alaska 99501 and the name of the registered agent
at such address is Bogle & Co. (Alaska).

                                   ARTICLE IV
                                   ----------

     There are no affiliates of the company which are nonresident aliens or
corporations whose places of incorporation are outside the United States.

                                   ARTICLE V
                                   ---------

                               Authorized Shares
                               -----------------

     The total authorized number of shares of the corporation is one thousand
(1,000) shares of common stock.

                                   ARTICLE VI
                                   ----------

                              Shareholders' Rights
                              --------------------

     Shareholders of this corporation have no preemptive rights to acquire
additional shares issued by the corporation.


                                  ARTICLE VII
                                  -----------

                                   Directors
                                   ---------

     The initial director of the corporation is one (1) in number and his name
and address is:

     Name                               Address
     ----                               -------

     Ted D. Briggs                      1921 Ringwood Avenue
                                        San Jose, California 95131

     The first director shall serve until the first meeting of shareholders or
until his successors are elected and qualified.

     The number of directors may be increased or decreased from time to time by
amendment to the bylaws or by resolution by the shareholders.

                                  ARTICLE VIII
                                  ------------

                          Indemnification of Directors
                          ----------------------------

     For monetary damages for breach of fiduciary duties as directors, the
personal liability of the directors to the Corporation or its shareholders shall
be eliminated or limited to the maximum extent permitted by AS 10.06.210(N), as
the same may be hereafter amended.

                                   ARTICLE IX
                                   ----------

                                  Incorporator
                                  ------------

     The name and address of the incorporator are:

      Name                             Address
      ----                             -------

      Randal R. Jones                  5300 Two Union Square
                                       601 Union Street
                                       Seattle, Washington 98101--2322

                                   ARTICLE X
                                   ---------

                                 Voting Rights
                                 -------------

     At an election for directors, each shareholder entitled to vote at the
election may vote, in person or by proxy, the number of shares of stock held by
the shareholder for as many persons as there are directors to be elected and for
whose election the shareholder has a right to vote.  No cumulative voting for
directors shall be permitted.

                                       2


                                   ARTICLE XI
                                   ----------

                             Amendment of Articles
                             ---------------------

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
shareholders and directors are subject to this reserved power.

     DATED:  January 22, 1990.


                                        -----------------------------------
                                        Randal R. Jones, Incorporator


STATE OF WASHINGTON  )
                     )  ss.
COUNTY OF KING       )

     I, RANDAL R. JONES, say on oath or affirm that I have read the foregoing
document and believe all statements made in the document are true.


                                        ------------------------------------
                                        Randal R. Jones

     Subscribed and sworn to or affirmed before me at Seattle, Washington, on
January 22, 1990.


                                        ------------------------------------
                                        NOTARY PUBLIC in and for WASHINGTON
                                        My commission expires ________________

                                       3


                             ARTICLES OF AMENDMENT
                                       OF
                           AMERICA NORTH/EMCON, INC.

     Pursuant to the provisions of AS 10.06.502 of the Alaska Corporations Code,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST:    The name of the Corporation is America North/EMCON, Inc.

     SECOND:   Article I of the Articles of Incorporation is hereby amended to
read in its entirety as follows:

               "The name of this corporation is EMCON Alaska, Inc."

     THIRD:    The foregoing amendment was approved by the Board of Directors of
the corporation on June 1, 1993.

     FOURTH:   The foregoing amendment was approved by written consent of the
sole shareholder of the corporation dated June 1, 1993.

     FIFTH:    The number of shares outstanding at the time of such adoption was
1,000 and the number of shares entitled to vote thereon was 1,000.

     SIXTH:    The number of shares voted for and against such amendment was as
follows:

                      For      1,000

                      Against    -0-

     SEVENTH:  The amendment does not provide for an exchange, reclassification,
or cancellation of issued shares.

     DATED:  June 1, 1993

                                         AMERICA NORTH/EMCON, INC.


                                         By: /s/ Lisa B. Haas
                                             ---------------------------------
                                             Lisa B. Haas, President

                                         By: /s/ Mike Bronson
                                             ---------------------------------
                                             Mike Bronson, Secretary

EX-3.74

                                                                    EXHIBIT 3.74
                                                                    ------------

                                    BYLAWS

                                      OF

                            EMCON ACQUISITION, INC.

                                   ARTICLE I

                                    Offices
                                    -------

          (1) Registered Office and Registered Agent:  The registered office of
              --------------------------------------
the Corporation shall be located in the State of Alaska at such place as may be
fixed from time to time by the Board of Directors upon filing of such notices as
may be required by law.  The registered agent of the Corporation shall have a
business office identical with such registered office.

          (2) Change of Registered Office and Registered Agent:  Following any
              ------------------------------------------------
change of the Corporation's registered agent and/or office a verified statement
of change signed by the President or Vice-President shall be filed with the
Office of the Commissioner within 30 days after any such change.

          (3) Other Offices:  The Corporation may have other offices within or
              -------------
outside the State of Alaska at such place or places as the Board of Directors
may from time to time determine.

                                   ARTICLE II

                             Shareholders' Meetings
                             ----------------------

          (1) Meeting Place:  All meetings of the shareholders shall be held at
              -------------
the principal place of business of the Corporation, or at such other place,
inside or outside the State of Alaska, as shall be determined from time to time
by the Board of Directors.  The place at which any such meeting shall be held
shall be stated in the notice of the meeting.

          (2) Annual Meeting Time:  The annual meeting of the shareholders for
              -------------------
the election of directors and for the transaction of such other business as may
properly come before the meeting, shall be held each year on the third Tuesday
in April at the hour of 10:00 a.m. if not a legal holiday, and if a legal
holiday, then on the next day following which is not a legal holiday, at the
same hour.  The time and place of holding any annual meeting may be changed by
resolution of the Board of Directors, provided that notification of such change
shall meet the notice requirements set forth in these Bylaws.

          (3) Annual Meeting - Order of Business:  At the annual meeting of
              ----------------------------------
shareholders, the order of business shall be as follows:


              (a)  Calling the meeting to order.


              (b)  Proof of notice of meeting (or filing waiver).
              (c)  Reading of minutes of last annual meeting.
              (d)  Reports of officers.
              (e)  Reports of committees.
              (f)  Election of directors.
              (g)  Miscellaneous business.

          (4) Special Meetings:  Special meetings of the shareholders for any
              ----------------
purpose may be called at any time by the Board of Directors, President or the
holders of not less than one-tenth of all shares entitled to vote at the
meeting.

          (5) Notice:
              ------

              (a) Written or printed notice stating the place, day, and hour of
the annual meeting of shareholders shall be delivered personally or mailed to
each shareholder of record entitled to vote at such meeting at least twenty
days, and not more than sixty days, prior to such date of the meeting.

              (b) Written or printed notice stating the place, day, and hour of
each special meeting of shareholders and the purpose or purposes for which such
meeting is called, shall be delivered personally, or mailed to each shareholder
of record entitled to vote at such meeting at least twenty days, and not more
than sixty days, prior to such meeting.

          (6) Voting List:  At least twenty days before each meeting of
              -----------
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof shall be made, arranged in alphabetical
order, with the address of and number of shares held by each shareholder.  The
list shall be kept on file at the registered office of the Corporation and is
subject to inspection by any shareholder or the agent or attorney of said
shareholder at any time during usual business hours for a period of twenty days
prior to such meeting.  The list shall be produced and kept open at the time and
place of such meeting and shall be subject to the inspection of any shareholder
during the meeting.

          (7) Quorum:  Except as otherwise required by law:
              ------

              (a) A quorum at any annual or special meeting of shareholders
shall consist of shareholders representing a majority of the outstanding shares
of the Corporation entitled to vote at such meeting, represented in person or by
proxy.

          However, in no event may a quorum consist of less than one-third of
the shares entitled to vote at the meeting.

              (b) If a quorum is present, the affirmative vote of the majority
of shares represented at any properly called meeting of shareholders and
entitled to vote on the subject matter is the act of the shareholders.

                                       2


              (c) Shareholders present at a meeting at which a quorum is present
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken other than adjournment is approved by at least a majority of shares
required to constitute a quorum.

          (8) Voting of Shares:  Except as otherwise provided in the Articles of
              ----------------
Incorporation, each shareholder, on each matter submitted to a vote at a meeting
of shareholders, shall have one vote for each share of stock registered in his
name in the books of the Corporation.  Shares held by the Corporation, or shares
held by another corporation if a majority of the shares entitled to vote for the
election of directors of the other corporation is held by the Corporation, may
not be voted at a meeting or counted in determining the total number of
outstanding shares at a given time.

          (9) Closing of Transfer Books and Fixing Record Date:  For the purpose
              ------------------------------------------------
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or an adjournment of a meeting, or entitled to receive payment of
any dividend, or to determine the shareholders for any other proper purpose, the
Board of Director may provide that the stock transfer books shall be closed for
a stated period not to exceed seventy days.  If the stock transfer books are
closed to determine shareholders entitled to notice of or to vote at a meeting
of shareholders, they will be closed for at least twenty days preceding such
meeting.  In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a record date for the determination of shareholders.  This
record date may not be more than sixty days and, in case of a meeting of
shareholders, not less than twenty days before the date on which the particular
action requiring such determination of shareholders is to be taken.

          (10) Proxies:  Subject to the Alaska Corporations Code, each person
               -------
entitled to vote shares may authorize another person or persons to act by proxy
with respect to the shares.  A proxy is not valid after the expiration of eleven
months from the date of the proxy unless it qualifies under the Alaska
Corporations Code as an irrevocable proxy.

          (11) Action by Shareholders without a Meeting:  Whenever shareholders
               ----------------------------------------
are required or permitted to take action by vote, the action may be taken
without a meeting by written consents, identical in content, setting out the
action taken, signed by the holders of all outstanding shares entitled to vote
on the action.

          (12) Waiver of Notice:  A waiver of any notice required to be given
               ----------------
any shareholder, in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein for notice, is
equivalent to the giving of such notice.

          (13) Action of Shareholders by Communications Equipment:  Shareholders
               --------------------------------------------------
may participate in a meeting of shareholders by means of a conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by such
means shall constitute presence in person at a meeting.

                                       3


                                  ARTICLE III

                                     Stock
                                     -----

          (1) Certificates:  Except as otherwise provided in these Bylaws, the
              ------------
shares of the Corporation shall be represented by certificates signed by the
President or a Vice-President and the Secretary or an Assistant Secretary, and
may be sealed with the seal of the Corporation or a facsimile thereof.  The
signatures of such officers may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation.  If an officer who has
signed or whose facsimile signature has been placed on such certificate ceases
to be an officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if the person were an officer on the date of
issue.

          At a minimum each certificate of stock shall state upon its face:

               (a) the name of the issuing Corporation;

               (b) that the Corporation is organized under the laws of the State
of Alaska;

               (c) the name of the person to whom issued;

               (d) the number and class of shares and the designation of the
series, if any, which such certificate represents; and

               (e) if the Corporation is authorized to issue more than one class
of shares or different series within a class, the designations, relative rights,
preferences, and limitations applicable to each class and the variations in
rights, preferences and limitations determined for each series, and the Board of
Directors's authority to determine variations for future series, summarized
either on the front or back of the certificate. Alternatively, each certificate
may state conspicuously on its front or back that the Corporation will furnish
the shareholder this information upon written request and without charge.

          In case of any mutilation, loss or destruction of any certificate of
stock, another may be issued in its place on proof of such mutilation, loss or
destruction.  The Board of Directors may impose conditions on such issuance and
may require the giving of a satisfactory bond or indemnity to the Corporation in
such sum as they might determine or establish such other procedures as they deem
necessary.

          (2) Shares without Certificates:  The Board of Directors may authorize
              ---------------------------
the issuance without certificates of some or all of the Corporation's classes or
series of shares.  Within a reasonable time after the issuance or transfer of
shares without certificates, the Corporation shall send the shareholder a
written statement giving the information required by the Alaska Corporations
Code to appear on stock certificates.

                                       4


          (3)  Transfers:
               ---------

               (a) Transfers of stock shall be made only upon the stock transfer
books of the Corporation, kept at the registered office of the Corporation or at
its principal place of business, or at the office of its transfer agent or
registrar.  The Board of Directors may, by resolution, open a share register in
any state of the United States, and may employ an agent or agents to keep such
register, and to record transfers of shares therein.

               (b) Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate.  No shares of stock shall be transferred on the
books of the Corporation until the outstanding certificates therefor have been
surrendered to the Corporation.

          (4) Registered Owner:  Registered shareholders shall be treated by the
              ----------------
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or by the laws of the State of Alaska.  The Board of Directors may adopt
by resolution a procedure whereby a shareholder of the Corporation may certify
in writing to the Corporation that all or a portion of the shares registered in
the name of such shareholder are held for the account of a specified person or
persons.  The resolution shall set forth:

               (a) The classification of shareholder who may certify;

               (b) The purpose or purposes for which the certification may be
made;

               (c) The form of certification and information to be contained
therein;

               (d) If the certification is with respect to a record date or
closing of the stock transfer books, the date within which the certification
must be received by the Corporation; and

               (e) Such other provisions with respect to the procedure as are
deemed necessary or desirable.

          Upon receipt by the Corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purpose or purposes set forth in the certification to be the holders of record
of the number of shares specified in place of the shareholder making the
certification.

          (5) Consideration for Shares:  Consideration for the issuance of
              ------------------------
shares may be paid, in whole or in part, in money, in other property, tangible
or intangible, or in labor or services actually performed for the Corporation.
Shares may be issued for consideration at a

                                       5


value fixed from time to time by the Board of Directors. A certificate may not
be issued for a share until the share is fully paid.

          (6) Fractional Shares or Scrip:  The corporation may by action of its
              --------------------------
Board of Directors:  (a) issue fractional shares which shall entitle the holder
to exercise voting rights, to receive dividends thereon, and to participate in
any of the assets of the Corporation in the event of liquidation; or (b) issue
scrip in registered or bearer form which entitles the holder to receive a full
share upon the surrender of such scrip aggregating a full share, but shall not
entitle the holder to exercise voting rights, to receive dividends, or to
participate in liquidation unless otherwise provided in the scrip.

          (7) Shares of Another Corporation:  Shares owned by the Corporation in
              -----------------------------
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.

                                   ARTICLE IV

                               Board of Directors
                               ------------------

          (1) Number and Powers:  All corporate powers shall be exercised by or
              -----------------
under the authority of, and the business and affairs of a Corporation shall be
managed under the direction of, a Board of Directors, consisting of no more than
seven (7) persons who shall be elected for a term of one year, and shall hold
office until their successors are elected and qualified.  Directors need not be
residents of the State of Alaska or shareholders of the Corporation.  In
addition to the powers and authorities by these Bylaws and the Articles of
Incorporation expressly conferred upon it, the Board of Directors may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not prohibited by statute or by the Articles of Incorporation or by these Bylaws
or as directed or required to be exercised or done by the shareholders.

          (2) Change of Number:  The number of directors may at any time be
              ----------------
increased or decreased within the limits stated in this paragraph by amendment
of the Corporation's Articles of Incorporation or these Bylaws or by action of
the Board of Directors or shareholders under the special provisions of an
article or bylaw adopted by the approval of the outstanding shares, provided
that if the Board of Directors is authorized by the Articles of Incorporation or
Bylaws to change the number of directors, whether by amending the Bylaws or by
taking action under the specific provision of an article or a bylaw adopted by
the approval of the outstanding shares, the amendment or action shall require
the vote of a majority of the entire Board of Directors.  In no event shall a
decrease in the number of directors have the effect of shortening the term of
any incumbent director.

          (3) Election:  At the first annual meeting of shareholders and at each
              --------
subsequent annual meeting, the shareholders shall elect directors to hold office
until the next succeeding annual meeting.  A director, including a director
elected to fill a vacancy, shall hold

                                       6


office until the expiration of the term for which elected and until a successor
has been elected and qualified.

          (4)  Vacancies:
               ---------

               (a) Except for a vacancy created by the removal of a director,
vacancies on the Board of Directors may be filled by a majority of the directors
then in office, whether or not less than a quorum, or a sole remaining director.

               (b) Vacancies occurring in the Board of Directors by reason of
removal of directors may be filled only upon the approval of the shareholders.

          (5)  Removal of Directors:
               --------------------

               (a) At a regular or special meeting for which proper notice has
been given, any or all of the directors may be removed without reason if the
removal is approved by the outstanding shares, subject to the following:

                   (i) if the Corporation has 500 or more holders of record
entitled to vote on the removal and election of directors, written or printed
notice of intention to seek removal under this section shall be delivered either
personally or by mail to each shareholder of record entitled to vote at the
meeting and if notice of intention to seek removal under this section is

                       (A) delivered to the President or Secretary of the
Corporation at least seventy-five days before the date of the annual meeting it
shall be included on the notice stating the place, day, and hour of the annual
meeting without cost to the shareholder seeking removal; or

                       (B) not timely under (A) of this paragraph the
shareholder seeking removal may, at the expense of that shareholder, give notice
personally or by mail at any time up to twenty days before the date set for the
annual meeting.

                  (ii) If by a provision in the Articles of Incorporation the
holders of the shares of a class or series, voting as a class or series, are
entitled to elect one or more Directors, a Director elected in that manner may
be removed only by the applicable vote of the holders of the shares of that
class or series.

          (6) Regular Meetings:  Regular meetings of the Board of Directors or
              ----------------
any committee may be called by the President, a Vice-President, the Secretary,
or a director and may be held with or without notice at the principal place of
business of the Corporation or at such other place or places, either within or
without the State of Alaska, as the Board of Directors or such committee, as the
case may be, may from time to time designate.  The annual meeting of the Board
of Directors shall be held with or without notice immediately after the
adjournment of the annual meeting of shareholders.

                                       7


          (7) Special Meetings:  Special meetings of the Board of Directors may
              ----------------
be called at any time by the President, a Vice-President, the Secretary, or a
director.  A special meeting of the Board of Directors or a committee designated
by the Board of Directors shall be held upon either notice in writing sent ten
days before the meeting or notice by electronic means, personal messenger, or
comparable person-to-person communication given at least seventy-two hours
before the meeting.  Such notice shall include disclosure of the business to be
transacted and the purpose of the meeting.

          (8) Quorum:  A majority of the whole Board of Directors, or in the
              ------
case of meetings of committees of the Board of Directors the majority of the
members of said committees, shall be necessary at all meetings to constitute a
quorum for the transaction of business, and the votes of a majority of those
directors present at any properly called meeting at which a quorum is present
shall be sufficient to transact business.

          (9) Waiver of Notice:  Attendance of a director at a meeting shall
              ----------------
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.  A waiver of notice signed by
the director or directors, whether before or after the time stated for notice,
shall be equivalent to the giving of notice.

          (10) Registering Dissent:  A director who is present at a meeting of
               -------------------
the Board of Directors at which action on a corporate matter is taken is
presumed to have assented to the action taken unless the director's dissent is
entered in the minutes of the meeting or unless the director files a written
dissent to the action with the secretary of the meeting, before the adjournment
thereof, or shall forward the dissent by certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.  The right to
dissent does not apply to a director who voted in favor of the action.

          (11) Executive and Other Board of Directors Committees:  The Board of
               -------------------------------------------------
Directors, by resolution adopted by a majority of the entire Board of Directors,
may designate from among its members an Executive Committee and other committees
of the Board of Directors.  Unless the number of directors of the Corporation is
less than three, each committee shall have at least two members, who serve at
the pleasure of the Board of Directors.  Each committee has the authority of the
Board of Directors, except that a committee may not

               (a) declare dividends or distributions

               (b) approve or recommend to shareholders actions or proposals
requiring approval by shareholders;

               (c) designate candidates for the office of director, for purposes
of proxy solicitation or otherwise, or fill vacancies on the Board of Directors
or any committee of the Board of Directors;

               (d) amend the Bylaws;

                                       8


               (e) approve a plan or merger not requiring shareholder approval;

               (f) capitalize retained earnings;

               (g) authorize or approve the reacquisition of shares unless under
a general formula or method specified by the Board of Directors;

               (h) authorize or approve the issuance or sale of, or a contract
to issue or sell, shares or designate the terms of a series of a class of
shares, unless the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, a contract to issue or sell,
or the designation of a series, authorizes a committee, under a general formula
or method specified by the Board of Directors by resolution or by adoption of a
stock option or other plan, to fix the terms of a contract for the sale of the
shares, a contract to issue or sell, or the designation of a series, authorizes
a committee, under a general formula or method specified by the Board of
Directors by resolution or by adoption of a stock option or other plan, to fix
the terms of a contract for the sale of the shares and to fix the terms upon
which the shares may be issued or sold, including, without limitation, the
price, the dividend rate, provisions for redemption, sinking fund, conversion,
voting or preferential rights, and provisions for other features of a class of
shares, or a series of a class of shares, with full power in the committee to
adopt a final resolution setting out all the terms of a series for proper
filing; or

               (i) authorize, approve, or ratify contracts or other transactions
between the Corporation and one or more of its directors, or between the
Corporation and a corporation, firm, or association in which one or more of its
directors has a material financial interest.

          A committee so appointed shall keep regular minutes of its meetings
and shall cause them to be recorded in books kept for that purpose in the office
of the Corporation.  The designation of a committee, the delegation to the
committee of authority, or action by the committee under that authority does not
alone constitute compliance by a member of the Board of Directors or the
committee in question with the responsibility to act in good faith, in a manner
the member reasonably believes to be in the best interests of the Corporation,
and with the care, including reasonable inquiry, as an ordinarily prudent person
in a like position would use under similar circumstances.

          (12) Remuneration:  No stated salary shall be paid directors, as such,
               ------------
for their service, but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of such Board of Directors; provided, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.  Members
of the Executive Committee may be allowed like compensation for attending
committee meetings.

          (13)  Loans to Directors:
                ------------------

                (a) A loan may not be extended to a director without the
approval of two-thirds of the voting shares. An employee or officer who is also
a director is considered a

                                       9


director for purposes of this section. A shareholder is not disqualified from
voting on a loan to a shareholder as a director because of personal interest.

                (b) A loan to a director and a loan secured by the shares of the
Corporation may not be made unless the loan would be permissible as a
distribution as set out in the Alaska corporations Code.

          (14)  Action by Directors Without a Meeting:  Any action required or
                -------------------------------------
which may be taken at a meeting of the directors may be taken without a meeting
on written consents, identical in content, setting out the action so taken or to
be taken and signed by all of the directors and filed with the minutes.  The
consents shall have the same effect as a unanimous vote.

          (15)  Action of Directors by Communications Equipment:  The members of
                -----------------------------------------------
the Board of Directors or a committee designated by it may conduct a meeting by
communicating simultaneously with each other by means of conference telephones
or similar communications equipment.

                                   ARTICLE V

                                    Officers
                                    --------

          (1) Designations:  The officers of the Corporation shall be a
              ------------
President, one or more Vice-Presidents (one or more of whom may be Executive
Vice-Presidents), a Secretary and a Treasurer, and such Assistant Secretaries
and Assistant Treasurers as the Board of Directors may designate, who shall be
elected for one year by the directors at their first meeting after the annual
meeting of shareholders, and who shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under contract of
employment.  Any two or more offices may be held by the same person, except the
offices of President and Secretary.  When all of the issued and outstanding
stock of the Corporation is owned by one person, the person may hold all or any
combination of offices.

          (2) The President:  The President shall preside at all meetings of
              -------------
shareholders and directors, shall have general supervision of the affairs of the
Corporation, and shall perform all such other duties as are incident to his
office or are properly required of him by the Board of Directors.

          (3) Vice-Presidents:  During the absence or disability of the
              ---------------
President, the Executive Vice-Presidents, if any, and the Vice-Presidents in the
order designated by the Board of Directors, shall exercise all the functions of
the President.  Each Vice-President shall have such powers and discharge such
duties as may be assigned to him from time to time by the Board of Directors.

          (4) Secretary and Assistant Secretaries:  The Secretary shall issue
              -----------------------------------
notices for all meetings, except for notices for special meetings of the
shareholders and special meetings of the directors which are called by the
requisite number of shareholders or directors, shall keep

                                       10


minutes of all meetings, shall have charge of the seal and the corporate books,
and shall make such reports and perform such other duties as are incident to his
office, or are properly required of him by the Board of Directors. The Assistant
Secretary, or Assistant Secretaries in the order designated by the Board of
Directors, shall perform all of the duties of the Secretary during the absence
or disability of the Secretary, and at other times may perform such duties as
are directed by the President or the Board of Directors.

          (5) The Treasurer:  The Treasurer shall have the custody of all moneys
              -------------
and securities of the Corporation and shall keep regular books of account.  He
shall disburse the funds of the Corporation in payment of the just demands
against the Corporation or as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors from time to time as may be required of him an account of all his
transactions as Treasurer and of the financial condition of the Corporation.  He
shall perform such other duties incident to his office or that are properly
required of him by the Board of Directors.  The Assistant Treasurer, or
Assistant Treasurers in the order designated by the Board of Directors, shall
perform all of the duties of the Treasurer in the absence or disability of the
Treasurer, and at other times may perform such other duties as are directed by
the President or the Board of Directors.

          (6) Delegation:  In the case of absence or inability to act of any
              ----------
officer of the Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any director or other person whom
it may select.

          (7) Vacancies:  Vacancies in any office arising from any cause may be
              ---------
filled by the Board of Directors at any regular or special meeting of the Board
of Directors.

          (8) Other Officers:  Directors may appoint such other officers and
              --------------
agents as it shall deem necessary or expedient, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

          (9)  Loans:
               -----

               (a) A loan, consisting of cash securities or personal or real
property, may not be extended to an officer or employee without authorization by
the Board of Directors.  A shareholder is not disqualified from voting on a loan
to a shareholder as a director because of personal interest.

               (b) A loan to an officer or employee and a loan secured by the
shares of the Corporation may not be made unless the loan would be permissible
as a distribution as set out in the Alaska Corporation Code.

          (10) Term - Removal:  The officers of the Corporation shall serve at
               --------------
the pleasure of the Board of Directors, subject to the rights, if any, of an
officer under contract of employment.  Any officer or agent elected or appointed
by the Board of Directors may be

                                       11


removed at any time, with or without cause, by the affirmative vote of a
majority of the whole Board of Directors, or the Executive Committee.

          (11) Bonds:  The Board of Directors may, by resolution, require any
               -----
and all of the officers to give bonds to the Corporation, with sufficient surety
or sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.

                                   ARTICLE VI

                             Dividends and Finance
                             ---------------------

          (1) Dividends:  The Board of Directors may, from time to time, declare
              ---------
and the Corporation may pay dividends on its outstanding shares in cash,
property, or its own shares, except when the Corporation is, or as a result of
the distribution would be, likely to be unable to meet its liabilities as they
mature.  The Corporation may not make a distribution to the Corporation's
shareholders, unless the amount of retained earnings of the Corporation
immediately before the distribution equals or exceeds the amount of the proposed
distribution; or, if immediately after giving effect to the distribution the sum
of the assets of the Corporation, exclusive of goodwill, capitalized research
and development expenses, evidences of debts owing from directors or officers or
secured by the Corporation's own shares, deferred charges and any profits
derived from an exchange of assets, unless the assets received are currently
realizable in cash, would be at least equal to one and one-fourth times its
liabilities, not including deferred taxes, deferred income, and other deferred
credits and, if the Corporation classifies its assets as current assets and
fixed assets, current assets of the Corporation, as defined in the Alaska
Corporations Code, would be at least equal to its current liabilities or, if the
average of the earnings of the Corporation before taxes on income and before
interest expense for the two preceding fiscal years was less than the average of
the interest expense of the Corporation for those fiscal years, at least equal
to one and one-fourth its current liabilities.  The stock transfer books may be
closed for the payment of dividends during such periods of not exceeding seventy
days, as from time to time may be fixed by the Board of Directors.

          (2) Identification of Distribution:  If the corporation makes a
              ------------------------------
distribution other than one chargeable to retained earnings, said distribution
shall be identified In a notice to shareholders as being made from a source
other than retained earnings, and shall include a statement of the accounting
treatment of the distribution.  The notice shall accompany the distribution or
shall be given within three months after the end of the fiscal year in which the
distribution is paid.

          (3) Reserves:  The Corporation may, by resolution of the Board of
              --------
Directors, create a reserve out of its earned surplus for any proper purpose,
and may abolish a reserve in the same manner.  Earned surplus of the Corporation
to the extent reserved is not available for the payment of dividends or other
distributions by the corporation.

          (4) Depositories:  The moneys of the Corporation shall be deposited in
              ------------
the name of the Corporation in such bank or banks or trust company or trust
companies as the Board

                                       12


of Directors shall designate, and shall be drawn out only by check or other
order for payment of money signed by such persons and in such manner as may be
determined by resolution of the Board of Directors.

                                  ARTICLE VII

                                    Notices
                                    -------

          Except as may otherwise be required by law, any notice to any
shareholder or director may be delivered personally or by mail.  If mailed, the
notice shall be deemed to have been delivered when deposited in the United
States mail, addressed to the addressee at his last known address in the records
of the Corporation, with postage thereon prepaid.

                                  ARTICLE VIII

                                      Seal
                                      ----

          The corporate seal of the Corporation shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Directors, or
by usage of the officers on behalf of the Corporation.

                                   ARTICLE IX

                    Indemnification of Officers, Directors.
                    ---------------------------------------
                              Employees and Agents
                              --------------------

          (1) The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a completed, pending, or threatened action 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 the
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.  Indemnification may include reimbursement of expenses,
attorney fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by the person in connection with the action or proceeding if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, the person had no reasonable cause to
believe the conduct was unlawful.  The termination of an action or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not create a presumption that the person did not act in
good faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, the person had reasonable cause to believe that
the conduct was unlawful.

          (2) The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a completed, pending, or threatened action by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that the person is or was a

                                       13


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.
Indemnification may include reimbursement for expenses and attorney fees
actually and reasonably incurred by the person in connection with the defense or
settlement of the action if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation. Indemnification may not be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of the person's duty to the
corporation except to the extent that the court in which the action was brought
determines upon application that, despite the adjudication of liability, in view
of all circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses that the court considers proper.

          (3) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of an
action or proceeding referred to in subsections (1) and (2), or in defense of
any claim, issue, or matter therein, the director, officer, employee, or agent
shall be indemnified against expenses and attorney fees actually and reasonably
incurred in connection with the defense.

          (4) Unless otherwise ordered by a court, indemnification under
subsections (1) or (2) shall only be made by the Corporation upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because the director, officer, employee, or agent
has met the applicable standard of conduct set out in subsections (1) or (2).
The determination shall be made by (a) the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to the action or
proceeding; or (b) independent legal counsel in a written opinion if a quorum
under (a) of this subsection is (i) not obtainable; or (ii) obtainable but a
majority of disinterested directors so directs; or (c) approval of the
outstanding shares.

          (5) The Corporation shall pay or reimburse the reasonable expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition in the manner provided in (4) of this section if

              (a) in the case of a director or officer, the director or officer
furnishes the Corporation with a written affirmation of a good faith belief that
he has acted in a manner that was in the best interest of the Corporation, in
good faith and with a degree of care, including reasonable inquiry, that an
ordinary prudent person in a like position would use under similar
circumstances;

              (b) the director, officer, employee, or agent furnishes the
Corporation a written unlimited general undertaking, executed personally or on
behalf of the individual, to repay the advance if it is ultimately determined
that an applicable standard of conduct was not met; and

              (c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this section.

                                       14


          (6) The indemnification provided by this Article is not exclusive of
any other rights to which those indemnified may be entitled under a bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in an official capacity of the person and as to action in another
capacity while holding the office.  The right to indemnification continues as to
a person who has ceased to be a director, officer, employee, or agent, and
inures to the benefit of the heirs, executors, and administrators of the person.
The indemnification powers of the Corporation shall be as broad as is allowed
under applicable law.

          (7) Upon the majority vote of a quorum of the Board of Directors, the
Corporation may 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 the person and incurred by the
person in that capacity, or arising out of that status, whether or not the
Corporation has the power to indemnify the person against the liability under
the provisions of this Article.

                                   ARTICLE X

                               Books and Records
                               -----------------

          The Corporation shall keep correct and complete books and records of
account, minutes of proceedings of its shareholders, Board of Directors, and
committees of the Board of Directors, and a record of its shareholders,
containing the names and addresses of all shareholders and the number and class
of the shares held by each.  The books and records of account, and minutes may
be in written form or in any other form capable of being converted into written
form within a reasonable time.  The Corporation shall make its books and
records, or certified copies of them, reasonably available for inspection and
copying at the registered office or principal place of business in Alaska by the
shareholders of the Corporation.  Shareholder inspection shall be upon written
demand stating with reasonable particularity the purpose of inspection.  The
inspection may be in person or by agent or attorney, at a reasonable time and
for a proper purpose.  Only books and records of account, minutes, and the
record of shareholders directly connected to the stated purpose of the
inspection may be inspected or copied.

                                   ARTICLE XI

                         Annual Report to Shareholders
                         -----------------------------

          (1) The Board of Directors shall send an annual report to the
shareholders not later than 180 days after the close of the fiscal year or the
date on which notice of the annual meeting in the next fiscal year is sent,
whichever is first.  The annual report shall contain a balance sheet as of the
end of the fiscal year and an income statement and statement of changes in
financial position for the fiscal year, accompanied by a report on the fiscal
year by independent accountants or, if there is no such report, the certificate
of an authorized officer of the Corporation that the statements were prepared
without audit from the books and records of the Corporation.  If the Corporation
has less than 100 holders of record of its shares, it shall be exempt from this
requirement.

                                       15


          (2) In addition to the financial statement required by (1) of this
Article, unless a corporation has a nonexempt class of securities registered
under Section 12 of the Securities Exchange Act of 1934 or files reports under
Sections 7(c), 8(c) and 28 of the Alaska Native Claims Settlement Act, the
annual report of a corporation having 100 or more holders of record of its
shares shall also briefly describe;

              (a) all transactions, excluding compensation of officers and
directors, during the previous fiscal year involving an amount in excess of
$40,000, other than contracts let at competitive bid or services rendered at
prices regulated by law, to which the corporation or its parent or subsidiary
was a party, and in which a director or officer of the corporation or of a
subsidiary or, if known to the corporation, its parent, or subsidiary, a holder
of more than 10 percent of the outstanding voting shares of the corporation had
a direct or indirect material interest; the report shall include the name of the
person, the person's relationship to the corporation, the nature of the person's
interest in the transaction and, if practicable, the amount of the interest; in
the case of a transaction with a partnership of which the person is a partner,
only the interest of the partnership need be stated;

              (b) the amount and circumstances of indemnifications or advances
aggregating more than $10,000 paid during the fiscal year to an officer or
director of the Corporation required.

          (3) A shareholder or shareholders holding at least five percent of the
outstanding shares of a class of the Corporation may make a written request to
the Corporation for an income statement of the Corporation for the three-month,
six-month, or nine-month period of the current fiscal year ended more than 30
days before the date of the request and a balance sheet of the Corporation as of
the end of the period and, in addition, if an annual report for the last fiscal
year has not been sent to shareholders, the statements required by (1) of this
Article for the last fiscal year.  The statement shall be delivered or mailed to
the person making the request within thirty days of the request.  A copy of the
statements shall be kept on file in the principal office of the Corporation for
twelve months and they shall be exhibited at all reasonable times to a
shareholder demanding an examination of the statements or a copy of the
statements shall be mailed to that shareholder.

          (4) The Corporation shall, upon the written request of a shareholder,
mail to the shareholder a copy of the last annual, semi-annual or quarterly
income statement that it has prepared and a balance sheet as of the end of the
period.

          (5) The quarterly income statements and balance sheets referred to in
this section shall be accompanied by any report on those statements by
independent accountants engaged by the Corporation or the certificate of an
authorized officer of the Corporation that the financial statements were
prepared without audit from the books and records of the Corporation.

                                  ARTICLE XII

                                   Amendments
                                   ----------

                                       16


          (1) By Directors:  The Board of Directors shall have power to make,
              ------------
alter, amend and repeal the Bylaws of this Corporation unless such power is
reserved to the shareholders by the Articles of Incorporation.

          (2) Emergency Bylaws:  The Board of Directors may adopt emergency
              ----------------
Bylaws, subject to repeal or change by action of the shareholders, which shall
be operative during any emergency in the conduct of the business of the
Corporation resulting from an attack on the United States or any nuclear or
atomic disaster.

                                  ARTICLE XIII

                                     Bylaws
                                     ------

          The Corporation shall keep at its principal executive office in this
state or, if its principal executive office is not in this state, at its
principal business office in this state, the original or a copy of its Bylaws
with amendments to date, that shall be open to inspection by the shareholders at
all reasonable times during office hours.  If the principal executive office of
the Corporation is outside this state and the corporation has no principal
business office in this state, it shall upon the written request of a
shareholder furnish to a shareholder a copy of the Bylaws with amendments to
date.

