Exhibit 3.18

                                    BYLAWS OF

                           PAPER CAL STEEL [TEXAS] CO.

                               ARTICLE I: Offices

     Section 1.1.  Registered Office. The registered office of the Corporation
shall be in Wilmington, Delaware.

     Section 1.2.  Corporate Office. The Corporation may have its office or
offices at such place or places as the board of directors, in its discretion,
may from time to time determine.

                      ARTICLE II: Meetings of Stockholders

     Section 2.1.  Time and Place. Any meeting of the stockholders may be held
at such time and such place, either within or without the State of Delaware, as
shall be designated from time to time by resolution of the board of directors or
as shall be stated in a duly authorized notice of the meeting.

     Section 2.2.  Annual Meeting. The annual meeting of the stockholders shall
be held on the date and at the time fixed, from time to time, by the board of
directors; provided, however, that the first annual meeting shall be held within
thirteen months after the organization of the Corporation, and each succeeding
annual meeting shall be held within thirteen months after the last preceding
annual meeting. The annual meeting shall be for the purpose of electing a board
of directors and transacting such other business as may properly be brought
before the meeting.

     Section 2.3.  Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president or the board of
directors and shall be called by the president or secretary at the written
request of stockholders owning a majority in amount of the capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

     Section 2.4.  Notices. Written notice stating the place, date, and hour of
the meeting and, in case of special meeting, the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, except as otherwise required by statute or the
certificate of incorporation, either personally or by mail, prepaid telegrams,
telex, cablegram, or radiogram to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the official government mail of any country, United States mail, postage
prepaid, addressed to the stockholder at his address as it appears on the stock
records of the Corporation. If given personally or otherwise than mail, such
notice shall be deemed to be given when either handed to the stockholder or
delivered to the stockholder's address as it appears on the stock records of the
Corporation.

     Section 2.5.  Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting, or at any
adjournment or a meeting,



of stockholders; or entitled 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 fifteen days before the
date of such meeting, nor more than sixty days prior to any other action. If no
record date is fixed, (1) the record date for determining stockholders entitled
to notice of or to vote at any meeting shill be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived by
all stockholders, at the dose of business on the day next preceding the day on
which the meeting is held; (ii) the record date for determining stockholders
entitled to express consent to corporate action without a meeting shall be the
day on which the first consent is expressed; and (iii) 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 to
such other purpose. 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 2.6.  Voting List. The secretary 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 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 be produced and kept at the place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.

     Section 2.7.  Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote at the meeting, 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 certificate of incorporation. If, however, such a quorum shall
not be present at any meeting of stockholders, the stockholders entitled to
vote, present in person or represented by proxy, shall have the power to adjourn
the meeting from time to time, without notice if the time and place are
announced at the meeting, until a quorum shall be present. At such adjourned
meeting at which a quorum shall be present, 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 2.8.  Voting and Proxies. At every meeting of the stockholders,
each stockholder shall 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. 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 question brought before such meeting,
unless the

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question is one upon which, by express provision of the statutes or of the
certificate of incorporation, a different vote is required, in which case such
express provision shall govern.

     Section 2.9.  Waiver. Attendance of a stockholder of the Corporation,
either in person or by proxy, at any meeting, whether annual or special, shall
constitute a waiver of notice of such meeting, except where a 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. A written waiver of notice of any such meeting signed by a
stockholder or stockholders entitled to such notice whether before, at, or after
the time for notice or the time of the meeting, shall be equivalent to notice.
Neither the business to be transacted at, nor the purpose of, any meeting need
be specified in any written waiver of notice.

     Section 2.10. Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation 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 all of the holders of outstanding stock entitled to
vote thereon, 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 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. Any such consent may be in counterparts and shall be
effective as of the date of the last signature thereon needed to make it
effective unless otherwise provided therein. Such consent shall be filed with
the minutes of proceedings of the stockholders. If the action that is consented
to is such as would have required the filing of a certificate under any
provisions of the Delaware General Corporation Law if such action had been voted
upon by stockholders at a meeting, the certificate filed shall state, in lieu of
any statement concerning a vote of stockholders, that written consent has been
given in accordance with the provisions of Section 228 of the Delaware General
Corporation Law, and that written notice has been given as provided in that
section.

                             ARTICLE III: DIRECTORS

     Section 3.1.  Number. The number of directors shall be one or more; as
fixed from time to time by resolution of the board of directors; provided,
however, that the number of directors shall not be reduced so as to shorten the
tenure of any director at the time in office. The initial number of directors
shall be four.

