EXHIBIT 3.16

                                     BY LAWS

                                       OF

                           MAXUM HEALTH SERVICES CORP.

                                   ARTICLE l.

                                   AMENDMENTS

        Section 1.1. Amendment of By-Laws. These by-laws may be altered, amended
or repealed, and new by-laws may be adopted by the shareholders or board of
directors.

                                   ARTICLE 2.

                                     OFFICES

        Section 2.1. Registered Office. The corporation shall continuously
maintain in the State of Delaware a registered office which may, but need not
be, the same as its place of business, and a registered agent whose business
office is identical with such registered office.

        Section 2.2. Other Offices. The corporation 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.

                                   ARTICLE 3.

                                      STOCK

        Section 3.1. Form of Stock Certificates. Stock shall be represented by
certificates or shall be uncertificated stock.

                3.1.1. Signing of Certificates. Certificates representing stock
        of the corporation shall be signed by the appropriate officers and may
        be sealed with the seal or a facsimile of the seal of the corporation.
        If a certificate, is countersigned by a transfer agent or registrar,
        other than an employee of the corporation, any other signatures may be
        facsimile. Each certificate representing stock shall be consecutively
        numbered or otherwise identified, and shall also state the name of the
        person to whom issued, the number and class of stock (with designation
        of series, if any), the date of issue, and


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        that the corporation is organized under Delaware law. If the corporation
        is authorized to issue stock of more than one class or of series within
        a class, the certificate shall also contain such information or
        statement as may be required by law.

                3.1.2. Uncertificated Stock. The board of directors may provide
        by resolution that some or all of any class or series of stock shall be
        uncertificated stock. Any such resolution shall not apply to stock
        represented by a certificate until the certificate has been surrendered
        to the corporation. Within a reasonable time after the issuance or
        transfer of uncertificated stock, the corporation shall send the
        registered owner thereof a written notice of all information that would
        appear on a certificate. Except as otherwise expressly provided by law,
        the rights and obligations of the holders of uncertificated stock shall
        be identical to those of the holders of certificates representing stock
        of the same class and series.

                3.1.3. Identification of Stockholders. The name and address of
        each stockholder, the number and class of stock held and the date on
        which the stock was issued shall be entered on the books of the
        corporation. The person in whose name stock stands on the books of the
        corporation shall be deemed the owner thereof for all purposes as
        regards the corporation.

        Section 3.2. Lost, Stolen or Destroyed Certificates. If a certificate
representing stock has allegedly been lost, stollen or destroyed, the board of
directors may in its discretion, except as may be required by law, direct that a
new certificate be issued upon such indemnification and other reasonable
requirements as it may impose.

        Section 3.3. Transfers of Stock. Transfer of stock of the corporation
shall be recorded on the books of the corporation. Transfer of stock represented
by a certificate, except in the case of a lost, stolen or destroyed certificate,
shall be made on surrender for cancellation of the certificate for such stock. A
certificate presented for transfer must be duly endorsed and accompanied by
proper guaranty of signature or other appropriate assurances that the
endorsement is effective. Transfer of an uncertificated stock shall be made on
receipt by the corporation of an instruction from the registered owner or other
appropriate person. The instruction shall be in writing or a communication in
such form as may be agreed upon in writing by the corporation.


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                                   ARTICLE 4.

                                  STOCKHOLDERS

        Section 4.1. Annual Meeting. The annual meeting of the stockholders for
the election of directors and the transaction of any other proper business shall
be held on April 1st of each year at 10:00 a.m., commencing with the year 1986.
If the annual meeting has not been held on the date designated by these by-laws,
the board of directors may call such meeting to be held as soon after such
designated date as is convenient and practicable.

        Section 4.2. Special Meetings. Special meetings of the stockholders may
be called by the president, by the board of directors, or by the holders of not
less than one-fifth of all the outstanding stock of the corporation, entitled to
vote on the matter for which the meeting is called.

        Section 4.3. Place of Meeting. The board of directors may designate the
place of meeting for any annual or special meeting of stockholders. In the
absence of any such designation, the place of meeting shall be the principal
place of business of the corporation.

