(..continued)



iv





                                     BY-LAWS



                                       OF



                           Cinergy Technologies, Inc.





                             Adopted: July 26, 2000
                           Amended: September 5, 2000








                                TABLE OF CONTENTS

                                    ARTICLE I
                                     Offices

Section 1.1. Offices.                                                   1

                                   ARTICLE II
                             Stockholders' Meetings

Section 2.1. Annual Meeting.                                                1
Section 2.2. Notice of Annual Meeting.                                      1
Section 2.3. Special Meetings.                                              1
Section 2.4. Notice of Special Meeting.                                     1
Section 2.5. Waiver of Notice.                                              2
Section 2.6. Quorum.                                                        2
Section 2.7. Voting.                                                        2
Section 2.8. Written Consent of Stockholders in Lieu of Meeting.            2

                                   ARTICLE III
                                    Directors

Section 3.1. Duties and Powers.                                             3
Section 3.2. Number and Election of Directors.                              3
Section 3.3. Vacancies.                                                     3
Section 3.4. Meetings.                                                      3
Section 3.5. Quorum.                                                        3
Section 3.6. Actions of Board.                                              4
Section 3.7. Meetings by Means of Conference Telephone.                     4
Section 3.8. Committees.                                                    4
Section 3.9. Compensation                                                   4
Section 3.10. Contracts and Transactions Involving Directors                4

                                   ARTICLE IV
                                    Officers

Section 4.1. Officers.                                                      5
Section 4.2. Appointment, Terms, and Vacancies.                             5
Section 4.3. Chairman of the Board.                                         5
Section 4.4. Chief Executive Officer                                        5
Section 4.5. President.                                                     6
Section 4.6. Vice Presidents.                                               6
Section 4.7(a). Secretary.                                                  6
Section 4.7(b). Assistant Secretaries.                                      6
Section 4.8. Treasurer.                                                     7
Section 4.9. Comptroller.                                                   7
Section 4.10. Other Officers.                                               7

                                    ARTICLE V
                                  Capital Stock

Section 5.1. Form and Execution of Certificates.                            7
Section 5.2. Signatures.                                                    8
Section 5.3. Lost Certificates.                                             8
Section 5.4. Transfers.                                                     8
Section 5.5. Record Date.                                                   8
Section 5.6. Beneficial Ownership Rights.                                   8


                                   ARTICLE VI
                                     Notices

Section 6.1. Notices.                                                       9
Section 6.2. Waivers of Notice.                                             9

                                   ARTICLE VII
                               General Provisions

Section 7.1. Dividends.                                                      9
Section 7.2. Disbursements.                                                  9
Section 7.3. Voting Securities Owned by the Corporation.                     9
Section 7.4. Fiscal Year.                                                   10
Section 7.5. Corporate Seal.                                                10

                                  ARTICLE VIII
                                 Indemnification

Section 8.1. Power to Indemnify in Actions, Suits or Proceedings
             Other than Those By or in the Right of the Corporation.        10
Section 8.2. Power to Indemnify in Actions, Suits or Proceedings
             By or in the Right of the Corporation.                         10
Section 8.3. Authorization of Indemnification.                              11
Section 8.4. Good Faith Defined.                                            11
Section 8.5. Indemnification by a Court.                                    12
Section 8.6. Expenses Payable in Advance.                                   12
Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses. 12
Section 8.8. Insurance.                                                     12
Section 8.9. Certain Definitions.                                           13
Section 8.10. Survival of Indemnification and Advancement of Expenses.      13
Section 8.11. Limitation on Indemnification.                                13
Section 8.12. Indemnification of Employees and Agents.                      13









                                   ARTICLE IX
                                   Amendments

Section 9.1. Amendments.                                                    14

                                   ARTICLE X
                               Emergency By-Laws

Section 10.1. Emergency By-Laws.                                            14







                                     By-Laws

                                       Of

                           Cinergy Technologies, Inc.

                     (hereinafter called the "Corporation")




                                    ARTICLE I

                                     Offices

     Section  1.1.  Offices.  To  the  extent  not  otherwise  provided  in  the
Certificate of  Incorporation,  the principal office of the Corporation shall be
at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such
other  offices at such other places as the Board of  Directors  may from time to
time determine, or as the business of the Corporation may require.