EX-3.75

                                                                    EXHIBIT 3.75

                         CERTIFICATE OF INCORPORATION

                                      OF

                              S. J. KESSLER, INC.



             PURSUANT TO ARTICLE TWO OF THE STOCK CORPORATION LAW


     WE, THE UNDERSIGNED, desiring to form a corporation, pursuant to the
provisions of the Stock Corporation Law, all being of full age, at least two-
thirds being citizens of the United States, and at least one of us a resident of
the State of New York, do hereby make, subscribe, acknowledge and file this
certificate for that purpose and certify:

     FIRST.   The name of the proposed corporation is

                              S. J. KESSLER, INC.

     SECOND.  The purposes for which it is to be formed are:

              (a) To carry on the business of architects and designers of
buildings and structures of all kinds; the preparation and furnishing of plans,
designs or other drawings and specifications, including estimates of cost, for
the erection, alteration or repairs of buildings and structures of any kind and
description, and also the supervision and inspection of such work.
             (b) To carry on a general engineering and construction business; to
plan, design, make, construct, build, erect, equip, improve, repair and alter
either in whole or in part any and all kinds of buildings, foundations,
structures of every kind, and to make and enter into any and all kinds of
contracts for the doing of any of said things; to take, acquire, hold or
maintain, work, develop, sell, convey, lease, mortgage, exchange, improve and
otherwise deal in and dispose of real property or any interests and rights
therein.


     THIRD.  The amount of the capital stock is Five Hundred Dollars ($500)
divided into five (5) shares of the par value of $100 each.

     FOURTH.  The number of shares of which the capital stock shall consist
is five (5), and the amount of capital with which said corporation will begin
business is five hundred dollars ($500).

     FIFTH.  The Borough of Bronx in the County of Bronx, City and State of New
York, is the place in which its principal business office is to be located.

     SIXTH.  Its duration is to be perpetual.

     SEVENTH.  The number of its directors is to be three (3).

     EIGHTH.  The names and post office addresses of the directors until the
first annual meeting of stockholders are as follows, viz.,


                                                       
NAMES                                                     POST OFFICE ADDRESSES

Henry G. Schackno                                         360 East 166th Street
                                                          Borough of Bronx
                                                          New York, N.Y.

Irving Miller                                             2254 Davidson Avenue
                                                          Borough of Bronx
                                                          New York, N.Y.

Grace L. Heasley                                          1447 Pacific Street
                                                          Borough of Brooklyn
                                                          New York, N.Y.

     NINTH.  The names and post office addresses of each subscriber of this
certificate, and a statement of the number of shares of stock which each agrees
to take in the corporation, are as follow:

                                       2




NAMES                      POST OFFICE ADDRESSES            NUMBER OF SHARES
                                                             
Henry G. Schackno          360 East, 166th Street                   3
                           Borough of Bronx
                           New York, N.Y.

Irving Miller              2254 Davidson Avenue                     1
                           Borough of Bronx
                           New York, N.Y.

Grace L. Heasley           1447 Pacific Street                      1
                           Borough of Brooklyn
                           New York, N.Y.


     TENTH.  That at least one of the persons named as a director is a citizen
of the United States and a resident of the State of New York.

     IN WITNESS WHEREOF, we have made, signed and acknowledged this Certificate
this ___ day of ______________, 1926.

                                             ___________________________(L.S.)

                                             ___________________________(L.S.)

                                             ___________________________(L.S.)

                                       3


State of New York     )

                      ) SS.

County of New York    )

     On this ____ day of _____________, 19__ before me personally came HENRY J.
SCHACKNO, IRVING MILLER and GRACE L. HEASLEY to me personally known, and known
to me to be the individuals described in and who executed the foregoing
Certificate and they severally duly acknowledged to me that they executed the
same.


                              -------------------------------------------------
                              Notary Public, Kings County,
                              Cert. filed in New York Co.#45

                                       4


                    THE UNIVERSITY OF THE STATE OF NEW YORK


STATE OF NEW YORK  :
                   :  ss.:
COUNTY OF ALBANY   :

     In accordance with the provisions of section 805 of the Business
Corporation Law, consent is hereby given to the change of name of DRAVO VAN
HOUTEN, INC. to WEHRAN-NEW YORK, INC. contained in the annexed certificate of
amendment to the certificate of incorporation.

     This consent to filing, however, shall not be construed as approval by the
Board of Regents, the Commissioner of Education or the State Education
Department of the purposes or objects of such corporation, nor shall it be
construed as giving the officers or agents of such corporation the right to use
the name of the Board of Regents, the Commissioner of Education, the University
of the State of New York or the State Education Department in its publications
or advertising matter.

                            IN WITNESS WHEREOF this instrument is executed and
                              the seal of the State Education Department is
                              affixed this 5th day of March, 1987.

                              Gordon M. Ambach
                              Commissioner of Education


                              By:


                              James H. Whitney
                              Acting Counsel


                            CERTIFICATE OF AMENDMENT
                      OF THE CERTIFICATE OF INCORPORATION
                                       OF
                             DRAVO VAN HOUTEN, INC.
               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     WE, THE UNDERSIGNED OFFICERS, of Dravo Van Houten, Inc. hereby certify and
set forth:

     FIRST:  The name of the corporation is Dravo Van Houten, Inc. (the
"Corporation").  The name under which the Corporation was formed is S.J.
Kessler, Inc.

     SECOND:  The certificate of incorporation of the Corporation was filed by
the Department of State, Albany, New York, on the 4th day of August 1926.

     THIRD:  The certificate of incorporation of Dravo Van Houten, Inc. is
hereby amended to effect a change in the corporate name pursuant to Section
80l(b)(l) of the Business Corporation Law.

     FOURTH:  Article FIRST of the certificate of incorporation of the
corporation is hereby amended to read in its entirety as follows:

          "FIRST:  The name of the corporation is
          Wehran-New York, Inc."

     FIFTH:  This amendment to the certificate of incorporation of the
Corporation was duly authorized at a meeting of the board of directors of the
Corporation followed by the written consent of the sole shareholder of the
Corporation.


     IN WITNESS WHEREOF, we have signed this certificate of amendment on the
____ day of January, 1987 and we affirm the statements contained therein as true
under penalties of perjury.

                              DRAVO VAN HOUTEN, INC.


                              /s/ R.J. Colleran
                              _________________________________________________
                              R.J. Colleran - President


                              /s/ Edward Agoglia
                              _________________________________________________
                              Edward Agoglia - Assistant Secretary












                                       2

EX-3.76

                                                                    EXHIBIT 3.76
                                                                    ------------

                                    BY-LAWS

                                       OF

                             WEHRAN-NEW YORK, INC.

                             A New York Corporation

                              AMENDED AND RESTATED

                            as of September 1, 1992



                                    BY-LAWS

                                       OF

                             WEHRAN-NEW YORK, INC.

                                   ARTICLE 1.

                                    OFFICES

     The registered office of the Corporation shall be located at 666 East Main
Street, Middletown, New York 10940, or such other location as shall be selected
by the Board of Directors.  The Corporation may also have offices at such other
places as the Board of Directors may determine.

                                   ARTICLE 2.

                             SHAREHOLDERS' MEETINGS

     2.1.  Annual Meetings.  The annual meeting of the shareholders shall be
           ---------------
held on the first Monday of March each year, at 10:00 o'clock A.M., or at such
other date and time as the Board of Directors may designate, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting.  If the day fixed for the annual meeting shall be a legal
holiday, such a meeting shall be held on the next business day.  If the election
of directors is not held on the day designated herein for the annual meeting of
the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the shareholders as soon
as practicable thereafter.

     2.2.  Special Meetings.  A special meeting of the shareholders, for any
           ----------------
purpose or purposes, may be called by the President, the Board of Directors, or
the holders of not less than one-fifth of the outstanding shares (or any
shareholder) of the Corporation entitled to vote at the meeting.

     2.3.  Place of Meeting.  The Board of Directors may designate any place,
           ----------------
within the State of New York or elsewhere as the place for an annual meeting or
a special meeting called by the Board of Directors.  If no designation is made,
or if a special meeting is otherwise called, the meeting shall be held at the
registered office of the Corporation in New York.

     2.4.  Fixing Record Date.  The Board of Directors may fix, in advance, a
           ------------------
date as the record date for the purpose of determining the shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payments of any dividend or the allotment of any rights, or for the purpose of
any other action.

                                       1


     2.5.  Notice of Meeting.  Written notice of every meeting of the
           -----------------
shareholders shall be given by, or at the direction of, the Secretary or other
authorized person to each shareholder of the record entitled to vote at the
meeting not less than ten (10) days nor more than sixty (60) in advance for any
meeting.  The notice shall specify the place, day and hour of the meeting.
Notice of each meeting shall also be mailed to shareholders not entitled to
vote, but lack of such notice shall not affect the legality of any meeting
otherwise properly called and noticed.

     2.6.  Quorum.  A majority of the outstanding shares of the Corporation
           ------
entitled to vote, represented in person or by proxy shall constitute a quorum at
a meeting of shareholders.

     2.7.  Voting Requirements.  Except as otherwise specifically provided in
           -------------------
these By-laws, the Articles of Incorporation or by statute, the affirmative vote
at a meeting of shareholders duly held and at which a quorum is present, of a
majority of the voting power of the shares represented at such meeting which are
entitled to vote thereat, shall be the act of the shareholders.

     2.8.  Telephone Meetings.  One or more shareholders may participate in a
           ------------------
meeting of shareholders by use of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear one another.

     2.9.  Action by Written Consent.  Any action required or permitted to be
           -------------------------
taken at a meeting of the shareholders may be taken without a meeting if, prior
or subsequent to the action, consent thereto by all of the shareholders in
office is filed with the Secretary of the Corporation.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     3.1.  General Powers.  The business, property and affairs of the
           --------------
Corporation shall be managed by its Board of Directors.

     3.2.  Number and Term of Office.  The Board of Directors shall consist of
           -------------------------
such number of directors, not less than one, as may be determined from time to
time by the Board.  Directors shall be elected at the annual meeting of
shareholders.  The term of office of each director shall be until the next
annual meeting of shareholders and the election and qualification of his
successor or until his earlier death, resignation or removal.

     3.3.  Regular Meetings.  A regular meeting of the Board of Directors shall
           ----------------
be held without other notice immediately after and at the same place as the
annual meeting of the shareholders..  The Board of Directors may determine the
time and place for the holding of additional regular meetings without other
notice than by resolution.

     3.4.  Special Meetings.  A special meeting of the Board of Directors may be
           ----------------
called by or at the request of the President or a majority of the Board of
Directors, and shall be held at such place as the Board of Directors may
determine or as may be designated in the notice of the meeting.

                                       2


     3.5.  Notice for Special Meetings.  Written notice of any special meeting
           ---------------------------
shall be given at least forty-eight (48) hours before the time fixed for the
meeting.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting.

     3.6.  Quorum.  A majority of the number of directors shall constitute a
           ------
quorum at any meeting of the Board of Directors.

     3.7.  Voting.  The act of the majority of the directors present and voting
           ------
at a meeting at which a quorum is present shall be the act of the Board of
Directors.

     3.8.  Action by Written Consent.  Any action required or permitted to be
           -------------------------
taken at a meeting of the directors may be taken without a meeting if, prior or
subsequent to the action, consent thereto by all of the directors in office is
filed with the Secretary of the Corporation.

     3.9.  Telephone Meetings.  One or more directors may participate in a
           ------------------
meeting of the Board of Directors by use of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear one another.

     3.10.  Committees.  The Board of Directors, by resolution adopted by a
            ----------
majority of the Board, may appoint two or more directors to constitute an
executive committee or other committee.  Any such committee shall have and may
exercise such authority of the Board of Directors as shall be provided by
resolution of the Board of Directors.

     3.11.  Resignation.  Any director of the Corporation may resign at any time
            -----------
by giving written notice to the President of the Corporation.  Such resignation
shall take effect at the time specified therein.  Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     3.12.  Vacancies.  Any vacancies occurring on the Board of Directors may be
            ---------
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors.  A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual meeting or at a special meeting
of shareholders called for that purpose.

     3.13.  Compensation.  The Board of Directors shall have authority to fix
            ------------
the compensation of directors, including reasonable allowance for expenses
actually incurred in connection with their duties.

     3.14.  Removal.  Any director may be removed from the Board of Directors by
            -------
affirmative vote of the shareholders holding a majority of the voting stock.
Such action may be taken at any annual meeting or any special meeting at which
due notice of the proposed removal shall have been duly given to the
shareholders together with or as a part of the notice of the meeting.  Such
removal may be accomplished with or without cause, but the director involved

                                       3


shall be given an opportunity to be present and to be heard at the meeting at
which his removal is considered.

                                   ARTICLE 4.

                                    OFFICERS

     4.1.  Number.  The officers of the Corporation shall be a President,
           ------
Secretary, Treasurer and such other officers as the Board of Directors may
determine from time to time.  An individual may hold more than one office if so
appointed by the Board of Directors.

     4.2.  Election and Term of Office.  The officers of the Corporation shall
           ---------------------------
be elected by the Board of Directors at the regular meeting of the Board of
Directors held after each annual meeting of shareholders.  If the election of
officers is not held at such meeting, such election shall be held as soon as
practicable thereafter.  Each officer shall hold office until his successor has
been duly elected and qualified or until his earlier death, resignation or
removal.

     4.3.  Powers and Duties.  The powers and duties of each officer shall be as
           -----------------
provided from time to time by the Board of Directors.  In the absence of such
provisions, each officer shall have the powers and shall discharge the duties
customarily incident to his office.

     4.4.  Removal.  Any officer may be removed by the Shareholders at any time
           -------
with or without cause and with or without notice by a resolution adopted by a
majority of the Shareholders.

     4.5.  Vacancies.  A vacancy in any office because of death, resignation,
           ---------
removal or otherwise, may be filled by the Shareholders for the unexpired
portion of the term.

     4.6.  Salaries.  The salaries of the officers shall be fixed from time to
           --------
time by the Shareholders.

                                   ARTICLE 5.

                        SHARE CERTIFICATES AND TRANSFERS

     5.1.  Share Certificates.  Share certificates shall be in such form as
           ------------------
determined by the Board of Directors.  Such certificates shall be signed by the
President and the Secretary and sealed with the corporate seal.  All
certificates for shares shall be consecutively numbered or otherwise identified.

     5.2.  Transfer of Shares.  The Corporation shall maintain a stock transfer
           ------------------
book, and any transfer involving certificated shares shall be registered therein
only on request and on surrender of the share certificate representing the
transferred shares, duly endorsed.  The Corporation shall have the absolute
right to recognize as the owner of any shares of stock issued by it, the person
or persons in whose name the certificate representing such shares stands
according to the books of

                                       4


the Corporation for all proper corporate purposes, including the voting of the
shares at an annual or special meeting of the shareholders and the issuance and
payment of dividends on such shares.

     5.3.  Loss or Destruction of Share Certificate.  In case of loss or
           ----------------------------------------
destruction of a certificate of stock, no new certificate shall be issued in
lieu thereof except upon satisfactory proof to the Board of Directors of such
loss or destruction; and, if required by said directors, upon the giving of
satisfactory security by bond or otherwise against loss to the Corporation.  Any
such new certificate shall be plainly marked "Duplicate" upon its face.

     5.4.  Holders of Record.  The Corporation shall be entitled to treat the
           -----------------
holder of record of any share or shares of stock of the Corporation as the
holder and owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the laws of the State of New
York.

                                   ARTICLE 6.

                    CORPORATE RECORDS AND FINANCIAL REPORTS

     6.1.  Corporate Records.  The Corporation shall keep at its registered
           -----------------
office or principal place of business an original or a copy of the proceedings
of the shareholders and the Board of Directors; its Bylaws, including all
amendments thereto, certified by the Secretary; and its share register, giving
the name and address of each shareholder and the number of shares held by each.

     6.2.  Financial Reports to Shareholders.  Except as agreed between and
           ---------------------------------
Corporation and the shareholders, pursuant to applicable law, the Corporation is
not required to furnish annual financial statements to the shareholders.

                                   ARTICLE 7.

               LIABILITY, INDEMNIFICATION, ADVANCED EXPENSES AND
                                   INSURANCE

     7.1.  Limitation of Director Liability.  A director of the Corporation
           --------------------------------
shall not be personally liable for monetary damages in his capacity as a
director, for any action taken, or failure to take any action, unless (1) such
director has breached or failed to perform the duties of his office as provided
by statute, and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness; provided, however, that this Section 8.1
shall not apply to the responsibility or liability of a director pursuant to any
criminal statute, or for the payment of taxes pursuant to local, state or
federal law.

     7.2.  Indemnification of Corporate Representatives.  The Corporation shall
           --------------------------------------------
indemnify to the full extent authorized or permitted by the laws of the State of
New York 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 by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation or is or was

                                       5


serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.

     7.3.  Determination of Entitlement to Indemnification.  Any indemnification
           -----------------------------------------------
under Section 7.2 of this Article (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 person seeking indemnification is proper in the
circumstances because such person has either met the applicable standard of
conduct set forth in Section 7.1, and that the amount requested has been
actually and reasonably incurred.  Such determination shall be made:

          (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding;
or
          (2) if such a quorum is not obtainable, or, even if obtainable, if a
majority vote of such a quorum so directs, by independent legal counsel in a
written opinion; or
          (3) by the shareholders holding a majority of the voting stock.

     7.4.  Advanced Expenses.  Expenses incurred in defending a civil or
           -----------------
criminal action, suit or proceeding may be paid on behalf of a corporate
representative by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, suitable in form and
substance to the Corporation, by or on behalf of such person 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.  The financial
ability of such person to make such repayment shall not be a prerequisite to the
making of an advance.

     7.5.  Non-Exclusivity.  (a) The right to indemnification and advancement of
           ---------------
expenses provided pursuant to applicable law (or this Article) shall not be
deemed exclusive of any other rights to which a corporate representative seeking
indemnification or advancement may be entitled under any By-law, agreement, vote
of shareholders or directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding the
applicable office; provided, however, that no indemnification pursuant to this
Section 7.5 shall be made in any case where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

     (b)  Except as provided in subsection (a) above, indemnification pursuant
to this Section 7.6 may be granted for any action taken or any failure to take
action, whether or not the Corporation would have the power to indemnify the
person under applicable law, and whether or not the indemnified liability arises
or arose from any threatened, pending or completed action by a third party or by
or in the right of the Corporation.

     7.6.  Scope and Survival of Rights.  The indemnification of persons, as
           ----------------------------
authorized by this Article, shall:  (1) continue as to a person who has ceased
to be a corporate representative for acts done while a corporate representative;
(2) inure to the benefit of the heirs, executors and administrators of such a
person; and (3) apply to actions, suits and proceedings commenced after the
adoption hereof, whether arising from acts or omissions occurring before or
after the adoption hereof.

                                       6


     7.7.  Reliance on Provisions.  Each corporate representative shall be
           ----------------------
deemed to be acting in reliance upon the rights of indemnification provided in
this Article.

     7.8.  Insurance.  The Corporation may purchase and maintain insurance to
           ---------
protect itself, a corporate representative, or another corporation, partnership,
joint venture, trust or other enterprise, or any employee benefit plan
established by the Corporation or administrative committee existing thereunder,
against any liability or expense asserted against or incurred by such person in
his capacity as such, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person under applicable law
or this Article.

                                   ARTICLE 8.

                             EXECUTION OF DOCUMENTS

     8.1.  Checks, Notes, etc.  The Board of Directors shall from time to time
           ------------------
designate one or more officers or agents of the Corporation who shall have
power, in its name, to sign and endorse checks and other negotiable instruments
and to borrow money for the Corporation, and in its name, to make notes or other
evidences of indebtedness.

     8.2.  Voting Securities Owned by Corporation.  Securities having voting
           --------------------------------------
power in any other corporation owned by this Corporation shall be voted by the
President, unless the Board confers authority to vote with respect thereto,
which may be general or confined to specific investments, upon some other
person.  Any person authorized to vote securities shall have the power to
appoint proxies, with general power of substitution.

                                   ARTICLE 9.

                                     NOTICE

     Any notice required or permitted to be given to any director, officer, or
shareholder under these By-laws shall be in writing and shall be deemed to have
been delivered if delivered in person or if sent by United States mail or by
telegraph, charges prepaid, telex or telefax addressed to such person at the
address shown on the records of the Corporation or supplied by him to the
Corporation for the purpose of notice.  If such notice is sent by mail or
telegraph, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mailed or with the telegraph office for
transmission to such person.

                                  ARTICLE 10.

                                  FISCAL YEAR

     The fiscal year of the Corporation shall normally be every fifty-two (52)
weeks with the first year end of October 2, 1988 unless otherwise determined by
the Board of Directors.  Every fourth year, beginning with the year ending
September 29, 1991 the fiscal year shall be fifty-three (53) weeks.

                                       7


                                  ARTICLE 11.

                                   DIVIDENDS

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

                                   ARTICLE 12.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

                                       8

EX-3.77

                                                                    EXHIBIT 3.77
                                                                    ------------

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      FOR
                        ORGANIC WASTE TECHNOLOGIES, INC.
                           (Pursuant to Section 245)
                     (Originally incorporated July 5, 1989)

                                   ARTICLE I
                                      NAME

                        The name of the corporation is:

                        ORGANIC WASTE TECHNOLOGIES, INC.

                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

     The address for the corporation's registered office in the State of
Delaware is 1209 Orange Sweet, Wilmington, New Castle County, Delaware. The name
of its registered agent at such address is The Corporation Trust Company.

                                  ARTICLE III
                                    PURPOSES

     The purposes for which the corporation is organized are:

     To transact any business and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware, as amended, or which may be authorized in the future by amendment
thereto.

                                   ARTICLE IV
                                 CAPITAL STOCK

     Capitalization.  The corporation shall have the authority to issue Four
     --------------
Million Six Hundred Fifty-Eight Thousand Five Hundred Nineteen (4,658,519)
shares, all of which shall be designated Common Stock, par value $.0l per share
(the "Common Stock"). Fully paid stock of this corporation of any class shall
not be liable for further call or assessment. The authorized shares of each
class shall be issued at the discretion of the Directors. Each share of Common
Stock shall be equal to every other share of Common Stock. Each outstanding
share of Common Stock of the corporation shall be entitled to one vote on each
matter submitted to a vote at the meeting of the stockholders. Each holder of
shares of Common Stock shall be entitled to vote his or its shares in person or
by proxy, executed in writing by such stockholder, or by his duly authorized
attorney-in-fact. At each election of directors, every stockholder entitled to
vote in such election shall have the right to vote, in person or by proxy, the
number of shares owned by him or it for as many persons as there are Directors
to be elected and for whose election he or it


has the right to vote, but the stockholder shall have no right to accumulate his
or its votes with regard to such election.

                                   ARTICLE V

                     Article V is intentionally left blank.

                                   ARTICLE VI

                    Article VI is intentionally left blank.

                                  ARTICLE VII

            The period of duration of the corporation is perpetual.

                                  ARTICLE VIII
                             ELECTION OF DIRECTORS

     Elections of directors of the corporation need not be by written ballot
unless the By-Laws of the corporation shall so provide.

                                   ARTICLE IX
                            MEETINGS OF SHAREHOLDERS

     Meetings of shareholders of the corporation may be held within or outside
of the State of Delaware, as the By-Laws of the corporation may provide.

                                   ARTICLE X
                        PERSONAL LIABILITY OF DIRECTORS

     The corporation eliminates the personal liability of each member of its
board of directors to the corporation or its stockholders for monetary damages
for breach of fiduciary duty a director, provided that the foregoing shall not
eliminate the liability of a director (i) for any breach of such director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of Title 8 of the Delaware Code or (iv) for any
transaction from which such director derived an improper personal benefit.

                                   ARTICLE XI
                                INDEMNIFICATION

     (a) 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 he or she 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,

                                       2


against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she 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 that his or her 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 which he or she 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 his or her conduct was
unlawful.

     (b) 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 or she 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 attorney's
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and 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.

     (c) To the extent that any person described in subsection (a) and (b) of
this Article XI has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in said subsections, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith

     (d) Any indemnification under subsections (a) and (b) of this Article XI
(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 he or she has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this Article XI. Such determination shall be made:  (1) by the Board of
Directors by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     (e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such

                                       3


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 be ultimately be
determined that he or she is not entitled to be indemnified by the corporation
as authorized in this Article XI. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Article XI 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, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

     (g) The corporation may 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 him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of this Article XI.

     (h) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article XI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (i) If any word, clause or provision of this Article XI or any aware made
hereunder shall for any reason be determined to be invalid, the provisions
hereof, shall not otherwise be affected thereby but shall remain in full force
and effect.

     (j) The intent of this Article XI is to provide for the indemnification and
advancement of expenses to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware. To the extent that such Section or any
successor section may be amended or supplemented from time to time, this Article
XI shall be amended automatically and construed so as to permit indemnification
and advancement of expenses to the fullest extent from time to time permitted by
law.

                                  ARTICLE XII
                                   AMENDMENTS

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by the Delaware statutes, and all
rights conferred upon shareholders herein are granted subject to this
reservation.

                                       4

EX-3.78

                                                                    EXHIBIT 3.78
                                                                    ------------

                                   By-Laws of

                        Organic Waste Technologies, Inc.

                             A Delaware Corporation


                                                   Dated:  July 6, 1989


                               TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                                                                         
ARTICLE I MEETINGS OF STOCKHOLDERS........................................... 1

            Section 1.  Place of Meetings.................................... 1
            Section 2.  Annual Meeting....................................... 1
            Section 3.  Special Meetings..................................... 1
            Section 4.  Notice of Meetings................................... 1
            Section 5.  Voting List.......................................... 2
            Section 6.  Quorum............................................... 2
            Section 7.  Adjournments......................................... 2
            Section 8.  Action at Meetings................................... 2
            Section 9.  Voting and Proxies................................... 2
            Section 10. Action Without Meeting............................... 2

ARTICLE II DIRECTORS                                                          3

            Section 1.  Number, Election, Tenure and Qualification........... 3
            Section 2.  Enlargement.......................................... 3
            Section 3.  Vacancies............................................ 3
            Section 4.  Resignation and Removal.............................. 4
            Section 5.  General Powers....................................... 4
            Section 6.  Chairman of the board................................ 4
            Section 7.  Place of Meetings.................................... 4
            Section 8.  Regular Meetings..................................... 4
            Section 9.  Special Meeting...................................... 4
            Section 10. Quorum, Action at Meeting, Adjournments.............. 4
            Section 11. Action by Consent.................................... 5
            Section 12. Telephonic Meetings.................................. 5
            Section 13. Committees........................................... 5
            Section 14. Compensation......................................... 5

ARTICLE III OFFICERS                                                          6

            Section 1.  Enumeration.......................................... 6
            Section 2.  Election............................................. 6
            Section 3.  Tenure............................................... 6
            Section 4.  President............................................ 6
            Section 5.  Vice-Presidents...................................... 7
            Section 6.  Secretary............................................ 7
            Section 7.  Assistant Secretaries................................ 7
            Section 8.  Treasurer............................................ 7
            Section 9.  Assistant Treasurers................................. 8






                                                                            Page
                                                                            ----
                                                                         
            Section 10. Bond................................................. 8

ARTICLE IV NOTICES                                                            8

            Section 1.  Delivery............................................. 8
            Section 2.  Waiver of Notice..................................... 8

ARTICLE V INDEMNIFICATION                                                     8

            Section 1.  Actions other than by or in the Right of the
                        Corporation.......................................... 8
            Section 2.  Actions by or in the Right of the Corporation........ 9
            Section 3.  Success on the Merits................................ 9
            Section 4.  Specific Authorization............................... 9
            Section 5.  Advance Payment......................................10
            Section 6.  Non-Exclusivity......................................10
            Section 7.  Insurance............................................10
            Section 8.  Continuation of Indemnification and Advancement of
                        Expenses.............................................10
            Section 9.  Severability.........................................10
            Section 10. Intent of Article....................................10

ARTICLE VI CAPITAL STOCK                                                     11

            Section 1.  Certificates of Stock................................11
            Section 2.  Lost Certificates....................................11
            Section 3.  Transfer of Stock....................................11
            Section 4.  Record Date..........................................11
            Section 5.  Registered Stockholders..............................12

ARTICLE VII CERTAIN TRANSACTIONS.............................................12

            Section 1.  Transactions with Interested Parties.................12
            Section 2.  Quorum...............................................13

ARTICLE VIII GENERAL PROVISIONS..............................................13

            Section 1.  Dividends............................................13
            Section 2.  Reserves.............................................13
            Section 3.  Checks...............................................13
            Section 4.  Fiscal Year..........................................13
            Section 5.  Seal.................................................13

ARTICLE XI AMENDMENTS........................................................14


                                      ii


                        Organic Waste Technologies, Inc.

                                   * * * * *

                                    BY-LAWS

                                   * * * * *

                                   ARTICLE I

                            MEETINGS OF STOCKHOLDERS

          Section 1.  Place of Meetings.  All meetings of the stockholders shall
                      -----------------
be held at such place within or without the State of Delaware as may be fixed
from time to time by the board of directors or the chief executive officer, or
if not so designated, at the registered office of the corporation.

          Section 2.  Annual Meeting.  Annual meetings of stockholders shall be
                      --------------
held on the first Monday in October in each year, if not a legal holiday, and if
a legal holiday, then on the next secular day following, at 10:00 a.m., or at
such other date and time as shall be designated from time to time by the board
of directors or the chief executive officer, at which meeting the stockholders
shall elect, by a plurality vote, a board of directors and shall transact such
other business as may properly be brought before the meeting.  If no annual
meeting is held in accordance with the foregoing provisions, the board of
directors shall cause the meeting to be held as soon thereafter as convenient,
which meeting shall be designated a special meeting in lieu of annual meeting.

          Section 3.  Special Meetings.  Special meetings of the stockholders,
                      ----------------
for any purpose or purposes, may, unless otherwise prescribed by statute or by
the certificate of incorporation, be called by the board of directors or the
chief executive officer and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote.  Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting shall be limited to matters relating
to the purpose or purposes stated in the notice of meeting.

          Section 4.  Notice of Meetings.  Except as otherwise provided by law,
                      ------------------
written notice of each meeting of stockholders, annual or special, stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less
than ten or more than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting.

                                       1


          Section 5.  Voting List.  The officer who has charge of the stock
                      -----------
ledger of the corporation shall prepare and make, at least ten 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, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city or town where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or , if not so specified, at the place where the meeting is to be held.
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.

          Section 6.  Quorum.  The holders of a majority in amount of the stock
                      ------
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute, the certificate of incorporation or these by-laws.  Where a separate
vote by a class or classes is required, a majority in amount of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter.

          Section 7.  Adjournments.  Any meeting of stockholders may be
                      ------------
adjourned from time to time to any other time and to any other place at which a
meeting of stockholders may be held under these by-laws, which time and place
shall be announced at the meeting, by a majority of the stockholders present in
person or represented by proxy at the meeting and entitled to vote, though less
than a quorum, or, if no stockholder is present or represented by proxy, by any
officer entitled to preside at or to act as secretary of such meeting, without
notice other than announcement at the meeting, until a quorum shall be present
or represented.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting.  If the adjournment is for more than thirty 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 8.  Action at Meetings.  When a quorum is present at any
                      ------------------
meeting, the vote of the holders of a majority in amount of the stock present in
person or represented by proxy and entitled to vote on the matter (or where a
separate vote by a class or classes is required, the vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting) shall decide any matter (other than the election of directors) brought
before such meeting, unless the matter is one upon which, by express provision
of law, the certificate of incorporation or these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such matter.  Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.

          Section 9.  Voting and Proxies.  Unless otherwise provided in the
                      ------------------
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote

                                       2


for each share of capital stock having voting power held of record by such
stockholder. Each stockholder entitled to vote 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 him 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.

          Section 10.  Action Without Meeting.  Any action required 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 such 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 (1) signed and
dated 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
(2) delivered to the corporation within sixty days of the earliest dated consent
by delivery to its registered office in the State of Delaware, (in which case
delivery shall be by hand or by certified or registered mail, return receipt
requested), its principal place of business, or an officer or agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded.  Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE II

                                   DIRECTORS

          Section 1.  Number, Election, Tenure and Qualification.  The number of
                      ------------------------------------------
directors which shall constitute the whole board shall be not less than one.
Within such limit, the number of directors shall be determined by resolution of
the board of directors or by the stockholders at the annual meeting or at any
special meeting of stockholders.  The directors shall be elected at the annual
meeting or at any special meeting of the stockholders, except as provided in
Section 3 of this Article, and each director elected shall hold office until his
successor is elected and qualified, unless sooner displaced.  Directors need not
be stockholders.

          Section 2.  Enlargement.  The number of the board of directors may be
                      -----------
increased at any time by vote of a majority of the directors then in office.

          Section 3.  Vacancies.  Vacancies and newly created directorships
                      ---------
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, unless sooner displaced.  If there are no directors in office, then
an election of directors may be held in the manner provided by statute.  In the
event of a vacancy in the board of directors, the remaining directors, except as
otherwise provided by law or these by-laws, may exercise the powers of the full
board until the vacancy is filled.

                                       3


          Section 4.  Resignation and Removal.  Any director may resign at any
                      -----------------------
time upon written notice to the corporation at its principal place of business
or to the chief executive officer or secretary.  Such resignation shall be
effective upon receipt, unless it is specified to be effective at some other
time or upon the happening of some other event.  Any director or the entire
board of directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors, unless
otherwise specified by law or the certificate of incorporation.

          Section 5.  General Powers.  The business and affairs of the
                      --------------
corporation shall be managed by its board of directors, which may exercise all
powers of the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

          Section 6.  Chairman of the board.  If the board of directors appoints
                      ---------------------
a chairman of the board, he shall, when present, preside at all meetings of the
stockholders and the board of directors.  He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.

          Section 7.  Place of Meetings.  The board of directors may hold
                      -----------------
meetings, both regular and special, either within or without the State of
Delaware.

          Section 8.  Regular Meetings.  Regular meetings of the board of
                      ----------------
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board; provided that any director who is
absent when such a determination is made shall be given prompt notice of such
determination.  A regular meeting of the board of directors may be held without
notice immediately after and at the sane place as the annual meeting of the
stockholders.

          Section 9.  Special Meeting.  Special Meetings of the board may be
                      ---------------
called by the chief executive officer, secretary, or on the written request of
two or more directors, or by one director in the event that there is only one
director in office.  Two days' notice to each director, either personally or by
telegram, cable, telecopy, commercial delivery service, telex or similar means
sent to his business or home address, or three days' notice by written notice
deposited in the mail, shall be given to each director by the secretary or by
the officer or one of the directors calling the meeting.  A notice or waiver of
notice of a meeting of the board of directors need not specify the purpose of
the meeting.

          Section 10.  Quorum, Action at Meeting, Adjournments.  At all meetings
                       ---------------------------------------
of the board a majority of directors then in office, but in no event less than
one third of the entire board, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation.  For purposes of this section, the term "entire board" shall mean
the number of directors last fixed by the stockholders or directors, as the case
may be, in accordance with the law and these by-laws; provided, however, that if
less than all the number so fixed of directors were elected, the "entire board"
shall mean the greatest number of directors so elected to hold office at any one
time pursuant to such authorization.  If a quorum shall not be present at any
meeting of the board

                                       4


of directors, a majority of the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

          Section 11.  Action by Consent.  Unless otherwise restricted by the
                       -----------------
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or 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, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

          Section 12.  Telephonic Meetings.  Unless otherwise restricted by the
                       -------------------
certificate of incorporation or these by-laws, members of the board of directors
or of any committee thereof may participate in a meeting of the board of
directors or of any committee, as the case may be, by means of conference,
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

          Section 13.  Committees.  The board of directors may, by resolution
                       ----------
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  Any such committee, to the extent provided in the resolution of
the board of directors, shall have and may exercise all the powers and authority
of the board of directors 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 in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation nor a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution designating such committee or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.  Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.  Each committee
shall keep regular minutes of its meetings and make such reports to the board of
directors as the board of directors may request.  Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these by-laws for the conduct of its business by the board of
directors.

          Section 14.  Compensation.  Unless otherwise restricted by the
                       ------------
certificate of incorporation or these by-laws, the board of directors shall have
the authority to fix from time to time the compensation of directors.  The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and the performance of their responsibilities as
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors and/or a stated salary as director.  No ration or its parent
or subsidiary corporations in any other

                                       5


capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.