        Section 4.4. Notice of Meetings. For all meetings of stockholders, a
written or printed notice of the meeting shall be delivered, personally or by
mail, to each stockholder of record entitled to vote at such meeting, which
notice shall state the place, date and hour of the meeting. For all special
meetings and when and as otherwise required by law, the notice shall state the
purpose or purposes of the meeting. The notice of the meeting shall be given
not less than 10 nor more than 60 days before the date of the meeting, or in
the case of a meeting involving a merger, consolidation or sale, lease or an
exchange of all or substantially all, of the property or assets of the
corporation, not less than 20 nor more than 60 days before the date of such
meeting. If mailed, such notice shall be deemed to have been delivered when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
corporation. 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 unless otherwise
required by law.

        Section 4.5. Quorum of Stockholders. The holders of a majority of the
outstanding stock of the corporation entitled to vote on a matter, present in
person or represented by proxy, shall constitute a quorum for consideration of
such matter at any meeting of stockholders unless a greater or lesser number


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is required by the certificate of incorporation. At any adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the original meeting, unless otherwise required by
1aw. Withdrawal of stockholders from any meeting shall not cause failure of a
duly constituted quorum at the meeting, unless otherwise required by law.

        Section 4.6. Manner of Acting. The affirmative vote of a majority of the
stock represented at a meeting and entitled to vote on a matter at which a
quorum is present shall be the act of the stockholders, unless the vote of a
greater number or voting by class is required by law or the certificate of
incorporation.

        Section 4.7. Fixing of Record Date. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the close of business on the
day before 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 stockholders. If a record date is specifically set for the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders 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 fix in advance a date as the record
date for any such determination of stockholders, such date in any case to be not
more than 60 days and, for a meeting of stockholders, not less than 10 days, or
in the case of a merger, consolidation or sale, lease or exchange of assets, not
less than 20 days, immediately preceding such meeting. when a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof.

        Section 4.8. Voting Lists. The officer or agent havinq charge of the
transfer book for stock of the corporation shall make, at least 10 days before
such meeting, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and the number of
shares held by each. 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 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


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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 4.9. Proxies. A stockholder may appoint a proxy to vote or
otherwise act for him or her by signing an appointment form and delivering it to
the person so appointed. No proxy shall be valid after the expiration of three
years from the date thereof unless otherwise provided in the proxy. An
appointment of a proxy is revocable by the stockholder unless the appointment
form states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power.

        Section 4.10. Voting of Shares by Certain Holders. 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.

                4.10.1. Multiple Ownership. 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, unless
        the secretary of the corporation is given written notice to the contrary
        and is furnished with a copy of the instrument or order apppointing them
        or creating the relationship wherein it is so provided, their acts with
        respect to voting shall have the following effect:

                     4.10.1.1. One Vote. If only one votes, his act binds all;

                     4.10.1.2. Majority Vote. If more than one vote, the act
                of the majority so voting binds all;

                     4.10.1.3. Tie Vote. If more than one vote, but the vote is
                evenly split on any particular matter, each faction may vote the
                securities in question proportionally, or any person voting the
                shares, or a beneficiary, if any, may apply to the Court of
                Chancery of Delaware or such other court as may have
                jurisdiction to appoint an additional person

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                to act with the persons so voting the shares, which shall then
                be voted as determined by a majority of such persons and the
                person appointed by the Court. If the instrument so filed shows
                that any such tenancy is held in unequal interests, a majority
                or even-split for the purpose of this subsection shall be a
                majority or even-split interest.

        Section 4.11. Inspectors. At any meeting of stockholders, the chairman
of the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting. Inspectors shall:

                4.11.1. Vote Count and Report. Ascertain and report the number
        of shares of stock entitled to vote represented at the meeting, based
        upon their determination of the validity and effect of proxies; count
        all votes and report the results; and do such other acts as are proper
        to conduct the election and voting with impartiality and fairness to the
        stockholders.