                                   ARTICLE II

                             Stockholders' Meetings

     Section 2.1. Annual Meeting.  The annual meeting of the stockholders may be
held at such place,  time, and date designated by the Board of Directors for the
election of directors,  the  consideration  of the reports to be laid before the
meeting, and the transaction of such other business as may be brought before the
meeting.

     Section 2.2. Notice of Annual  Meeting.  Notice of the annual meeting shall
be given in  writing  to each  stockholder  entitled  to vote  thereat,  at such
address as appears on the records of the  Corporation at least ten (10) days and
not more than forty-five (45) days prior to the meeting.

     Section 2.3. Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, or
the President,  or by a majority of the members of the Board of Directors acting
with or without a  meeting,  or by the  persons  who hold in the  aggregate  the
express  percentage,  as  provided  by statute,  of all shares  outstanding  and
entitled to vote thereat,  upon notice in writing,  stating the time,  place and
purpose of the meeting.  Business  transacted at all special  meetings  shall be
confined to the objects stated in the call.

     Section 2.4. Notice of Special  Meeting.  Notice of a special  meeting,  in
writing,  stating the time,  place and purpose  thereof,  shall be given to each
stockholder  entitled to vote  thereat,  at least  twenty (20) days and not more
than forty-five (45) days prior to the meeting.


     Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of stockholders may be waived by the written assent of every stockholder
entitled  to  notice,  filed with or entered  upon the  records of the  meeting,
either before or after the holding thereof.

     Section 2.6.  Quorum.  The holders of shares  entitling  them to exercise a
majority of the voting  power,  or, if the vote is to be taken by  classes,  the
holders of shares of each class  entitling  them to  exercise a majority  of the
voting power of that class,  present in person or by proxy at any meeting of the
stockholders, unless otherwise specified by statute, shall constitute a quorum.

     If,  however,  at any meeting of the  stockholders,  a quorum shall fail to
attend in person  or by  proxy,  a  majority  in  interest  of the  stockholders
attending  in  person  or by proxy at the time  and  place of such  meeting  may
adjourn the meeting from time to time without further notice (unless the meeting
has been  adjourned for over thirty  days),  other than by  announcement  at the
meeting at which such  adjournment is taken,  until a quorum is present.  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 originally called.

     Section  2.7.  Voting.  At each  meeting  of the  stockholders,  except  as
otherwise provided by statute or the Certificate of Incorporation,  every holder
of record  of stock of the class or  classes  entitled  to vote at such  meeting
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing  subscribed by such  stockholder and bearing a date, not later than such
time as expressly  provided by statute,  prior to said meeting unless some other
definite period of validity shall be expressly provided therein.

          Each  stockholder  shall  have one (1)  vote  for each  share of stock
     having  voting  power,  registered  in his or her name on the  books of the
     Corporation,  at the date fixed for  determination  of persons  entitled to
     vote at the  meeting  or,  if no date has  been  fixed,  then as  expressly
     provided by statute.  (e.g., either the date of the meeting,  the date next
     proceeding  the day of the  meeting,  or any such  similar  governing  time
     frame).  Cumulative voting shall be permitted only as expressly provided by
     statute.

          At any meeting of  stockholders,  a list of  stockholders  entitled to
     vote,  alphabetically  arranged,  showing  the number and classes of shares
     held by each on the date fixed for closing the books  against  transfers or
     the record date fixed as  here-in-before  provided  (or if no such date has
     been fixed, then as here-in-before stated as expressly provided by statute)
     shall be produced on the request of any stockholder, and such list shall be
     prima  facie  evidence  of the  ownership  of  shares  and of the  right of
     stockholders  to vote,  when  certified by the Secretary or by the agent of
     the Corporation having charge of the transfer of shares.

     Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by statute,  the  Certificate of  Incorporation,  or these
By-Laws,  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 written  consent in lieu of a meeting,  setting  forth the action so
taken,  shall be signed by all the  stockholders  entitled to vote thereon.  Any
such  written  consent  may be  given  by one or  any  number  of  substantially
concurrent  written  instruments of  substantially  similar tenor signed by such
stockholders,  in person or by attorney or proxy duly appointed in writing,  and
filed with the records of the  Corporation.  Any such written  consent  shall be
effective as of the effective date thereof as specified therein.


                                   ARTICLE III

                                    Directors

          Section  3.1.  Duties and  Powers.  The  business  and  affairs of the
     Corporation  shall be  managed  by or under the  direction  of 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,  the  Certificate  of
     Incorporation,  or these  By-Laws,  directed or required to be exercised or
     done by the stockholders.

          Section 3.2. Number and Election of Directors.  The Board of Directors
     shall  consist of not less than three nor more than  fifteen  members,  the
     exact number of which shall be fixed by the Board of  Directors.  Directors
     shall be elected  annually by stockholders  at their annual  meeting,  in a
     manner  consistent  with statute and as provided in Article II, Section 2.8
     of these  By-Laws,  and each  director so elected  shall hold office  until
     his/her  successor is duly elected and qualifies,  or until his/her earlier
     resignation or removal.  Any director may resign at any time upon notice to
     the  Corporation.  Directors need not be stockholders and shall fulfill the
     residency  requirements as and if provided by statute.  Any director may be
     removed  at any  time  with or  without  cause  by a  majority  vote of the
     stockholders, unless otherwise provided by statute.

          Section 3.3.  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,  and the directors so
     chosen shall hold office for the unexpired term of the  predecessor  and/or
     until the next annual meeting of  stockholders,  and until their successors
     are duly  elected  and  qualify,  or until  their  earlier  resignation  or
     removal.

          Section 3.4. Meetings.  Regular meetings of the Board of Directors may
     be held at such time, place, and upon such notice as the Board of Directors
     may from time to time determine. Special meetings of the Board of Directors
     may be called by the Chairman of the Board,  the Chief  Executive  Officer,
     the  President,  or by members of the board (the express  percentage of the
     latter as minimally  provided for by statute).  Notice thereof  stating the
     place,  date and hour of the meeting shall be given to each director either
     by mail  (not less  than  forty-eight  (48)  hours  before  the date of the
     meeting),  by telephone or telegram (on twenty-four  (24) hours' notice) or
     on such  shorter  notice as the person or persons  calling such meeting may
     deem necessary or appropriate in the circumstances.

          Section 3.5. Quorum. Except as may be otherwise  specifically provided
     for by statute,  the Certificate of Incorporation or these By-Laws,  at all
     meetings  of the Board of  Directors,  a majority  of the  entire  Board 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.  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  3.6.  Actions  of Board.  Unless  otherwise  provided  by the
     Certificate of  Incorporation  of the  Corporation  or these  By-Laws,  any
     action  required  or  permitted  to be taken at any meeting of the Board of
     Directors,  or of any committee(s) thereof, may be taken without a meeting,
     if all the members of the Board of Directors,  or of such committee(s),  as
     the case may be,  consent  thereto in writing,  and the writing(s) is filed
     with the  minutes  of  proceedings  of the Board of  Directors,  or of such
     committee(s), of the Corporation. Any such written consent to action of the
     Board of Directors,  or of such  committee(s),  shall be effectuated by the
     signature of the member lastly  consenting  thereto in writing,  unless the
     consent otherwise specified a prior or subsequent effective date.

          Section  3.7.  Meetings  by  Means  of  Conference  Telephone.  Unless
     otherwise  provided by the Certificate of  Incorporation of the Corporation
     or these By-Laws,  members of the Board of Directors,  or any  committee(s)
     thereof, may participate in a meeting of the Board of Directors, or of such
     committee(s),  as the case may be, by means of a  conference  telephone  or
     similar   communications   equipment   by  means  of  which   all   persons
     participating  in the meeting can hear each other,  and  participation in a
     meeting pursuant to this Section 3.7 shall constitute presence in person at
     such meeting.