                                  ARTICLE III

                                    OFFICERS

          Section 1.  Enumeration.  The officers of the corporation shall be
                      -----------
chosen by the board of directors and shall be a president, a secretary and a
treasurer and such other officers with such titles, terms of office and duties
as the board of directors may from time to time determine, including a chairman
of the board, one or more vice-presidents, and one or more assistant secretaries
and assistant treasurers.  If authorized by resolution of the board of
directors, the chief executive officer may be empowered to appoint from time to
time assistant secretaries and assistant treasurers.  Any number of offices may
be held by the same person, unless the certificate of incorporation or these by-
laws otherwise provide.

          Section 2.  Election.  The board of directors at its first meeting
                      --------
after each annual meeting of stockholders shall choose a president, a secretary
and a treasurer.  Other officers may be appointed by the board of directors at
such meeting, at any other meeting, or by written consent.

          Section 3.  Tenure.  The officers of the corporation shall hold office
                      ------
until their successors are chosen and qualify, unless a different term is
specified in the vote choosing or appointing him, or until his earlier death,
resignation or removal.  Any officer elected or appointed by the board of
directors or by the Chief executive officer may be removed at any time by the
affirmative vote of a majority of the board of directors or a committee duly
authorized to do so, except that any officer appointed by the chief executive
officer may also be removed at any time by the chief executive officer.  Any
vacancy occurring in any office of the corporation may be filled by the board of
directors, at its discretion.  Any officer may resign by delivering his written
resignation to the corporation at its principal place of business or to the
chief executive officer or the secretary.  Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event.

          Section 4.  President.  The president shall be the chief operating
                      ---------
officer of the corporation.  He shall also be the chief executive officer,
unless the board of directors otherwise provides.  The president shall, unless
the board of directors provides otherwise in a specific instance or generally,
preside at all meetings of the stockholders and the board of directors, have
general and active management of the business of the corporation and see that
all orders and resolutions of the board of directors are carried into effect.
The president shall execute bonds, mortgages, and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                                       6


          Section 5.  Vice-Presidents.  In the absence of the president or in
                      ---------------
the event of his inability or refusal to act, the vice-president, or if there be
more than one vice-president, the vice-presidents in the order designated by the
board of directors or the chief executive officer (or in the absence of any
designation, then in the order determined by their tenure in office) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president.  The vice-
presidents shall perform such other duties and have such other powers as the
board of directors or the chief executive officer may from time to time
prescribe.

          Section 6.  Secretary.  The secretary shall have such powers and
                      ---------
perform such duties as are incident to the office of secretary.  He shall
maintain a stock ledger and prepare lists of stockholders and their addresses as
required and shall be the custodian of corporate records.  The secretary shall
attend all meetings of the board of directors and all meetings of the
stockholders and record all the proceedings of the meetings of the corporation
and of the board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required.  He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as may
be from time to time prescribed by the board of directors or chief executive
officer, under whose supervision he shall be.  He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary.  The board of directors may give general authority to any officer to
affix the seal of the corporation and to attest the affixing by his signature.

          Section 7.  Assistant Secretaries.  The assistant secretary, or if
                      ---------------------
there be more than one, the assistant secretaries in the order determined by the
board of directors, the chief executive officer or the secretary (or if there be
no such determination, then in the order determined by their tenure in office),
shall, in the absence of the secretary or in the event of his inability to or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors, the chief executive officer or the secretary may from time to time
prescribe.  In the absence of the secretary or any assistant secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary or acting secretary to keep a record of the meeting.

          Section 8.  Treasurer.  The treasurer shall perform such duties and
                      ---------
shall have such powers as may be assigned to him by the board of directors or
the chief executive officer.  In addition, the treasurer shall perform such
duties and have such powers as are incident to the office of treasurer.  The
treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as may be
designated by the board of directors.  He shall disburse the funds of the
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the chief executive officer and the
board of directors, when the chief executive officer or board of directors so
requires, an account of all his transactions as treasurer and of the financial
condition of the corporation.

                                       7


          Section 9.  Assistant Treasurers.  The assistant treasurer, or if
                      --------------------
there shall be more than one, the assistant treasurers in the order determined
by the board of directors, the chief executive officer or the treasurer (or if
there be no such determination, then in the order determined by their tenure in
office), shall, in the absence of the treasurer or in the event of his inability
or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors, the chief executive officer or the treasurer may from time to time
prescribe.

          Section 10.  Bond.  If required by the board of directors, any officer
                       ----
shall give the corporation a bond in such sum and with such surety or sureties
and upon such terms and conditions as shall be satisfactory to the board of
directors, including, without limitation a bond for the faithful performance of
the duties of his office and for the restoration to the corporation of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control and belonging to the corporation.

                                   ARTICLE IV

                                    NOTICES

          Section 1.  Delivery.  Whenever, under the provisions of law, or of
                      --------
the certificate of incorporation or these by-laws, written notice is required to
be given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail.  Unless written notice by mail is required by law, written notice
may also be given by telegram, cable, telecopy, commercial delivery service,
telex or similar means, addressed to such director or stockholder at his address
as it appears on the records of the corporation, in which case such notice shall
be deemed to be given when delivered into the control of the persons charged
with effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee.  Oral
notice or other in hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

          Section 2.  Waiver of Notice.  Whenever any notice is required to be
                      ----------------
given under the provisions of law or of the certificate of incorporation or
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE V

                                INDEMNIFICATION

          Section 1.  Actions other than by or in the Right of the Corporation.
                      --------------------------------------------------------
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,

                                       8


administrative or investigative (other than an action by or in the right of the
corporation) 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 attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceedings, had no reasonable cause to believe his
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 which he 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 his conduct
was unlawful.

          Section 2.  Actions by or in the Right of the Corporation.  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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and 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 unless and only to the extent that the Court of Chancery of the State of
Delaware 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 of the State of Delaware
or such other court shall deem proper.

          Section 3.  Success on the Merits.  To the extent that any person
                      ---------------------
described in Section 1 or 2 of this Article V has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          Section 4.  Specific Authorization.  Any indemnification under Section
                      ----------------------
1 or 2 of this Article V (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections.  Such determination shall be made (1) by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable, or
even if obtainable a quorum of disinterested directors

                                       9


so directs, by independent legal counsel in a written opinion, or (3) by the
stockholders of the corporation.

          Section 5.  Advance Payment.  Expenses incurred in defending a civil
                      ---------------
or criminal action, suit or proceeding may 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 any person described in said Section to repay
such amount if it shall ultimately be determined that he is not entitled to
indemnification by the corporation as authorized in this Article V.

          Section 6.  Non-Exclusivity.  The indemnification and advancement of
                      ---------------
expenses provided by, or granted pursuant to, the other Sections of this Article
V shall not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

          Section 7.  Insurance.  The board of directors may authorize, buy a
                      ---------
vote of the majority of the full board, the corporation 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 servicing 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 him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article V.

          Section 8.  Continuation of Indemnification and Advancement of
                      --------------------------------------------------
Expenses.  The indemnification and advancement of expenses provided by, or
- --------
granted pursuant to, this Article V, shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          Section 9.  Severability.  If any word, clause or provision of this
                      ------------
Article V or any award made hereunder shall for any reason be determined to be
invalid, the other provisions hereof shall not otherwise be affected thereby but
shall remain in full force and effect.

          Section 10.  Intent of Article.  The intent of this Article V is to
                       -----------------
provide for indemnification and advancement of expenses to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware.  To the
extent that such Section or any successor section may be amended or supplemented
from time to time, this Article V shall be amended automatically and construed
so as to permit indemnification and advancement of expenses to the fullest
extent from time to time permitted by law.

                                      10


                                   ARTICLE VI

                                 CAPITAL STOCK

          Section 1.  Certificates of Stock.  Every holder of stock in the
                      ---------------------
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.  Any or all of
the signatures on the certificate may be a facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.  Certificates may be issued for partly paid
shares and in such case upon the face or back of the certificates issued to
represent any such partly paid shares, the total amount of the consideration to
be paid therefor, and the amount paid thereon shall be specified.

          Section 2.  Lost Certificates.  The board of directors may direct a
                      -----------------
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed.  When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of such new certificate.

          Section 3.  Transfer of Stock.  Upon surrender to the corporation or
                      -----------------
the transfer agent of the corporation of a certificate for shares, duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

          Section 4.  Record Date.  In order that the corporation may determine
                      -----------
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the board of directors may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be more than sixty days
nor less then ten days before the date of such meeting.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.
If no record date is fixed, 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 before the day on which notice is given, or, if
notice is waived, at the close

                                      11


of business on the day before the day on which the meeting is held. In order
that the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the board of directors may fix a
record date, which shall not precede the date upon which the resolution fixing
the record date is adopted by the board of directors, and which shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the board of directors. If no record date is fixed, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by statute, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation as provided in Section 10 of Article I. If no record date is fixed
and prior action by the board of directors is required, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
board of directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the board of directors may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted, and which shall be not more than sixty days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating to such purpose.

          Section 5.  Registered Stockholders.  The corporation shall be
                      -----------------------
entitled to recognize the exclusive right of a person registered on Its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                                  ARTICLE VII

                              CERTAIN TRANSACTIONS

          Section 1.  Transactions with Interested Parties.  No contract or
                      ------------------------------------
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction or solely because his or their
votes are counted for such purpose, if:

     (a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the board of directors or
the committee, and the board or committee in good faith authorizes the contract
or transaction by the affirmative vote of a

                                      12


majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

          Section 2.  Quorum.  Common or interested directors may be counted in
                      ------
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

          Section 1.  Dividends.  Dividends upon the capital stock of the
                      ---------
corporation, if any, may be declared by the board of directors at any regular or
special meeting or by written consent, pursuant to law.  Dividends may be paid
in cash, in property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation.

          Section 2.  Reserves.  The directors may set apart out of any funds of
                      --------
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

          Section 3.  Checks.  All checks or demands for money and notes of the
                      ------
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

          Section 4.  Fiscal Year. The fiscal year of the corporation shall be
                      -----------
fixed by resolution of the board of directors.

          Section 5.  Seal.  The board of directors may, by resolution, adopt a
                      ----
corporate seal.  The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware".  The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.  The seal may be altered from time to time by the board
of directors.

                                      13


                                   ARTICLE XI

                                   AMENDMENTS

     These by-laws may be altered, amended or repealed or new by-laws may be
adopted by the stockholders or by the board of directors, when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors provided,
however, that in the case of a regular or special meeting of stockholders,
notice of such alteration, amendment, repeal or adoption of new by-laws shall be
contained in the notice of such meeting.

                                      14


                     Register of Amendments to the By-Laws


Date                     Section Affected                       Change
- -------------------------------------------------------------------------------
                                                          

EX-3.79

                                                                    EXHIBIT 3.79
                                                                    ------------

                           ARTICLES OF INCORPORATION
                                       OF
                   ADVANCED ANALYTICAL SOLUTIONS INCORPORATED

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned incorporator being a natural person of the age of
eighteen years or more and desiring to form a body corporate under the laws of
the State of Colorado does hereby sign, verify and deliver in duplicate to the
Secretary of State of the State of Colorado, these Articles of Incorporation:

                                   ARTICLE I
                                   ---------
                                      NAME
                                      ----

     The name of the corporation shall be:  Advanced Analytical Solutions
Incorporated.

                                   ARTICLE II
                                   ----------
                               PERIOD OF DURATION
                               ------------------

     The corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of the State
of Colorado unless dissolved according to law.

                                  ARTICLE III
                                  -----------
                              PURPOSES AND POWERS
                              -------------------

     1.  Purposes.  Except as restricted by these Articles of Incorporation, the
         --------
corporation is organized for the purpose of transacting all lawful business for
which corporations may be incorporated pursuant to the Colorado Corporation
Code.

     2.  General Powers.  Except as restricted by these Articles of
         --------------
Incorporation, the corporation shall have and may exercise all powers and rights
which a corporation may exercise legally pursuant to the Colorado Corporation
Code.

                                   ARTICLE IV
                                   ----------
                                 CAPITAL STOCK
                                 -------------

     1.  Capital Stock.  The aggregate number of shares which this corporation
         -------------
shall have authority to issue is two hundred thousand (200,000) shares of a par
value of ($.25 per share) which shares shall be designated "Common Stock" and
one hundred thousand (100,000) shares of a par value of ($1.00 per share) which
shares shall be designated "Preferred Stock".  Both the Common Stock and
Preferred Stock may be subdivided and issued in series pursuant to resolutions
of the board of directors containing such designations, limitations, rights and
preferences which the board of directors, in its sole discretion, may determine
to be appropriate.


     2.  Dividends.  Dividends in cash, property or shares of the corporation
         ---------
may be paid upon the Common Stock and the Preferred Stock as and when declared
by the board of directors in conformance with the resolutions of the board of
directors authorizing the issuance of the stock, to the extent and in the manner
permitted by law; provided however, no Common Stock dividend shall be paid for
any year unless the holders of Preferred Stock, if any, shall have received any
Preferred Stock preferential dividends, if any, to which they are entitled.

     3.  Distribution in Liquidation.  Upon any liquidation, dissolution or
         ---------------------------
winding up of the corporation, and after paying or adequately providing for the
payment of all its obligations, the remainder of the assets of the corporation
shall be distributed, either in cash or in kind, in the order provided herein.
Such distributions shall be made first, to the holders of the Preferred Stock
until any amounts required to be distributed as a liquidation preference to the
holders of the Preferred Stock have been distributed.  If the remainder of the
assets is insufficient to fully satisfy the liquidation preference(s) of the
Preferred Stock, then those assets shall be distributed pro rata to each series
of Preferred Stock beginning with the series having the most superior
liquidation preference and continuing according to the liquidation preference
priority of each series until the remaining assets have been fully distributed.
Second, the assets remaining after satisfaction of the liquidation preference(s)
of the Preferred Stock shall be distributed pro rata to the holders of the
Common Stock, unless otherwise provided in the resolutions of the board of
directors authorizing the issuance of the Common Stock in series, in which case
the priority for distribution in liquidation established in those resolutions
shall be followed.

     4.  Voting Rights; Cumulative Voting.  Each outstanding share of Common
         --------------------------------
Stock shall be entitled to one vote and each fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted to
a vote of shareholders.  Two-thirds of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of shareholders.
Cumulative voting shall not be allowed in the election of directors of the
corporation.  Except as otherwise provided by these Articles of Incorporation or
the Colorado Corporation Code, if a quorum is present, the affirmative vote of
two-thirds of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders.

     5.  Denial of Preemptive Rights.  No holder of any shares of the
         ---------------------------
corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the corporation,
including shares or securities held in the treasury of the corporation.

     6.  Transfer Restrictions.  The corporation shall have the right to impose
         ---------------------
restrictions upon the transfer of any of its authorized shares or any interest
therein.  The board of directors is hereby authorized on behalf of the
corporation to exercise the corporation's right to so impose such restrictions.

                                       2


                                   ARTICLE V
                                   ---------
                     TRANSACTIONS WITH INTERESTED DIRECTORS
                     --------------------------------------

     No contract or other transaction between the corporation and one or more of
its directors or any other corporation, partnership, firm, association, or
entity in which one or more of its directors are directors or officers or are
financially interested shall be either void or voidable solely because of such
relationship or interest or solely because such directors are present at or
participate in the meeting of the board of directors or a committee thereof
which authorizes, approves, or ratifies such contract or transaction or solely
because their votes are counted for such purpose if:

          (a) The material facts of such relationship or interest and as to the
     contract or transaction are disclosed or are known to the board of
     directors or committee which in good faith authorizes, approves, or
     ratifies the contract or transaction by an affirmative vote of a majority
     of the disinterested directors even though the disinterested directors are
     less than a quorum, or consent sufficient for the purpose; or

          (b) The material facts of such relationship or interest and as to the
     contract or transaction are disclosed or are known to the shareholders
     entitled to vote and the shareholders specifically authorize, approve, or
     ratify in good faith such contract or transaction by an affirmative vote or
     by written consent; or

          (c) The contract or transaction was fair and reasonable to the
     corporation.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction.

                                   ARTICLE VI
                                   ----------
                             CORPORATE OPPORTUNITY
                             ---------------------

     The officers, directors and other members of management of this corporation
shall be subject to the doctrine of "corporate opportunities" only insofar as it
applies to business opportunities in which this corporation has expressed an
interest as determined from time to time by this corporation's board of
directors as evidenced by resolutions appearing in the corporation's minutes.
Once such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors, and other members of management of this corporation shall be
disclosed promptly to this corporation and made available to it.  The board of
directors may reject any business opportunity presented to it and thereafter any
officer, director or other member of management may avail himself of such
opportunity.  Until such time as this corporation, through its board of
directors, has designated an area of interest, the officers, directors and other
members of management of this corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the rights of any
officer, director or other member of management of this corporation to continue
a business existing prior to the time that such area of interest is designated
by the corporation.  This provision shall not be construed to release any
employee of this corporation (other than an

                                       3


officer, director or member of management) from any duties which he may have to
this corporation.

                                  ARTICLE VII
                                  -----------
                  INDEMNIFICATION AND LIMITATION OF LIABILITY
                  -------------------------------------------

     1.  Definitions.  The following definitions shall apply to the terms as
         -----------
used in this Article:

          A.  "Corporation" includes this corporation, and, in addition, for
purposes of this Article, references to "the corporation" shall also include any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

          B.  "Director" means an individual who is or was a director of the
corporation and an individual who, while a director of the corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee, or agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise, or employee benefit
plan.  A director shall be considered to be serving an employee benefit plan at
the corporation's request if his or her duties to the corporation also impose
duties on or otherwise involve services by him or her to the plan or to
participants in or beneficiaries of the plan.  "Director" includes, unless the
context otherwise requires, the estate or personal representative of a director.

          C.  "Expenses" includes attorney fees.

          D.  "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expense incurred with respect to a proceeding.

          E.  "Official capacity", when used with respect to a director, means
the office of director in the corporation, and, when used with respect to a
person other than a director, means the office in the corporation held by the
officer or the employment or agency relationship undertaken by the employee or
agent on behalf of the corporation.  "Official capacity" does not include
service for any other foreign or domestic corporation or for any partnership,
joint venture, trust, other enterprise, or employee benefit plan.

          F.  "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

                                       4


          G.  "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

     2.  Permissive Indemnification for Liability.
         ----------------------------------------

          A.  Except as provided in paragraph D of this Section 2, the
corporation may indemnify against liability incurred in any proceeding an
individual made a party to the proceeding because he or she is or was a director
if:

          i.  He or she conducted himself or herself in good faith;

          ii.  He or she reasonably believed:

               a.  In the case of conduct in his or her official capacity with
               the corporation, that his or her conduct was in the corporation's
               best interests; or

               b.  In all other cases, that his or her conduct was at least not
               opposed to the corporation's best interests; and

          iii. In the case of any criminal proceeding, he or she had no
          reasonable cause to believe his or her conduct was unlawful.

          B.  A director's conduct with respect to an employee benefit plan for
a purpose he or she reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirements of this Section 2.  A director's conduct with respect to an
employee benefit plan for a purpose that he or she did not reasonably believe to
be in the interests of the participants in or beneficiaries of the plan shall be
deemed not to satisfy the requirements of this Section 2.

          C.  The termination of any proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, is not of
itself determinative that the individual did not meet the standard of conduct
set forth in paragraph A of this Section 2.

          D.  The corporation may not indemnify a director under this Section 2
either:

          i.  In connection with a proceeding by or in the right of the
          corporation in which the director was adjudged liable to the
          corporation; or

          ii.  In connection with any proceeding charging improper personal
          benefit to the director, whether or not involving action in his or her
          official capacity, in which he or she was adjudged liable on the basis
          that personal benefit was improperly received by him or her.

                                       5


          E.  Indemnification permitted under this Section 2 in connection with
a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

      3.  Mandatory Indemnification.
          -------------------------

          A.  Except as limited by these Articles of Incorporation, the
corporation shall be required to indemnify a director of the corporation who was
wholly successful, on the merits or otherwise, in defense of any proceeding to
which he or she was a party against reasonable expenses incurred by him or her
in connection with the proceeding.

          B.  Except as otherwise limited by these Articles of Incorporation, a
director who is or was a party to a proceeding may apply for indemnification to
the court conducting the proceeding or to another court of competent
jurisdiction.  On receipt of an application, the court, after giving any notice
the court considers necessary, may order indemnification in the following
manner:

          i.  If it determines the director is entitled to mandatory
          indemnification under paragraph A of this Section 3, the court shall
          order indemnification, in which case the court shall also order the
          corporation to pay the director's reasonable expenses incurred to
          obtain court-ordered indemnification.

          ii.  If it determines that the director is fairly and reasonably
          entitled to indemnification in view of all the relevant circumstances,
          whether or not he or she met the standard of conduct set forth in
          paragraph A of Section 2 of this Article or was adjudged liable in the
          circumstances described in paragraph D of Section 2 of this Article,
          the court may order such indemnification as the court deems proper;
          except that the indemnification with respect to any proceeding in
          which liability shall have been adjudged in the circumstances
          described in paragraph D of Section 2 of this Article is limited to
          reasonable expenses incurred.

      4.  Limitation on Indemnification.
          -----------------------------

          A.  The corporation may not indemnify a director under Section 2 of
this Article unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because he or she has met the standard of conduct set forth in
paragraph A of Section 2 of this Article.

          B.  The determination required to be made by paragraph A of this
Section 4 shall be made:

          i.  By the board of directors by a majority vote of a quorum, which
          quorum shall consist of directors not parties to the proceeding; or

                                       6


          ii.  If a quorum cannot be obtained, by a majority vote of a committee
          of the board designated by the board, which committee shall consist of
          two or more directors not parties to the proceeding; except that
          directors who are parties to the proceeding may participate in the
          designation of directors for the committee.

          C.  If the quorum cannot be obtained or the committee cannot be
established under paragraph B of this Section 4, or even if a quorum is obtained
or a committee designated if such quorum or committee so directs, the
determination required to be made by paragraph A of this Section 4 shall be
made:

          i.  By independent legal counsel selected by a vote of the board of
          directors or the committee in the manner specified in subparagraph (i)
          or (ii) of paragraph B of this Section 4 or, if a quorum of the full
          board cannot be obtained and a committee cannot be established, by
          independent legal counsel selected by a majority vote of the full
          board; or

          ii.  By the shareholders.

          D.  Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible; except that, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.

      5.  Advance Payment of Expenses.
          ---------------------------

          A.  The corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of the final
disposition of the proceeding if:

          i.  The director furnishes the corporation with a written affirmation
          of his or her good-faith belief that he or she has met the standard of
          conduct described in subparagraph (i) of paragraph A of Section 2 of
          this Article;

          ii.  The director furnishes the corporation with a written
          undertaking, executed personally or on his or her behalf, to repay the
          advance if it is determined that he or she did not meet such standard
          of conduct; and

          iii.  A determination is made that the facts then known to those
          making the determination would not preclude indemnification under this
          Section 5.

          B.  The undertaking required by subparagraph (ii) of paragraph A of
this Section 5 shall be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make repayment.

                                       7


         C.  Determinations and authorizations of payments under this Section 5
shall be made in the manner specified in Section 4 of this Article.

     6.  Reimbursement of Witness Expenses.  The corporation shall pay or
         ---------------------------------
reimburse expenses incurred by a director in connection with his or her
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

     7.  Insurance for Indemnification.  The corporation may purchase and
         -----------------------------
maintain insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation or who, while a director,
officer, employee, fiduciary, or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, other enterprise, or employee benefit
plan against any liability asserted against or incurred by him or her in any
such capacity or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of this Article.  Any such insurance may be procured from
any insurance company designated by the board of directors of the corporation,
whether such insurance company is formed under the laws of this state or any
other jurisdiction of the United States or elsewhere, including any insurance
company in which the corporation has equity or any other interest, through stock
ownership or otherwise.

     8.  Notice of Indemnification.  Any indemnification of or advance of
         -------------------------
expenses to a director in accordance with this Article, if arising out of a
proceeding by or on behalf of the corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting.

     9.  Indemnification of Officers, Employees and Agents of the Corporation.
         --------------------------------------------------------------------
The board of directors shall indemnify and advance expenses to an officer,
employee or agent of the corporation who is not a director of the corporation to
the same or greater extent as to a director as provided for in these Articles of
Incorporation, the Bylaws, by resolution of the shareholders or directors, or by
contract, in a manner consistent with the Colorado Corporation Code.

     10.  Indemnification of Heirs, Executors and Administrators.  The
          ------------------------------------------------------
indemnification provided by this Article, shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     11.  Limitation of Liability.  No director shall be personally liable for
          -----------------------
any injury to person or property arising out of a tort committed by an employee
unless such director was personally involved in the situation giving rise to the
litigation or unless such director committed a criminal offense.  No director
shall be personally liable to the corporation or to its shareholders for
monetary damages for breach of fiduciary duty as a director, excluding (i) any
breach of the director's duty of loyalty to the corporation or to its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts in

                                       8


violation of Section 114, Article V of the Colorado Corporate Code; or (iv) any
transaction from which the director derived an improper personal benefit.

                                  ARTICLE VIII
                                  ------------
                                   AMENDMENTS
                                   ----------

     The corporation reserves the right to amend its Articles of Incorporation
from time to time in accordance with the Colorado Corporation Code.

                                   ARTICLE IX
                                   ----------
                        ADOPTION AND AMENDMENT OF BYLAWS
                        --------------------------------

     The initial Bylaws of the corporation shall be adopted by its board of
directors.  The power to alter or amend or repeal the Bylaws or adopt new Bylaws
shall be vested in the board of directors; provided, however, that the
shareholders, upon approval of two-thirds in interest of the outstanding shares
of the corporation entitled to vote at a meeting duly called for that purpose
may alter, amend or repeal and create new Bylaws even though the Bylaws may also
be amended or repealed by the board of directors.

     The Bylaws may contain any provisions for the regulation and management of
the affairs of the corporation not inconsistent with law or these Articles of
Incorporation.

                                   ARTICLE X
                                   ---------
                     REGISTERED OFFICE AND REGISTERED AGENT
                     --------------------------------------

     The address of the initial registered office of the corporation is 707
Seventeenth Street, Suite 2400, Denver, Colorado, and the name of the initial
registered agent at such address is Henry F. Schlueter.  Either the registered
office or the registered agent may be changed in the manner provided by law.

                                   ARTICLE XI
                                   ----------
                           INITIAL BOARD OF DIRECTORS
                           --------------------------

     The number of directors of the corporation shall be fixed by the Bylaws of
the corporation.  So long as the number of directors shall be less than three,
no shares of this corporation may be issued and held of record by more
shareholders than there are directors.  The name and address of the persons who
shall serve as the initial directors until the first annual meeting of
shareholders and until their successors have been elected and shall qualify are
as follows:

NAME                              ADDRESS

Steven J. Bieniewicz              C/O Kutak Rock & Campbell
                                  707 Seventeenth Street, Suite 2400
                                  Denver, Colorado 80202

Martin J. Cuerdon                 C/O Kutak Rock & Campbell

                                       9


                                  707 Seventeenth Street, Suite 2400
                                  Denver, Colorado 80202

Eugene R. Scott                   C/O Kutak Rock & Campbell
                                  707 Seventeenth Street, Suite 2400
                                  Denver, Colorado 80202


                                  ARTICLE XII
                                  -----------
                                  INCORPORATOR
                                  ------------

     The name and address of the incorporator is as follows:

NAME                              ADDRESS

Henry F. Schlueter                Kutak Rock & Campbell
                                  707 Seventeenth Street, Suite 2400
                                  Denver, Colorado 80202

     IN WITNESS WHEREOF, the above-named incorporator has signed these Articles
of Incorporation on November 25, 1991.

                               -----------------------------------------------
                                               Henry F. Schlueter


STATE OF COLORADO   )
   CITY AND         )      ss.
COUNTY OF DENVER    )

     I, the undersigned, a Notary Public, hereby certify that on November 25,
1991, the above-named incorporator personally appeared before me, and being by
me first duly sworn declared that he is the person who signed the foregoing
document as incorporator and that the statements therein contained are true.

     WITNESS my hand and official seal.

                                            ----------------------------------
                                            Notary Public
                                            Address:  707 17th St.  #2400
                                                      -------------------
                                            City and State:  Denver, CA  80202
                                                             -----------------

My Commission expires:  9/21/92
                        -------

(NOTARIAL SEAL)

                                       10

EX-3.80

                                                                    EXHIBIT 3.80
                                                                    ------------

                                    BYLAWS
                                    ------

                                      OF
                                      --

                  ADVANCED ANALYTICAL SOLUTIONS INCORPORATED
                  ------------------------------------------



     Effective November 25, 1991

                                       1


                                   ARTICLE I
                                   ---------
                                    OFFICES
                                    -------

     1.1  Business Office.  The principal office and place of business of the
          ---------------
corporation in the State of Colorado shall be at 707 Seventeenth Street, Suite
2400, Denver, Colorado 80202.  Other offices and places of business may be
established from time to time by resolution of the Board of Directors or as the
business of the corporation may require.

     1.2  Registered Office.  The registered office of the corporation, required
          -----------------
by the Colorado Corporation Code to be maintained in the State of Colorado, may
be, but need not be, identical with the principal office in the State of
Colorado, and the address of the registered office may be changed from time to
time by the Board of Directors.

                                   ARTICLE II
                                   ----------
                          SHARES AND TRANSFER THEREOF
                          ---------------------------

     2.1  Regulation.  The Board of Directors may make such rules and
          ----------
regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.

     2.2  Certificates for Shares.  The shares of the corporation may, but need
          -----------------------
not be represented by certificates.  Unless the Colorado Corporation Code or
another law expressly provides otherwise, the fact that the shares are not
represented by certificates shall have no effect on the rights and obligations
of shareholders.

     Certificates representing shares of the corporation shall be respectively
numbered serially for each class of shares, or series thereof, as they are
issued, shall be impressed with the corporate seal or a facsimile thereof, and
shall be signed by the Chairman or Vice-Chairman of the Board of Directors or by
the President or a Vice-President and by the Treasurer or an Assistant Treasurer
or by the Secretary or an Assistant Secretary; provided that such signatures may
be a facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar, both of which may be the corporation itself or its
employee.  Each certificate shall state the name of the corporation, the fact
that the corporation is organized or incorporated under the laws of the State of
Colorado, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares represented thereby and the par
value of the shares represented thereby or a statement that such shares are
without par value.  A statement of the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized on the face or
back of the certificates which the corporation shall issue, or in lieu thereof,
the certificate may set forth that such a statement or summary will be furnished
to any shareholder upon request without charge.  Each certificate shall be
otherwise in such form as may be prescribed by the Board of Directors and as
shall conform to the rules of any stock exchange on which the shares may be
listed.

     The corporation may issue certificates representing fractional shares and
may make transfers creating a fractional interest in a share of stock.  The
corporation may issue scrip in lieu

                                       2


of any fractional shares, such scrip to have terms and conditions specified by
the Board of Directors.

     2.3  Cancellation of Certificates.  All certificates surrendered to the
          ----------------------------
corporation for transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen or destroyed certificates.

     2.4  Lost, Stolen or Destroyed Certificates.  Any shareholder claiming that
          --------------------------------------
his certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of the fact and lodge the same with the Secretary of the
corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.

     2.5  Transfer of Shares.  Subject to the terms of any shareholder agreement
          ------------------
relating to the transfer of shares or other transfer restrictions contained in
the Articles of Incorporation or authorized therein, shares of the corporation
shall be transferable on the books of the corporation by the holder thereof in
person or by his duly authorized attorney, upon the surrender and cancellation
of a certificate or certificates for a like number of shares.  Upon presentation
and surrender of a certificate for shares properly endorsed and payment of all
taxes therefor, the transferee shall be entitled to a new certificate or
certificates in lieu thereof.  As against the corporation, a transfer of shares
can be made only on the books of the corporation and in the manner hereinabove
provided, and the corporation shall be entitled to treat the holder of record of
any share as the owner thereof and shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, save as expressly
provided by the statutes of the State of Colorado.

     2.6  Transfer Agent.  Unless otherwise specified by the Board of Directors
          --------------
by resolution, the Secretary of the corporation shall act as transfer agent of
the certificates representing the shares of stock of the corporation.  He shall
maintain a stock transfer book, the stubs in which shall set forth among other
things, the names and addresses of the holders of all issued shares of the
corporation, the number of shares held by each, the certificate numbers
representing such shares, the date of issue of the certificates representing
such shares, and whether or not such shares originate from original issue or
from transfer.  Subject to Section 3.8, the names and addresses of the
shareholders as they appear on the stubs of the stock transfer book shall be
conclusive evidence as to who are the shareholders of record and as such
entitled to receive notice of the meetings of shareholders; to vote at such
meetings; to examine the list of the shareholders entitled to vote at meetings;
to receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the corporation.  Each shareholder
shall be responsible for notifying the Secretary in writing of any change in his
name

                                       3


or address and failure so to do will relieve the corporation, its directors,
officers and agents, from liability for failure to direct notices or other
documents, or pay over or transfer dividends or other property or rights, to a
name or address other than the name and address appearing on the stub of the
stock transfer book.

     2.7  Close of Transfer Book and Record Date.  For the purpose of
          --------------------------------------
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period, but not to exceed, in any
case, fifty days.  If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of, or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting.  In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.  If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders.  When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

     2.8  Shares Without Certificates.
          ---------------------------

          (A) Unless provided otherwise in these Bylaws or in the corporation's
Articles of Incorporation, the Board of Directors may authorize the issuance of
any of the corporation's classes or series of shares without certificates.  Such
authorization shall not affect shares already represented by certificates until
they are surrendered to the corporation.

          (B) Within a reasonable time following the issue or transfer of shares
without certificates, the corporation shall send the shareholder a complete
written statement of the information required by Section 2.2 hereof to be on
certificates.

                                  ARTICLE III
                                  -----------
                       SHAREHOLDERS AND MEETINGS THEREOF
                       ---------------------------------

     3.1  Shareholders of Record.  Only shareholders of record on the books of
          ----------------------
the corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, any
shares on the part of any other person, firm or corporation, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of Colorado.

                                       4


     3.2  Meetings.  Meetings of shareholders shall be held at the principal
          --------
office of the corporation, or at such other place, either within or without the
State of Colorado, as specified from time to time by the Board of Directors.  If
the Board of Directors shall specify another location such change in location
shall be recorded on the notice calling such meeting.

     3.3  Annual Meeting.  The annual meeting of shareholders of the corporation
          --------------
for the election of directors, and for the transaction of such other business as
may properly come before the meeting shall be held within six months of the
close of the corporation's accounting and tax year, pursuant to resolution of
the Board of Directors.  If the election of Directors shall not be held within
the time period designated herein for any annual meeting of the shareholders,
the Board of Directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as may be convenient.  Failure to hold
the annual meeting within the designated time period shall not work a forfeiture
or dissolution of the corporation.

     3.4  Special Meetings.  Special meetings of shareholders, for any purpose
          ----------------
or purposes, unless otherwise prescribed by statute, may be called by the
President, the Board of Directors, or the holders of not less than one-tenth of
all the shares entitled to vote at the meeting.

     3.5  Court Ordered Meeting.
          ---------------------

          (A) Any court of competent jurisdiction in the State of Colorado may
summarily order a meeting to be held:

              (1) On application of any shareholder of the corporation if an
annual meeting was not held within six months after the end of the corporation's
fiscal year or fifteen months after its last annual meeting, whichever is
earlier; or

              (2) On application of a shareholder who participated in a proper
call for a special meeting if (i) notice of the special meeting was not given
within thirty days after the date the demand was delivered to the corporation's
Secretary; or (ii) the special meeting was not held in accordance with the
notice.

          (B) The court may fix the time and place of the meeting, specify a
record date for determining shareholders entitled to notice of and to vote at
the meeting, prescribe the form and content of the meeting notice, fix the
quorum required for the meeting or direct that the votes represented at the
meeting constitute a quorum for the meeting, and enter other orders necessary to
permit the meeting to be held.

     3.6  Notice.
          ------

          (A) Written notice stating the place, day and hour of the meeting of
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered unless otherwise prescribed by
statute not less than ten days nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary, or the officer or person calling the meeting to each shareholder
of record entitled to vote at such meeting; except that, if the authorized
shares are to be increased,

                                       5


at least thirty days' notice shall be given, and if the sale of all or
substantially all of the corporation's assets is to be voted upon, at least
twenty days' notice shall be given.

          (B) Notice to shareholders of record, if mailed, shall be deemed
delivered as to any shareholder of record, when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.  If three
successive letters mailed to the last-known address of any shareholder of record
are returned as undeliverable, no further notices to such shareholder shall be
necessary until another address for such shareholder is made known to the
corporation.

          (C) 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.  At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.  If the adjournment is for more than thirty
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 shareholder of
record entitled to vote at the meeting.