                4.11.2. Written Reports. Each report shall be in writing and
        such report shall be signed by the inspector or by a majority of them if
        there be more than one inspector acting at such meeting. If there is
        more than one inspector, the report of a majority shall be the report of
        the inspectors. The report of the inspector or inspectors on the number
        of shares represented at the meeting and the results of the voting shall
        be prima facie evidence thereof.

        Section 4.12. Consent of Stockholders in Lieu of a 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.

        Section 4.13. Notice to Stockholders Not Consenting. Prompt notice of
the taking of the corporation action without a meeting by less than unanimous
consent shall be given in writing to those stockholders who have not consented
in writing. In the event that 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 if such action had

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been voted on by the stockholders at a meeting thereof, the certificate filed
under such other Section shall state, in lieu of any statement required by such
Section concerning any vote of stockholders, that written consent has been
given in accordance with the provisions of said Section and that written notice
to non-consenting stockholders has been given as provided in this by-law.

                                  ARTICLE 5.

                                  DIRECTORS

        Section 5.1. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of its board of directors.

        Section 5.2. Number, Tenure and Resignation. The number of directors of
the corporation shall be set by resolution of the board of directors. The number
of directors may be increased or decreased from time to time by amendment to
these by-laws, within the limitations prescribed by this Section without
further amendment to the by-laws; provided, however, that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Each director shall hold office until the last to occur of
the next annual meeting of stockholders or until his or her successor is elected
and has qualified. A director may resign at any time by written notice to the
board, its chairman, or the President or secretary of the corporation. The
resignation is effective on the date it bears, or its designated effective date.

        Section 5.3. Quorum of Directors. A majority of the number of directors
fixed in Section 5.2 of this Article shall constitute a quorum for the
transaction of business at any meeting of the board of directors; provided,
however, that if less than a majority of the number of directors fixed in
Section 5.2 of this Article is present at a meeting, a majority of the directors
present may adjourn the meeting at any time without further notice, unless
otherwise required by law.

        Section 5.4. Manner of Acting. 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, unless the act of a greater number is required by law or these
by-laws.

        Section 5.5. Vacancies. Any vacancy occurring in the board of directors
and 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 stockholders called for that purpose. The board of directors may appoint a
director to fill a vacancy at any regular or


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special meeting of the board of directors to hold office until a meeting of
stockholders is held. A director elected by the stockholders to fill a vacancy
shall hold office for the balance of the term for which he or she was elected.

        Section 5.6. Removal of Directors. One or more of the directors may be
removed, with or without cause, at a meeting of stockholders, by the affirmative
vote of the holders of a majority of the outstanding stock then entitled to vote
at an election of directors, except as follows:

                5.6.1. Notice of Meeting. No director shall be removed at a
        meeting of stockholders unless the notice of such meeting shall state
        that a purpose of the meeting is to vote upon the removal of one or more
        directors named in the notice. Only the named director or directors may
        be removed at such meeting.

        Section 5.7. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately
after, and at the same place as, the annual meeting of stockholders. The board
of directors may provide, by resolution, the place, date and hour for the
holding of additional regular meetings of the board of directors, without other
notice than such resolution.

        Section 5.8. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix the place for holding any special meeting of the
board of directors called by them.

        Section. 5.9. Notice. Notice of any special meeting of the board of
directors shall be given at least two days prior to the meeting by written
notice delivered personally, by mail, telegram, or telex to each director at his
or her business address. If mailed, such notice shall be deemed to have been
delivered when deposited in the United States mail in a sealed envelope so
addressed, with postage prepaid thereon. If notice is given by telegram, such
notice shall be deemed to have been delivered when the telegram is delivered to
the telegraph company. If notice is given by telex, such notice shall be deemed
to have been delivered when the telex message is delivered to the telex
operator. 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. The attendance of a director at any
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 called or
convened.

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        Section 5.10. 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 conclusively presumed to have assented to the
action taken, unless his or her dissent shall be entered in the minutes of the
meeting or unless he or she shall file his or her 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.

        Section 5.11. Committees. A majority of the directors may, by resolution
passed by a majority of the number of directors fixed by the stockholders under
Section 5.2 of this Article, create one or more committees and appoint members
of the board to serve on the committee or committees. Each committee shall have
one or more members, who serve at the Pleasure of the board.