          Section 3.8.  Committees.  The Board of Directors  may, by  resolution
     passed by a majority of the entire Board of Directors, designate, from time
     to time as they may see fit, one or more committees, each such committee to
     consist of three or more of the directors of the Corporation.  The Board of
     Directors may designate one or more  directors as alternate  members of any
     such  committee  who may replace any absent or  disqualified  member at any
     meeting of any such  committee.  In the  absence or  disqualification  of a
     member of a committee,  and in the absence of a designation by the Board of
     Directors  of an  alternate  member to replace  the absent or  disqualified
     member,  the  member or members  thereof  present  at any  meeting  and not
     disqualified  from  voting,  whether  or not  he/she 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 absent or disqualified  member.  Any
     committee,  to the extent allowed by statute and provided in the resolution
     establishing such 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.  Each committee shall keep regular minutes and
     report to the Board of Directors when required.

          Section 3.9.  Compensation.  Each director of the  Corporation  (other
     than directors who are salaried  officers of the  Corporation or any of its
     affiliates)  shall be entitled to receive as compensation for services such
     reasonable  compensation,  which may include pension,  disability and death
     benefits, as may be determined from time to time by the Board of Directors.
     Reasonable  compensation  may  also  be  paid to any  person  other  than a
     director officially called to attend any such meeting.

          Section  3.10.  Contracts and  Transactions  Involving  Directors.  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 of Directors or committee thereof which authorizes the
     contract  or  transaction,  or solely  because  his/her or their  votes are
     counted for such purpose if: (i) the material  facts as to his/her or their
     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 of Directors or  committee in good faith  authorizes  the contract or
     transaction  by the  affirmative  votes of a majority of the  disinterested
     directors,  even though the disinterested  directors be less than a quorum;
     or (ii) the material facts as to his/her or their  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 (iii)
     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.  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 IV

                                    Officers

          Section 4.1.  Officers.  The officers of the Corporation shall consist
     of a President, a Secretary, and a Treasurer, and may consist of a Chairman
     of the Board, a Chief Executive  Officer,  a Comptroller,  one or more Vice
     Presidents,  one or more Assistant Secretaries,  and such other officers as
     the board shall from time to time deem necessary. Any number of offices may
     be held by the same person,  unless  otherwise  prohibited by statute,  the
     Certificate of Incorporation, or these By-Laws.

          Section  4.2.  Appointment,   Terms,  and  Vacancies.   The  Board  of
     Directors,  at  its  first  meeting  held  after  each  annual  meeting  of
     stockholders of the Corporation (i.e., the annual  organization  meeting of
     the Board of Directors),  shall appoint the officers of the Corporation 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,
     and such officers  shall hold office until their  successors are chosen and
     shall qualify,  or until their earlier  resignation or removal from office.
     Any officer  appointed by the Board of Directors may be removed at any time
     by the affirmative vote of a majority of the board.  Any vacancy  occurring
     in any office of the Corporation shall be filled by the Board of Directors.

          Section  4.3.  Chairman of the Board.  The  Chairman of the Board,  if
     there be one,  shall be a director and shall preside at all meetings of the
     Board of Directors and, in the absence or incapacity of the Chief Executive
     Officer and the President, meetings of the stockholders, and shall, subject
     to the board's  direction and control,  be the board's  representative  and
     medium of  communication,  and shall have the general  powers and duties as
     are incident to the office of Chairman of the Board of a corporation.

          Section 4.4. Chief Executive Officer.  The Chief Executive Officer, if
     there be one, shall preside at all meetings of the stockholders and, in the
     absence or incapacity  of the Chairman of the Board,  meetings of the Board
     of Directors. The Chief Executive Officer shall from time to time report to
     the Board of Directors all matters  within his or her  knowledge  which the
     interests of the Corporation may require be brought to their notice.  Where
     the offices of Chief Executive  Officer and President are held by different
     individuals,  the  President  will report  directly to the Chief  Executive
     Officer.

          Section 4.5.  President.  The President  shall be the chief  operating
     officer of the  Corporation,  and shall have general and active  management
     and direction of the affairs of the Corporation,  shall have supervision of
     all departments and of all officers of the Corporation,  shall see that the
     orders and  resolutions of the Board of Directors,  or of any  committee(s)
     thereof,  are carried fully into effect,  and shall have the general powers
     and duties of  supervision  and management as are incident to the office of
     President  of a  corporation.  In the  absence or  incapacity  of the Chief
     Executive Officer,  the President also shall be the chief executive officer
     of the Corporation.