     3.7  Meeting of all Shareholders.  If all of the shareholders shall meet at
          ---------------------------
any time and place, either within or without the State of Colorado, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.

     3.8  Voting Record.  The officer or agent having charge of the stock
          -------------
transfer books for shares of the corporation shall make, at least ten days
before such meeting of shareholders, a complete record of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each.  The record, for a period of ten days prior to such meeting, shall
be kept on file at the principal office of the corporation, whether within or
without the State of Colorado, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time during usual
business hours.  Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.

     The original stock transfer books shall be the prima facie evidence as to
who are the shareholders entitled to examine the record or transfer books or to
vote at any meeting of shareholders.

     3.9  Quorum.  Two-thirds of the outstanding shares of the corporation
          ------
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders, except as otherwise provided by the Colorado
Corporation Code and the Articles of Incorporation.  In the absence of a quorum
at any such meeting, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty days without further
notice.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.  The shareholders present at a duly organized
meeting may continue to

                                       6


transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     3.10  Manner of Acting.  If a quorum is present, the affirmative vote of
           ----------------
two-thirds of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Articles of Incorporation or these Bylaws.

     3.11  Proxies.  At all meetings of shareholders a shareholder may vote in
           -------
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact.  Such proxy shall be filed with the Secretary of
the corporation before or at the time of the meeting.  No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.

     3.12  Voting of Shares.  Unless otherwise provided by these Bylaws or the
           ----------------
Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.

     3.13  Voting of Shares by Certain Holders.
           -----------------------------------

          (A) If shares or other securities having voting power stand of record
in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, voting with respect to the shares shall have the
following effect:

              (1) If only one person votes, his act binds all;

              (2) If two or more persons vote, the act of the majority so
voting binds all;

              (3) If two or more persons vote, but the vote is evenly split on
any particular matter, each faction may vote the securities in question
proportionately, or any person voting the shares of a beneficiary, if any, may
apply to any court of competent jurisdiction in the State of Colorado to appoint
an additional person to act with the persons so voting the shares. The shares
shall then be voted as determined by a majority of such persons and the person
appointed by the court. If a tenancy is held in unequal interests, a majority or
even split for the purpose of this subparagraph (3) shall be a majority or even
split in interest.

     The effects of voting stated in paragraph (A) of this Section 3.13 shall
not be applicable if the Secretary of the corporation is given written notice of
alternate voting provisions and is furnished with a copy of the instrument or
order wherein the alternate voting provisions are stated.

                                       7


          (B) Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the bylaws of such corporation may prescribe,
or, in the absence of such provision, as the board of directors of such other
corporation may determine.

          (C) Shares standing in the name of a deceased person, a minor ward or
an incompetent person, may be voted by his administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator.  Shares standing in the name of a trustee may
be voted by him, either in person or by proxy, but no trustee shall be entitled
to vote shares held by him without a transfer of such shares into his name.

          (D) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

          (E) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

          (F) Neither shares of its own stock belonging to this corporation, nor
shares of its own stock held by it in a fiduciary capacity, nor shares of its
own stock held by another corporation if the majority of shares entitled to vote
for the election of directors of such corporation is held by this corporation
may be voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.

          (G) Redeemable shares which have been called for redemption shall not
be entitled to vote on any matter and shall not be deemed outstanding shares on
and after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been deposited with
a bank or trust company with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of certificates
therefor.

     3.14  Informal Action by Shareholders.
           -------------------------------

          (A) Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if the action is evidenced by one or
more written consents describing the action taken, signed by each shareholder
entitled to vote and delivered to the Secretary of the corporation for inclusion
in the minutes or for filing with the corporate records.  Action taken under
this subsection (A) is effective when all shareholders entitled to vote have
signed the consent, unless the consent specifies a different effective date.

          (B) Written consent of the shareholders entitled to vote has the same
force and effect as an unanimous vote of such shareholders and may be stated as
such in any document.

                                       8


          (C) The record date for determining shareholders entitled to take
action without a meeting is the date the first shareholder signs the consent
under subsection (A) of this section.

     3.15  Voting by Ballot.  Voting on any question or in any election may be
           ----------------
by voice vote unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

     3.16  Cumulative Voting.  No shareholder shall be permitted to cumulate his
           -----------------
votes.

     3.17  Waiver of Notice.
           ----------------

          (A) When any notice is required to be given to any shareholder of the
corporation under the provisions of the Colorado Corporation Code or under the
provisions of the Articles of Incorporation or Bylaws of the corporation, a
waiver thereof in writing signed by the person entitled to such notice, whether
before, at, or after the time stated herein, shall be equivalent to the giving
of such notice.

          (B) By attending a meeting, a shareholder:

              (1) Waives objection to lack of notice or defective notice of such
meeting unless the shareholder, at the beginning of the meeting objects to the
holding of the meeting or the transacting of business at the meeting;

              (2) Waives objection to consideration at such meeting of a
particular matter not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is
presented.

                                   ARTICLE IV
                                   ----------
                         DIRECTORS, POWERS AND MEETINGS
                         ------------------------------

     4.1  Board of Directors.  The business and affairs of the corporation shall
          ------------------
be managed by a board of three (3) directors who shall be natural persons of at
least 18 years of age but who need not be shareholders of the corporation or
residents of the State of Colorado and who shall be elected at the annual
meeting of shareholders or some adjournment thereof.  Directors shall hold
office until the next succeeding annual meeting of shareholders and until their
successors shall have been elected and shall qualify.  The Board of Directors
may increase or decrease, to not less than three, the number of directors by
resolution; except that there need only be as many directors as there are
shareholders in the event that the outstanding shares are held of record by
fewer than three shareholders.

     4.2  General Powers.  The business and affairs of the corporation shall be
          --------------
managed by the Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.  The directors shall pass upon any and
all bills or claims of officers for salaries or other compensation and, if
deemed

                                       9


advisable, shall contract with officers, employees, directors, attorneys,
accountants, and other persons to render serVices to the corporation.

     4.3  Performance of Duties.  A director of the corporation shall perform
          ---------------------
his duties as a director, including his duties as a member of any committee of
the board upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the corporation, and with such care as
an ordinarily prudent person in a like position would use under similar
circumstances.  In performing his duties, a director shall be entitled to rely
on information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by persons and
groups listed in paragraphs (A), (B), and (C) of this Section 4.3; but he shall
not be considered to be acting in good faith if he has knowledge concerning the
matter in question that would cause such reliance to be unwarranted.  A person
who so performs his duties shall not have any liability by reason of being or
having been a director of the corporation.  Those persons and groups on whose
information, opinions, reports, and statements a director is entitled to rely
upon are:

          (A) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;

          (B) Counsel, public accountants, or other persons as to matters which
the director reasonably believes to be within such persons' professional or
expert competence; or

          (C) A committee of the board upon which he does not serve, duly
designated in accordance with the provisions of the Articles of Incorporation or
the Bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.

     4.4  Regular Meetings.  A regular, annual meeting of the Board of Directors
          ----------------
shall be held at the same place as, and immediately after, the annual meeting of
shareholders, and no notice shall be required in connection therewith.  The
annual meeting of the Board of Directors shall be for the purpose of electing
officers and the transaction of such other business as may come before the
meeting.  The Board of Directors may provide, by resolution, the time and place,
either within or without the State of Colorado, for the holding of additional
regular meetings without other notice than such resolution.

     4.5  Special Meetings.  Special meetings of the Board of Directors may be
          ----------------
called by or at the request of the President or any director.  The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Colorado, as the place for
holding any special meeting of the Board of Directors called by them.

     4.6  Notice.  Written notice of any special meeting of directors shall be
          ------
given as follows:

                                       10


          (A) By mail to each director at his business address at least three
days prior to the meeting.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
thereon prepaid; or

          (B) By personal delivery or telegram at least twenty four hours prior
to the meeting to the business address of each director, or in the event such
notice is given on a Saturday, Sunday or holiday, to the residence address of
each director.  If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.

     When any notice is required to be given to any director pursuant to these
Bylaws, the Articles of Incorporation or law, a waiver thereof in writing signed
by the persons entitled to such notice, whether before, at or after the time
stated therein, shall be equivalent to the giving of such notice.  By attending
or participating in a regular or special meeting, a director waives any required
notice of such meeting unless the director, at the beginning of the meeting,
objects to the holding of the meeting or the transacting of business thereat.

     Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

     4.7  Participation by Electronic Means.  Except as may be otherwise
          ---------------------------------
provided by the Articles of Incorporation or Bylaws, members of the Board of
Directors or any committee designated by such Board may participate in a meeting
of the Board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time.  Such participation shall constitute presence
in person at the meeting.

     4.8  Quorum and Manner of Acting.  A quorum at all meetings of the Board of
          ---------------------------
Directors shall consist of a majority of the number of directors then holding
office, but a smaller number may adjourn from time to time without further
notice, until a quorum is secured.  The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by the laws of the
State of Colorado or by the Articles of Incorporation or these Bylaws.

     4.9  Organization.  The Board of Directors shall elect a chairman from
          ------------
among the directors to preside at each meeting of the Board of Directors and at
all meetings of the stockholders.  The Board of Directors shall elect a
Secretary to record the discussions and resolutions of each meeting.

     4.10  Presumption of Assent.  A director of the corporation who is present
           ---------------------
at a meeting of the Board of Directors or a committee of the Board of Directors
when corporate action is taken is deemed to have assented to the action taken
unless:

          (A) He objects at the beginning of such meeting to the holding of the
meeting or the transacting of business at the meeting;

                                       11


          (B) He contemporaneously requests that his dissent from the action
taken be entered in the minutes of such meeting; or

          (C) He gives written notice of his dissent to the presiding officer of
such meeting before its adjournment or to the Secretary of the corporation
immediately after adjournment of such meeting.

     The right of dissent as to a specific action taken in a meeting of the
Board of Directors or a committee of the Board of Directors is not available to
a director who votes in favor of such action.

     4.11  Informal Action By Directors.  Any action required or permitted to be
           ----------------------------
taken at a meeting of the Board of Directors or any committee designated by said
Board of Directors may be taken without a meeting if the action is evidenced by
one or more written consents describing the action taken, signed by each
director or committee member, and delivered to the Secretary for inclusion in
the minutes or for filing with the corporate records.  Action taken under this
section is effective when all directors or committee members have signed the
consent, unless the consent specifies a different effective date.  Such consent
has the same force and effect as an unanimous vote of the directors or committee
members and may be stated as such in any document.

     4.12  Vacancies.  Any vacancy occurring in the Board of Directors may be
           ---------
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors.  A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office,
and shall hold such office until his successor is duly elected and shall
qualify.  Any directorship to be filled by reason of an increase in the number
of directors shall be filled by the affirmative vote of a majority of the
directors then in office or by an election at an annual meeting, or at a special
meeting of shareholders called for that purpose.  A director chosen to fill a
position resulting from an increase in the number of directors shall hold office
only until the next election of directors by the shareholders.

     4.13  Compensation.  By resolution of the Board of Directors and
           ------------
irrespective of any personal interest of any of the members, each director may
be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both.  No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

     4.14  Removal of Directors.  Any director or directors of the corporation
           --------------------
may be removed at any time, with or without cause, in the manner provided in the
Colorado Corporation Code.

     4.15  Resignations.  A director of the corporation may resign at any time
           ------------
by giving written notice to the Board of Directors, President or Secretary of
the corporation.  The resignation shall take effect upon the date of receipt of
such notice, or at such later time

                                       12


specified therein. The acceptance of such resignation shall not be necessary to
make it effective, unless the resignation requires such acceptance to be
effective.

                                   ARTICLE V
                                   ---------
                                    OFFICERS
                                    --------

     5.1  Number.  The officers of the corporation shall be a President, a
          ------
Secretary, and a Treasurer, each of whom shall be natural persons of the age of
eighteen years or older and who shall be elected by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors.  Any two or more offices may be
held by the same person, except the offices of President and Secretary.

     5.2  Election and Term of Office.  The officers of the corporation to be
          ---------------------------
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after the annual
meeting of the shareholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as practicable.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.

     5.3  Removal.  Any officer or agent may be removed by the Board of
          -------
Directors with or without cause whenever in its judgment the best interests of
the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.  Election or
appointment of an officer or agent shall not of itself create contract rights.

     5.4  Vacancies.  A vacancy in any office because of death, resignation,
          ---------
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.  In the event of absence or inability of
any officer to act, the Board of Directors may delegate the powers or duties of
such officer to any other officer, director or person whom it may select.

     5.5  Powers.  The officers of the corporation shall exercise and perform
          ------
the respective powers, duties and functions as are stated below, and as may be
assigned to them by the Board of Directors.

          (A) President.  The President shall be the chief executive officer of
              ---------
the corporation and, subject to the control of the Board of Directors, shall
have general supervision, direction and control over all of the business and
affairs of the corporation.  The President shall, when present, and in the
absence of a Chairman of the Board, preside at all meetings of the shareholders
and of the Board of Directors.  The President may sign, with the Secretary or
any other proper officer of the corporation authorized by the Board of
Directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed

                                       13


or executed; and in general shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.

          (B) Vice President.  If elected or appointed by the Board of
              --------------
Directors, the Vice President (or in the event there is more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall, in the absence of the President or in the event of his death,
inability or refusal to act, perform all duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President.  Any Vice President may sign, with the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certificates for shares of
the corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

          (C) Secretary.  The Secretary shall:  keep the minutes of the
              ---------
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; sign with the Chairman or Vice Chairman of
the Board of Directors, or the President, or a Vice President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; have general charge of the stock transfer
books of the corporation; and in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.

          (D) Assistant Secretary.  The Assistant Secretary, when authorized by
              -------------------
the Board of Directors, may sign with the Chairman or Vice Chairman of the Board
of Directors or the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors.  An Assistant Secretary, at the request of the
Secretary, or in the absence or disability of the Secretary, also may perform
all of the duties of the Secretary.  An Assistant Secretary shall perform such
other duties as may be assigned to him by the President or by the Secretary.

          (E) Treasurer.  The Treasurer shall:  have charge and custody of and
              ---------
be responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws; and keep accurate books of accounts of the
corporation's transactions, which shall be the property of the corporation, and
shall render financial reports and statements of condition of the corporation
when so requested by the Board of Directors or President.  The Treasurer shall
perform all duties commonly incident to his office and such other duties as may
from time to time be assigned to him by the President or the Board

                                       14


of Directors. In the absence or disability of the President and Vice-President
or Vice-Presidents, the Treasurer shall perform the duties of the President.

          (F) Assistant Treasurer.  An Assistant Treasurer may, at the request
              -------------------
of the Treasurer, or in the absence or disability of the Treasurer, perform all
of the duties of the Treasurer.  He shall perform such other duties as may be
assigned to him by the President or by the Treasurer.

     5.6  Compensation.  All officers of the corporation may receive salaries or
          ------------
other compensation if so ordered and fixed by the Board of Directors.  The Board
shall have authority to fix salaries in advance for stated periods or render the
same retroactive as the Board may deem advisable.  No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.

     5.7  Bonds.  If the Board of Directors by resolution shall so require, any
          -----
officer or agent of the corporation shall give bond to the corporation in such
amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.

                                   ARTICLE VI
                                   ----------
                                   DIVIDENDS
                                   ---------

     The Board of Directors from time to time may declare and the corporation
may pay dividends on its outstanding shares upon the terms and conditions and in
the manner provided by law and the Articles of Incorporation.

                                  ARTICLE VII
                                  -----------
                                    FINANCE
                                    -------

     7.1  Reserve Funds.  The Board of Directors, in its uncontrolled
          -------------
discretion, may set aside from time to time, out of the net profits or earned
surplus of the corporation, such sum or sums as it deems expedient as a reserve
fund to meet contingencies, for equalizing dividends, for maintaining any
property of the corporation, and for any other purpose.

     7.2  Banking.  The moneys of the corporation shall be deposited in the name
          -------
of the corporation in such bank or banks or trust company or trust companies, as
the Board of Directors shall designate, and may be drawn out only on checks
signed in the name of the corporation by such person or persons as the Board of
Directors, by appropriate resolution, may direct.  Notes and commercial paper,
when authorized by the Board, shall be signed in the name of the corporation by
such officer or officers or agent or agents as shall be authorized from time to
time.

                                       15


                                  ARTICLE VIII
                                  ------------
                          CONTRACTS, LOANS AND CHECKS
                          ---------------------------

     8.1  Execution of Contracts.  Except as otherwise provided by statute or by
          ----------------------
these Bylaws, the Board of Directors may authorize any officer or agent of the
corporation to enter into any contract, or execute and deliver any instrument in
the name of, and on behalf of the corporation.  Such authority may be general or
confined to specific instances.  Unless so authorized, no officer, agent or
employee shall have any power to bind the corporation for any purpose, except as
may be necessary to enable the corporation to carry on its normal and ordinary
course of business.

     8.2  Loans.  No loans shall be contracted on behalf of the corporation and
          -----
no negotiable paper or otherwise evidence of indebtedness shall be issued in its
name unless authorized by the Board of Directors.  When so authorized, any
officer or agent of the corporation may effect loans and advances at any time
for the corporation from any bank, trust company or institution, firm,
corporation or individual.  An agent so authorized may make and deliver
promissory notes or other evidence of indebtedness of the corporation and may
mortgage, pledge, hypothecate or transfer any real or personal property held by
the corporation as security for the payment of such loans.  Such authority, in
the Board of Directors' discretion, may be general or confined to specific
instances.

     8.3  Checks.  Checks, notes, drafts and demands for money or other evidence
          ------
of indebtedness issued in the name of the corporation shall be signed by such
person or persons as designated by the Board of Directors and in the manner the
Board of Directors prescribes.

     8.4  Deposits.  All funds of the corporation not otherwise employed shall
          --------
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.

                                   ARTICLE IX
                                   ----------
                                  FISCAL YEAR
                                  -----------

     The fiscal year of the corporation shall be the year adopted by resolution
of the Board of Directors.

                                   ARTICLE X
                                   ---------
                                 CORPORATE SEAL
                                 --------------

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL".

                                       16


                                   ARTICLE XI
                                   ----------
                                   AMENDMENTS
                                   ----------

     Any Article or provision of these Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted by a majority of the directors present
at any meeting of the Board of Directors of the corporation at which a quorum is
present.  Notwithstanding the foregoing, however, these Bylaws may be altered,
amended or repealed and new Bylaws adopted by a vote of two-thirds in interest
of the outstanding shares of the corporation entitled to vote at a meeting duly
called for that purpose.

                                  ARTICLE XII
                                  -----------
                              EXECUTIVE COMMITTEE
                              -------------------

     12.1  Appointment.  The Board of Directors by resolution adopted by a
           -----------
majority of the full Board, may designate two or more of its members to
constitute an Executive Committee.  The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

     12.2  Authority.  The Executive Committee, when the Board of Directors is
           ---------
not in session shall have and may exercise all of the authority of the Board of
Directors except to the extent, if any, that such authority shall be limited by
the resolution appointing the Executive Committee and except also that the
Executive Committee shall not have the authority of the Board of Directors in
reference to declaring dividends and distributions, recommending to the
shareholders that the Articles of Incorporation be amended, recommending to the
shareholders the adoption of a plan of merger or consolidation, filling
vacancies on the Board of Directors or any committee thereof, recommending to
the shareholders the sale, lease or other disposition of all or substantially
all of the property and assets of the corporation otherwise than in the usual
and regular course of its business, recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof, authorize or approve the
issuance or reacquisition of shares, or amending the Bylaws of the corporation.

     12.3  Tenure and Qualifications.  Each member of the Executive Committee
           -------------------------
shall hold office until the next regular annual meeting of the Board of
Directors following the designation of such member and until his successor is
designated as a member of the Executive Committee and is elected and qualified.

     12.4  Meetings.  Regular meetings of the Executive Committee may be held
           --------
without notice at such time and places as the Executive Committee may fix from
time to time by resolution.  Special meetings of the Executive Committee may be
called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the Executive Committee at his business address.  Any
member of the Executive Committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person.  The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.

                                       17


     12.5  Quorum.  A majority of the members of the Executive Committee shall
           ------
constitute a quorum for the transaction of business at any meeting thereof, and
action of the Executive Committee must be authorized by the affirmative vote of
a majority of the members present at a meeting at which a quorum is present.

     12.6  Informal Action by Executive Committee.  Any action required or
           --------------------------------------
permitted to be taken by the Executive Committed at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the Committee entitled to vote with
respect to the subject matter thereof.

     12.7  Vacancies.  Any vacancy in the Executive Committee may be filled by a
           ---------
resolution adopted by a majority of the full Board of Directors.

     12.8  Resignations and Removal.  Any member of the Executive Committee may
           ------------------------
be removed at any time with or without cause by resolution adopted by a majority
of the full Board of Directors.  Any member of the Executive Committee may
resign from the Executive Committee at any time by giving written notice to the
President or Secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     12.9  Procedure.  The Executive Committee shall elect a presiding officer
           ---------
from its members and may fix its own rules of procedure which shall not be
inconsistent with these Bylaws.  It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

                                  ARTICLE XIII
                                  ------------
                                EMERGENCY BYLAWS
                                ----------------

     The Emergency Bylaws provided in this Article XIII shall be operative
during any emergency in the conduct of the business of the corporation resulting
from an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding articles of the Bylaws
or in the Articles of Incorporation of the corporation or in the Colorado
Corporation Code.  To the extent not inconsistent with the provisions of this
Article, the Bylaws provided in the preceding articles shall remain in effect
during such emergency and upon its termination the Emergency Bylaws shall cease
to be operative.

     During any such emergency:

          (A) A meeting of the Board of Directors may be called by any officer
or director of the corporation.  Notice of the time and place of the meeting
shall be given by the person calling the meeting to such of the directors as it
may be feasible to reach by any available means of communication.  Such notice
shall be given at such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meeting.

                                       18


          (B) At any such meeting of the Board of Directors, a quorum shall
consist of the number of directors in attendance at such meeting.

          (C) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the principal office or
designate several alternative principal offices or regional offices, or
authorize the officers so to do.

          (D) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging their
duties.

          (E) No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct.  No officer,
director, or employee shall be liable for any action taken by him in good faith
in such an emergency in furtherance of the ordinary business affairs of the
corporation even though not authorized by the Bylaws then in effect.

          (F) These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders, but
no such repeal or change shall modify the provisions of the next preceding
paragraph with regard to action taken prior to the time of such repeal or
change.  Any amendment of these Emergency Bylaws may make any further or
different provision that may be practical and necessary for the circumstances of
the emergency.

EX-3.81

                                                                    Exhibit 3.81
                                                                  
Microfilm Number           9411-984                                      Filed with the Department of State on Feb 15, 1994
                         -----------------------------                                                         ------------
Entity Number              2566826
              -----------------------------------------                  --------------------------------------------------
                                                                                   Secretary of the Commonwealth


                      ARTICLES OF INCORPORATION FOR PROFIT

                DSCB: 15-1306/2102/2303/2702/2903/7102A (Rev 90)

                                                               
Indicate type of domestic corporation (check one):

  X    Business-stock (15 Pa.C.S. (S) 1306)                       Management (15 Pa.C.S. (S) 2702)
- -----                                                       ------
       Business-nonstock (15 Pa.C.S. (S) 2102)                      Professional (15 Pa.C.S. (S) 2903)
- -----                                                       ------
       Business-statutory close (15 Pa.C.S. (S) 2303)               Cooperative (15 Pa.C.S. (S) 7102A)
- -----                                                       ------



     In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned, desiring to incorporate a corporation for profit hereby state(s)
that:

1.  The name of the corporation is:  National Earth Products, Inc.
                                     -----------------------------

2.  The (a) address of this corporation's initial registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is:

(a)  200 Butler Avenue, Suite 201, Lancaster, PA  17601   Lancaster
     ---------------------------------------------------  ---------
          Number and Street   City  State  Zip  County

(b)     c/o:__
         Name of Commercial Registered Office Provider     County

     For a corporation represented by a commercial registered office provider,
     the county in (b) shall be deemed the county in which the corporation is
     located for venue and official publication purposes.
3.   The corporation is incorporated under the provisions of the Business
     Corporation Law of 1988.
4.   The aggregate number of shares authorized is: 10,000 (other provisions, if
     any, attach 8 1/2 x 11 sheet)
5.   The name and address, including street and number, if any, of each
     incorporator is:


                                                 
Name                                                Address

Rhonda L. Fitz                                      24 North Lime Street, Lancaster, PA 17602
- ----------------------------------------------   -----------------------------------------------

6.   The specified effective date, if any, is:  filing date
                                               -------------------------------------------------
                                                    month      day     year         hour, if any

7.   Any additional provisions of the articles, if any, attach an 8 1/2 x 11 sheet.


8.   Statutory close corporation only: Neither the corporation nor any
     shareholder shall make an offering of any of its shares if any class that
     would constitute a "public offering" within the meaning of the Securities
     Act of 1933 (15 U.S.C. (S) 77a et seq.).

EX-3.82

                                                                    EXHIBIT 3.82

                                  BY LAWS OF
                                  ----------
                         NATIONAL EARTH PRODUCTS, INC.
                         -----------------------------

                       ARTICLE I - SHAREHOLDERS' MEETING

     1.  Place of Meetings.  Meetings of the Shareholders shall be held at the
         -----------------
registered office of the Corporation or at such other place or places, either
within or without the Commonwealth of Pennsylvania, as may from time to time be
selected by the vote of Shareholders entitled to cast at least a majority of the
votes which all shareholders are entitled to cast thereon.

     2.  Annual Meeting.  The annual meeting of the Shareholders shall be held
         --------------
on the third Thursday in March in each year.  The Shareholders shall elect a
Board of Directors, and transact such other business as may properly be brought
before the meeting.  If the annual meeting shall not be called and held during
any calendar year, any Shareholder may call such meeting at any time thereafter.

     3.  Notice of Annual Meeting.  Written notice of the annual meeting shall
         ------------------------
be given to each Shareholder entitled to vote, at least five (5) days prior to
the meeting.

     4.  Annual Statement.  The President and Board of Directors shall present
         ----------------
at each annual meeting a full and complete statement of the business and affairs
of the Corporation for the preceding year.  Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.

     5.  Quorum, Manner of Acting and Adjournment.  The presence, in person or
         ----------------------------------------
by proxy, of Shareholders entitled to cast at least a majority of the votes that
all Shareholders are entitled to cast on the particular matter shall constitute
a quorum for the purpose of considering such matter, and unless otherwise
provided by statute the acts, at a duly organized meeting, or the Shareholders
present, in person or by proxy, entitled to cast at least a majority of the
votes which all Shareholders present are entitled to cast, shall be the acts of
the Shareholders.  The Shareholders present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum.

     6.  Special Meetings.  Special meetings of the Shareholders may be called
         ----------------
at any time by the President, or the Board of Directors, or Shareholders
entitled to cast at least one-fifth of the votes which all Shareholders are
entitled to cast at the particular meeting.  At any time, upon written request
of any person or persons who have duly called a special meeting, it shall be the
duty of the Secretary to fix the date of the meeting, to be held not more than
twenty days after the receipt of the request, and to give due notice thereof.
If the Secretary shall neglect or refuse to fix the date of the meeting and give
notice thereof, the person or persons calling the meeting may do so.


     7.  Notice of Special Meetings.  Written notice of a special meeting of the
         --------------------------
Shareholders stating the time and place and object thereof, shall be given to
each Shareholder entitled to vote at least five (5) days before such meeting,
unless a greater period of notice is required by statute an a particular case.

     8.  Meeting by Conference.  One or more Shareholders may participate in a
         ---------------------
meeting of the Shareholders, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

                        ARTICLE II - BOARD OF DIRECTORS

     1.  Composition.  The Board of Directors shall consist of such number of
         -----------
Directors, not less than one nor more than four as may be determined from time
to time by the shareholders.

     2.  Time of Directors' Meetings.  Each newly elected Board may meet at
         ---------------------------
such place and time as shall be fixed by the Shareholders at the meeting at
which such Directors are elected and no notice shall be necessary to the newly
elected Directors in order legally to constitute the meeting, or they may meet
at such place and time as they may determine.

     3.  Regular Meetings of Directors.  Regular meetings of the Board shall be
         -----------------------------
held without notice at least annually on the date and at the place of the
Shareholders meeting.

     4.  Special Meetings of Directors.  Special meetings of the Board may be
         -----------------------------
called by the President on two days notice to the Directors, either personally
or by mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of any two
Directors.

     5.  Quorum, Manner of Acting, and Adjournment.  A majority of the Directors
         -----------------------------------------
in office shall be present at each meeting in order to constitute a quorum for
the transaction of business.  Except as otherwise specified in the articles or
these bylaws or provided by statute, the acts of a majority of the Directors
present at a meeting at which a quorum is present shall be the acts of the Board
of Directors.

                  ARTICLE III - DIRECTOR DUTIES AND LIABILITY

     1.  Good Faith Obligation of Directors.  A Director of the Corporation
         ----------------------------------
shall stand in a fiduciary relation to the Corporation and shall perform his
duties as Director, including his duties as a member of any committee of the
Board upon which he may serve, in good faith, in a manner he reasonably believes
to be in the best interests of the corporation, and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances.  In performing his duties, a Director shall be
entitled to rely in good faith on information, opinions, reports or statements,
including financial statements and other financial data, in each case prepared
by any of the following:

          A.  One of more Officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the manners
presented.

                                       2


          B.  Counsel, public accountants or other persons as to matters which
the Director reasonably believes to be within the professional or expert
competence of such person.

          C.  A committee of the Board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the Director reasonably believes to merit confidence.

     2.   Director Liability.
          ------------------

     A Director of the Corporation shall not be personally liable, as such, for
monetary damages for any action taken, or any failure to take any action,
unless:

          A.  The Director has breached or failed to perform the duties of his
office under the standard of care set forth herein; and

          B.  The breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

     This relief from personal liability shall not apply to:

          A.  The responsibility or liability of a Director pursuant to any
criminal statute; or

          B.  The liability of a Director for the payment of taxes pursuant to
local, State or Federal law.

                             ARTICLE IV - OFFICERS

     1.  Numbers, Qualifications and Election.  The executive Officers of the
         ------------------------------------
corporation shall be chosen by the Directors and shall be a President, Secretary
and Treasurer.  The Board of Directors may also choose a Vice President, and
such other Officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall have such authority and shall perform such
duties as from time to time shall be prescribed by the Board.  Any number of
offices may be held by the same person.  It shall not be necessary for the
Officers to be Directors.

     2.  Term of Officers.  The Officers of the Corporation shall hold office
         ----------------
for one year and until their successors are chosen and have qualified.  Any
Officer or agent elected or appointed by the Board may be removed by the Board
of Directors whenever in its judgment the best interests of the corporation will
be served thereby.

     3.  President.  The President shall be the chief executive Officer of the
         ---------
Corporation; he shall preside at all meetings of the Shareholders and Directors;
he shall have general and active management of the business of the Corporation,
shall see that all orders and resolution of the Board are carried into effect;
subject, however, to the right of the Directors to delegate any specific powers,
except such as may be by statute exclusively conferred on the President, to any
other Officer or Officers of the Corporation.  He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation.  He
shall be EX-OFFICIO a member

                                       3


of all committees, and shall have the general powers and duties of supervision
and management usually vested in the office of the president of a corporation.

     4.  Secretary.  The Secretary shall attend all sessions of the Board and
         ---------
all meetings of the Shareholders and act as clerk thereof, and record all the
votes of the corporation and the minutes of all its transactions in a book to be
kept for that purpose; and shall perform like duties for all committees of the
Board of Directors when required.  He shall give, or cause to be given, notices
of all meetings of the Shareholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, and under whose supervision he shall be.  He shall keep in safe
custody the corporate seal of the corporation, and when authorized by the Board,
affix the sane to any instrument requiring it.

     5.  Treasurer.  The Treasurer shall have custody of the corporate funds and
         ---------
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall keep the moneys
of the Corporation in a separate account to the credit of the corporation.  He
shall disburse the funds of the Corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President
and Directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.

     6.  Resignations.  Any Officer, employee or other agent may resign at any
         ------------
time by giving written notice to the Board of Directors, or to the President or
the Secretary of the Corporation.  Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

                        ARTICLE V - INTERESTED OFFICERS

     1.  Interested Directors or Officers; Quorum.  No contract or transaction
         ----------------------------------------
between the Corporation and one or more of its Directors or Officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or Officers are Directors or
officers, or have a financial interest, shall be void or voidable solely for
such reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose, if:

          A.  The material facts as to such interest and as to the contract or
transaction are disclosed or are known to the Board of Directors and the Board
in good faith authorizes the contract or transaction by a vote sufficient for
such purpose without counting the vote of the interested Director or Directors;
or

          B.  The material facts as to such interest and as to the contract or
transaction are disclosed or are known to the Shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the Shareholders; or

                                       4


          C.  The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors or
the Shareholders.

     Interested Directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors which authorizes a contract or
transaction specified in this section.

                          ARTICLE VI - INDEMNIFICATION

     1.  General Rule.  Subject to the provisions of paragraph 2 below, the
         ------------
corporation shall, to the fullest extent permitted under the laws of the
Commonwealth of Pennsylvania as now or hereafter in effect, indemnify any person
(and his heirs, executors and administrators) who was or is a party, witness or
other participant, or is threatened to be made a party, witness or other
participant, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, actions by or in the right of the corporation), by reason of the
fact that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against all
expenses (including attorneys' fees, court costs, transcript costs, fees of
experts and witnesses, travel expenses and all other similar expenses),
judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding.

     2.  Standard of Conduct.  Except as provided in paragraph 4 below,
         -------------------
indemnification shall be provided under paragraph 1 above only if it is
determined in accordance with the procedure set forth in paragraph 3 below that:
(i) the person seeking indemnification acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation; and (ii) the act or failure to act giving rise to the claim for
indemnification does not constitute willful misconduct or recklessness.
Notwithstanding the foregoing, no person shall be indemnified in any case were
the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness;
nor shall any person be indemnified in any case where indemnification under this
Article is impermissible by reason of federal law.

     3.  Procedure.  Except as provided under paragraph 4 below, indemnification
         ---------
under paragraph 1 above (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the person seeking
indemnification has met the applicable standard of conduct set forth in
paragraph 2 above.  All such determinations shall be made in accordance with the
following procedure:

          A.  Method of Determination.  All determinations shall be made:  (i)
              -----------------------
by the board of Directors by majority vote of a quorum consisting or directors
who were not parties to the action, suit or proceeding in respect of which
indemnification is sought; or (ii) in the event that such a quorum is not
obtainable, or, even if obtainable, a majority of such quorum so directs,

                                       5


by Independent Counsel in a written opinion to the Board of directors, a copy of
which shall be delivered to the person seeking indemnification; or (iii) by the
shareholders.

     B.  Selection and Payment of Independent Counsel.  In the event that a
         --------------------------------------------
determination is to be made by Independent Counsel, such Independent counsel
shall be selected by the board of Directors and the law firm or person so
selected shall be subject to the approval of the person seeking indemnification,
which approval shall not be unreasonably with held.  The corporation shall pay
all reasonable fees and expenses of the Independent Counsel.  For purposes of
this Article, "Independent counsel" shall mean a law firm, or a member of a law
firm, that is experienced in matters of corporation law and that has not in the
immediately preceding five years been retained to represent the corporation, the
person, seeking indemnification or any other party to the action, suit or
proceeding giving rise to the claim for indemnification.

          C.  No Presumption.  The termination of any action, suit or proceeding
              --------------
referred to in paragraph 1 above or of any claim, issue or matter therein, by
judgment, order settlement, conviction, or upon a plea of nolo contender, or its
equivalent, shall not of itself create a presumption that a person did not act
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation or that the act or failure to
act giving rise to the claim for indemnification constitutes willful misconduct
or negligence.

     4.  Successful Defense.  Notwithstanding any other provision of this
         ------------------
Article, to the extent that a person has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in paragraph
1 above, or in defense of any claim, issue or matter therein, he shall be
indemnified by the corporation against all expenses (including attorneys' fees,
court costs, transcript costs, fees of experts and witnesses, travel expenses
and all other similar expenses) actually and reasonably incurred by him in
connection therewith.

     5.  Advance Payment of Expenses.  Subject to such terms, conditions and
         ---------------------------
limitations, if any, as the Board of Directors may in its discretion determine
to be appropriate, the corporation shall advance all reasonable expenses
(including attorneys' fees, court costs, transcript costs, fees of experts and
witnesses, travel expenses and all other similar expenses) reasonably incurred
in connection with the defense of or other response to any action, suit or
proceeding referred to in paragraph 1 above upon receipt of any undertaking by
or on behalf of the person seeking the advance to repay all amounts advanced if
it shall ultimately be determined upon final disposition of such action, suit or
proceeding that he is not entitled to be indemnified by the corporation under
the provision of this Article.  Notwithstanding the provisions of the preceding
sentence, the corporation shall not be required to make any advance payment of
expenses (or to make any further advance if one or more advances shall have been
previously made) in the event that a determination is made by the Board of
Directors that the making of an advance or further advance would be
inappropriate in the circumstances.