     Section 3.2.  Elections. Except as provided in Section 3.3 of this Article
III, the board of directors shall be elected at the annual meeting of the
stockholders or at a special meeting called for that purpose. Each director
shall hold such office until his successor is elected and qualified or until his
earlier resignation or removal.

     Section 3.3.  Vacancies. Any vacancy occurring on the board of directors
and any directorship to be filled by reason of an increase in the board of
directors may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director. Such
newly elected director shall hold such office until his successor is elected and
qualified or until his earlier resignation or removal.

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     Section 3.4.  Meetings. The first meeting of each newly elected board of
directors elected at the annual meeting of stockholders shall be held
immediately after, and at the same place as, the annual meeting of the
stockholders, provided a quorum is present, and no notice of such meeting shall
be necessary in order to legally constitute the meeting. The board of directors
may, by resolution, establish a place and time for regular meetings which may
thereafter be held without call or notice.

     Section 3.5.  Notice of Special Meetings. Special meetings may be called by
the president or any two members of the board of directors. Such notice may be
given to each member of the board of directors by mail by the secretary, the
president, or the members of the board calling the meeting by depositing the
same in the official government mail of any country, United States mail, postage
prepaid, at least seven days before the meeting, addressed to the director at
the last address he has furnished to the Corporation for this purpose, and any
notice so mailed shall be deemed to have been given at the time when mailed.
Notice may also be given at least forty-eight hours before the meeting in person
or by telephone or by prepaid telegram, telex, cablegram, or radiogram addressed
as stated above; and such notice shall be deemed to have been given when such
personal or telephone conversation occurs or at the time when such telegram,
telex, cablegram, or radiogram is delivered to such address, as the case may be.

     Section 3.6.  Quorum. At all meetings of the board, a majority of the total
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 a
quorum is present shall be the act of the board of directors, except as
otherwise specifically required by statute, the certificate of incorporation, or
these bylaws. If less than a quorum is present, the director or directors
present may adjourn the meeting from time to time without further notice. Voting
by proxy is not permitted at meetings of the board of directors.

     Section 3.7.  Waiver. Attendance of a director at a meeting of the board of
directors shall constitute a waiver of notice of such meeting, except where a
director 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. A written waiver of notice signed by a
director or directors entitled to such notice, whether before, at, or after the
time for notice or the time of the meeting, shall be equivalent to the giving of
such notice.

     Section 3.8.  Action Without Meeting. Any action required or permitted to
be taken at a meeting of the board of directors 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 and filed with the minutes of proceedings of the board of
directors. Any such consent may be in counterparts and shall be effective on the
date of the last signature thereon unless otherwise provided therein.

     Section 3.9.  Attendance by Telephone. Members of the board of directors
may participate in a meeting of such board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

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                              ARTICLE IV: Officers

     Section 4.1.  Election. The Corporation shall have such officers, with such
titles and duties, as the board of directors may determine by resolution, which
may include a president, one or more vice presidents, a secretary, and a
treasurer and one or more assistants to such officers. The officers shall in any
event have such titles and duties as shall enable the Corporation to sign
instruments and stock certificates complying with Sections 103(a)(2) and 158 of
the Delaware General Corporation Law, and one of the officers shall have the
duty to record the proceedings of the stockholders and the directors in a book
to be kept for that purpose. The officers shall be elected by the board of
directors; provided, however, that the president may appoint one or more
assistant secretaries and assistant treasurers and such other subordinate
officers as he deems necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as are prescribed in the
bylaws or as may be determined from time to time by the board of directors or
the president. Any two or more offices may be held by the same person, except
the offices of president and secretary.

     Section 4.2.  Removal and Resignation. 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 officer appointed by the president may
be removed at any time by the board of directors or the president. Any officer
may resign at any time by giving written notice of his resignation to the
president or to the secretary, and acceptance of such resignation shall not be
necessary to make it effective unless the notice so provides. Any vacancy
occurring in any office of president, vice president, secretary, or treasurer
shall be filled by the board of directors. Any vacancy occurring in any other
office may be filled by the president.

     Section 4.3.  President. The president shall be chief executive officer of
the Corporation and shall preside at all meetings of the stockholders and of the
board of directors. Subject to the direction and control of the board of
directors, he 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. He may negotiate for, approve, and execute
contracts, deeds, and other instruments on behalf of the Corporation as are
necessary and appropriate in the general management of the business of the
Corporation or as are approved by the board of directors or any committee
designated by the board of directors execute contracts, deeds, and other
instruments on behalf of the Corporation as are authorized by the board of
directors. He shall perform such additional functions and duties as the board of
directors may from time to time prescribe.