                5.11.1. Quorum. A majority of any committee shall constitute a
        quorum and a majority of a quorum is necessary for committee action. A
        committee may act by unanimous consent in writing without a meeting and,
        subject to the Provisions of the by-laws or action by the board of
        directors, the committee by majority vote of its numbers shall fix the
        time and place of meetings and the notice required therefor.

                5.11.2. Power and Authority. To the extent specified by the
        board of directors, each committee may exercise the authority of the
        board of directors, provided, however, a committee may not exercise the
        power or authority with reference to:

                          5.11.2.1. Amendment of Certificate of Incorporation.
                Amending the certificate of incorporation (except that a
                committee may exercise the power pursuant to Section 151(a) of
                the General Corporation Law);

                          5.11.2.2. Merger and Consolidation. Adopting a plan of
                merger or consolidation;

                          5.11.2.3. Sale, Lease or Exchange of Assets.
                Recommending to the stockholders the sale, lease or exchange of
                all or substantially all of the corporation's property and
                assets;




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                        5.11.2.4. Dissolution. Recommending to stockholders a
                dissolution of the corporation or a revocation of a dissolution;

                        5.11.2.5. By-Laws. Amending the by-laws of corporation;

                        5.11.2.6. Dividends. Declaring a dividend;

                        5.11.2.7. Issuance of Stock. Authorizing the issuance of
                stock; or

                        5.11.2.8. Merger with Subsidiary. Adopting a certificate
                of ownership and merger pursuant to Section 253 of the General
                Corporation Law authorizing the issuance of stock.

        Section 5.12. Informal Action by Directors. Any action required by
General Corporation Law to be taken at a meeting of the board of directors of
the corporation, or any other action which may be taken at a meeting of the
board of directors or a committee thereof, 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, or by
all members of such committee, as the case may be.

                5.12.1. Effective Date. The consent shall be evidenced by one or
        more written approvals, each of which sets forth the action taken and
        bears the signature of one or more directors. All the approvals
        evidencing the consent shall be delivered to the secretary to be filed
        in the corporate records. The action taken shall be effective when all
        the directors have approved the consent unless the consent specifies a
        different effective date.

        Section 5.13. Meeting by Conference Telephone. Members of the board of
directors or of any committee of the board of directors may participate in and
act at any meeting of the board or committee by means of conference telephone or
other similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute attendance and presence in person at the meeting.

        Section 5.14. Compensation. The board of directors, by the affirmative
vote of a majority of the directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to establish
reasonable compensation of all directors for services to the corporation as
directors, officers, or otherwise.

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                                   ARTICLE 6.

                                    OFFICERS

        Section 6.1. Number. The officers of the corporation shall be a
president, one or several vice presidents, a treasurer, one or more assistant
treasurers (if elected by the board of directors), a secretary, one or more
assistant secretaries (if elected by the board of directors), and such other
officers as may be elected in accordance with the provisions of this Article.
Any two or more offices may be held by the same person.

        Section 6.2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as reasonably Practicable.
Subject to the provisions of Section 6.3 hereof; each officer shall hold office
until the last to occur of the next annual meeting of the board of directors or
until his or her successor is duly elected and has qualified. Election of an
officer shall not of itself create contract rights.

        Section 6.3. Removal of Officers. Any officer elected or appointed by
the board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

        Section 6.4. Vacancies; New Offices. A vacancy occurring in any office
may be filled and new offices may be created and filled, at any time, by the
board of directors.

        Section 6.5. President. The President shall be the chief executive
officer of the corporation. He or she shall be in charge of the day to day
business and affairs of the corporation, subject to the direction and control of
the board of directors. He or she shall preside at all meetings of the board of
directors. He or she shall have the power to appoint such agents and employees
as in his or her judgment may be necessary or proper for the transaction of the
business of the corporation. He or she may sign, with the secretary or other
proper officer of the corporation thereunto authorized by the board of
directors, stock certificates, deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed. He or
she may vote on behalf of the corporation, by proxy or otherwise, all securities
which the corporation is entitled to vote, and, in

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general, shall perform all duties incident to the office of president and such
other duties as from time to time may be prescribed by the board of directors.