     6.  No Duplication of Payments.  The corporation shall not be liable under
         --------------------------
this Article to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that the person seeking indemnification has otherwise actually
received payment under any insurance policy, contract, agreement or otherwise.
In the event that the corporation makes an

                                       6


advance payment of expenses to or on behalf of any person, such person
shall repay to the corporation the amount so advanced, if and to the extent that
he subsequently receives payment therefor under any insurance policy, contract,
agreement, or otherwise.

     7.  Insurance.  The corporation may purchase and maintain at its own
         ---------
expense one or more policies of insurance to protect itself and to protect any
director, officer, employee or agent of the corporation or of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss incurred by such person in such capacity, whether or
not the corporation would have the authority to indemnify such person against
any such expense, liability or loss under this Article or under the laws of the
Commonwealth of Pennsylvania.

     8.  Indemnification Agreements.  The corporation shall have authority by
         --------------------------
vote of a majority of the Board of Directors to enter into an Indemnification
Agreement with any person who may be indemnified by the Corporation pursuant to
the provisions of this Article or otherwise.  Any such Indemnification Agreement
may contain such terms and conditions as a majority of the Board of Directors
shall in the exercise of their discretion determine to be necessary or
appropriate, provided that such terms and conditions may not be inconsistent
with the substantive provision of this Article.  The tact that the corporation
has not entered into an Indemnification Agreement with any person shall not in
any way limit the indemnification rights of such person under this Article or
otherwise.

     9.  Non-exclusivity.  The right to indemnification and the payment of
         ---------------
expenses incurred in defending against or otherwise responding to any action,
suit or proceeding in advance of its final disposition as set forth in this
Article shall not he exclusive of any other rights which any person may now have
or hereafter acquire under any agreement, vote of shareholders, vote of
disinterested directors, or under any applicable law or under the Articles of
Incorporation of the corporation, or otherwise.

     10.  Survival of Rights.  The indemnification rights provided to a person
          ------------------
under the provision of this Article shall continue after such person ceases to
be a director or officer of the corporation or of another entity, as to any
action taken, any failure to take action, or any events which occurred while
such person was a director or officer of the corporation or of another entity.

     11.  Modification or Repeal.  The provisions of this Article may be
          ----------------------
modified or repealed in accordance with the procedures for amending these
Bylaws; provided, however, that any such modification or repeal shall not have
any effect upon the indemnification rights of any person as they relate to any
action taken, any failure to take action, or events which occurred prior to the
effective date of such modification or repeal.

                        ARTICLE VII - CORPORATE RECORDS

     1.  Place and Manner of Keeping.  There shall be kept at the registered
         ---------------------------
office or principal place of business of the corporation an original or
duplicate record of the proceedings of the Shareholders and of the Directors,
and the original or a copy of its Bylaws, including all amendments or
alterations thereto to date, certified by the Secretary of the Corporation.  An

                                       7


original or duplicate share register shall also be kept at the registered office
or principal place of business or at the office of a transfer agent or
registrar, giving the names of the Shareholders, their respective addresses and
the number and classes of shares held by each.

     2.  Right of Inspection.  Every Shareholder shall, upon written verified
         -------------------
demand stating the purpose thereof, have a right to examine, in person or by
agent or attorney, during the usual hours for business for any proper purpose,
the share register, books or records of account, and records of the proceedings
of the incorporators, Shareholders and Directors, and to make copies or extracts
therefrom.

                           ARTICLE VIII -  AMENDMENTS

     These Bylaws may be amended or repealed either by the vote of Shareholders
entitled to cast at least a majority of the votes which all Shareholders are
entitled to cast thereon, at any regular or special meeting of the Shareholders,
duly convened after notice to the Shareholders of that purpose.  Such proposed
amendment, repeal or new Bylaws, or a summary thereof, shall be set forth in any
notice of such meeting, whether annual, regular or special.

     These Bylaws were adopted by the Shareholders on March 17, 1994.

                                       8

EX-3.83

                                                                    EXHIBIT 3.83
                                                                    ------------

                             Amended and Restated
                           Articles of Incorporation
                                       of
                            Keystone Recovery, Inc.

                                   ARTICLE I
                                   ---------
                                      NAME
                                      ----

                     The name of the corporation shall be:

                            Keystone Recovery, Inc.

                                   ARTICLE II
                                   ----------
                                PRINCIPAL OFFICE
                                ----------------

     The place in the State of Ohio where the corporation's principal office is
to be located is Middleburg Heights, in Cuyahoga County.

                                  ARTICLE III
                                  -----------
                                    PURPOSES
                                    --------

     The purpose(s) for which the corporation is organized is to engage in any
lawful act, activity or business not contrary to and for which a corporation may
be formed under the laws of the State of Ohio, and to have and exercise all
powers, rights and privileges conferred by the laws of Ohio on corporations,
including, but not limited to, buying, leasing or otherwise acquiring and
holding, using or otherwise enjoying and selling, leasing or otherwise disposing
of any interest in any property, real or personal, of whatever nature and
wheresoever situated, and buying and selling stocks, bonds or any other security
of any issuer as the corporation by action of its board of directors may, at any
time and from time to time, deem advisable.

                                   ARTICLE IV
                                   ----------
                                AUTHORIZED STOCK
                                ----------------

     The maximum number of shares of stock which the corporation shall have
authority to issue is one hundred (100) shares, which shares shall be designated
as follows:  ninety-five (95) shares shall be Class A Common Stock, without par
value, and five (5) shares shall be Class B Common Stock, without par value.
The only difference between the rights associated with Class A Common Stock and
Class B Common Stock shall be the preemptive rights applicable to each, as
provided in Article VIII below.

                                   ARTICLE V
                                   ---------
                              CERTAIN TRANSACTIONS
                              --------------------

     No person shall be disqualified from being a director of the corporation
because he or she is or may be a party to, and no director of the corporation
shall be disqualified form entering into, any contract or other transaction to
which the corporation is or may be a party.  No contract or any other
transaction to which the corporation is or may be a party shall be void or
voidable for


reason that any director or officer or other agent of the corporation is a party
thereto, or otherwise has any direct or indirect interest in such contract or
transaction or in any other party thereto, or for reason that any interested
director or officer or other agent of the corporation authorizes or participates
in authorization of such contract or transaction, (a) if the material facts as
to such interest are disclosed or are otherwise known to the board of directors
or applicable committee of directors at the time the contract or transaction is
authorized, and at least a majority of the disinterested directors or
disinterested members of the committee vote for or otherwise take action
authorizing such a contract or transaction, even though such disinterested
directors or members are less than a quorum, or (b) if the contract or
transaction (i) is not less favorable to the corporation than an arm's length
contract of transaction in which no director or officer or other agent of the
corporation has any interest or (ii) is otherwise fair to the corporation as of
the time it is authorized. Any interested director may be counted in determining
the presence of a quorum at any meeting of the board of directors or any
committee thereof which authorizes the contract or transaction.

                                   ARTICLE VI
                                   ----------
                                   REDEMPTION
                                   ----------

     The corporation by and through the board of directors is authorized, except
to the extent prohibited by law, to repurchase, redeem or otherwise acquire,
from time to time and at any time, shares of any class of capital stock issued
by it.

                                  ARTICLE VII
                                  -----------
                                INDEMNIFICATION
                                ---------------

     (1) The corporation shall indemnify or agree to 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 he or she 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, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action suit, or proceeding if he
or she acted in good faith and in a manner he or she 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 his or her
conduct was unlawful.  The termination of any action, suit, or proceeding, had
no reasonable cause to believe his or her conduct was unlawful.  The termination
of any action, suit, or proceeding by judgment, order, settlement, or
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 he reasonably believed to be in or not opposed to the best interests of
the corporation and with respect to any criminal action or proceeding, he or she
had reasonable cause to believe that his or her conduct was unlawful.

                                       2


     (2) The corporation shall indemnify or agree to 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 or she 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, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he 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 of the following:

          (a) Any claim, issue, or matter as to which such person is adjudged to
be liable for negligence or misconduct in the performance of his or her duty to
the corporation unless, and only to the extent that the court of common pleas or
the court in which such action or suit was brought determines 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 as the court of common pleas or such other court
shall deem proper;

          (b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Ohio Revised Code.

     (3) To the extent that a director, trustee, officer, employee, or agent has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in paragraphs (1) and (2) of this Article VII, or in
defense of any claim, issue, or matter therein, he or she shall be indemnified
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the action, suit, or proceeding.

     (4) Any indemnification under paragraphs (1) and (2) of this Article VII,
unless ordered by the court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in paragraphs (1)
and (2) of this Article VII.  Such determination shall be made as follows:

          (a) By a majority vote of a quorum consisting of directors who were
not and are not parties to or threatened with any such action, suit, or
proceeding;

          (b) If the quorum described in paragraph (4)(a) of this Article VII is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation or any person to be
indemnified within the past five years;

          (c)  By the shareholders or;

          (d) By the court of common pleas or the court in which such action,
suit, or proceeding was brought.

                                       3


     Any determination made by the disinterested directors under paragraph
(4)(a) or by independent legal counsel under paragraph (4)(b) of this Article
VII shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the corporation under paragraph (2) of this
Article VII, and within ten (10) days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.

     (5)  (a)  Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in paragraphs (1) and (2)
of this Article VII is pursuant to section 1701.95 of the Ohio Revised Code,
expenses, including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or proceeding
upon receipt of an undertaking by or on behalf of the director in which he or
she agrees to do both of the following:

              (i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his or her action or failure
to act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interest of the corporatio n; and

              (ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.

          (b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, or agent in defending any action, suit or proceeding
referred to in paragraphs (1) and (2) of this Article VII, may be paid by the
corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, if it ultimately is determined
that he or she is not entitled to be indemnified by the corporation.

     (6) The indemnification authorized by this Article VII shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the corporations' articles of incorporation,
regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

     (7) The corporation may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit, or
self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under this Article VII or any applicable law.

                                       4


Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.

     (8) The authority of the corporation to indemnify persons pursuant to
paragraphs (1) and (2) of this Article VII does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other protection
that may be provided pursuant to paragraphs (5), (6), and (7) of this Article
VII.  Paragraphs (1) and (2) of this Article VII do not create any obligation to
repay or return payments made by the corporation pursuant to paragraphs (5),
(6), or (7).

     (9) The intent of this Article VII is to provide for indemnification and
advancement of expenses to the fullest extent permitted by the General
Corporation Law of Ohio.  To the extent such law may be amended or supplemented
from time to time, this Article VII shall be amended automatically and construed
so as to permit indemnification and advancement of expenses to the fullest
extent from time to time permitted by law.

                                  ARTICLE VIII
                                  ------------
                                PREEMPTIVE RIGHT
                                ----------------

     Any provision of the Ohio Revised Code to the contrary notwithstanding,
each common share shall entitle the holder to a preemptive right, for a period
of sixty (60) days after notice from the corporation with respect to Class A
Common Stock and 180 days after notice from the corporation with respect to
Class B Common Stock, to subscribe for, purchase and otherwise acquire, on the
same terms being offered, any theretofore unissued common shares of the
corporation which the corporation proposes to issue or any rights or options
which the corporation proposes to grant for the purchase of unissued common
shares of the corporation or for the purchase of any shares, bonds, securities
or obligations of the corporation which are convertible into or exchangeable
for, or which carry and rights to subscribe for, purchase or otherwise acquire
unissued common shares of the corporation, whether now or hereafter authorized
or created, and whether the proposed issue, reissue, transfer or grant is for
cash, property or other lawful consideration.  After the expiration of the sixty
(60) day notice period applicable to holders of Class A Common Stock or the
written waiver thereof by each holder of

     Class A Common Stock, any and all of such shares, rights options, warrants,
bonds, securities or obligations of the corporation may be issued, reissued,
transferred or granted by the board of directors, as the case may be, to any
persons, parties, corporations and associations, and for such lawful
consideration, and upon such terms, as the board of directors in its discretion
may determine; provided, however, that any such transaction shall in no way
limit the preemptive rights of holders of Class B Common Stock in the event such
transaction takes place prior to the expiration of the 180 day notice period
applicable to holders of Class B Common Stock or the date such preemptive rights
are waived by the holders of Class B Common Stock.

                                       5


                                   ARTICLE IX
                                   ----------
                         AMENDMENT OF PREEMPTIVE RIGHT
                         -----------------------------

     Notwithstanding anything elsewhere to the contrary, the provisions of
Article VIII of these Amended and Restated Articles of Incorporation (which
relates to preemptive rights) may not be amended, deleted or modified, unless
adopted by the affirmative vote of all of the corporation's then outstanding
shares of common stock.

                                   ARTICLE X
                                   ---------
                          SUPERSEDE EXISTING ARTICLES
                          ---------------------------

     These Amended and Restated Articles of Incorporation take the place of and
supersede the existing Amended and Restated Articles of Incorporation.

                                       6

EX-3.84

                                                                    EXHIBIT 3.84
                                                                    ------------

                            Keystone Recovery, Inc.

                                   * * * * *

                                  Regulations

                                   * * * * *

                                   Article I

                            Meetings of Shareholders

     Section 1.  Place of Meetings.  All meeting of the shareholders shall be
                 -----------------
held at such place within or without the State of Ohio as may be fixed from time
to time by the board of directors and specified in the notice of annual meeting,
or if not so designated, at the registered office of the corporation.

     Section 2.  Annual Meeting.  Annual meetings of shareholders shall be held
                 --------------
on the first Monday in April in each year, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 a.m., or at such
other date and time as shall be designated from time to time by the board of
directors, at which meeting the shareholders shall elect, by a plurality vote, a
board of directors and shall transact such other business as may properly be
brought before the meeting.  If no annual meeting is held in accordance with the
foregoing provisions, the board of directors shall cause the meeting to be held
as soon thereafter as convenient, which meeting shall be designated a special
meeting in lieu of annual meeting.

     Section 3.  Special Meetings.  Special meetings of the shareholders, for
                 ----------------
any purpose or purposes, may, unless otherwise prescribed by statute or by the
articles of incorporation, be called by the board of directors or the president
(or, in case of the president's absence, death, or disability, the vice-
president, if any, authorized to exercise the authority of the president) and
shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request therefor, in writing,
delivered to the president or the secretary and signed by the holders of not
less than twenty-five percent (25%) of the shares issued and outstanding and
entitled to vote.  Such request shall state the purpose or purposes of the
proposed meeting.  Business transacted at any special meeting shall be limited
to matters relating to the purpose or purposes stated in the notice of meeting.

     Section 4.  Notice of Meetings.  Written notice of each meeting of
                 ------------------
shareholders, annual or special, stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called, shall be given not
less than seven (7) or more than sixty (60) days before the date of the meeting,
to each shareholder entitled to vote at such meeting.  If mailed, the notice
shall be deemed delivered when deposited, with postage thereon prepaid, in the
United States mail, addressed to the shareholder at the shareholder's address as
it appears on the corporation's records, or, if a shareholder shall have filed
with the secretary a written request that


notices to him be mailed to some other address, then directed to him at that
other address. With respect to any shares which are jointly held, notice to any
one of such joint shareholders shall be sufficient notice to all the holders of
such shares. Except as expressly provided otherwise by Ohio law, no failure or
irregularity of notice of any annual meeting, or special meeting in lieu of
annual meeting, shall invalidate the same or any proceeding thereat.

     Section 5.  Quorum.  At all meetings of shareholders, the holders of record
                 ------
of a majority of the issued and outstanding voting shares of the corporation,
present in person or by proxy, shall constitute a quorum for the transaction of
business.  Where a separate vote by a class or classes is required, the holders
of record of a majority of the issued and outstanding voting shares of such
class or classes, present in person or representing by proxy, shall constitute a
quorum entitled to take action with respect to the vote on that matter.

     Section 6.  Adjournments.  Any meeting of shareholders may be adjourned
                 ------------
from time to time to any other time and to any other place at which a meeting of
shareholders may be held under these regulations, which time and place shall be
announced at the meeting, by a majority of the shareholders present in person or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no shareholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting.  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 shareholder of record
entitled to vote at the meeting.

     Section 7.  Action at Meetings.  When a quorum is present at any meeting,
                 ------------------
the vote of the holders of a majority in amount of the shares present in person
or represented by proxy and entitled to vote on the matter (or where a separate
vote by a class or classes is required, the vote of the majority of shares of
such class or classes present in person or represented by proxy at the meeting)
shall decide any matter (other than the election of directors) brought before
such meeting, unless the matter is one upon which, by express provision of law,
the articles of incorporation or these regulations, a different vote is
required, in which case such express provision shall govern and control the
decision of such matter.  Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.

     Section 8.  Voting and Proxies.  Unless otherwise provided in the articles
                 ------------------
of incorporation, each shareholder shall at every meeting of the shareholders be
entitled to one vote for each share of capital stock having voting power held of
record by such shareholder.  Each shareholder entitled to vote at a meeting of
shareholders, or to express consent or dissent to corporate action in writing
without a meeting, may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after eleven (11) months
from its date, unless the proxy provides for a longer period.  To be considered
valid, the proxy shall be in writing, subscribed by such shareholder, or by his
duly authorized attorney, and submitted to the

                                       2


secretary, or his substitute, at or before such meeting. A telegram, cablegram,
or facsimile appearing to have been transmitted by such person, or a photocopy
or equivalent reproduction of a writing, appointing a proxy is a sufficient
writing.

     Section 9.  Action Without a Meeting.  Any action required to be taken at
                 ------------------------
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of such shareholders, 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 all the
shareholders who would be entitled to notice of a meeting of the shareholders
held for such purpose, and the writing or writings are filed with the minutes of
proceedings of the shareholders.

     Section 10.  Order of Business.  The order of business at the annual
                  -----------------
meeting, or special meeting in lieu of annual meeting, and, to the extent not
inconsistent with the purpose or purposes for which such meeting is called, as
specified in the notice of meeting, and at all other meetings of shareholders,
shall be as follows:

     1.  Proof of notice of the meeting;
     2.  Determination of a quorum;
     3.  Reading and disposal of unapproved minutes;
     4.  Presentation of annual financial statement;
     5.  Reports of officers and committees;
     6.  Election of directors;
     7.  Unfinished business;
     8.  New business; and
     9.  Adjournment.

     Except as otherwise provided by law or in these regulations, Robert's Rules
of Order shall be used to resolve any procedural disputes that might arise in a
shareholders' meeting.

                                   Article II

                                   Directors

     Section 1.  Number, Classification, Election, Tenure and Qualification.
                 ----------------------------------------------------------
The number of directors which shall constitute the whole board shall be not less
than the lesser of the number of shareholders of the corporation or three (3),
as may be fixed from time to time by resolution of the shareholders; provided,
however, that no reduction in the number of directors shall, in and of itself,
have the effect of removing any director prior to the expiration of his term of
office.

     The directors shall be divided into two classes, designated Class I and
Class II.  Class II shall consist, as nearly as may be possible, of one-third of
the total number of directors constituting the entire board of directors.  The
exact number of directors and the exact number of directors in each class shall
be determined from time to time by resolution adopted by affirmative vote of a
majority of the votes of the shares present in person or represented by proxy at
a

                                       3


meeting of the shareholders called for such purpose or in a writing signed by
all of the shareholders.

     The Class I directors shall be elected by a plurality of the votes of Class
A Common Stock shareholders present in person or represented by proxy at a
meeting called for such purpose or in a writing signed by all such shareholders.
The Class II directors shall be elected by the corporation's Class B Common
Stock shareholders by a plurality of the votes of such shareholders present in
person or represented by proxy at a meeting called for such purpose or in a
writing signed by all such shareholders.

     The directors shall be elected at the annual meeting or at any special
meeting of the shareholders, except as provided in Section 2 of this Article II,
and each director elected shall hold office until his successor is elected and
qualified, unless sooner displaced.  Directors need not be shareholders.

     The classification of directors into Class I and Class II directors shall
terminate upon the later of two (2) years after the date of these Regulations or
the date any landfill gas sales agreement between the corporation and Regenco
Corporation is terminated.

     Section 2.  Vacancies.  Vacancies may be filled by a majority of the
                 ---------
directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, unless
sooner displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.  In the event of a
vacancy in the board of directors, the remaining directors, except as otherwise
provided by law or these regulations, may exercise the powers of the full board
until the vacancy is filled.

     Section 3.  Resignation and Removal.  Any director may resign at any time
                 -----------------------
upon written notice to the corporation at its principal place of business or to
the president or secretary.  Such resignation shall be effective upon receipt,
unless it is specified to be effective at some other time or upon the happening
of some other event.  Any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, unless otherwise specified by law
or the articles of incorporation.

     Section 4.  General Powers.  The business and affairs of the corporation
                 --------------
shall be managed by its board of directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these regulations directed or required to be
exercised or done by the shareholders.

     Section 5.  Chairman of the Board.  If the board of directors appoints a
                 ---------------------
chairman of the board, he shall, when present, preside at all meetings of the
shareholders and the board of directors.  He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.

                                       4


     Section 6.  Place of Meetings.  The board of directors may hold meetings,
                 -----------------
both regular and special, either within or without the State of Ohio.

     Section 7.  Regular Meetings.  Regular meetings of the board of directors
                 ----------------
may be held without notice at such time and at such place as shall from time to
time be determined by the board; provided that any director who is absent when
such a determination is made shall be given prompt notice of such determination.
A regular meeting of the board of directors may be held without notice
immediately after and at the same place as the annual meeting of the
shareholders.

     Section 8.  Special Meetings.  Special Meetings of the board may be called
                 ----------------
by the chairman of the board, the president, any vice-president, or on the
written request of two or more directors, or by one director in the event that
there is only one director in office.  Two days' notice to each director, either
personally or by telegram, cable, telecopy, commercial delivery service, telex,
facsimile or similar means sent to his business or home address, or three days'
notice by written notice deposited in the United States mail, shall be given to
each director by the secretary or by the officer of one of the directors calling
the meeting.  A notice or waiver of notice of a meeting of the board of
directors need not specify the purpose or purposes of the meeting.

     Section 9.  Quorum, Action at Meetings, Adjournments.  At all meetings of
                 ----------------------------------------
the board, a majority of directors then in office, but in no event less than one
third of the authorized number of directors, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by law or by the
articles of incorporation.  Notwithstanding the foregoing, the majority of the
directors in office shall constitute a quorum for filling a vacancy in the
board.  For purposes of this section, the term "authorized number of directors"
shall mean the number of directors last fixed by the shareholders in accordance
with the law and these regulations; provided, however, that if less than all the
number so fixed of directors were elected, the "authorized number of directors"
shall mean the greatest number of directors so elected to hold office at any one
time pursuant to such authorization.  If a quorum shall not be present at any
meeting of the board of directors, a majority of the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 10.  Action by Consent.  Unless otherwise restricted by the
                  -----------------
articles of incorporation or these regulations, any action required or permitted
to be taken at any meeting of the board of directors, 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, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

     Section 11.  Telephonic Meetings.  Unless otherwise restricted by the
                  -------------------
articles of incorporation or these regulations, members of the board of
directors or of any committee thereof may participate in a meeting of the board
of directors or of any committee, as the case may be, by means of conference,
telephone or similar communications equipment by means of which all

                                       5


persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.

     Section 12.  Committees.  The board of directors may, by resolution passed
                  ----------
by a majority of the whole board, designate one or more committees, each
committee to consist of three (3) or more of the directors as members.  In
addition, the directors may, by resolution passed by a majority of the whole
board, appoint one (1) or more of the directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  Any such committee, to the extent provided in the resolution of
the board of directors, shall have and may exercise all the powers and authority
of the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation, if any, to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the articles of incorporation,
adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the shareholders a
dissolution of the corporation nor a revocation of a dissolution, or amending
the regulations of the corporation; and, unless the resolution designating such
committee or the articles of incorporation expressly so provide, no such
committee shall have the power of authority to declare a dividend or to
authorize the issuance of stock.  Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.  Each committee shall keep regular minutes of its
meetings and make such reports to the board of directors as the board of
directors may request.  Except as the board of directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
regulations for the conduct of its business by the board of directors.

     Section 13.  Compensation.  Unless otherwise restricted by the articles of
                  ------------
incorporation or these regulations, the board of directors shall have the
authority to fix, from time to time, the compensation of directors.  The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and the performance of their responsibilities as
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors and/or a stated salary as director.  The board of directors
may also allow compensation for members of special or standing committees for
service on such committees.  No compensation accrued or paid pursuant hereto
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

     Section 14.  Order of Business.  The order of business at all meetings of
                  -----------------
the board of directors shall be:

     1.  Determination of a quorum;
     2.  Reading and disposal of all unapproved minutes;
     3.  Reports of officers and committees;
     4.  Unfinished business;
     5.  New business; and

                                       6


     6.  Adjournment.

     Except as otherwise provided by law or these regulations, Robert's Rules of
Order shall be used to resolve any procedural dispute that might arise in a
board of directors' meeting.

                                  Article III

                                    Officers

     Section 1.  Enumeration.  The officers of the corporation shall be chosen
                 -----------
by the board of directors and shall be a president, a secretary and a treasurer
and such other officers with such titles, terms of office and duties as the
board of directors may from time to time determine, including a chairman of the
board, one or more vice-presidents, and one or more assistant secretaries and
assistant treasurers.  If authorized by resolution of the board of directors,
the president may be empowered to appoint from time to time assistant
secretaries and assistant treasurers.  Any number of offices may be held by the
same person, unless the articles of incorporation or these regulations otherwise
provide.

     Section 2.  Election.  The board of directors at its first meeting after
                 --------
each annual meeting of shareholders shall choose a president, a secretary and a
treasurer.  Other officers may be appointed by the board of directors at such
meeting, at any other meeting, or by written consent.

     Section 3.  Tenure.  The officers of the corporation shall hold office
                 ------
until their successors are chosen and qualify, unless a different term is
specified in the vote choosing or appointing him, or until his earlier death,
resignation or removal.  Any officer elected or appointed by the board of
directors or by the president may be removed at any time by the affirmative vote
of a majority of the board of directors or a committee duly authorized to do so.
Any vacancy occurring in any office of the corporation may be filled by the
board of directors, at its discretion.  Any officer may resign by delivering his
written resignation to the corporation at its principal place of business or to
the president or the secretary.  Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.

     Section 4.  President.  The president shall be the chief operating officer
                 ---------
of the corporation.  He shall also be the chief executive officer, unless the
board of directors otherwise provides.  The president shall, subject to Section
5 of Article II, or unless the board of directors provides otherwise in a
specific instance or generally, preside at all meetings of the shareholders and
the board of directors, have general and active management of the business of
the corporation and see that all orders and resolutions of the board of
directors are carried into effect.  The president shall have authority, subject
to Article VIII, to execute, on behalf of and in the name of the corporation,
any contracts, agreements, notes, deeds, certificates, instruments, bonds,
mortgages, and other documents, except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

                                       7


     Section 5.  Vice-Presidents.  In the absence of the president or in the
                 ---------------
event of his inability or refusal to act, the vice-president, or if there be
more than one vice-president, the vice-presidents in the order designated by the
board of directors (or in the absence of any designation, then in the order
determined by their tenure in office) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president.  The vice-presidents shall perform such other
duties and have such other powers as the board of directors or the president may
from time to time prescribe.

     Section 6.  Secretary.  The secretary shall have such powers and perform
                 ---------
such duties as are incident to the office of secretary.  He shall maintain a
stock ledger and prepare lists of shareholders and their addresses as required
and shall be the custodian of corporate records.  The secretary shall attend all
meetings of the board of directors and all meetings of the shareholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required.  He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be from time to time
prescribed by the board of directors or the president, under whose supervision
he shall be.  He shall have custody of the corporate seal of the corporation, if
any, and he, or an assistant secretary, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary.  The board of
directors may give general authority to any officer to affix the seal of the
corporation, if any, and to attest the affixing by his signature.

     Section 7.  Assistant Secretaries.  The assistant secretary, or if there be
                 ---------------------
more than one, the assistant secretaries in the order determined by the board of
directors, the president or the secretary (or if there be no such determination,
then in the order determined by their tenure in office), shall, in the absence
of the secretary or in the event of his inability to or refusal to act, perform
the duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors, the president or
the secretary may from time to time prescribe.  In the absence of the secretary
or any assistant secretary at any meeting of shareholders or directors, the
person presiding at the meeting shall designate a temporary or acting secretary
to keep a record of the meeting.

     Section 8.  Treasurer.  The treasurer shall perform such duties and shall
                 ---------
have such powers as may be assigned to him by the board of directors or the
president.  In addition, the treasurer shall perform such duties and have such
powers as are incident to the office of treasurer.  The treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the board
of directors.  He shall disburse the funds of the corporation as may be ordered
by the board of directors, taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, when the president or
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.

                                       8


     Section 9.  Assistant Treasurers.  The assistant treasurer, or if there
                 --------------------
shall be more than one, the assistant treasurers in the order determined by the
board of directors, the president or the treasurer (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors,
the president or the treasurer may from time to time prescribe.

     Section 10.  Salaries.  The salaries, if any, of the officers shall be
                  --------
fixed from time to time by the board of directors.  No person shall be prevented
from receiving a salary by reason of the fact that he is also a director.

                                   Article IV

                                    Notices

     Section 1.  Delivery.  Whenever, under the provisions of law, or of the
                 --------
articles of incorporation or these regulations, written notice is required to be
given to any director or shareholder, such notice may be given by mail,
addressed to such director or shareholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail.  Unless written notice by mail is required by law, written notice
may also be given by telegram, cable, telecopy, commercial delivery service,
telex, facsimile or similar means, addressed to such director or shareholder at
his address as it appears on the records of the corporation or the person
sending such notice and not by the addressee.  Oral notice or other in-hand
delivery (in person or by telephone) shall be deemed given at the time it is
actually given.

     Section 2.  Waiver of Notice.  Whenever any notice is required to be given
                 ----------------
under the provisions of law or of the articles of incorporation or these
regulations, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   Article V

                                Indemnification

     Section 1.  Actions other than by or in the Right of the Corporation.  The
                 --------------------------------------------------------
corporation shall indemnify or agree to 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 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, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding if he acted in good faith and in the
manner he

                                       9


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 his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or 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 he
reasonably believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     Section 2.  Actions by or in the Right or the Corporation.  The corporation
                 ---------------------------------------------
shall indemnify or agree to 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, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he 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 of the following:

          (a) Any claim, issue, or matter as to which such person is adjudged to
be liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that the court of common pleas or the
court in which such action or suit was brought determines 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 as the court of common pleas or such other court shall deem proper;

          (b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Ohio Revised Code.

     Section 3.  Success on the Merits.  To the extent that a director, trustee,
                 ---------------------
officer, employee, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Sections 1 and 2 of
this Article V, or in defense of any claim, issue, or matter therein, he shall
be indemnified against expense, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit, or proceeding.

     Section 4.  Specific Authorization.  Any indemnification under Sections 1
                 ----------------------
and 2 of this Article V, unless ordered by the court, shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2 of this Article V.  Such determination shall be made
as follows:

          (a) By a majority vote of a quorum consisting of directors who were
not and are not parties to or threatened with any such action, suit, or
proceeding;

                                       10


          (b) If the quorum described in Section 4, subparagraph (a) of this
Article V is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation or any person to
be indemnified within the past five years;

          (c)  By the shareholders; or

          (d) By the court of common pleas or the court in which such action,
suit, or proceeding was brought.

     Any determination made by the disinterested directors under Section 4,
subparagraph (a) or by independent legal counsel under Section 4, subparagraph
(b) of this Article V shall be promptly communicated to the person who
threatened or brought the action or suit by or in the right of the corporation
under Section 2 of this Article V, and within ten (10) days after receipt of
such notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review the
reasonableness of such determination.

     Section 5.  Advance Payment.  (a) Unless at the time of a director's act or
                 ---------------
omission that is the subject of an action, suit, or proceeding referred to in
Sections 1 and 2 of this Article V is pursuant to section 1701.95 of the Ohio
Revised Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the corporation as
they are incurred, in advance of the final disposition of the action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director in
which he agrees to do both of the following:

               (i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the corporation or undertaken with reckless disregard for the best interest of
the corporation; and

               (ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.

          (b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, or agent in defending any action, suit or proceeding
referred to in Sections 1 and 2 of this Article V, may be paid by the
corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding as authorized by the directors in the specific case
upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, if it ultimately is determined
that he is not entitled to be indemnified by the corporation.

     Section 6.  Non-Exclusivity.  The indemnification authorized by this
                 ---------------
Article V shall not be exclusive of, and shall be in addition to, any other
rights granted to those seeking indemnification under the corporation's articles
of incorporation, regulations or any agreement,

                                       11


vote of shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

     Section 7.  Insurance.  The corporation may purchase and maintain insurance
                 ---------
or furnish similar protection, including but not limited to trust funds, letters
of credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him or in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
this Article V or any applicable law.  Insurance may be purchased from or
maintained with a person in which the corporation has a financial interest.

     Section 8.  Construction.  The authority of the corporation to indemnify
                 ------------
persons pursuant to Sections 1 and 2 of this Article V does not limit the
payment of expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to Sections 5, 6, and 7 of this Article
V.  Sections 1 and 2 of this Article V do not create any obligation to repay or
return payments made by the corporation pursuant to Sections 5, 6, or 7.

     Section 9.  Severability.  If any word, clause or provision of this Article
                 ------------
V or any award made hereunder shall for any reason be determined to be invalid,
the other provisions hereof shall not otherwise be affected thereby but shall
remain in full force and effect.

     Section 10.  Intent of Article.  The intent of this Article V is to provide
                  -----------------
for indemnification and advancement of expenses to the fullest extent permitted
by the General Corporation Law of Ohio.  To the extent such law may be amended
or supplemented from time to time, this Article V shall be amended automatically
and construed so as to permit indemnification and advancement of expenses to the
fullest extent from time to time permitted by law.

                                   Article VI

                                 Capital Stock

     Section 1.  Certificates for Shares.  Every holder of shares in the
                 -----------------------
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman of the board, or the president or a vice-
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
him in the corporation.  Any or all of the signatures on the certificate may be
a facsimile.  In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.  No certificate
for shares shall be executed and delivered until such shares are fully paid.

                                       12


     Section 2.  Lost Certificates.  The board of directors may direct a new
                 -----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed.  When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sums as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost,
stolen or destroyed or the issuance of such new certificate.

     Section 3.  Transfer of Shares.  Upon surrender to the corporation or the
                 ------------------
transfer agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 4.  Record Date.  In order that the corporation may determine the
                 -----------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, the board of directors may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be more than sixty (60)
days nor less than seven (7) days before the date of such meeting.  A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.  If no record date is fixed, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held.  In order that the corporation may determine the
shareholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted by the
board of directors, and which shall not be more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by the board of
directors.  If no record date is fixed, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required by statute,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation as provided
in Section 9 of Article I.  If no record date is fixed and prior action by the
board of directors is required, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the date on which the board of directors adopts the
resolution taking such prior action.  In order that the corporation may
determine the shareholders entitled to exercise any rights in respect of any
change, conversion or exchange of shares, or for the purpose of any other lawful
action, the board of directors may fix a second date, which shall not precede
the date upon which the resolution fixing the record date is adopted, and which
shall be not more than

                                       13


sixty (60) days prior to such action. If no record date is fixed, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the board of directors adopts the resolution
relating to such purpose.

     Section 5.  Registered Shareholders.  The corporation shall be entitled to
                 -----------------------
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Ohio.

                                  Article VII

                              Certain Transactions

     Section 1.  Transactions with Interested Parties.  No contract or
                 ------------------------------------
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction or solely because his or their
votes are counted for such purpose if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the board of
     directors or the committee, and the board or committee in good faith
     authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the shareholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the shareholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved or ratified, by the board of directors,
     a committee thereof, or the shareholders.

     Section 2.  Quorum.  Common or interested directors may be counted in
                 ------
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                       14


                                  Article VIII

                           Loans, Checks and Deposits

     Section 1.  Loans.  No loans shall be contracted on behalf of the
                 -----
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors, and such authority may be
general or confined to specific instances.

     Section 2.  Checks, Drafts, etc.  All checks, drafts or other orders for
                 -------------------
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by the officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

     Section 3.  Deposits.  All funds of the corporation not otherwise employed
                 --------
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.

                                   Article IX

                               General Provisions

     Section 1.  Dividends.  Dividends upon the capital stock of the corporation
                 ---------
may be declared by the board of directors at any regular or special meeting or
by written consent, pursuant to law.  Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
articles of incorporation.