          Section 4.6. Vice  Presidents.  The Vice Presidents shall perform such
     duties as the Board of Directors  shall from time to time  require.  In the
     absence or incapacity of the President,  the Vice  President  designated by
     the Board of Directors  (including by the Chairman of the Board), the Chief
     Executive Officer, or the President shall exercise the powers and duties of
     the President.

          Section 4.7(a).  Secretary. The Secretary shall attend all meetings of
     the Board of Directors and of the stockholders of the Corporation,  and act
     as clerk thereof,  and record all votes and the minutes of all  proceedings
     in a book to be kept for that  purpose,  shall record all written  business
     transactions,  shall perform like duties for the standing  committees  when
     required,  and shall have the general  powers and duties as are incident to
     the office of Secretary of a  corporation.  The  Secretary  shall give,  or
     cause to be given, proper notice of all meetings of the stockholders and of
     the Board of  Directors,  and shall  perform  such  other  duties as may be
     prescribed  by the Board of  Directors  (including  by the  Chairman of the
     Board), the Chief Executive Officer, or the President.  The Secretary shall
     have  custody  of the seal,  if there be one,  of the  Corporation  and the
     Secretary or any Assistant Secretary, if there be one, shall have authority
     to affix the same to any  instrument  requiring it and when so affixed,  it
     may be attested by the  signature of the  Secretary or by the  signature of
     any 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/her signature). The Secretary shall see that all
     books,  reports,  statements,  certificates and other documents and records
     required by statute to be kept or filed are properly kept or filed,  as the
     case may be.

          Section  4.7(b).   Assistant  Secretaries.   At  the  request  of  the
     Secretary,  or in his or her absence or  incapacity  to act, the  Assistant
     Secretary or, if there be more than one, the Assistant Secretary designated
     by the  Secretary,  shall  perform the duties of the  Secretary and when so
     acting shall have all the powers of and be subject to all the  restrictions
     of the Secretary. The Assistant Secretaries shall perform such other duties
     as may from  time to time be  assigned  to them by the  Board of  Directors
     (including by the Chairman of the Board), the Chief Executive Officer,  the
     President, or the Secretary.

          Section 4.8.  Treasurer.  The Treasurer shall be the financial officer
     of  the  Corporation,   shall  keep  full  and  accurate  accounts  of  all
     collections,   receipts  and   disbursements  in  books  belonging  to  the
     Corporation,  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,  shall  disburse  the funds of the
     Corporation  as may be ordered by the Board of Directors  (including by the
     Chairman of the Board),  the Chief  Executive  Officer,  or the  President,
     taking proper  vouchers  therefor,  and shall render to the President,  the
     Chief Executive Officer, the Chairman of the Board, and/or directors at any
     meeting of the board,  or  whenever  they may require it, and to the annual
     meeting of the  stockholders,  an account of all his or her transactions as
     Treasurer and of the financial condition of the Corporation, and shall have
     the general powers and duties as are incident to the office of Treasurer of
     a corporation.  If required by the Board of Directors,  the Treasurer shall
     give the  Corporation a bond in a form and in such sum with surety as shall
     be satisfactory  to the Board of Directors for the faithful  performance of
     his or her duties as Treasurer and for the restoration to the  Corporation,
     in the case of his or her death,  resignation,  retirement  or removal from
     office,  of all  books,  papers,  vouchers,  money  and other  property  of
     whatever kind in his or her  possession,  or under his or her control,  and
     belonging to the Corporation. The Treasurer shall perform such other duties
     as may be prescribed  by the Board of Directors  (including by the Chairman
     of the Board), the Chief Executive Officer, or the President.