        Section 6.6. Vice President(s). The vice president (or in the event
there is more than one vice president, each of the vice presidents) shall assist
the president in the discharge of his or her duties as the president may direct,
and shall perform such other duties as from time to time may be assigned to him
or her (them) by the president or the board of directors. In the absence of the
president, the vice president (or vice presidents, in the order of their
election), shall perform the duties and exercise the authority of the president.

        Section 6.7. Treasurer. The treasurer shall have charge and custody of
and be responsible for all funds and securities of the corporation, receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article 8 of these bylaws, have charge of and be
responsible for the maintenance of adequate books of account for the
corporation, and, in general, perform all duties incident to the office of
treasurer and such other duties not inconsistent with these bylaws as from time
to time may be assigned to him or her by the president or the board of
directors.

        Section 6.8. Secretary. The secretary shall keep the minutes of the
stockholders' and the board of directors' meetings, see that all notices are
duly given in accordance with the provisions of these bylaws or as required by
law, have general charge of the corporate records and of the seal of the
corporation, have general charge of the stock transfer books of the corporation,
keep a register of the post office address of each stockholder which shall be
furnished to the secretary by such stockholder, sign with the president, or any
other officer thereunto authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, and, in general, perform all duties incident to the office of
secretary and such other duties not inconsistent with these bylaws as from time
to time may be assigned to him or her by the president or the board of
directors.

        Section 6.9. Assistant Treasurers and Assistant Secretaries. The board
of directors may elect one or more assistant treasurers and assistant
secretaries. In the absence of the treasurer, or in the event of his or her
inability or refusal to act, the assistant treasurers, in the order of their



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election, shall perform the duties and exercise the authority of the treasurer.
In the absence of the secretary, or in the event of his or her inability or
refusal to act, the assistant secretaries, in the order of their election, shall
perform the duties and exercise the authority of the secretary. The assistant
treasurers and assistant secretaries, in general, shall perform such other
duties not inconsistent with these by-laws as shall be assigned to them by the
treasurer or the secretary, respectively, or by the President or the board of
directors.

        Section 6.10. Compensation. The compensation of all directors and
officers shall be fixed from time to time by the board of directors. No officer
shall be prevented from receiving such compensation by reason of the fact that
he or she is also a director of the corporation. All compensation so established
shall be reasonable and solely for services rendered to the corporation.

           6.10.1. Compensation and Expense Disallowance. All payments made to a
           director or officer of the corporation, including, but not limited to
           salary, commission, bonus, interest, travel and entertainment
           expenses and deferred compensation payments, which shall be
           disallowed, in whole or in part, as a deductible expense by the
           Internal Revenue Service, shall be reimbursed by such director or
           officer of the corporation to the full extent of such disallowance.
           The proper corporate officers are authorized and directed to effect
           collection on behalf of the corporation for each amount disallowed.
           In lieu of a payment by the director or officer, subject to the
           determination of the board of directors, appropriate amounts may be
           withheld from future compensation payments paid to such director or
           officer until the amount owed the corporation is recovered. This
           by-law shall be considered a term and condition of employment for
           each director and officer of the corporation, unless specifically
           waived in writing by the board of directors.

                                    ARTICLE 7.

                                 INDEMNIFICATION

        Section 7.1. Indemnification of Directors and Officers. (a) A director
of the Corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for




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acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit. If the General Corporation Law
of the State of Delaware, or any other applicable law, is amended 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 General Corporation
Law of the State of Delaware, or any other applicable law, as so amended. Any
repeal or modification of this Section (a) by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

(b) (1) 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 (hereafter a "proceeding"), by
reason of the fact that he or she or a person of whom he or she is a legal
representative or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director, officer or employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, 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 General Corporation Law
of the State of Delaware, or any other applicable law, as the same exists 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 an director, officer, employee or agent and shall inure to the
benefit to his or her heirs, executors and administrators; provided, however,
that except as provided in paragraph (2) of this Section (b) with respect to
proceeding seeking to enforce rights to indemnification, the corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part hereof) initiated by such person only if such proceeding (or
part hereof) was authorized by the Board of Directors of the corporation. The
right of indemnification


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conferred in this Section (b) shall be a contract right and shall include the
right to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that if the
General Corporation Law of the State of Delaware, or any other applicable law,
requires, the payment of such 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 render day such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the corporation
of an undertaking by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section (b) or otherwise.