     Section 2.  Reserves.  The directors may set apart out of any funds of the
                 --------
corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.

     Section 3.  Fiscal Year.  The fiscal year of the corporation shall be fixed
                 -----------
and may be altered from time to time by resolution of the board of directors.

     Section 4.  Seal.  The board of directors may, but shall not be required
                 ----
to, adopt a corporate seal.  The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.  Notwithstanding
the adoption of a corporate seal by the board of directors, and unless otherwise
provided by law, failure to affix the corporate seal shall not affect the
validity of any contract, agreement, note, deed, certificate, instrument, bond,
mortgage or other document signed by the corporation in any manner authorized by
law or these regulations.

     Section 5.  Severability.  Any provision of these regulations, or any
                 ------------
amendment or alteration thereof, which is determined to be in violation of law
shall not in any way render any of the remaining provisions invalid.

                                       15


     Section 6.  References to Gender and Number Terms.  In construing these
                 -------------------------------------
regulations, feminine or neuter pronouns shall be substituted for those
masculine in form and vice versa, and plural terms shall be substituted for
singular and singular for plural in any place in which the context so requires.

     Section 7.  Headings.  The Article and Section headings in these
                 --------
regulations are inserted for convenience only and are not part of the
regulations.

                                   Article X

                                   Amendments

     Amendment, deletion or other modifications of Article II, Section 1 of
these Regulations (which relates to classification of directors) shall require
adoption by the affirmative vote of all of the corporation's then outstanding
shares of common stock.  Subject to the foregoing, these regulations may be
otherwise altered, amended or repealed or new regulations may be adopted by the
shareholders or by the board of directors, when such power is conferred upon the
board of directors by the articles of incorporation, at any regular meeting of
the shareholders or of the board of directors or at any special meeting of the
shareholders or of the board of directors; provided, however, that in the case
of a regular or special meeting of shareholders, notice of such alteration,
amendment, repeal or adoption of new regulations shall be contained in the
notice of such meeting.

                                       16


                   Register of Amendments to the Regulations


                           Section
Date                       Affected           Change
- ----------------   ------------------------   --------------------------------
                                        



                                       17

EX-3.85

                                                                    EXHIBIT 3.85
                                                                    ------------

                           ARTICLES OF INCORPORATION
                                       OF
                          AMERICAN LANDFILL SUPPLY CO.

     The undersigned, for purposes of forming a corporation for profit in
accordance with Iowa Business Corporation Act, Title 19 of the Iowa Code does
hereby state:

                                   ARTICLE I

     NAME.  The name of the corporation shall be "American Landfill Supply Co."
     ----

                                   ARTICLE II

     INITIAL REGISTERED OFFICE AND AGENT.  The place in Iowa where the initial
     -----------------------------------
registered office of the corporation is to be located shall be 204 West 2nd
Street in the City of Montpelier, and County of Muscatine.  The name of the
corporation's initial registered agent shall be Steve Ingwersen.

                                  ARTICLE III

     PURPOSE.  The purpose for which the corporation is formed shall be:
     -------

          The corporation shall have unlimited power to engage in, and to do any
          lawful act concerning, any or all lawful businesses for which
          corporations may be organized under the Iowa Business Corporation Act.

                                   ARTICLE IV

     CAPITAL STOCK.  The number of shares of capital which the corporation is
     -------------
authorized to have outstanding is 1,000 shares, all of which shall be common
shares without par value.

                                   ARTICLE V

     CERTAIN TRANSACTIONS.  No person shall be disqualified from being a
     --------------------
director of the corporation because he or she is or may be a party to, and no
director of the corporation shall be disqualified from entering into, any
contract or other transaction to which the corporation is or may be a party.  No
contract or any other transaction to which the corporation is or may be a party
shall be void or voidable for reason that any director or officer or other agent
of the corporation is a party thereto, or otherwise has any direct or indirect
interest in such contract or transaction or in any other party thereto, or for
reason that any interested director or officer or other agent of the corporation
authorizes or participates in authorization of such contract or transaction, (a)
if the material facts as to such interest are disclosed or are otherwise known
to the board of directors or applicable committee of directors at the time the
contract or transaction is authorized, and at least a majority of the
disinterested directors or disinterested members of the committee vote for or
otherwise take action authorizing such contract or transaction, even though such
disinterested directors or members are less than a quorum, or (b) if the
contract or


transaction (i) is not less favorable to the corporation than an arm's length
contract or transaction in which no director or officer or other agent of the
corporation has any interest or (ii) is otherwise fair to the corporation as of
the time it is authorized. Any interested director may be counted in determining
the presence of a quorum at any meeting of the board of directors or any
committee thereof which authorizes the contract or transaction.

                                   ARTICLE VI

     AUTHORITY TO REPURCHASE CAPITAL STOCK.  The corporation by its board of
     -------------------------------------
directors is authorized, except to the extent prohibited by law, to repurchase,
redeem or otherwise acquire, from time to time at any time, shares of any class
of capital stock issued by it.

                                  ARTICLE VII

     DURATION.  The period of duration of the corporation shall be perpetual.
     --------

                                  ARTICLE VIII

     DIRECTORS.  The board of directors shall consist of not fewer than three
     ---------
nor more than fifteen directors, except that if all outstanding shares of all
classes of capital stock of the corporation are held of record by fewer than
three persons, the number of directors may be fewer than three but not fewer
than the number of record shareholders.

     The following persons are to serve as directors of the corporation until
the first annual meeting of the shareholders or until a successor is duly
elected or qualified:

Kent Lingafelter, 7550 Lucerne Drive, Suite No. 110, Middleburg Heights, OH
44130 Steve Ingwersen, 204 West 2nd Street, Montplier, Iowa 52759

                                   ARTICLE IX

     INCORPORATOR.  The name and address of the Incorporator of the Corporation
     ------------
shall be:  SSA, INC., 1940 East Sixth Street, 800 Baker Building, Cleveland,
Ohio 44114-2239.

                                   ARTICLE X

     INDEMNIFICATION OF DIRECTORS.  The corporation shall indemnify any person
     ----------------------------
made a party to any proceeding by reason of the fact that the person is or was a
director if:

     (a.) The person acted in good faith; and

     (b.) The person reasonably believed:

          (1) In the case of conduct in the person's official capacity with the
          corporation, that the conduct was in its best interests; and

                                       2


          (2) In all other cases, that the person's conduct was at least not
          opposed to its best interests; and

     (c.) In the case of any criminal proceeding, the person had no reasonable
cause to believe the person's conduct was unlawful.

     (d.) Indemnification shall be made against judgments, penalties, fines,
settlements and reasonable expenses, actually incurred by the person in
connection with the proceeding; except that if the proceeding was by or in the
right of the corporation, indemnification may be made only against such
reasonable expenses and shall not be made in respect of any proceeding in which
the person shall have been adjudged to be liable to the corporation.  The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, be
determinative that the person did not meet the requisite standard of conduct set
forth in this Articles X.

     (e.) A director shall not be indemnified under subsection (b)(2) of this
Article X in respect of any proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official capacity,
in which the director shall have been adjudged to be liable on the basis that
personal benefit was improperly received by the director.

     (f.) A director who has been wholly successful, on the merits or otherwise,
in the defense of any proceeding referred to in subsection (b) of this Article X
shall be indemnified against reasonable expenses incurred by the director in
connection with the proceeding; and

     (g.) No indemnification under subsection (b) of this Article X shall be
made by the corporation unless authorized in the specific case after a
determination has been made that indemnification of the director is permissible
in the circumstances because the director has met the standard of conduct set
forth in said subsection (b).  Such determination shall be made:

          (1) By the board of directors by a majority vote of a quorum
          consisting of directors not at the time parties to the proceeding; or

          (2) By special legal counsel, selected by the board of directors by
          vote as set forth in subsection (g) (1) of this Article X or, if the
          requisite quorum of the full board cannot be obtained therefor, by a
          majority vote of the full board, in which selection directors who are
          parties may participate; or

          (3)  By the shareholders.

     (h.) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses shall be
made in a manner specified in subsection (g)(2) of this Article X for the
selection of such counsel.  Shares held by directors who are parties to the
proceeding shall not be voted on the subject matter.

                                       3


     (i.) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of such proceeding upon receipt by the corporation of:

          (1) A written affirmation by the director of the director's good faith
          belief that the director has met the standard of conduct necessary for
          indemnification by the corporation as authorized in this section, and

          (2) A written undertaking by or on behalf of the director to repay
          such amount if it shall ultimately be determined that the director has
          not met such standard of conduct, and after determination that the
          facts then known to those making the determination would preclude
          indemnification under this section.  The undertaking required by this
          paragraph shall be an unlimited general obligation of the director but
          need not be secured and may be accepted without reference to financial
          ability to make repayment.  Determinations and authorizations of
          payments under this subsection (i) shall be made in the manner
          specified in subsection (h).

     (j.) Except as limited in subsection (b) with respect to proceedings by or
in the right of the corporation, the indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this Article X are
not exclusive of any other rights to which those seeking indemnification or
advancement of expenses are entitled under a provision in the bylaws,
agreements, vote of shareholders or disinterested directors, or otherwise, as to
action in a person's official capacity and as to action in another capacity
while holding the office.  However, indemnification shall not be provided to a
director for any breach of the director's duty of loyalty to the corporation or
its shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or for any transaction
from which the director derives an improper personal benefit.

     (k.) The intent of this Article X is to provide for the indemnification and
advancement of expenses to the fullest extent permitted by the General
Corporation Law of Iowa.  To the extent that such laws or any successor laws may
be amended or supplemented from time to time, this Article X shall be amended
automatically and construed so as to permit indemnification and advancement of
expenses to the fullest extent from time to time permitted by law.

                                   ARTICLE XI

     PERSONAL LIABILITY OF DIRECTORS.  The corporation eliminates the personal
     -------------------------------
liability of each member of its board of directors to the corporation or its
stockholders for monetary damages for breach of fiduciary duty a director,
provided that the foregoing shall not eliminate the liability of a director (i)
for any breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
Title 8 of the Iowa Code or (iv) for any transaction from which such director
derived an improper personal benefit.

                                       4


                                        SSA, INC.

                                        By: /s/ Todd G. Jackson
                                            ------------------------------
                                            Todd G. Jackson
                                            Vice President

     SWORN TO AND SUBSCRIBED in the presence of a Notary Public this 20th day of
October, 1989.

                                            ------------------------------
                                                     Notary Public

                                       5

EX-3.86

                                                                    EXHIBIT 3.86
                                                                    ------------

                                    BY-LAWS
                                       OF
                          AMERICAN LANDFILL SUPPLY CO.

                                   ARTICLE I
                                   ---------

                            MEETINGS OF SHAREHOLDERS

Section 1.01 - Annual Meetings.
- ------------   ---------------

   (a)  An annual meeting of shareholders for the election of directors, for the
        consideration of any reports and for the transaction of such other as
        may be brought before the meeting, shall be held on the first Monday of
        the fourth month following the close of the Corporation's fiscal year or
        on such other date as may be designated by the Board of Directors.

   (b)  If the annual meeting is not held or if directors are not elected at the
        meeting, they may be elected at any special meeting called and held for
        that purpose.

Section 1.02 - Special Meetings.
- ------------   ----------------

   (a)  Unless otherwise prescribed by statute, a special meeting of the
        shareholders may be called (i) by the President; or (ii) by any other
        officer or assistant officer then authorized pursuant to these By-Laws
        or otherwise by the Board of Directors to call such meetings; or (iii)
        by a majority of the members of the Board of Directors acting with or
        without a meeting; or (iv) by any persons holding 25% or more of the
        shares then outstanding and entitled to vote at a shareholders' meeting.

   (b)  Upon the request in writing being delivered to the President or to the
        Secretary by any person or persons entitled to call a meeting of the
        shareholders, the person to whom the request is delivered shall give
        notice to shareholders of the meeting.  If the request is refused, the
        person or persons making the request may call a meeting of the
        shareholders by giving notice in the manner hereinafter provided in
        Section 1.04.

Section 1.03 - Place of Meetings.
- ------------   -----------------

   (a)  The annual and all other meetings of the shareholders shall be held at
        such places as may from time to time be designated by the Board of
        Directors.

   (b)  If another place has not been designated by the Board of Directors, all
        meetings shall be held at the principal office of the Corporation.


Section 1.04 - Notice of Meetings.
- ------------   ------------------

   (a)  Each shareholder shall furnish the Secretary with an address to which
        notices of meetings and other notices or correspondence may be
        addressed.

   (b)  Written notices of the time and place of any meeting of shareholders
        shall be given to each shareholder of record entitled to vote at such
        meeting by the President or by the Secretary or, in the event of their
        failure to do so, by the person or persons entitled to call such
        meeting.

   (c)  Except as otherwise expressly required by Iowa law, notice of any
        meeting of shareholders shall be given not more than fifty days nor less
        than ten days before the day upon which the meeting is to be held, by
        serving the notice personally upon each shareholder or by mailing same
        to the address of each shareholder as last shown upon the records of the
        corporation.  If mailed, such notice shall be deemed to be delivered
        when deposited in the United States mail, addressed to the shareholder
        at his address as it appears on the stock transfer books of the
        Corporation, with postage thereon prepaid.

   (d)  Except as expressly required by Iowa law, no publication of any notice
        of any meeting of shareholders shall be required.

   (e)  In the event of any transfer of shares after notice has been given, but
        prior to the day upon which the meeting is to be held, it shall not be
        necessary to give any additional notice to the transferee.

   (f)  In addition to stating the time and the place of the meeting, every
        notice of a special meeting of the shareholders shall state briefly the
        purpose specified by the person or persons claiming such meeting.  Any
        business other than that stated in the notice shall be taken up at such
        meeting only with the unanimous written consent of the holders of all
        the shares entitled to vote at such meeting.

Section 1.05 - Waiver of Notice of Meeting.
- ------------   ---------------------------

   (a)  Any shareholder may, either before or after any meeting, waive any
        notice required to be given by law or under these By-Laws.  Notice of
        any meeting of shareholders shall not be required to be given to any
        shareholders who attends such meeting whether in person or by proxy.

   (b)  Any waiver of notice must be in writing and filed with or entered upon
        the records of the Corporation.

Section 1.06 - Action without Meeting.
- ------------   ----------------------

   (a)  Any action which may, under any provision of Iowa law, or the Articles
        of Incorporation, or these By-Laws, be taken at a meeting of the
        shareholders, may be

                                       2


        taken without a meeting if authorized by a writing signed by all the
        holders of shares who would be entitled to notice of a meeting called
        for such purpose.

Section 1.07 - Quorum.
- ------------   ------

   (a)  Those shareholders present in person or by proxy entitling them to
        exercise a majority of the voting power shall constitute a quorum for
        any meeting of shareholders.

   (b)  In the event of an absence of a quorum at any meeting or at any
        adjournment thereof, a majority of those present in person or by proxy
        and entitled to vote may adjourn such meeting from time to time.  At any
        adjourned meeting at which a quorum may be present, any business may be
        transacted which might have been transacted at the meeting as originally
        called.

Section 1.08 - Organization.
- ------------   ------------

   (a)  Upon the request of any shareholder at any meeting of shareholders, the
        order of business shall be, unless changed by affirmative vote of a
        majority of the shareholders present in person or by proxy, as follows:

        (i)     Roll call, to establish a quorum;

        (ii)    Appointment of inspectors of election if requested;

        (iii)   Acceptance of minutes of previous meeting;

        (iv)    Presentation of annual financial report;

        (v)     Presentation of reports of Directors and Committees;

        (vi)    Presentation of Officers' reports;

        (vii)   Election of Directors;

        (viii)  Consideration of unfinished business;

        (ix)    Consideration of new business.

Section 1.09 - Voting.
- ------------   ------

   (a)  Each bolder of any share of any class of the Corporation entitled to
        vote on any matter shall be entitled in person or by proxy to one vote
        on each matter for each share registered in the holders's name on the
        books of the Corporation.

   (b)  Persons holding voting shares in a fiduciary capacity shall be entitled
        to vote the shares so held.  Persons who are voting pledged shares shall
        be entitled to vote such

                                       3


        shares unless the pledgee shall have been expressly empowered by the
        shareholder to vote such shares in which case only the pledgee or his
        proxy may vote such shares.

Section 1.10 - Proxies.
- ------------   -------

   (a)  At any meeting of shareholders, any person who is entitled to attend, or
        to vote thereat and to execute consents, waivers or releases, may be
        represented at such meeting or vote thereat, and execute consents,
        waivers and releases, and exercise any of his other rights, by proxy or
        proxies appointed by writing signed by such person.

   (b)  Voting by proxy or proxies shall be governed by all of the provisions of
        Iowa law, including the provisions relating to the sufficiency of the
        writing, the duration of the validity of the proxy or proxies, and the
        power of substitution and revocation.

                                   ARTICLE II
                                   ----------

                               BOARD OF DIRECTORS

Section 2.01 - General Powers.
- ------------   --------------

   (a)  The powers of the Corporation shall be exercised, its business and
        affairs conducted, and its property managed under the direction of the
        Board of Directors, except as otherwise provided by Iowa law, by the
        Articles of Incorporation, or by these By-Laws.

Section 2.02 - Number.
- ------------   ------

   (a)  The Board of Directors shall consist of not fewer than three nor more
        than fifteen Directors, except that if all outstanding share of all
        classes of capital stock of the Corporation are held of record by fewer
        than three persons, the number of Directors may be fewer than three but
        not fewer than the number of record holders.  Initially, the number of
        Directors shall be there.

   (b)  Without amendment of these By-Laws, the number of Directors, subject to
        the foregoing limitations, may be fixed or changed by resolution adopted
        by the shareholders of any meeting.

   (c)  No reduction of the number of Directors shall have the effect of
        removing any director prior to the expiration of his or her term of
        office.

Section 2.03 - Classification and Term.
- ------------   -----------------------

   (a)  Unless the Board of Directors is divided into classes as provided in
        these By-Laws, the term of office of each Director shall be until
        adjournment of the next succeeding annual meeting of the shareholders,
        or meeting in lieu thereof, at which Directors are elected or until a
        successor is elected and qualifies as Director.

                                       4


   (b)  Without amendment of these By-Laws, the Board of Directors may be
        divided, by resolution of the shareholders, into two or three classes
        with each class to consist of three or such larger number of Directors
        as the shareholders shall from time to time determine (except that where
        all outstanding shares entitled to elect a class are owned by fewer than
        three persons, the number of directors of that class may be fewer than
        three but not fewer than the number of record holders of that class).
        Each class shall be designated consecutively as Class I, Class II, et
        seq.  All classes shall be initially elected at the annual meeting of
        shareholders coinciding with or next following adoption of the
        resolution classifying the Board of Directors, and the initial term of
        office of each class shall be as follows:  Class I shall be until the
        first succeeding annual meeting at which Directors are elected; Class II
        shall be until the second succeeding annual meeting at which Directors
        are elected; and Class III, if any, shall be until the third succeeding
        annual meeting at which Directors are elected.  Thereafter, the term of
        office of each class shall be until the second, or, of three classes,
        the third annual meeting at which Directors are elected after the
        initial term of that class.  Each Director of each class shall hold
        office until a successor is elected as Director.

Section 2.04 - Resignations.
- ------------   ------------

   (a)  Any Director of the corporation may resign at any time by giving written
        notice to the President or Secretary of the Corporation.

   (b)  A resignation shall take effect at the time specified therein, and,
        unless otherwise specified therein, shall become effective upon
        delivery.

   (c)  The acceptance of any resignation shall not be necessary to make it
        effective unless so specified in the resignation.

Section 2.05 - Vacancies.
- ------------   ---------

   (a)  Vacancies in the Board of Directors may be temporarily filled until the
        next annual meeting of shareholders at which Directors are elected or
        until a successor is elected by a majority vote of the remaining
        Directors, even though they may be less than a quorum of the entire
        number of Directors constituting a full Board.

   (b)  Shareholders entitled to elect Directors shall have a right to fill any
        vacancy in the Board, whether the same has been temporarily filled by
        the remaining Directors or not, at any special meeting at which
        Directors are elected.  Any Director so elected by the shareholders to
        fill a vacancy shall serve for the remaining term of the vacant office
        and until a successor is elected and qualified.

Section 2.06 - Bylaws.
- ------------   ------

   (a)  The Board of Directors may adopt bylaws to govern its own proceedings
        and its transactions of business, as well as the administration of the
        Corporation, the conduct

                                       5


        of the Corporation's business and other affairs, management of the
        Corporation's property, and any other matters properly within the
        authority or discretion of the Board of Directors so long as consistent
        with the Articles of Incorporation, these By-Laws and any applicable
        provisions of Iowa law.

Section 2.07 - Quorum and Manner of Acting.
- ------------   ---------------------------

   (a)  Except as otherwise provided in these By-Laws, a majority of the number
        of Directors shall be present in person at any meeting of the Directors
        in order to constitute a quorum for the transaction of business at such
        meeting.

   (b)  Except as otherwise provided in these By-Laws, the act of the majority
        of the Directors present at any meeting of Directors at which a quorum
        is present shall be the act of the Board of Directors.

   (c)  In the absence of a quorum at any meeting of Directors, a majority of
        those present may adjourn the meeting from time to time until a quorum
        shall be present and notice of any adjournment meeting need not be
        given.

Section 2.08 - Removal of Directors.
- ------------   --------------------

   (a)  Any Director may be removed, with or without cause, at any time by the
        affirmative vote of a majority of the outstanding shares then held of
        record by the shareholders of the Corporation entitled to vote at a
        special meeting of the shareholders called for that purpose.  Any
        vacancy in the Board of Directors caused by any removal may be filled by
        the shareholders at the same meeting.

                                  ARTICLE III
                                  -----------

                         EXECUTIVE AND OTHER COMMITTEES

Section 3.01 - Creation.
- ------------   --------

   (a)  The Board of Directors may create an Executive Committee or any other
        committee of Directors consisting of not less than three Directors, and
        may delegate to each such committee any of the authority of Directors
        other than the filling of vacancies on the Board of Directors or in any
        committee of Directors.

   (b)  Each such committee shall serve at the pleasure of the Directors, shall
        act only in the intervals between meetings of the Directors, and shall
        be subject to the control and direction of the Directors.

Section 3.02 - Alternate and Ex Officio Members.
- ------------   --------------------------------

   (a)  The Directors may appoint one or more Directors as alternate members of
        any committee, which alternate member or members may take the place of
        any absent member or members at any meeting of such committee.

                                       6


   (b)  Also, the directors may appoint any one or more persons (including
        persons who are not Directors) as ex officio members of any committee,
        which ex officio member or members shall be entitled to be present in
        person, to present matters for consideration and to take part in
        consideration of any business by the committee at any meeting of the
        committee, but which ex officio member or members shall not be counted
        for purposes of a quorum nor for purposes of voting or otherwise in any
        way for purposes of authorizing any act or other transaction of business
        by such committee.

Section 3.03 - Authority and Manner of Acting.
- ------------   ------------------------------

   (a)  Unless otherwise provided in these By-Laws or in any by-laws adopted by
        the Directors, or unless otherwise ordered by the Directors, any such
        committee may act by majority of its members (excluding ex officio
        members) at a meeting or by a writing or writings signed by all of its
        members (excluding ex officio members).

   (b)  Any act or authorization of any act or transaction of business by any
        such committee within the authority delegated to it shall be as
        effective for all purposes as the act or authorization of the Directors.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS

Section 4.01 - Officers.
- ------------   --------

   (a)  The officers of the Corporation shall be a President, a Treasurer and a
        Secretary and such Vice Presidents and other officers or assistant
        officers as the Board of Directors may from time to time deem necessary
        and appoint.  In addition, the Board of Directors may elect a Chairman
        from among themselves.  More than one office may be held by the same
        person, but only a director may serve as Chairman.

Section 4.02 - Appointment and Term of Office.
- ------------   ------------------------------

   (a)  The officers of the corporation shall be appointed from time to time by
        the Board of Directors as they shall determine, and new offices may be
        created and filled at any meeting of the Board of Directors.  Each
        officer shall hold office until his successor shall have been appointed.

Section 4.03 - Removal and Resignation.
- ------------   -----------------------

   (a)  Any officer or assistant officer may be removed by the Board of
        Directors with or without cause whenever in its judgment the best
        interests of the Corporation would be served thereby.

   (b)  Any officer or assistant officer may resign at any time by giving notice
        to the Board of Directors or the Chairman, if any, or to the President
        or Secretary of the

                                       7


        Corporation, and any such resignation shall take effect at the time
        specified therein, and, unless otherwise specified therein, the
        acceptance of such resignation shall not be necessary to make the
        resignation effective.

Section 4.04  Duties of Officers.
- ------------  ------------------

   (a)  The Chairman, if any, shall preside at all meetings of the shareholders
        and all meetings of the Board of Directors.

   (b)  The President shall be the chief executive officer of the corporation,
        and shall in the absence of a Chairman, preside at all meetings of the
        shareholders and, unless another person is designated by the Board of
        Directors, all meetings of the Board of Directors.

   (c)  Each of the following officers - the Chairman, if any, the President,
        any Vice President, the Secretary, and the Treasurer - jointly or any
        one of them individually, shall have the authority to sign, execute and
        deliver in the name of the Corporation any deed, mortgage, bond,
        instrument, agreement or other document evidencing any transaction
        authorized by the Board of Directors, except where the signing or
        execution thereof shall have been expressly delegated to another officer
        or person on the corporation's behalf.

   (d)  In the absence of any officer or assistant officer or for any other
        reason which the Board of Directors may deem sufficient, the Board of
        Directors may delegate the authorities and duties of any officer, or any
        assistant officer to any other officer, assistant officer or to any
        Director.

   (e)  In addition to the foregoing, each officer or assistant officer shall
        perform all duties as may from time to time be delegated to each of them
        by these By-Laws or by the Board of Directors or any committee of
        Directors as provided herein.

                                   ARTICLE V
                                   ---------

                               TRANSFER OF SHARES

Section 5.01 - Certificate for Shares.
- ------------   ----------------------

   (a)  Every owner of any share of any class of the Corporation shall be
        entitled to a certificate which shall be in such form as the Board of
        Directors shall prescribe, certifying the number of shares in the
        Corporation owned by him.

   (b)  The certificates for the respective classes of shares shall be numbered
        in the order in which they shall be issued and shall be signed in the
        name of the Corporation by the President or Vice President, and by the
        Secretary or Assistant Secretary and a facsimile of such signature can
        be used.

                                       8


   (c)  A record shall be kept by the Secretary of the name of each person
        owning the shares represented by each certificate, the number of shares
        represented thereby, the date thereof and, in case of cancellation, the
        date of cancellation.

   (d)  Every certificate surrendered to the Corporation for exchange or
        transfer shall be cancelled and no new certificate or certificates shall
        be issued in exchange for any existing certificate until the existing
        certificate shall have been so cancelled, except in the cases provided
        for in Section 5.03 of this Article V.

Section 5.02 - Transfers.
- ------------   ---------

   (a)  Transfer of shares in the Corporation shall be made only on the books of
        the Corporation by the registered holder, an executor or administrator
        or other legal representative of the registered holder, or by an
        attorney authorized by a power of attorney duly executed and filed with
        the Secretary of the Corporation or with a transfer agent appointed by
        the Board of Directors.

   (b)  The person in whose name shares stand on the books of the Corporation
        shall, to the full extent permitted by Iowa law, be deemed the owner
        thereof for all purposes.

Section 5.03 - Lost, Stolen or Destroyed Certificates.
- ------------   --------------------------------------

   (a)  The holder of any shares in the Corporation shall immediately notify the
        Secretary of any lost, stolen or destroyed certificate, and the
        Corporation may issue a new certificate in the place of any certificate
        alleged to have been lost, stolen or destroyed.

   (b)  The Board of Directors may, at its discretion, require the owner of a
        lost, stolen or destroyed certificate or his legal representative to
        give the Corporation a bond on such terms and with such sureties as it
        may direct, to indemnify the Corporation against any claim that may be
        made against it on account of the alleged lost, stolen or destroyed
        certificate.

   (c)  The Board of Directors may, however, at its discretion, refuse to issue
        any such new certificate except pursuant to legal proceedings in
        accordance with applicable sections of the Iowa Business Corporation
        Act.

Section 5.04 - Record Date.
- ------------   -----------

   (a)  The Board of Directors may, by resolution, fix in advance a date, not
        exceeding fifty days preceding the date of any meeting of shareholders
        or the date for the payment of any dividend, or the date for the
        allotment of rights, or the date when any change or conversion or
        exchange of shares shall go into effect, as a record date for the
        determination of the shareholders entitled to notice of, and to vote at,
        any such meeting, or entitled to receive payment of any such dividend or
        to any such allotment or rights, or to exercise the rights in respect to
        any such change, conversion or exchange.

                                       9


   (b)  Only such shareholders of record on the date so fixed shall be entitled
        to receive notice of, and to vote at such meeting, or to receive payment
        of such dividend or to receive such allotment or rights or to exercise
        such rights, as the case may be, notwithstanding any transfer of any
        share on the books of the Corporation after such record date.

                                   ARTICLE VI
                                   ----------

                         INDEMNIFICATION AND INSURANCE

Section 6.01 - Indemnification.
- ------------   ---------------

   (a)  Directors and Officers.  To the  fullest extent not prohibited by
        ----------------------
        applicable law, the  Corporation shall indemnify each person against any
        and all costs and expenses (including attorney fees, judgments, fines,
        penalties, amounts paid in settlement, and other disbursements) actually
        and reasonably incurred by or imposed upon such person in connection
        with any action, suit, investigation or proceeding (or any claim or
        other matter therein), whether civil, criminal, administrative or
        otherwise in nature, including any settlements thereof or any appeals
        therein, with respect to which such person is named or otherwise becomes
        or is threatened to be made a party by reason of being or at any time
        having been a Director or officer of the Corporation, or by reason of
        being or at any time having been, while such a Director or officer, an
        employee or other agent of the Corporation or, at the direction or
        request of the Corporation, a director, trustee, officer, administrator,
        manager, employee, adviser or other agent of or fiduciary for any other
        corporation, partnership, trust, venture of other entity or enterprise
        including any employee benefit plan.

   (b)  Employees  and Agents.  The Corporation shall indemnify any other person
        ---------------------
        to the extent such person shall be entitled to indemnification under
        Iowa law by reason of being successful on the merits or otherwise in
        defense of an action to which such person is named a party by reason of
        being an employee or other agent of the Corporation, and the Corporation
        may further indemnify any such person if it is determined on a case by
        case basis by the Board of Directors that indemnification is proper in
        the specific case.

   (c)  General.  Notwithstanding anything to the contrary in these By-Laws, no
        -------
        person shall be indemnified to the extent, if any, it is determined by
        the Board of Directors or by written opinion of legal counsel designated
        by the Board of Directors for such purpose that indemnification is
        contrary to applicable law.

                                       10

EX-3.87

                                                                    EXHIBIT 3.87
                                                                    ------------

                           ARTICLES OF INCORPORATION

                                       OF

                             LFG SPECIALTIES, INC.


     The undersigned, desiring to form a Corporation for profit under the Ohio
General Corporation Law, hereby certifies:

                                   ARTICLE I

     The name of the Corporation shall be LFG Specialties, Inc.

                                   ARTICLE II

     The place in Ohio where the principal office of the Corporation is to be
located is in the City of New Concord in the County of Muskingum.

                                  ARTICLE III

     The Corporation is formed for the purpose of engaging in any lawful act of
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.

                                   ARTICLE IV

     The maximum number of shares which the Corporation is authorized to have
outstanding is One Thousand (1,000) shares of common stock with a par value of
One Dollar ($1.00) per share.


                                   ARTICLE V

     The amount of stated capital with which the Corporation is to begin
business is not less than Five Hundred Dollars ($500.00).

                                   ARTICLE VI

     Except as otherwise authorized by the Shareholders or Directors, no holder
of shares of the Corporation of any class, now or hereafter authorized, shall
have any preferential or preemptive right to subscribe for, purchase or receive
any shares of the Corporation of any class, now or hereafter authorized, or any
options or warrants for such shares, or any rights to subscribe to purchase such
shares or any securities, bonds or other evidence of indebtedness convertible
into or exchangeable for such shares, which may at any time be issued, sold or
offered by the Corporation.

                                  ARTICLE VII

     If and when any shareholder desires, or for any reason is required, to sell
or otherwise transfer any or all of his shares, or any interest therein, the
Corporation shall have the right to purchase all, but not less than all, of the
shares which, or the shares an interest or interests in which, are proposed to
be sold or otherwise transferred.  Any shareholder desiring or required to sell
or otherwise transfer any or all of his shares, or any interest therein, shall
give written notice to that effect to the Corporation, together with reasonable
evidence of the bona fide consideration for, and terms upon which the transfer
is proposed to be made.  If authorized by the directors, the corporation shall
exercise its rights to purchase those shares within thirty days after its
receipt of such notice and evidence.  If the corporation fails to exercise its
rights to purchase the shares within the specified time period, that right shall
be suspended, except as stated below, either until

                                       2


the shareholder has completed his sale or other transfer of the shares, or any
interest therein, or until a period of thirty days from the end of the specified
time has expired, whichever is the first to occur. The consideration for which,
and the terms upon which, the corporation may exercise its right to purchase the
shares shall be the same as the bona fide consideration and terms of the
proposed sale or transfer of the shares, or any interest therein.
Notwithstanding any otherwise effective suspension of the corporation's right to
purchase its shares, no shareholder may sell or otherwise transfer any or all of
his shares, or any interest therein, to a third party, nor may a third party
acquire any shares of the corporation, or any interest therein, from a
shareholder, at a lesser consideration or on more favorable terms than have been
made available for a purchase of those shares by the corporation pursuant to the
provisions of this Article VII. The provisions of this Article VII shall not
apply to a transfer of shares of a deceased shareholder from his estate to his
heirs unless that transfer is made other than pursuant to the terms of his will
or the provisions of a statute governing distribution of the assets of a
decedent who died intestate.

                                  ARTICLE VIII

     In the case of any proposal or proceeding for the (1) adoption of a Code of
Regulations; (2) sale, exchange or other disposition of all, or substantially
all, of the assets of the Corporation; (3) merger or consolidation of the
corporation into a domestic corporation; (4) merger or consolidation of the
corporation into a foreign corporation; (5) combination or majority share
acquisition wherein this corporation is the acquiring corporation; or (6) the
voluntary dissolution of this corporation, whereunder Shareholder authorization
is required by the General Corporation Law of Ohio, such Shareholder
authorization shall be sufficient is the proposal or proceeding in question
shall have received the affirmative vote of not less than two-thirds of the
shares of the

                                       3


entire voting power of the corporation or of the shares of every class entitled
to vote upon the proposal or proceeding; provided, however, if the General
Corporation Law, these Articles or the Code or Regulations shall, as to the
proposal or proceeding in question, require the affirmative vote of more than a
majority of the voting power of the Corporation or of any class of shares of the
Corporation, then such proposal or proceeding must receive the affirmative vote
so specified.

                                   ARTICLE IX

     Any provision contained in these Articles of Incorporation may be amended,
altered or repealed by the affirmative vote of consent of the holders of shares
entitling them to exercise a two-thirds majority of the holders of shares of
every particular class entitled by law or these Articles of Incorporation to
vote on such amendment, alteration or repeal, unless a greater vote is mandatory
under these Articles or the statutes of the State of Ohio.

                                   ARTICLE X

     Any meeting of the Shareholders may be held within or outside of the State
of Ohio.

     IN WITNESS WHEREOF, the undersigned has hereunto set his name this 13th day
                                                                        ----
of September, 1988.


                                        Organic West Technologies, Inc.


                                        By:  /s/ Kent L. Lingafelter
                                           ---------------------------------
                                             Kent L. Lingafelter, President
                                             INCORPORATOR

                                       4

EX-3.88

                                                                    EXHIBIT 3.88
                                                                    ------------
                              CODE OF REGULATIONS


                                       OF


                             LFG SPECIALITIES, INC.

                                   ARTICLE I
                                   ---------

                            MEETINGS OF SHAREHOLDERS

Section 1.01 - Annual Meetings.
- ------------   ----------------

  (a)  An annual meeting of shareholders for the election of directors, for the
       consideration of any reports and for the transaction of such other as may
       be brought before the meeting, shall be held on the first Monday of the
       fourth month following the close of the Corporation's fiscal year or on
       such other date as may be designated by the Board of Directors.

  (b)  If the annual meeting is not held or if directors are not elected at the
       meeting, they may be elected at any special meeting called and held for
       that purpose.