     Section 4.4.  Vice President. The vice president or, if there is more than
one, the vice presidents in the order determined by the board of directors or,
in lieu of such determination, in the order determined by the president shall be
the officer or officers next in seniority after the president. Each vice
president shall also perform such duties and exercise such powers as are
appropriate and such as are prescribed by the board of directors or, in lieu of
or in addition to such prescription, such as are prescribed by the president
from time to time. Upon the death, absence, or disability of the president, the
vice president or, if there is more than one, the vice presidents in the order
determined by the board of directors or, in lieu of such determination, in the
order determined by the president shall perform the duties and exercise the
powers of the president.

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     Section 4.5.  Assistant Vice President. The assistant vice president or, if
there is more than one, the assistant vice presidents shall, under the
supervision of the president or a vice president, perform such duties and have
such powers as are prescribed by the board of directors, the president, or a
vice president from time to time.

     Section 4.6.  Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, keep the minutes of such meetings, have charge of the corporate seal
and stock records, be responsible for the maintenance of all corporate files and
records and the preparation and filing of reports to governmental agencies
(other than tax returns), have authority to affix the corporate seal to any
instrument requiring the seal, which has been executed by two or more officers,
(and, when so affixed, attest it by his signature), and perform such other
duties and have such other powers as are appropriate and such as are prescribed
by the board of directors or the president from time to time.

     Section 4.7.  Assistant Secretary. The assistant secretary or, if there is
more than one, the assistant secretaries in the order determined by the board of
directors or, in lieu of such determination, by the president or the secretary
shall, in the absence or disability of the secretary or in case such duties are
specifically delegated to him by the board of directors, the president, or the
secretary, perform the duties and exercise the powers of the secretary and
shall, under the supervision of the secretary, perform such other duties and
have such other powers as are prescribed by the board of directors, the
president, or the secretary from time to time.

     Section 4.8.  Treasurer. The treasurer shall have control of the funds and
the care and custody of all the stocks, bonds, and other securities of the
Corporation and shall be responsible for the preparation and filing of tax
returns. He shall receive all moneys paid to the Corporation and shall have
authority to give receipts and vouchers, to sign and endorse checks and warrants
in its name and on its behalf, and give full discharge for the same. He shall
also have charge of the disbursement of the funds of the Corporation and shall
keep full and accurate records of the receipts and disbursements. He shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as shall be designated by the board of
directors and shall perform such other duties and have such other powers as are
appropriate and such as are prescribed by the board of directors or the
president from time to time.

     Section 4.9.  Assistant Treasurer. The assistant treasurer or, if there is
more than one, the assistant treasurers in the order determined by the board of
directors or, in lieu of such determination, by the president or the treasurer
shall, in the absence or disability of the treasurer or in case such duties are
specifically delegated to him by the board of directors, the president, or the
treasurer, perform the duties and exercise the powers of the treasurer and
shall, under the supervision of the treasurer, perform such other duties and
have such other powers as are prescribed by the board of directors, the
president, or the treasurer from time to time.

     Section 4.10. Compensation. Officers shall receive such compensation, if
any, for their services as may be authorized or ratified by the board of
directors. Election or appointment as an officer shall not of itself create a
right to compensation for services performed as such officer.

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                              ARTICLE V: Committees

     Section 5.1.  Designation of Committees. The board of directors may
establish committees for the performance of delegated or designated functions to
the extent permitted by law, each committee to consist of one or more directors
of the Corporation. 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 such absent or disqualified member.

     Section 5.2.  Committee Powers and Authority. The board of directors may
provide, by resolution or by amendment to these bylaws, that a committee may
exercise all the power 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 (provided that
any such sealed paper shall bear the signature of two officers of the
Corporation); provided, however, that a committee may not exercise the power or
authority of the board of directors in reference to amending the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors, pursuant to Section 4.2 of Article IV of the
certificate of incorporation, fix the designations and any of the preferences or
rights of shares of preferred stock relating to dividends, redemption,
dissolution, any distribution of property or assets of the Corporation, or the
conversion into, or the -exchange of shares for, shares of any other class or
classes or any other series of the same or any other class or classes of stock
of the Corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), 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 these bylaws; and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.

     Section 5.3.  Committee Procedures. To the extent the board of directors or
the committee does not establish other procedures for the committee, each
committee shall be governed by the procedures established in Section 3.4 (except
as they relate to an annual meeting of the board of directors) and Sections 3.5,
3.6, 3.7, 3.8, and 3.9 of these bylaws, as if the committee were the board of
directors.