          Section 4.9. Comptroller.  The Comptroller shall have control over all
     accounts and records of the Corporation  pertaining to moneys,  properties,
     materials  and  supplies,  and  shall  have  executive  direction  over the
     bookkeeping and accounting  functions and shall have the general powers and
     duties as are incident to the office of comptroller  of a corporation.  The
     Comptroller  shall  perform such other duties as may be  prescribed  by the
     Board of  Directors  (including  by the  Chairman of the Board),  the Chief
     Executive Officer, the President, or a Vice President.

          Section 4.10.  Other Officers.  Such other officers of the Corporation
     as the Board of Directors  may appoint  shall  perform such duties and have
     such powers as from time to time may be assigned to them by the board.  The
     Board of Directors may delegate to any other officer of the Corporation the
     power to appoint  such other  officers and to  prescribe  their  respective
     duties and powers.


                                    ARTICLE V

                                  Capital Stock

          Section 5.1. Form and Execution of Certificates.  The certificates for
     shares of the capital  stock of the  Corporation  shall be of such form and
     content,   not   inconsistent   with   statute  and  the   Certificate   of
     Incorporation, as shall be approved by the Board of Directors. Every holder
     of stock in the Corporation shall be entitled to have a certificate signed,
     in the name of the  Corporation,  by (i) either the  Chairman of the Board,
     the Chief Executive Officer,  the President or a Vice President and (ii) by
     any one of the following officers:  the Secretary or an Assistant Secretary
     or the  Treasurer  or an Assistant  Treasurer.  All  certificates  shall be
     consecutively numbered in each class of shares. The name and address of the
     person owning the shares represented thereby, with the number of shares and
     the date of issue, shall be entered on the Corporation's books.

          Section 5.2. Signatures. Any or all of the signatures on a certificate
     may be a  facsimile  thereof.  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/she were such officer,  transfer
     agent or registrar at the date of issue.

          Section 5.3.  Lost  Certificates.  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, 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,  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 his/her legal representative,  to
     advertise  the same in such manner as the Board of Directors  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 5.4. Transfers.  The capital stock of the Corporation shall be
     transferable  in the  manner  provided  by  statute  and in these  By-Laws.
     Transfers of shares shall be made on the books of the  Corporation  only by
     the  person  named  in the  certificate  or by  his/her  attorney  lawfully
     constituted in writing and upon the surrender of the certificate  therefor,
     which shall be canceled before a new certificate shall be issued.

          Section 5.5.  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 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 days 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.

          Section 5.6.  Beneficial  Ownership  Rights.  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 statute.


                                   ARTICLE VI

                                     Notices

          Section 6.1. Notices.  Whenever written notice is required by statute,
     the  Certificate  of  Incorporation,  or these  By-Laws  to be given to any
     director,  member of a committee, or stockholder,  such notice may be given
     by mail, addressed to each such person, at his/her 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,  or as otherwise  provided by statute.
     Written notice may also be given personally or by telegram, telex or cable.

          Section  6.2.  Waivers of Notice.  Whenever  any notice is required by
     statute, the Certificate of Incorporation,  or these By-Laws to be given to
     any director,  member of a committee,  or stockholder,  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 VII

                               General Provisions

          Section  7.1.  Dividends.  Dividends  upon  the  capital  stock of the
     Corporation,  subject  to  any  provision  imposed  by the  Certificate  of
     Incorporation,  may be declared by the Board of Directors at any regular or
     special  meeting,  or by written consent to the action of the board without
     such meeting(s),  and may be paid in cash, in property, or in shares of the
     capital stock.  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 its absolute discretion, deems
     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 any proper purpose, and the Board of Directors may modify or abolish
     any such reserve.

          Section 7.2. Disbursements.  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 7.3. Voting  Securities  Owned by the  Corporation.  Powers of
     attorney,  proxies,  waivers  of  notice  of  meeting,  consents  and other
     instruments relating to securities owned by the Corporation may be executed
     in the name of and on behalf  of the  Corporation  by the  Chief  Executive
     Officer, the President, any Vice President, the Secretary, or any Assistant
     Secretary,  and any such  officer  may, in the name of and on behalf of the
     Corporation, take all such action as any such officer may deem advisable to
     vote in  person  or by proxy at any  meeting  of  security  holders  of any
     corporation  in which the  Corporation  may own  securities and at any such
     meeting  shall  possess  and may  exercise  any and all  rights  and  power
     incident  to the  ownership  of such  securities  and  which,  as the owner
     thereof, the Corporation might have exercised and possessed if present. The
     Board of Directors may, by resolution, from time to time confer like powers
     upon any other person or persons.