Section 1.02 - Special Meetings.
- -------------  -----------------

  (a)  A special meeting of the shareholders may be called (i) by the President;
       or (ii) by any other officer or assistant officer then authorized
       pursuant to this Code of Regulations or otherwise by the Board of
       Directors to call such meetings; or (iii) by a majority of the members of
       the Board of Directors acting with or without a meeting; or (iv) by any
       persons holding 25% or more of the shares then outstanding and entitled
       to vote at a shareholders' meeting.

  (b)  Upon the request in writing being delivered to the President or to the
       Secretary by any person or persons entitled to call a meeting of the
       shareholders, the person to whom the request is delivered shall give
       notice to shareholders of the meeting.  If the request is refused, the
       person or persons making the request may call a meeting of the
       shareholders by giving notice in the manner hereinafter provided in
       Section 1.04.

Section 1.03 - Place of Meetings.
- ------------   ------------------

  (a)  The annual and all other meetings of the shareholders shall be held at
       such places as may from time to time be designated by the Board of
       Directors.

  (b)  If another place has not been designated by the Board of Directors, all
       meetings shall be held at the Principal office of the Corporation.


Section 1.04 - Notice of Meetings.
- ------------   -------------------

  (a)  Each shareholder shall furnish the Secretary with an address to which
       notices of meetings and other notices or correspondence may be addressed.

  (b)  Written notices of the time and place of any meeting of shareholders
       shall be given to each shareholder of record entitled to vote at such
       meeting by the President or by the Secretary or, in the event of their
       failure to do so, by the person or persons entitled to call such meeting.

  (c)  Except as otherwise expressly required by Ohio law, notice of any meeting
       of shareholders shall be given not more than sixty days nor less than
       seven days before the day upon which the meeting is to be held, by
       serving the notice personally upon each shareholder or by mailing same to
       the address of each shareholder as last shown upon the records of the
       corporation.

  (d)  Except as expressly required by Ohio law, no publication of any notice of
       any meeting of shareholders shall be required.

  (e)  In the event of any transfer of shares after notice has been given, but
       prior to the day upon which the meeting is to be held, it shall not be
       necessary to give any additional notice to the transferee.

  (f)  In addition to stating the time and the place of the meeting, every
       notice of a special meeting of the shareholders shall state briefly the
       purpose specified by the person or persons claiming such meeting.  Any
       business other than that stated in the notice shall be taken up at such
       meeting only with the unanimous written  consent of the holders of all
       the shares entitled to vote at such meeting.

Section 1.05 - Waiver of Notice of Meeting.
- ------------   ----------------------------

  (a)  Any shareholder may, either before or after any meeting, waive any notice
       required to be given by law or under this Code of Regulations.  Notice of
       any meeting of shareholders shall not be required to be given to any
       shareholders who attends such meeting whether in person or by proxy.

  (b)  Any waiver of notice must be in writing and filed with or entered upon
       the records of the Corporation.

Section 1.06 - Action without Meeting.
- ------------   -----------------------

  (a)  Any action which may, under any provision of Ohio law, or the Articles of
       Incorporation, or this Code of Regulations, be taken at a meeting of the
       shareholders, may be taken without a meeting if authorized by a writing
       signed by all the holders of shares who would be entitled to notice of a
       meeting called for such purpose.

                                       2


Section 1.07 - Quorum.
- ------------   -------

  (a)  Those shareholders present in person or by proxy entitling them to
       exercise a majority of the voting power shall constitute a quorum for any
       meeting of shareholders.

  (b)  In the event of an absence of a quorum at any meeting or at any
       adjournment thereof, a majority of those present in person or by proxy
       and entitled to vote may adjourn such meeting from time to time.  At any
       adjourned meeting at which a quorum may be present, any business may be
       transacted which might have been transacted at the meeting as originally
       called.

Section 1.08 - Organization.
- ------------   -------------

  (a)  Upon the request of any shareholder at any meeting of shareholders, the
       order of business shall be, unless changed by affirmative vote of a
       majority of the shareholders present in person or by proxy, as follows:

       (i)     Roll call, to establish a quorum;

       (ii)    Appointment of inspectors of election if requested;

       (iii)   Acceptance of minutes of previous meeting;

       (iv)    Presentation of annual financial report;

       (v)     Presentation of reports of Directors and Committees;

       (vi)    Presentation of Officers' reports;

       (vii)   Election of Directors;

       (viii)  Consideration of unfinished business;

       (ix)    Consideration of new business.

Section 1.09 - Voting.
- ------------   -------

  (a)  Each holder of any share of any class of the Corporation entitled to vote
       on any matter shall be entitled in person or by proxy to one vote on each
       matter for each share registered in the holder's name on the books of the
       Corporation.

  (b)  Persons holding voting shares in a fiduciary capacity shall be entitled
       to vote the shares so held.  Persons whose voting pledged shares shall be
       entitled to vote such shares unless the pledgee shall have been expressly
       empowered by the shareholder to vote such shares in which case only the
       pledgee or his proxy may vote such shares.

                                       3


Section 1.10 - Proxies.
- ------------   --------

  (a)  At any meeting of shareholders, any person who is entitled to attend, or
       to vote thereat and to execute consents, waivers or releases, may be
       represented at such meeting or vote thereat, and execute consents,
       waivers and releases, and exercise any of his other rights, by proxy or
       proxies appointed by writing signed by such person.

  (b)  Voting by proxy or proxies shall be governed by all of the provisions of
       Ohio law, including the provisions relating to the sufficiency of the
       writing, the duration of the validity of the proxy or proxies, and the
       power of substitution and revocation.

                                   ARTICLE II
                                   ----------


                               BOARD OF DIRECTORS

Section 2.01 - General Powers.
- ------------   ---------------

  (a)  The powers of the Corporation shall be exercised, its business and
       affairs conducted, and its property managed under the direction of the
       Board of Directors, except as otherwise provided by Ohio law, by the
       Articles of Incorporation, or by this Code of Regulations.

Section 2.02 - Number.
- ------------   -------

  (a)  The Board of Directors shall consist of not fewer than three nor more
       than fifteen Directors, except that if all outstanding share of all
       classes of capital stock of the Corporation are held of record by fewer
       than three persons, the number of Directors may be fewer than three but
       not fewer than the number of record holders.

  (b)  Without amendment of this Code of Regulations, the number of Directors,
       subject to the foregoing limitations, may be fixed or changed by
       resolution adopted by the shareholders of any meeting.

  (c)  No reduction of the number of Directors shall have the effect of removing
       any director prior to the expiration of his or her term of office.

Section 2.03 - Classification and Term.
- ------------   ------------------------

  (a)  Unless the Board of Directors is divided into classes as provided in this
       Code of Regulations, the term of office of each Director shall be until
       adjournment of the next succeeding annual meeting of the shareholders, or
       meeting in lieu thereof, at which Directors are elected or until a
       successor is elected as Director.

  (b)  Without amendment of this Code of Regulations, the Board of Directors may
       be divided, by resolution of the shareholders, into two or three classes
       with each class to consist of three or such larger number of Directors as
       the shareholders shall from time to time determine (except that where all
       outstanding shares entitled to elect a

                                       4


       class are owned by fewer than three persons, the number of directors of
       that class may be fewer than three but not fewer than the number of
       record holders of that class). Each class shall be designated
       consecutively as Class I, Class II, et seq. All classes shall be
       initially elected at the annual meeting of shareholders coinciding with
       or next following adoption of the resolution classifying the Board of
       Directors, and the initial term of office of each class shall be as
       follows: Class I shall be until the first succeeding annual meeting at
       which Directors are elected; Class II shall be until the second
       succeeding annual meeting at which Directors are elected; and Class III,
       if any, shall be until the third succeeding annual meeting at which
       Directors are elected. Thereafter, the term of office of each class shall
       be until the second, or, of three classes, the third annual meeting at
       which Directors are elected after the initial term of that class. Each
       Director of each class shall hold office until a successor is elected as
       Director.

Section 2.04 - Resignations.
- ------------   -------------

  (a)  Any Director of the corporation may resign at any time by giving written
       notice to the President or Secretary of the Corporation.

  (b)  A resignation shall take effect at the time specified therein, and,
       unless otherwise specified therein, shall become effective upon delivery.

  (c)  The acceptance of any resignation shall not be necessary to make it
       effective unless so specified in the resignation.

Section 2.05 - Vacancies.
- ------------   ----------

  (a)  Vacancies in the Board of Directors may be temporarily filled until the
       next annual meeting of shareholders at which Directors are elected or
       until a successor is elected by a majority vote of the remaining
       Directors, even though they may be less than a quorum of the entire
       number of Directors constituting a full Board.

  (b)  Shareholders entitled to elect Directors shall have a right to fill any
       vacancy in the Board, whether the same has been temporarily filled by the
       remaining Directors or not, at any special meeting at which Directors are
       elected.  Any Director so elected by the shareholders to fill a vacancy
       shall serve for the remaining term of the vacant office and until a
       successor is elected and qualified.

Section 2.06 - Bylaws.
- ------------   -------

  (a)  The Board of Directors may adopt bylaws to govern its own proceedings and
       its transactions of business, as well as the administration of the
       Corporation, the conduct of the Corporation's business and other affairs,
       management of the Corporation's property, and any other matters properly
       within the authority or discretion of the Board of Directors so long as
       consistent with the Articles of Incorporation, the Code of Regulations
       and any applicable provisions of Ohio law.

                                       5


Section 2.07 - Quorum and Manner of Acting.
- ------------   ----------------------------

  (a)  Except as otherwise provided in this Code of Regulations, a majority of
       the number of Directors shall be present in person at any meeting of the
       Directors in order to constitute a quorum for the transaction of business
       at such meeting.

  (b)  Except as otherwise provided in this Code of Regulations, the act of the
       majority of the Directors present at any meeting of Directors at which a
       quorum is present shall be the act of the Board of Directors.

  (c)  In the absence of a quorum at any meeting of Directors, a majority of
       those present may adjourn the meeting from time to time until a quorum
       shall be present and notice of any adjournment meeting need not be given.

Section 2.08 - Removal of Directors.
- ------------   ---------------------

  (a)  Any Director may be removed, with or without cause, at any time by the
       affirmative vote of a majority of the outstanding shares then held of
       record by the shareholders of the Corporation entitled to vote at a
       special meeting of the shareholders called for that purpose.  Any vacancy
       in the Board of Directors caused by any removal may be filled by the
       shareholders at the same meeting.

                                  ARTICLE III
                                  -----------

                         EXECUTIVE AND OTHER COMMITTEES

Section 3.01 - Creation.
- ------------   ---------

  (a)  The Board of Directors may create an Executive Committee or any other
       committee of Directors consisting of not less than three Directors, and
       may delegate to each such committee any of the authority of Directors
       other than the filling of vacancies on the Board of Directors or in any
       committee of Directors.

  (b)  Each such committee shall serve at the pleasure of the Directors, shall
       act only in the intervals between meetings of the Directors, and shall be
       subject to the control and direction of the Directors.

Section 3.02 - Alternate and Ex Officio Members.
- ------------   ---------------------------------

  (a)  The Directors may appoint one or more Directors as alternate members of
       any committee, which alternate member or members may take the place of
       any absent member or members at any meeting of such committee.

  (b)  Also, the Directors may appoint any one or more persons (including
       persons who are not Directors) as ex officio members of any committee,
       which ex officio member or members shall be entitled to be present in
       person, to present matters for consideration

                                       6


       and to take part in) consideration of any business by the committee at
       any meeting of the committee, but which ex officio member or members
       shall not be counted for purposes of a quorum nor for purposes of voting
       or otherwise in any way for purposes of authorizing any act or other
       transaction of business by such committee.

Section 3.03 - Authority and Manner of Acting.
- ------------   -------------------------------

  (a)  Unless otherwise provided in this Code of Regulations or in any bylaws
       adopted by the Directors, or unless otherwise ordered by the Directors,
       any such committee may act by majority of its members (excluding ex
       officio members) at a meeting or by a writing or writings signed by all
       of its members (excluding ex officio members).

  (b)  Any act or authorization of any act or transaction of business by any
       such committee within the authority delegated to it shall be as effective
       for all purposes as the act or authorization of the Directors.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS

Section 4.01 - Officers.
- ------------   ---------

  (a)  The officers of the Corporation shall be a President, a Treasurer and a
       Secretary and such Vice Presidents and other officers or assistant
       officers as the Board of Directors may from time to time deem necessary
       and appoint.  In addition, the Board of Directors may elect a Chairman
       from among themselves.  More than one office may be held by the same
       person, but only a director may serve as Chairman.

Section 4.02 - Appointment and Term of Office.
- ------------   -------------------------------

  (a)  The officers of the corporation shall be appointed from time to time by
       the Board of Directors as they shall determine, and new offices may be
       created and filled at any meeting of the Board of Directors.  Each
       officer shall hold office until his successor shall have been appointed.

Section 4.03 - Removal and Resignation.
- ------------   ------------------------

  (a)  Any officer or assistant officer may be removed by the Board of Directors
       with or without cause whenever in its judgment the best interests of the
       Corporation would be served thereby.

  (b)  Any officer or assistant officer may resign at any time by giving notice
       to the Board of Directors or the Chairman, if any, or to the President or
       Secretary of the Corporation, and any such resignation shall take effect
       at the time specified therein, and, unless otherwise specified therein,
       the acceptance of such resignation shall not be necessary to make the
       resignation effective.

                                       7


Section 4.04  Duties of Officers.
- ------------  -------------------

  (a)  The Chairman, if any, shall preside at all meetings of the shareholders
       and all meetings of the Board of Directors.

  (b)  The President shall be the chief executive officer of the corporation,
       and shall in the absence of a Chairman, preside at all meetings of the
       shareholders and, unless another person is designated by the Board of
       Directors, all meetings of the Board of Directors.

  (c)  Each of the following officers - the Chairman, if any, the President, any
       Vice President, the Secretary, and the Treasurer - jointly or any one of
       them individually, shall have the authority to sign, execute and deliver
       in the name of the Corporation any deed, mortgage, bond, instrument,
       agreement or other document evidencing any transaction authorized by the
       Board of Directors, except where the signing or execution thereof shall
       have been expressly delegated to another officer or person on the
       corporation's behalf.

  (d)  In the absence of any officer or assistant officer or for any other
       reason which the Board of Directors may deem sufficient, the Board of
       Directors may delegate the authorities and duties of any officer, or any
       assistant officer to any other officer, assistant officer or to any
       Director.

  (e)  In addition to the foregoing, each officer or assistant officer shall
       perform all duties as may from time to time be delegated to each of them
       by this Code of Regulations or by the Board of Directors or any committee
       of Directors as provided herein.

                                   ARTICLE V
                                   ---------

                               TRANSFER OF SHARES

Section 5.01 - Certificate for Shares.
- ------------   -----------------------

  (a)  Every owner of any share of any class of the Corporation shall be
       entitled to a certificate which shall be in such form as the Board of
       Directors shall prescribe, certifying the number of shares in the
       Corporation owned by him.

  (b)  The certificates for the respective classes of shares shall be numbered
       in the order in which they shall be issued and shall be signed in the
       name of the Corporation by the President, or by the Secretary or by the
       Treasurer.

  (c)  A record shall be kept by the Secretary of the name of each person owning
       the shares represented by each certificate, the number of shares
       represented thereby, the date thereof and, in case of cancellation, the
       date of cancellation.

                                       8


  (d)  Every certificate surrendered to the Corporation for exchange or transfer
       shall be cancelled and no new certificate or certificates shall be issued
       in exchange for any existing certificate until the existing certificate
       shall have been so cancelled, except in the cases provided for in Section
       5.03 of this Article V.

Section 5.02 - Transfers.
- ------------   ----------

  (a)  Transfer of shares in the Corporation shall be made only on the books of
       the Corporation by the registered holder, an executor or administrator or
       other legal representative of the registered holder, or by an attorney
       authorized by a power of attorney duly executed and filed with the
       Secretary of the Corporation or with a transfer agent appointed by the
       Board of Directors.

  (b)  The person in whose name shares stand on the books of the Corporation
       shall, to the full extent permitted by Ohio law, be deemed the owner
       thereof for all purposes.

Section 5.03 - Lost, Stolen or Destroyed Certificates.
- ------------   ---------------------------------------

  (a)  The holder of any shares in the Corporation shall immediately notify the
       Secretary of any lost, stolen or destroyed certificate, and the
       Corporation may issue a new certificate in the place of any certificate
       alleged to have been lost, stolen or destroyed.

  (b)  The Board of Directors may, at its discretion, require the owner of a
       lost, stolen or destroyed certificate or his legal representative to give
       the Corporation a bond on such terms and with such sureties as it may
       direct, to indemnify the Corporation against any claim that may be made
       against it on account of the alleged lost, stolen or destroyed
       certificate.

  (c)  The Board of Directors may, however, at its discretion, refuse to issue
       any such new certificate except pursuant to legal proceedings in
       accordance with Section 1701.24 or other applicable sections of the Ohio
       Revised Code.

Section 5.04 - Record Date.
- ------------   ------------

  (a)  The Board of Directors may, by resolution, fix in advance a date, not
       exceeding sixty days preceding the date of any meeting of shareholders or
       the date for the payment of any dividend, or the date for the allotment
       of rights, or the date when any change or conversion or exchange of
       shares shall go into effect, as a record date for the determination of
       the shareholders entitled to notice of, and to vote at, any such meeting,
       or entitled to receive payment of any such dividend or to any such
       allotment or rights, or to exercise the rights in respect to any such
       change, conversion or exchange.

  (b)  Only such shareholders of record on the date so fixed shall be entitled
       to receive notice of, and to vote at such meeting, or to receive payment
       of such dividend or to receive such allotment or rights or to exercise
       such rights, as the case may be,

                                       9


       notwithstanding any transfer of any share on the books of the Corporation
       after such record date.

                                   ARTICLE VI
                                   ----------

                         INDEMNIFICATION AND INSURANCE

Section 6.01 - Indemnification.
- ------------   ----------------

  (a)  Directors and Officers.  To the fullest extent not prohibited by
       ----------------------
       applicable law, the Corporation  shall indemnify each person against any
       and all costs and expenses (including attorney fees, judgments, fines,
       penalties, amounts paid in settlement, and other disbursements) actually
       and reasonably incurred by or imposed upon such person in connection with
       any action, suit, investigation or proceeding (or any claim or other
       matter therein), whether civil, criminal, administrative or otherwise in
       nature, including any settlements thereof or any appeals therein, with
       respect to which such person is named or otherwise becomes or is
       threatened to be made a party of reason of being or at any time having
       been a Director or officer of the Corporation, or by reason of being or
       at any time having been, while such a Director or officer, an employee or
       other agent of the Corporation or at the direction or request of the
       Corporation, a director, trustee, officer, administrator, manager,
       employee, adviser or other agent of or fiduciary for any other
       corporation, partnership, trust, venture of other entity or enterprise
       including any employee benefit plan.

  (b)  Employees  and  Agents.  The Corporation shall indemnify any other person
       ----------------------
       to the extent such person shall be entitled to indemnification under Ohio
       law by reason of being successful on the merits or otherwise in defense
       of an action to which such person is named a party by reason of being an
       employee or other agent of the Corporation, and the Corporation may
       further indemnify any such person if it is determined on a case by case
       basis by the Board of Directors that indemnification is proper in the
       specific case.

  (c)  General.  Notwithstanding anything to the contrary in this Code of
       -------
       Regulations, no person shall be indemnified to the extent, if any, it is
       determined by the Board of Directors or by written opinion of legal
       counsel designated by the Board of Directors for such purpose that
       indemnification is contrary to applicable law.

Section 6.02 - Insurance.
- ------------   ----------

  (a)  The Corporation may, as the Board of Directors may direct, purchase and
       maintain such insurance on behalf of any person who is or at any time has
       been a Director, officer, employee or other agent of or in a similar
       capacity with the Corporation, or who is or at any time has been, at the
       direction or request of the Corporation, a director, trustee, officer,
       president, manager, employee, adviser or other agent of or fiduciary for
       any other corporation, partnership, trust, venture, or other entity or


                                       10


       enterprise including any employee benefit plan against any liability
       asserted against and incurred by such person.

                                  ARTICLE VII
                                  -----------

                                      SEAL

Section 7.01 - No Seal.
- ------------   --------

  (a)  The Corporation shall have no seal.

                                  ARTICLE VIII
                                  ------------

                            AMENDMENT OF REGULATIONS

Section 8.01 - Annual or Special Meeting of Shareholders.
- ------------   ------------------------------------------

  (a)  This Code of Regulations may be changed, added to or repealed at any
       annual meeting of the shareholders or at any special meeting of the
       shareholders called for that purpose, provided that at any special
       meeting the intention to consider such amendments must be stated in the
       notices or waivers of notice for such special meeting.

  (b)  An affirmative vote of the holders of record of shares entitling them to
       exercise a majority of the voting power of the Corporation shall be
       required to amend this Code of Regulations at any annual meeting of
       shareholders or at a special meeting called for that purpose.

Section 8.02 - Amendment Without Meeting.
- ------------   --------------------------

   This Code of Regulations may be amended without a meeting of shareholders by
written consent of the holders of record of shares entitling them to exercise a
majority of the voting power of the Corporation.

                                       11

EX-3.89

                                                                    EXHIBIT 3.89
                                                                    ------------

                           ARTICLES OF INCORPORATION

                                       OF

                         WESTERN INDUSTRIAL CORPORATION


KNOW ALL MEN BY THESE PRESENTS:  That we, the undersigned, Sydney Hoff-Hay,
Marcia L. Nave, Daniel Hay and Bruce W. Nave, all residents of Maricopa County,
Arizona, of legal age, come now for the purpose of forming a corporation under
the laws of the State of Arizona, and in pursuance thereof do hereby sign and
deliver in triplicate to the Secretary of State of Arizona the following
Articles of Incorporation, and do state as follows:

                                   ARTICLE I
                                   ---------

     The name of the corporation shall be Western Industrial Resources
Corporation.

                                   ARTICLE II
                                   ----------

     The period of duration of the corporation shall be perpetual.

                                  ARTICLE III
                                  -----------

     The purposes for which the corporation is organized are:

     1.   To perform management, maintenance and construction services to
          industrial, commercial and manufacturing facilities.

     2.   To engage in the construction of residential, commercial and
          industrial facilities.

     3.   To perform specialty welding and fabrication services.

     4.   To generally deal in the marketing of personal property.

     5.   To access and utilize programs to assist minorities and women in
          business.

     6.   To buy, sell, and generally deal in notes, stocks and/or securities of
          individuals and other corporations and contracts.

     7.   To borrow money and to issue notes, bonds, preferred stock offerings
          and other forms of obligations and to mortgage, pledge and hypothecate
          all or any part of the assets of the company, real or personal, as
          security for the payment thereof.

     8.   To borrow money from the United States, or any agency or subdivision
          thereof, or any financial institution.


     9.   To loan money, with or without security therefor.

     10.  To sell, lease, exchange or otherwise dispose of all or any part of
          the assets and property of the company, or merge or consolidate the
          same with other corporations, upon such terms and conditions as may be
          for the best interests of the corporation, as determined by the Board
          of Directors and upon compliance with the laws in respect thereto.

     11.  To have and exercise, and enjoy all the other rights and privileges
          and powers now or hereafter granted to corporations under the laws of
          the State of Arizona and all other powers incident to the foregoing
          general purposes in their fullest and broadest sense.

     12.  To seek and gain certification from City, County, State and Federal
          Agencies as a Minority and Woman Owned Business, exercising all of the
          privileges and support programs intended for this type of
          organization.

                                   ARTICLE IV
                                   ----------

     The corporation shall issue capital common stock of 100,000 shares.

                                   ARTICLE V
                                   ---------

     The principal place of business and registered office and street address of
the corporation shall be 5508 E. Sandra Terrace, Scottsdale, Arizona 85254.

                                   ARTICLE VI
                                   ----------

     The Board of Directors of the corporation shall consist of not less than
four nor more than 7 members, as may be determined by the stockholders from time
to time.  The first Board of Directors who shall serve until after December 31,
1997 or until their successors have been duly elected and qualified, shall be:

         SYDNEY HOFF-HAY                   5508 E. Sandra Terrace
                                           Scottsdale, Arizona  85254

         MARCIA L. NAVE                    2236 North Rico Circle
                                           Mesa, Arizona  85213

         DANIEL HAY                        5508 E. Sandra Terrace
                                           Scottsdale, Arizona  85254

         BRUCE W. NAVE                     2236 North Rico Circle
                                           Mesa, Arizona  85213

                                       2


                                  ARTICLE VII
                                  -----------

     The statutory agent for the corporation shall be Ms. Sydney Hoff-Hay, who
resides at 5508  E. Sandra Terrace, Scottsdale, Arizona 85254.

                                  ARTICLE VIII
                                  ------------

     The individual members of the Board of Directors shall have no liability to
the corporation or its shareholders for monetary damages for any action taken or
any failure to take any action as a Director, as limited and provided for in
A.R.S. (S) 10-202.

     The corporation may, by majority vote of the Board of Directors indemnify
any person who incurs expenses by reason of the fact he or she is or was an
officer, director, employee, or agent of the corporation.  The private property
of the stockholders, officers and directors of this corporation shall be forever
exempt from all corporate debts of any kind whatsoever.

                                   ARTICLE IX
                                   ----------

     The name and address of the incorporators of this corporation, and the
number of shares of common stock subscribed by them is as follows:

     DANIEL HAY              5508 E. Sandra Terrace            25,000 Shares
                             Scottsdale, Arizona  85254

     SYDNEY HOFF-HAY         5508 E. Sandra Terrace            26,000 Shares
                             Scottsdale, Arizona  85254

     BRUCE W. NAVE           2236 North Rico Circle            24,000 Shares
                             Mesa, Arizona  85213

     MARCIA L. NAVE          2236 North Rico Circle            25,000 Shares
                             Mesa, Arizona  85213


     IN WITNESS WHEREOF, We have hereunto set our hands and seals this 1st day
of November, 1996 in Phoenix, Arizona.


- ---------------------------------             --------------------------------
Sydney Hoff-Hay                               Marcia L. Nave

- ---------------------------------             --------------------------------
Daniel Hay                                    Bruce W. Nave

                                       3


STATE OF ARIZONA     )
                      ss.
County of Maricopa   )

     On this the ____ day of _________, 1996, before me personally appeared
SYDNEY HOFF-HAY, DANIEL HAY, MARCIA L. NAVE and BRUCE W. NAVE, to me known to be
the individuals described in and who executed the foregoing instrument, and
acknowledged to me that they signed and sealed the said instrument as their free
and voluntary act and deed for the uses and purposes therein mentioned.

     WITNESS my hand and official seal hereto affixed this day and year in this
certificate above written.


                                          -------------------------------------
                                          NOTARY PUBLIC in and for said county
                                          and state and residing at ___________
                                          ___________________________.

                                       4

EX-3.90

                                                                    EXHIBIT 3.90
                                                                    ------------
================================================================================

                                     Bylaws

                                       of

                    WESTERN INDUSTRIAL RESOURCES CORPORATION

     ____________________________________________________________________,

            adopted this        day of April, 1997
                    ----------------------------------------------

================================================================================


                                CORPORATE BYLAWS

                                       OF

                    WESTERN INDUSTRIAL RESOURCES CORPORATION

                                   ARTICLE I
                                    OFFICES

  The Principal Office of this Corporation shall be in the City of Scottsdale,
                                                                   ----------
County of Maricopa, State of Arizona, and, if so required by State Laws, the
          --------           -------
Corporation shall have a Registered Office in the City of                 ,
                                                         -----------------
County of Maricopa, State of Arizona, and a Registered Agent whose office may
          --------           -------
or may not be identical with the Registered Office. The addresses of each of
these offices may be changed from time to time by the Board of Directors.

                                   ARTICLE II
                                 CORPORATE SEAL

  The Board of Directors shall provide a suitable Corporate Seal which shall
have inscribed thereon the name of the corporation and the State of
Incorporation.  The seal to be issued by the corporation shall be in the form
impressed below.




                                  ARTICLE III
                             STOCKHOLDERS' MEETINGS

  ANNUAL STOCKHOLDERS' MEETING.  The annual meeting of the stockholders for the
election of directors shall be held on the second Tuesday of December in each
year, or if that be a legal holiday, on the next succeeding day not a legal
holiday, at which meeting they shall elect by ballot, by plurality vote, a board
of directors and may transact such other business as may come before the
meeting.

  SPECIAL MEETINGS.  All meetings of the stockholders for the election of the
directors shall be held at the office of the corporation in Maricopa County, or
at such other place within or without such city as may be fixed by the board of
directors provided that at least ten days' notice be given to the stockholders
of the place so fixed.  All other meetings of the stockholders shall be held at
such place or places, within or without the State of Arizona as may from time to
time be fixed by the board of directors or as shall be specified and fixed in
the respective notices or waivers of notice thereof./*/

  CHANGE OF TIME AND PLACE OF MEETING.  No charge of the time or other change of
place of a meeting for the election of directors, as fixed by the Bylaws, shall
be made within sixty days next before the day on which such election of
directors; notice thereof shall be given to each stockholder entitled to vote at
least twenty days before the election is held.


/*/  Stockholders holding a majority of shares may also fix the time and date of
     a Special Meeting, giving reasonable notice.

                                                                          Page 1


  STOCKHOLDERS ENTITLED TO VOTE.  A complete list of stockholders entitled to
vote, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder
shall be prepared by the secretary and shall be open to the examination of any
stockholder at the place of election, for ten days prior thereto, and during the
whole time of the election.

  VOTING.  Each stockholder entitled to vote shall, at every meeting of the
stockholders, be entitled to vote in person or by proxy, signed by him or her, a
number of votes equal to the number of shares of stock he or she owns multiplied
by the number of directors to be elected, but no proxy shall be voted after
three years from its execution date, unless it specifically provides for a
longer period.  Such right to vote shall be subject to the right of the board of
directors to close the transfer of books or fix a record date for voting
stockholders, and hereinafter provide that, if the directors shall not have
exercised such right, no share of stock shall be voted at the election for
directors which has been transferred on the books of the corporation within
twenty days next preceding such election.

  NOTICE OF MEETINGS.  Notice of all meetings shall be mailed to each
stockholder of record entitled to vote at his or her last known post office
address, for annual meetings ten days and for special meetings five days prior
thereto.

  QUORUM.  The holders of a majority of the stock outstanding and entitled to
vote shall constitute a quorum, but the holders of a smaller amount may be
adjourned from time to time without further notice until a quorum is secured.

                                   ARTICLE IV
                                   DIRECTORS

  NUMBER AND AUTHORITY.  The affairs, business and property of the corporation
shall be managed and controlled by its board of directors, numbering not less
than four nor more than seven members who need not be stockholders of the
corporation.

  TERM OF OFFICE.  The directors shall hold office until their successors are
elected and qualified.  They shall be elected by the stockholders, except that
if there are any vacancies in the board by reason of death, resignation or
otherwise, or if there be any newly created directorship resulting from any
increase in the authorized number of directors, such vacancies or newly created
directorships may be filled for the unexpired term by a majority vote of the
directors then in office, though less than a quorum.

  POWERS.  The board of directors shall have, in addition to such powers as are
hereinafter expressly conferred on it, all such power as may be exercised by the
corporation, subject to the provisions of the Statutes, the Articles
(Certificate) of Incorporation and the Bylaws.

  The board of directors shall have power to:

  a)  Purchase or otherwise acquire property, rights or privileges for the
corporation, which the corporation has the power to take, at such prices and on
such terms as the board of directors may deem proper.

  b)  Pay for such property, right or privileges in whole or in part with money,
stock, bonds, debentures or other securities of the corporation, or by the
delivery of other property of the corporation.

  c)  Create, make and issue mortgages, bonds, deeds of trust, trust agreements
and negotiable or transferable instruments and securities, secured by mortgages
or otherwise, and to do every act and thing necessary to effectuate the same.

  d)  Appoint agents, clerks, assistants, factors, employees and trustees, and
to dismiss them at its discretion, to fix their duties and emoluments to change
them from time to time and to require security as it may deem proper.

  e)  Confer on any office of the corporation the power of selecting,
discharging or suspending such employees.

                                                                          Page 2


  f)  Determine by whom and in what manner the corporation's bills, notes,
acceptances, endorsements, checks, releases, contracts, or other document shall
be signed.

  MEETING OF DIRECTORS.  After such annual election of directors, the newly
elected directors shall meet for the purpose of organization, the election of
officers, and the transaction of other business, at such place and time as shall
be fixed by the stockholders at the annual meeting, and if a majority of the
directors are present at such place and time, no prior notice of such meeting
shall be required to be given to the directors.  The place and time of such
meeting may also be fixed by written consent of the directors.

  REGULAR MEETINGS.  Regular meetings of the directors shall be held on the 15th
of each month at the office of the corporation in Maricopa County, Arizona or
elsewhere and at other times as may be fixed by resolution of the board.  No
notice of regular meetings shall be required.

  SPECIAL MEETINGS.  Special meetings of the directors may be called by the
president on two days' notice in writing or on one day's notice by telegraph to
each director and shall be called by the president in like manner on the written
request of two directors.  Special meetings of the directors may be held within
or without the State of incorporation at such place as is designated in the
notice of waiver of notice thereof.

  QUORUM.  A majority of the directors shall constitute a quorum, but a smaller
number may adjourn from time to time without further notice, until a quorum is
secured.

                                   ARTICLE V
                              EXECUTIVE COMMITTEE

  NUMBER.  The board of directors may, be resolution or resolutions passed by a
majority of the whole board designate an executive committee consisting of two
or more of the directors of the corporation.

  POWERS.  The executive committee shall not have authority to make, alter or
amend the Bylaws, but shall exercise all other powers of the board of directors
between the meetings of said board, except the power to fill vacancies in their
own membership, which vacancies shall be filled by the board of directors.

  MEETINGS.  The executive committee shall be at stated times or on notice to
all by any of their number.  They shall fix their rules at procedure.  A
majority shall constitute a quorum, but the affirmative vote of the whole
committee shall be necessary in every case.

  MINUTES.  The executive committee shall keep regular minutes of their
proceedings and report the same to the board of directors.

                                   ARTICLE VI
                           COMPENSATION OF DIRECTORS

  The directors of the corporation shall receive such compensation for
attendance at each regular or special meeting as the board may from time to time
prescribe.

                                  ARTICLE VII
                          OFFICERS OF THE CORPORATION

  The officers of the corporation shall be a president, one or more vice
presidents, a secretary, a treasurer and such other officers as may be chosen
from time to time by the board of directors.  Any number of offices may be held
by the same person unless the Articles (Certificate) of Incorporation or Bylaws
otherwise provide.

  The officers of the corporation shall hold office until their successors are
chosen and qualified in their stead.  Any officer chosen or appointed by the
board of directors may be removed either with or without cause at any time by an
affirmative vote of the majority of the whole board of directors.

                                                                          Page 3


                             DUTIES OF THE OFFICERS

  PRESIDENT.  The president shall be the chief executive officer of the
corporation.  It shall be his or her duty to preside at all meetings of the
stockholders and directors; to have general and active management of the
business of the corporation; to see that all orders and resolutions of the board
of directors are carried into effect; to execute all contracts, agreements,
deeds, bonds, mortgages and other obligations and instrument in the name of the
corporation, and to fix the corporate seal thereto when authorized by the board
of directors or the executive committee.

  He or she shall have the general supervision and direction of the officers of
the corporation and shall see that their duties are properly performed.

  He or she shall submit a report of the operations of the corporation for the
year to the directors at their annual meeting next preceding the annual meeting
of the stockholders and to the stockholders at their annual meeting.

  He or she shall be ex-officio a member of all standing committee and shall
have the general duties and powers of supervision and management usually vested
in the office of president of a corporation.

  VICE-PRESIDENT.  The vice-president or vice-presidents, in the order
designated by the board of directors, shall be vested with all the powers and
required to perform all duties of the president in his or her absence or
disability and shall perform such other duties as may be prescribed by the board
of directors.

  SECRETARY.  The secretary shall attend all meetings of the corporation, the
board of directors, and the executive committee, if any.  He or she shall act as
clerk thereof and shall record all of the proceedings of such meetings in a book
kept for the purpose.  He or she shall give proper notice of meetings of
stockholders and directors and shall perform such other duties as shall be
assigned to him or her by the president or the board of directors.

  TREASURER.  The treasurer shall have custody of the funds and securities of
the corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all money
and valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.

  He or she shall disburse the funds of the corporation as may be ordered by the
Board of Directors, Executive Committee or President, taking proper vouchers for
such disbursements, and shall render to the president and directors, whenever
they may require it, an account of all transaction as treasurer and the
financial condition of the corporation at the annual meeting of the Board of
Director next preceding the annual meeting of the stockholders and alike report
for the preceding year.

  He or she shall keep an account of stock registered and transferred in such
manner subject to such regulations as the board of directors may prescribe.