                           ARTICLE VI: Indemnification

     Section 6.1.  Expenses, Judgment, or Settlement. 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 act 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, officer, employee, or agent of another corporation,
partnership, joint venture, trust, association, or other enterprise, against
expenses (including attorneys" fees), judgments, fines and amounts paid ~n
settlement actually and reasonably incurred by him in connection with such

                                        7



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 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
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 6.2.  Expenses. 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 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, association, 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 to the Corporation 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 6.3.  Successful Defense. To the extent that any person referred to
in the preceding two sections of this Article VI has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in
such 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 6.4.  Determination to Indemnify. Any indemnification under the
first two sections of this Article VI (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth therein. Such
determination shall be made (i) 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 (ii) if such quorum is not obtainable or, even a obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

     Section 6.5.  Expense Advances. 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 upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article VI.

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     Section 6.6.  Provisions Nonexclusive. The indemnification and advancement
of expenses provided by, or granted pursuant to, the other sections of this
Article VI shall not be deemed exclusive of any other rights to which any person
seeking indemnification or advancement of expenses may be entitled, under the
certificate of incorporation or under any other bylaw, agreement, insurance
policy, vote of stockholders or disinterested directors, statute, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 6.7.  Insurance. By action of the board of directors,
notwithstanding any interest of the directors in the action, the Corporation
shall have power to purchase and maintain insurance, in such amounts as the
board of directors deems appropriate, on behalf of any person who 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, association, 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 he is
indemnified against such liability or expense under the provisions of this
Article VI and whether or not the Corporation would have the power or would be
required to indemnify him against such liability under the provisions of this
Article VI or of the Delaware General Corporation Law or by any other applicable
law.

     Section 6.8.  Surviving Corporation. The board of directors may provide by
resolution that references to "the Corporation" in this Article VI shall
include, in addition to this Corporation, all constituent corporations absorbed
in a merger with this Corporation so that any person who was a director or
officer of such & constituent corporation or is or was serving at the request of
such constituent corporation as a director, employee, or agent of another
corporation, partnership, joint venture, trust, association, or other entity
shall stand in the same position under the provisions of this Article VI with
respect to this Corporation as he would if he had served this Corporation in the
same capacity or is or was so serving such other entity at the request of this
Corporation, as the case may be.

     Section 6.9.  Inurement. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall continue as to a
person who has caused to be a director or officer and shall inure to the benefit
of the heirs, execution, and administration of such person.

                               ARTICLE VIII: Stock

     Section 7.1.  Certificates. 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 by the secretary or an assistant secretary, or the
treasurer or an assistant treasurer of the Corporation; certifying the number of
shares owned by him in the Corporation.

     Section 7.2.  Facsimile Signatures. Where a certificate of stock is
countersigned (i) by a transfer agent other than the Corporation or its employee
or (ii) by a registrar other than the Corporation or its employee, any other
signature on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed, or whose facsimile signature or signatures

                                     9



have been placed upon, any such certificate shall cease to be such officer,
transfer agent, or registrar, whether because of death, resignation, or
otherwise, before such certificate is issued, the certificate may nevertheless
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 7.3.  Transfer of Stock. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation only upon presentation
of the certificate or certificates representing such shares properly endorsed or
accompanied by a proper instrument of assignment, except as may otherwise be
expressly provided by the laws of the State of Delaware or by order by a court
of competent jurisdiction. The officers or transfer agents of the Corporation
may, in their discretion, require a signature guaranty before making any
transfer.

     Section 7.4.  Lost Certificates. The board of directors may direct that a
new certificate of stock be issued in place of any certificate issued by the
Corporation that is alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance of a new certificate, require the owner of such lost, stolen, or
destroyed certificate, or his legal representative, to give the Corporation a
bond in such sum as it may reasonably direct as indemnity against any claim that
may be made against the Corporation on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new certificate.

     Section 7.5.  Registered Stockholders. The Corporation shall be entitled to
treat the person in whose name any shares of stock are registered on its books
as the owner of such shares for all purposes and shall not be bound to recognize
any equitable or other claim or interest in such shares on the part of any other
person, whether or not the Corporation shall have notice of such claim or
interest, except as expressly provided by the laws of Delaware.

                               ARTICLE VIII: Seal

     The board of directors may adopt and provide a seal which shall be circular
in form and shall bear the name of the Corporation and the words "SEAL" and
"DELAWARE," and which, when adopted, shall constitute the corporate seal of the
Corporation. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or manually reproduced.

                             ARTICLE IX: Fiscal Year

     The board of directors, by resolution, may adopt a fiscal year for the
Corporation.

                              ARTICLE X: Amendment

     These bylaws may at any time and from time to time be amended, altered, or
repealed by the board of directors, but the stockholders may make additional
bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

                                   * * * * *

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