(2) If a claim under paragraph (1) of this Section (b) is not paid in full by
the corporation within thirty 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 expense 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 is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware, or any other applicable law, for the
Corporation to indemnify the claimant of 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, stockholders or independent legal
counsel) 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 General
Corporation Law of the State of Delaware, or any other applicable law, nor an
actual determination by the corporation (including its Board of Directors,
stockholders or independent legal counsel) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

(3) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section (b) shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.


                                      - 15 -






(4) The corporation may maintain insurance, at its expense, to protect itself
and any director, officer, 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
General Corporation Law of the State of Delaware, or any other applicable law.

(5) The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification, and rights to be paid by the
corporation the expenses incurred in defending any proceeding in advance of its
final disposition, to any employee or agent of the corporation to the fullest
extent of the provisions of this Section (b) with respect to the indemnification
and advancement of expenses of directors and officers of the corporation.

(6) Any repeal or modification of this Section (b) by the stockholders of the
corporation shall not adversely affect any right or protection of a director,
officer, employee or agent of the corporation existing at the time of such
repeal or modification.

        Section 7.2. Contract with the Corporation. The provisions of Section
7.1 of this Article shall be deemed to be a contract between the corporation and
each director or officer who serves in any such capacity at any time while said
Section 7.1 and the relevant provisions of the General Corporation Law or other
applicable laws, if any, are in effect, and any repeal or modification of any
such law or of said Section 7.1 shall not affect any state of facts then or
theretofore existing or any action, suit or proceeding theretofore existing or
thereafter brought or threatened based in whole or in part upon any such state
of facts. The corporation further agrees that in the event a person entitled to
indemnification under Section 7.1 of this Article claims indemnification, the
corporation shall take all required action to bring about a prompt and good
faith determination of such person's right to indemnification hereunder.

        Section 7.3. Indemnification of Employees and Agents. Persons who are
not covered by the foregoing provisions of this Article and who are or were
employees or agents of the corporation, or are or were serving at the request of
the corporation as employees or agents of another corporation, joint venture,
partnership, trust or other enterprise, may be indemnified to the extent the
corporation is empowered to do so by General Corporation Law or any other
applicable laws, when and as authorized at any time from time to time by the
board of directors in its sole discretion.

                                      - 16 -








        Section 7.4. Advance of Expenses. 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, as authorized by
the board of directors in a specific case, upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this article.

        Section 7.5. Other Rights of Indemnification. The indemnification
provided or permitted by this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled by law, agreement
or otherwise and shall continue as to a person who 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 7.6. Liability Insurance. The corporation shall have the power
to purchase and maintain insurance on behalf of any Person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such whether or
not the corporation would have the power to indemnify such person against such
liability under the provisions of this Article.

                                   ARTICLE 8.

                                 FISCAL MATTERS

        Section 8.1. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

        Section 8.2. Contracts. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument, in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

        Section 8.3. Loans and Indebtedness. No substantial or material 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. Such authority may be general or confined to specific
instances.

                                - 17 -







        Section 8.4. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or the evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the corporation as the board of directors shall from time to time designate.

        Section 8.5. 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 9.

                                     GENERAL

        Section 9.1. Dividends and Distributions. The board of directors may
from time to time declare or otherwise authorize, and the corporation may pay,
dividends or other distributions on its outstanding stock in the manner and upon
the terms, conditions and limitations provided by law or the articles of
incorporation.

        Section 9.2. Corporate Seal. The board of directors may provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

        Section 9.3. Waiver of Notice. Whenever any notice is required to be
given by law, articles of incorporation or under the Provisions 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.

        Section 9.4. Headings. Section or Paragraph headings are inserted herein
only for convenience of reference and shall not be considered in the
construction of any provision hereof.





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