  He or she shall give the corporation a bond, if required by the board of
directors, in such sums and form with sureties satisfactory to the board of
directors for the faithful performance of the duties of his or her office.  In
case of his or her death, resignation or removal from office, all books, papers,
vouchers, money and other property of whatever kind in his or her possession,
belonging to the corporation, shall be restored to the corporation.  He or she
shall perform such other duties as the board of directors or executive committee
may from time to time prescribe or require.

                                  ARTICLE VIII
                              DELEGATION OR DUTIES

  In case of the absence or disability of any officer of the corporation or for
any other reason deemed sufficient by a majority of the board, the board of
directors may delegate said officer's powers or duties to any other officer or
to any director for the time being.

                                                                          Page 4


                                   ARTICLE IX
                                   COMMITTEE

  Section 1.  Committee of Directors.  The board of directors may, by resolution
or resolutions passed, designate and appoint one or more committees, each of
which shall consist of two or more directors, which committee, to the extent
provided in said resolution, shall have and exercise the authority of the board
of directors in the management of the corporation.  Said committees shall not
have the authority to make, alter or amend the Article (Certificate) of
Incorporation or the Bylaws; elect, appoint or remove any member of any such
committee, or any director or officer of the corporation; adopt a plan of
merger, consolidation or dissolution; or authorize the sale, lease, exchange or
mortgage of all, or substantially all of the property and assets of the
corporation.  The designation and appointment of any such committee and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any individual director, of any responsibility imposed by law.

  Section 2.  Terms of Office.  Each member of a committee shall continue as
such until successors are appointed, unless such committee shall be sooner
terminated, or unless such member be removed, resigns or otherwise ceases to
qualify as a member thereof.

  Section 3.  Committee Chairman.  One member of each committee shall be
appointed chairman by a majority vote of the committee members.

  Section 4.  Vacancies.  Vacancies in the membership of any committee may be
filled by appointments made in the same manner as provided in the case of the
original appointments.

  Section 5.  Quorum.  Unless otherwise provided in the resolution of the board
of directors designating the committee, a majority of the whole committee shall
constitute a quorum, and the act of a majority of committee members shall be the
act of the committee.

  Section 6.  Rules.  Each committee may adopt rules for its own government, not
inconsistent with these Bylaws or with rules adopted by the board of directors.
In any case, Robert's Rules of Order shall prevail at all meetings of the
committee membership unless specifically or otherwise provided by resolution
adopted by the board of directors.

                                   ARTICLE X
                             CERTIFICATE OF STOCKS

  ISSUANCE. The president will cause to be issued to each stockholder, one or
more stock certificates under the seal of the corporation and duly signed by
[check applicable block(s)] [X] President [_] Vice-President [X] Secretary
([_] Treasurer) certifying the number of shares owned by said stockholder in the
corporation.

  TRANSFERS.  All transfers of stock of the corporation shall be made upon its
books by the holder of the shares in person or by his or her lawfully
constituted representative, upon surrender of certificates of stock for
cancellation.

  LOST CERTIFICATES.  If the holder of any stock certificates shall lose the
certificate thereof, he or she shall immediately notify the corporation of the
facts and the board of directors may then cause a new certificate to be issued,
subject to the deposit or a bond or other indemnity in such form and with such
sureties, if any, as the board may require.

  CLOSING OF TRANSFER BOOKS.  The board of directors shall have the power to
close the stock transfer books of the corporation for a period not exceeding
fifty (50) days preceding the date of: (1) any meeting of stockholders, (2) the
date for payment of any dividend, (3) the date fixed for the allotment of rights
when any change, conversion or exchange or capital stock shall go into effect,
or (4) any matter requiring consent of the stockholders.  However, in lieu of
closing the stock transfer books as aforesaid, the board of directors may fix in
advance a date, not exceeding fifty (50) days preceding the date of any of the
four conditions heretofore described, as a record date for the determination of
the stockholders entitled to notice of, and to vote at any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case, such stockholders and only such

                                                                          Page 5


stockholders as shall be stockholders of record on the date fixed shall be
entitled to such notice of, and to vote at such meeting and adjournment thereof,
or to receive payment of any such declared dividends, or to receive such
allotment or rights or to exercise such rights or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

  STOCKHOLDERS OF RECORD.  The corporation shall be entitled to treat the holder
of record of any shares of stock as the holder in fact thereof, and accordingly,
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person whether or not it shall have express
or other notice thereof, save as expressly provided by the laws of the
Incorporating State.

  TREASURY STOCK.  The board of directors shall have the authority to purchase
or otherwise acquire in the name of the corporation, any of its own shares of
stock offered or tendered by any such shareholder.  Payment for such shares of
stock may be made in cash, property, stock, debentures, bonds or other debt
instruments as authorized and approved by the board of directors.

  All such shares of stock purchased as aforesaid shall be transferred on the
corporate books to the name of the corporation and so held pending disposition
by the board of directors.

                                   ARTICLE XI
                                   DIVIDENDS

  Dividends upon the capital stock may be declared by the board of directors at
any regular or special meeting and may be paid either in cash, in property, or
in shares of the capital stock.  Before paying any dividends or making any
distribution of profits, the directors may set apart, out of any of the funds of
the corporation available for the dividends, a reserve or reserves for any
proper purpose and may alter or abolish any such reserve or reserves.

                                  ARTICLE XII
                               BOOKS AND RECORDS

  The corporation shall keep correct and complete books and records of accounts,
and shall keep minutes of all proceedings of its board of directors, committees
and, if applicable, its members.  All books and records of the corporation may
be inspected by any member, or his agent or attorney for any proper purpose at
any reasonable time, and except as otherwise required by the laws of the
Incorporating State, such books and records may be kept within or without said
State, at such place or places as may from time to time be designated by the
board of directors.

                                  ARTICLE XIII
                      CONTRACTS, CHECKS, DEPOSITS OF FUNDS

  Section 1.  Contracts.  The board of directors may authorize any officer or
officers, agent or agents of the corporation, in addition to the officers so
authorized by these Bylaws, to enter into any contract or execute and deliver
any instrument in the name of, and on behalf of, this corporation, and such
authority may be general or confined to specific insurances.

  Section 2.  Checks, Drafts, etc.  All checks, drafts, or orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.  In the absence of such determination by
the board of directors, such instruments shall be signed by the treasurer or an
assistant treasurer and countersigned by the president or a vice-president of
the corporation.

  Section 3.  Deposits.  All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the president may select.

  Section 4.  Gifts.  The board of directors may accept on behalf of the
corporation any contribution, gift, bequest or devise for the general purpose or
for any special purpose of the corporation.

                                                                          Page 6


                                  ARTICLE XIV
                                  FISCAL YEAR

  The fiscal year of the corporation shall end on December 31 of each year.

                                   ARTICLE XV
                                    NOTICES

  Notice required to be given under the provisions of these Bylaws to any
director, officer or stockholder shall not be construed to mean personal notice,
but may be given in writing by depositing the same in a post office or letter-
box, in a postage paid sealed envelope, addressed to such stockholder, officer
or director at such address as appears on the books of the corporation.  Notice
shall be deemed to be given at the time when the same shall be thus mailed.  Any
stockholder, officer or director may waive, in writing, any notice required to
be given under these Bylaws, whether before or after the time stated therein.

                                  ARTICLE XVI
                                   AMENDMENTS

  These Bylaws may be amended, altered, repealed or added to at any regular
meeting of the stockholders or board of directors or at any special meeting
called for that purpose, by an affirmative vote of a majority of the stock
issued and outstanding and entitled to vote, or of a majority of the whole
authorized number of directors, as the case may be.

  The board of directors may also adopt, amend or rescind any of the Articles or
any part therein of the Articles (Certificate) of Incorporation of the
corporation by a lawful quorum of any lawfully called regular or special
meetings of the stockholders or board of directors in a like manner as described
above.

                                  ARTICLE XVII
                              ACTION BY RESOLUTION

  The board of directors may act, without convening in regular or special
meeting, by written resolution signed by all of the members of the board of
directors and duly entered in the corporate records.

  IN WITNESS WHEREOF, the foregoing CORPORATE BYLAWS, consisting of pages 1
through 6, were adopted this 10th day of April, 1997, by all of the Members of
the Board of Directors of WESTERN INDUSTRIAL RESOURCES CORPORATION, an Arizona
corporation.

- -----------------------------       ---------------------------------
          Director                              Director

- -----------------------------       ---------------------------------
          Director                              Director

- -----------------------------       ---------------------------------
          Director                              Director

- -----------------------------       ---------------------------------
          Director                              Director

                                                                          Page 7

EX-3.91

                                                                    EXHIBIT 3.91
                                                                    ------------

                           ARTICLES OF INCORPORATION

                                       OF

                       MONTEREY LANDFILL GAS CORPORATION

                                       I

     The name of this corporation is:  Monterey Landfill Gas Corporation.

                                       II

     The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California ("GCL") other than banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III

     The name in the State of California of the corporation's initial agent for
service of process, is:  United Stated Corporation Company.

                                       IV

     The corporation is authorized to issue only one class of shares of stock
and the total number of shares which the corporation is authorized to issue is
600 common shares.

Dated this 29th day of September, 986.


                                        /s/ Nancy J. Kras
                                        ---------------------------------
                                        Incorporator

     I hereby declare that I am the person who executed the foregoing Articles
of Incorporation which execution is my act and deed.


                                        /s/ Nancy J. Kras
                                        ---------------------------------
                                        Incorporator

                                       2

EX-3.92

                                                                    Exhibit 3.92
                                                                    ------------
                           BYLAWS FOR THE REGULATION
                                       OF
                       MONTEREY LANDFILL GAS CORPORATION,
                            A CALIFORNIA CORPORATION

                                   ARTICLE I

                                    OFFICES
                                    -------

     Section 1.1  Principal Executive Office.
     -----------  --------------------------

     The principal executive office of Monterey Landfill Gas Corporation
(hereinafter called the "Corporation") in the State of California shall be at
400 South El Camino Real, Suite 1200, San Mateo, California 94402.

     Section 1.2  Other Offices.
     -----------  -------------

     The Corporation may also have an office or offices at such other place or
places, either within or without the State of California, as the board of
directors may from time to time determine or as the business of the Corporation
may require.

                                   ARTICLE II


                            MEETINGS OF SHAREHOLDERS
                            ------------------------

     Section 2.1  Place of Meetings.
     -----------  -----------------

     Each annual or special meeting of shareholders shall be held at such
location as may be determined by the Board of Directors, or if no such
determination is made, at such place as may be determined by the chief executive
officer, or by any other officer authorized by the Board of Directors or the
chief executive officer to make such determination.  If no location is so
determined, any annual or special meeting shall be held at the principal
executive office of the corporation.

     Section 2.2  Annual Meetings.
     -----------  ---------------

     The annual meetings of shareholders shall be held on such day and at such
hour as may be fixed by the Board of Directors.  At such meeting, Directors
shall be elected, and any other proper business may be transacted.

     Section 2.3  Special Meetings.
     -----------  ----------------

     Special meetings of the shareholders may be called at any time by the Board
of Directors, the Chairman of the Board, the President, or by the holders of
shares entitled to cast not less than ten percent (10%) of the votes at the
meeting.  Notice of such special meeting shall be given in the same manner as
for the annual meeting of shareholders.  Notices of any special meetings


shall specify in addition to the place, date and hour of such meeting, the
general nature of the business to be transacted thereat.

     Section 2.4  Notice of Meetings or Reports.
     -----------  -----------------------------

     Notice of each annual or special meeting of shareholders shall contain such
information, and shall be given to such persons at such time, and in such
manner, as the board of directors shall determine, or if no such determination
is made, as the chief executive officer, or any other officer so authorized by
the board of directors or the chief executive officer, shall determine, subject
to the requirements of applicable law.

     Section 2.5  Adjourned Meetings and Notice Thereof.
     -----------  -------------------------------------

     Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority of the
shares, represented either in person or by proxy, but in the absence of a
quorum, no other business may be transacted at such meeting, except as provided
in Section 2.7 of these By-Laws.

     When a shareholders' meeting is adjourned to another time or place, notice
of the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken; except that if the
adjournment is for more than forty-five (45) days or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote thereat.

     At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting.

     Section 2.6  Voting.
     -----------  ------

     Except as provided below or as otherwise provided by the Articles of
Incorporation or these Bylaws, a shareholder shall be entitled to one vote for
each share held of record on the record date fixed for the determination of the
shareholders entitled to vote at a meeting or, if no such date is fixed, the
date determined in accordance with law.  Upon the demand of any shareholder made
at a meeting before the voting begins, the election of directors shall be by
ballot.  No shareholder will be permitted to cumulate votes at any election of
directors.

     Any holder of shares entitled to vote on any matter may vote part of the
shares in favor of the proposal and refrain from voting the remaining shares or
vote them against the proposal, other than elections to office, but, if the
shareholder fails to specify the number of shares such shareholder is voting
affirmatively, it shall be conclusively presumed that the shareholder's
approving vote is with respect to all shares said shareholder is entitled to
vote.

     Section 2.7  Quorum.
     -----------  ------

     A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders.  If a quorum is
present, the affirmative vote

                                       2


of a majority of the shares represented at the meeting and entitled to vote on
any matter shall be the act of the shareholders, unless otherwise required by
the Articles of Incorporation.

     The shareholders present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

     Section 2.8  Consent of Absentees.
     -----------  --------------------

     The transactions of any meeting of shareholders, if not duly called and
noticed, and wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present either in person or
by proxy, and if, either before or after the meeting, each of the shareholders
entitled to vote, not present in person or by proxy, signs a written waiver of
notice, or a consent to the holding of such meeting, or an approval of the
minutes thereof.  All such waivers, consents, or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

     Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when a person objects, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened; provided, that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by law or these By-Laws to be
included in the notice but not so included if such objection is expressly made
at the meeting.

     Section 2.9  Action Without Meeting.
     -----------  ----------------------

     Any action which may be taken at any meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the actions so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted; provided, that except to fill a vacancy as
provided in Section 3.6 of these By-Laws, Directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of Directors.

     Unless the consents of all shareholders entitled to vote have been
solicited in writing, notice of the following actions approved by shareholders
without a meeting by less than unanimous written consent shall be given to those
shareholders entitled to vote who have not consented in writing at least ten
(10) days before the consummation of the action authorized by such approval:

     1.  Approval of contract or other transaction between the Corporation and
one or more of its Directors, or between the Corporation and any corporation,
firm or association in which one or more of its Directors has a material
financial interest.

                                       3


     2.  Approval of any indemnification to be made by the Corporation of a
person who was or is a party or is threatened to be made a party to any
proceeding by reason of the fact that such person was or is an agent of the
Corporation.

     3.  Approval of the principal terms of a reorganization.

     4.  Approval of a plan of distribution of the shares, obligations or
securities of any other Corporation, or assets other than money, which is not in
accordance with the liquidation rights of the preferred shares as specified in
the Articles of Incorporation or a Certificate of Determination.

     Unless the consents of all shareholders entitled to vote have been
solicited in writing, prompt notice of the taking of any corporate action not
listed above which is approved by shareholders without a meeting by less than
unanimous written consent, shall be given to those shareholders entitled to vote
who have not consented in writing.

     Such notice shall be given as provided in Section 2.4 of these By-Laws.

     Section 2.10  Proxies.
     ------------  -------

     Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares.  No proxy shall be valid
after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     Section 3.1  Powers.
     -----------  ------

     Subject to the limitations stated in the Articles of Incorporation, these
By-Laws, and the California Corporations Code as to actions which shall be
approved by the shareholders or by the affirmative vote of a majority of the
outstanding shares entitled to vote, and subject to the duties of Directors as
prescribed by the California Corporations Code, all corporate powers shall be
exercised by, or under the direction of, and the business and affairs of the
Corporation shall be managed by, the Board of Directors.

     Section 3.2  Number of Directors.
     -----------  -------------------

     The number of directors of the Corporation shall be two, until changed in
accordance with applicable law.

     Section 3.3  Election and Term of Office.
     -----------  ---------------------------

     The Directors shall be elected at each annual meeting of shareholders, but
if any such annual meeting is not held, or the Directors are not elected
thereat, the Directors may be elected at any special meeting of the shareholders
held for that purpose.  All Directors shall hold office

                                       4


until the expiration of the term for which elected and until their respective
successors are elected, except in the case of the death, resignation or removal
of any Director. A Director need not be a shareholder.

     Section 3.4  Resignation.
     -----------  -----------

     Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the Corporation, unless the notice specifies a later time for the effectiveness
of such resignation.  If the resignation is effective at a future time, a
successor may be elected to take office when the resignation becomes effective.

     Section 3.5  Removal.
     -----------  -------

     The entire Board of Directors or any individual Director may be removed
from office prior to the expiration of their or his term of office, with or
without cause, in the manner and within the limitations provided by the
California Corporations Code.

     No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of such Director's term of office.

     Section 3.6  Vacancies.
     -----------  ---------

     A vacancy on the Board of Directors shall be deemed to exist in case of the
death, resignation or removal of any Director, or if the authorized number of
Directors be increased, or if the shareholders fail at any annual or special
meeting of shareholders at which any Director or Directors are elected to elect
the full authorized number of Directors to be voted for at that meeting.

     Vacancies in the Board of Directors may be filled by a majority of the
Directors then in office, whether or not less than a quorum, or by a sole
remaining Director.  Each Director so elected shall hold office until the
expiration of the term for which he was elected and until his successor is
elected at an annual or a special meeting of the shareholders, or until his
death, resignation or removal.

     The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors.  Any such election by written
consent other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote.  A Director may not be
elected by written consent to fill a vacancy created by removal except by
unanimous written consent of all shares entitled to vote for the election of
directors.

     Section 3.7  Organization Meeting.
     -----------  --------------------

     Immediately after each annual meeting of shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization, the
election of officers and the transaction of other business.  No notice of such
meeting need be given.

     Section 3.8  Other Regular Meetings.
     -----------  ----------------------

                                       5


     The Board of Directors may provide by resolution the time and place for the
holding of regular meetings of the Board; provided, however, that if the date so
designated falls upon a legal holiday, then the meeting shall be held at the
same time and place on the next succeeding day which is not a legal holiday.  No
notice of such regular meetings of the Board need be given.

     Section 3.9  Calling Meetings.
     -----------  ----------------

     Meetings of the Board of Directors for any purpose or purposes shall be
held whenever called by the Chairman of the Board, the President or the
Secretary or any two Directors of the Corporation.

     Section 3.10  Place of Meetings.
     ------------  -----------------

     Meetings of the Board of Directors shall be held at any place within or
without the State of California which may be designated in the notice of the
meeting, or, if not stated in the notice or there is no notice, designated by
resolution of the Board.  In the absence of such designation, meetings of the
Board of Directors shall be held at the principal executive office of the
Corporation.

     Section 3.11  Telephonic Meetings.
     ------------  -------------------

     Members of the Board may participate in a regular or special meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another.
Participation in a meeting pursuant to this Section 3.11 constitutes presence in
person at such meeting.

     Section 3.12  Notice of Special Meetings.
     ------------  --------------------------

     Written notice of the time and place of special meetings of the Board of
Directors shall be delivered personally to each Director, or sent to each
Director by mail, telephone or telegraph.  In case such notice is sent by mail,
it shall be deposited in the United States mail at least four (4) days prior to
the time of the holding of the meeting.  In case such notice is delivered
personally, or by telephone or telegraph, it shall be so delivered at least
forty-eight (48) hours prior to the time of the holding of the meeting.  Such
notice may be given by the Secretary of the Corporation or by the persons who
called said meeting.  Such notice need not specify the purpose of the meeting,
and notice shall not be necessary if appropriate waivers, consents and/or
approvals are filed in accordance with Section 3.13 of these By-Laws.

     Section 3.13  Waiver of Notice.
     ------------  ----------------

     Notice of a meeting need not be given to any Director who signs a waiver of
notice, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
Director.

     The transactions of any meeting of the Board of Directors, however called
and noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice

                                       6


if a quorum is present and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

     Section 3.14  Action Without Meeting.
     ------------  ----------------------

     Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting, if all members of the Board shall individually or
collectively consent in writing to such action.  Such written consent or
consents shall be filed with the minutes of the proceedings of the Board.  Such
action by written consent shall have the same force and effect as a unanimous
vote of such Directors.

     Section 3.15  Quorum.
     ------------  ------

     A majority of the authorized number of Directors shall constitute a quorum
for the transaction of business.  Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be the act of the Board of Directors, unless the Articles of
Incorporation, or the California Corporations Code, specifically requires a
greater number.  In the absence of a quorum at any meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting as
provided in Section 3.16 of these By-Laws.  A meeting at which a quorum is
initially present may continue to transact business, notwithstanding the
withdrawal of enough Directors to leave less than a quorum, if any action taken
is approved by at least a majority of the required quorum for such meeting.

     Section 3.16  Adjournment.
     ------------  -----------

     Any meeting of the Board of Directors, whether or not a quorum is present,
may be adjourned to another time and place by the vote of a majority of the
Directors present.  Notice of the time and place of the adjourned meeting need
not be given to absent Directors if said time and place are fixed at the meeting
adjourned.

     Section 3.17  Inspection Rights.
     ------------  -----------------

     Every Director shall have the absolute right at any time to inspect, copy
and make extra copies of, in person or by agent or attorney, all books, records
and documents of every kind and to inspect the physical properties of the
Corporation.

     Section 3.18  Fees and Compensation.
     ------------  ---------------------

     Directors shall not receive any stated salary for their services as
directors, but, by resolution of the Board, a fixed fee, with or without
expenses of attendance, may be allowed for attendance at each meeting.  Nothing
herein contained shall be construed to preclude any Director from serving the
Corporation in any other capacity as an officer, agent, employee, or otherwise,
and receiving compensation therefor.

                                       7


                                  ARTICLE IV

                                   OFFICERS
                                   --------

     Section 4.1  Officers.
     -----------  --------

     The officers of the Corporation shall be a President, a Vice President, a
Secretary, and a Treasurer, who shall be the Chief Financial Officer of the
Corporation.  The Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more additional Vice Presidents, one
or more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 4.3.  One person may hold two or more
offices.

     Section 4.2  Election.
     -----------  --------

     The officers of the Corporation, except such officers as may be appointed
in accordance with the provisions of Sections 4.3 and 4.5, shall be chosen
annually by the Board of Directors and each shall hold his office until he shall
resign or shall be removed or otherwise disqualified to serve, or his successor
shall be elected and qualified.

     Section 4.3  Subordinate Officers, etc.
     -----------  -------------------------

     The Board of Directors may appoint such other officers as the business of
the Corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in these By-Laws or
as the Board of Directors may from time to time determine.

     Section 4.4  Removal and Resignation.
     -----------  -----------------------

     Any officer may be removed, either with or without cause, by a majority of
the Directors at the time in office, at any regular or special meeting of the
Board, or, except in case of an officer chosen by the Board of Directors, by an
officer upon whom such power of removal may be conferred by the Board of
Directors.

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

     Section 4.5  Vacancies.
     -----------  ---------

     A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these By-Laws for regular appointments to such office.

     Section 4.6  Chairman of the Board.
     -----------  ---------------------

                                       8


     The Chairman of the Board, if there shall be such an officer, shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by these By-Laws.

     Section 4.7  President.
     -----------  ---------

     Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, if there be such an officer, the
President shall be the general manager and chief executive officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and officers of the
Corporation.  He shall preside at all meetings of the shareholders.  He shall be
ex officio a member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties of management
usually vested in the office of president of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or by
these By-Laws.

     Section 4.8  Vice President.
     -----------  --------------

     In the absence or disability of the President, the Vice Presidents in order
of their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall perform the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President.  The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or these By-Laws.

     Section 4.9  Secretary.
     -----------  ---------

     The Secretary shall keep, or cause to be kept, a book of minutes in written
form of the proceedings of the Board of Directors, committees of the Board, and
shareholders.  Such minutes shall include all waivers of notice, consents to the
holding of meetings, or approvals of the minutes of meetings executed pursuant
to these By-Laws or the California Corporations Code.  The Secretary shall keep,
or cause to be kept at the principal executive office or at the office of the
Corporation's transfer agent or registrar, a record of its shareholders, giving
the names and addresses of all shareholders and the number and class of shares
held by each.

     The Secretary shall give or cause to be given, notice of all meetings of
the shareholders and of the Board of Directors required by these By-Laws or by
law to be given, and shall keep the seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or these By-Laws.

     Section 4.10  Treasurer and Chief Financial Officer.
     ------------  ------------------- -----------------

     The Treasurer and Chief Financial Officer shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of account in
written form or any other form capable of being converted into written form.

                                       9


     The Treasurer and Chief Financial Officer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors.  He shall disburse
all funds of the Corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an account of
all of his transactions as Treasurer and Chief Financial Officer and of the
financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
these By-Laws.

     Section 4.11  Assistant Secretary.
     ------------  -------------------

     The Assistant Secretary shall have all the powers, and perform all the
duties of, the Secretary in the absence or inability of the Secretary to act.

     Section 4.12  Compensation.
     ------------  ------------

     The compensation of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving such
compensation by reason of the fact that he is also a Director of the
Corporation.

                                   ARTICLE V


                                 MISCELLANEOUS
                                 -------------

     Section 5.1  Record Date.
     -----------  -----------

     The Board of Directors may fix, in advance, a time in the future as the
record date for the determination of shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action.  Shareholders on the record date are
entitled to notice and to vote or receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares in the books of the Corporation after
the record date, except as otherwise provided by law.  Said record date shall
not be more than sixty (60) or less than ten (10) days prior to the date of such
meeting, nor more than sixty (60) days prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

     If no record date is fixed by the Board of Directors, the record date shall
be fixed pursuant to the California Corporations Code.

     Section 5.2  Inspection of Corporate Records
     -----------  -------------------------------

                                       10


     The accounting books and records, and minutes of proceedings of the
shareholders and the Board of Directors and committees of the Board shall be
open to inspection upon written demand made upon the Corporation by any
shareholder or the holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to his interest as
a shareholder, or as the holder of such voting trust certificate.  The record of
shareholders shall also be open to inspection by any shareholder or holder of a
voting trust certificate at any time during usual business hours upon written
demand on the Corporation, for a purpose reasonably related to such holder's
interest as a shareholder or holder of a voting trust certificate.  Such
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and to make extracts.

     Section 5.3  Execution of Corporate Instruments.
     -----------  ----------------------------------

     The Board of Directors may, in its discretion, determine the method and
designate the statutory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the Corporation.  Unless otherwise
specifically determined by the Board of Directors, formal contracts of the
Corporation, promissory notes, mortgages, evidences of indebtedness, conveyances
or other instruments in writing, and any assignment or endorsement thereof,
executed or entered into between the Corporation and any person, may be signed
by the Chairman of the Board, the President, any Vice President, the Secretary,
the Treasurer, any Assistant Secretary and any Assistant Treasurer of the
Corporation.

     Section 5.4  Ratification by Shareholders.
     -----------  ----------------------------

     The Board of Directors may, subject to applicable notice requirements, in
its discretion, submit any contract or act for approval or ratification of the
shareholders at any annual meeting of shareholders, or at any special meeting of
shareholders called for that purpose; and any contract or act which shall be
approved or ratified by the affirmative vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of shareholders, shall be as valid and
binding upon the Corporation and upon the shareholders thereof as though
approved or ratified by each and every shareholder of the Corporation, unless a
greater vote is required by law for such purpose.

     Section 5.5  Annual Report.
     -----------  -------------

     For so long as the Corporation has less than 100 holders of record of its
shares, the mandatory requirement of an annual report is hereby expressly
waived.  The Board of Directors may, in its discretion, cause an annual report
to be sent to the shareholders.  Such reports shall contain at least a balance
sheet as of the close of such fiscal year and an income statement and statement
of changes in financial position for such fiscal year, and shall be accompanied
by any report thereon of independent accountants, or if there is no such report,
the certificate of an authorized officer of the Corporation that such statements
were prepared without audit in the books and records of the Corporation.

                                       11


     A shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of the Corporation may make a written request to
the Corporation for an income statement and/or a balance sheet of the
Corporation for the three-month, six-month or nine-month period of the current
fiscal year ended more than thirty (30) days prior to the date of the request,
and such statement shall be delivered or mailed to the person making the request
within thirty (30) days thereafter.  Such statements shall be accompanied by the
report thereon, if any, of any independent accountants engaged by the
Corporation or the certificates of an authorized officer of the Corporation that
such financial statements were prepared without audit from the books and records
of the Corporation.

     Section 5.6  Representation of Shares of Other Corporations.
     -----------  ----------------------------------------------

     The President and Vice President of this Corporation are authorized to
vote, represent and exercise on behalf of the Corporation all rights incident to
any and all shares of any other corporation or corporations standing in the name
of this Corporation.  The authority herein granted to said officers to vote or
represent on behalf of this Corporation any and all shares held by this
Corporation and any other corporation or corporations may be exercised either by
such officers in person or by any person authorized so to do by proxy or power
of attorney and duly executed by said officers.

     Section 5.7  Inspection of By-Laws.
     -----------  ---------------------

     The Corporation shall keep in its principal executive office in this State
the original or a copy of the By-Laws as amended or otherwise altered to date,
which shall be open to inspection by the shareholders at all reasonable times
during office hours.

                                  ARTICLE VI

                                SHARES OF STOCK
                                ---------------

     Section 6.1  Form of Certificates.
     -----------  --------------------

     Certificates for shares of stock of the Corporation shall be in such form
and design as the Board of Directors shall determine and shall be signed in the
name of the Corporation by the Chairman of the Board, or the President or Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or any
Assistant Secretary.  Each certificate shall state the certificate number, the
date of issuance, the number, class or series and the name of the record holder
of the shares represented thereby, the name of the Corporation, and, if the
shams of the Corporation are classified or if any class of shares has two or
more series, there shall appear the statement required by the California
Corporations Code.

     Section 6.2  Transfer of Shares.
     -----------  ------------------

     Shares of stock may be transferred in any manner permitted or provided by
law.  Before any transfer of stock is entered upon the books of the Corporation,
or any new certificate issued

                                       12


therefor, the older certificate, properly endorsed, shall be surrendered and
canceled, except when a certificate has been lost, stolen or destroyed.

     Section 6.3  Lost Certificates.
     -----------  -----------------

     The Board of Directors may order a new certificate for shares of stock to
be issued in the place of any certificate alleged to have been lost, stolen or
destroyed, but in every such case, the owner or the legal representative of the
owner of the lost, stolen or destroyed certificates may be required to give the
Corporation a bond (or other adequate security) in such form and amount as the
Board may deem sufficient to indemnify it against any claim that may be made
against the Corporation (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or issuance of such
new certificate.

                                  ARTICLE VII

                                INDEMNIFICATION
                                ---------------

     Section 7.1  Indemnification by Corporation.
     -----------  ------------------------------

     Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, or was a director, officer, employee or
agent of a corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation, whether
the basis of such Proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the California General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said Law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
                              --------- -------
Section 7.2 of this Article VII, the Corporation shall indemnify any such person
seeking indemnity in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.  The right to indemnification conferred
by this Section shall include the right to be paid by the Corporation expenses
incurred in defending any such Proceeding in advance of its final disposition to
the fullest extent authorized by the California General Corporation Law;
provided, however that, if required by the California
- --------

                                       13


General Corporation Law, the payment of such expenses incurred by such person in
advance of the final disposition of such Proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such person,
to repay all amounts so advanced if it should be determined ultimately that such
person is not entitled to be indemnified under this Section or otherwise.

     Section 7.2  Right of Claimant to Bring Suit.
     -----------  -------------------------------

     If a claim under Section 7.1 of this Article VII is not paid in full by the
Corporation within ninety (90) days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim.  It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the California General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the California General Corporation Law, nor an actual
determination by the Corporation (including its board of directors, independent
legal counsel, or its shareholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct.

     Section 7.3  Indemnification of Employees and Agents of the Corporation.
     -----------  ----------------------------------------------------------

     The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification of and
advancement of expenses to directors and officers of the Corporation.

     Section 7.4  Rights Not Exclusive.
     -----------  --------------------

     The rights conferred on any person by this Article VII above shall not be
exclusive of any other right which such person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, By-Law,
agreement, vote of shareholders or disinterested directors or otherwise.

     Section 7.5  Indemnity Agreements.
     -----------  --------------------

     The Board of Directors is authorized to enter into a contract with any
Director, officer, employee or agent of the Corporation, or any person who is or
was serving at the request of the Corporation as a Director, officer, employee
or agent of another corporation, partnership, joint

                                       14


venture, trust or other enterprise, including employee benefit plans, or any
person who was a director, officer, employee or agent of a corporation which was
a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation, providing for indemnification rights
equivalent to or, if the Board of Directors so determines, greater than, those
provided for in this Article VII.

     Section 7.6  Insurance.
     -----------  ---------

     The Corporation may purchase and maintain insurance, at its expense, to
protect itself and any Director, officer, employee or agent of the Corporation
or another corporation (including a predecessor corporation), partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the California Corporations Code.

     Section 7.7  Amendment, Repeal or Modification.
     -----------  ---------------------------------

     Any amendment, repeal or modification of any provision of this Article VII
by the shareholders or the Directors of the Corporation shall not adversely
affect any right or protection of a Director or officer of the Corporation
existing at the time of such amendment, repeal or modification.

                                  ARTICLE VIII


                                   AMENDMENTS
                                   ----------

     Section 8.1  Power of Shareholders.
     -----------  ---------------------

     New By-Laws may be adopted or these By-Laws may be amended or repealed by
the affirmative vote of a majority of the outstanding shares entitled to vote or
by the written consent thereof, except as otherwise provided by law or by the
Articles of Incorporation.

     Section 8.2  Power of Directors.
     -----------  ------------------

     Subject to the right of shareholders as provided in Section 8.1 of these
By-Laws, By-Laws other than a By-Law or amendment thereof specifying or changing
the authorized number of Directors, or the minimum or maximum number of a
variable Board of Directors, or changing from a fixed to a variable Board of
Directors or vice versa, may be adopted, amended or repealed by the approval of
the Board of Directors.

                                       15

EX-23.2

                                                                    EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

   We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related prospectus of The IT Group, Inc.
for the registration of $225 million of Senior Subordinated notes due 2009 and
to the incorporation by reference therein of our report dated February 15, 1999
(except for the subsequent event footnote as to which the date is March 8,
1999), with respect to the consolidated financial statements and schedule of
The IT Group, Inc. included in its Transition Report (Form 10-K) for the nine
months ended December 25, 1998, filed with the Securities and Exchange
Commission. We also consent to the incorporation by reference therein of our
report dated February 23, 1999 with respect to the consolidated financial
statements and schedule of EMCON included in its Annual Report (Form 10-K) for
the year ended December 31, 1998, filed with the Securities and Exchange
Commission.

   We also consent to the use of our report dated February 15, 1999 (except for
the subsequent event footnote as to which the date is March 8, 1999), of The IT
Group, Inc., the use of our report dated February 12, 1998 (except for Note 1,
as to which the date is May 4, 1998) of OHM Corporation for the year ended
December 31, 1997, and the use of our report dated November 20, 1998 (except
for Note 8, as to which the date is December 3, 1998) of Fluor Daniel GTI, Inc.
for the year ended October 31, 1998, in the Registration Statement (Form S-4)
and related prospectus of The IT Group, Inc. for the registration of $225
million of Senior Subordinated notes due 2009.

                                        Ernst & Young LLP

Pittsburgh, Pennsylvania

June 28, 1999

EX-23.3

                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

   We consent to the inclusion in this registration statement on Form S-4 (File
no. 333-76883) of our report dated March 11, 1999, on our audit of the
statement of assets acquired and liabilities assumed of the Environmental and
Facilities Management Group of ICF Kaiser International, Inc. as of December
31, 1998, and the related statement of operating revenue and expenses for the
year then ended. We also consent to the reference to our firm under the caption
"Experts".

                                          PricewaterhouseCoopers LLP

McLean, VA

June 29, 1999

EX-23.4

                                                                    EXHIBIT 23.4

                              CONSENT OF AUDITORS

   We consent to the inclusion in this Amendment No. 1 to registration
statement on Form S-4 (File no. 333-76883) and the related prospectus of The IT
Group, Inc., for the registration of $225,000,000, 11 1/4% Series B Senior
Subordinated Notes due 2009 of our report dated February 22, 1999, to the
Directors of Roche ltee, Groupe conseil on our audit of the consolidated
balance sheets of Roche ltee, Groupe conseil as at December 31, 1998, 1997 and
1996, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years then ended. We also consent to the
reference to our firm under the caption "Experts" in the above-described
Amendment No. 1 to registration statement on Form S-4.

                                        Mallette Maheu
                                        General Partnership
                                        Chartered accountants

Quebec City, Canada

June 28, 1999