          Section 7.4.  Fiscal Year.  The fiscal year of the  Corporation  shall
     begin  on the  first  day of  January  and end on the  thirty-first  day of
     December each year.

          Section 7.5.  Corporate Seal. The seal of the Corporation (if there be
     one) shall have inscribed thereon the name of the Corporation,  the year of
     its incorporation,  the words "Corporate Seal" and "Delaware", and any such
     other emblem or device as approved 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 other manner reproduced.


                                  ARTICLE VIII

                                 Indemnification

          Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other
     than Those By or in the Right of the Corporation. Subject to Section 8.3 of
     this Article VIII, the Corporation shall indemnify any person who was or is
     a party to 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/she is or was a director or
     officer  of the  Corporation,  or is or was a  director  or  officer of the
     Corporation  serving at the  request of the  Corporation  as a director  or
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust, employee benefit plan or other enterprise, against expenses
     (including  attorneys'  fees),   judgments,   fines  and  amounts  paid  in
     settlement  actually and reasonably  incurred by him/her in connection with
     such  action,  suit or  proceeding,  if he/she acted in good faith and in a
     manner  he/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/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/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/her conduct was unlawful.

          Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or
     in the Right of the  Corporation.  Subject to Section  8.3 of this  Article
     VIII, 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/she is or was a  director  or
     officer  of the  Corporation,  or is or was a  director  or  officer of the
     Corporation  serving  at the  request  of the  Corporation  as a  director,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture,  trust, employee benefit plan or other enterprise against expenses
     (including  attorneys' fees) actually and reasonably incurred by him/her in
     connection  with the defense or settlement of such action or suit if he/she
     acted in good faith and in a manner he/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  negligence
     or misconduct in the performance of his/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
     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 shall deem proper.

          Section 8.3.  Authorization of  Indemnification.  Any  indemnification
     under this Article  VIII  (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/she has met the applicable standard of conduct set
     forth in Section 8.1 or Section 8.2 of this Article  VIII,  as the case may
     be. 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  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.  To the  extent,  however,  that a director or officer of the
     Corporation  has been  successful  on the merits or otherwise in defense of
     any action, suit or proceeding described above, or in defense of any claim,
     issue or matter  therein,  he/she  shall be  indemnified  against  expenses
     (including  attorneys' fees) actually and reasonably incurred by him/her in
     connection  therewith,  without  the  necessity  of  authorization  in  the
     specific case.

          Any  determination   made  by  the   disinterested   directors  or  by
     independent legal counsel under this section 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 8.1 and 8.2 of this Article VIII,
     and, within ten days after receipt of such notification, such persons shall
     have the right to petition the court (at courts'  discretion) in which such
     action  or  suit  was  brought  to  review  the   reasonableness   of  such
     determination.

          Section 8.4.  Good Faith  Defined.  For purposes of any  determination
     under  Section 8.3 of this  Article  VIII, a person shall be deemed to have
     acted in good faith and in a manner he/she reasonably  believed to be in or
     not opposed to the best interests of the  Corporation,  or, with respect to
     any  criminal  action or  proceeding,  to have had no  reasonable  cause to
     believe  his/her  conduct was unlawful,  if his/her  action is based on the
     records or books of account of the Corporation or another enterprise, or on
     information  supplied  to him/her by the  officers  of the  Corporation  or
     another enterprise in the course of their duties, or on the advice of legal
     counsel for the  Corporation  or another  enterprise or on  information  or
     records given or reports made to the  Corporation or another  enterprise by
     an independent  certified  public  accountant,  or by an appraiser or other
     expert  selected  with  reasonable  care  by  the  Corporation  or  another
     enterprise. The term "another enterprise" as used in this Section 8.4 shall
     mean any  other  corporation  or any  partnership,  joint  venture,  trust,
     employee  benefit plan or other  enterprise  of which such person is or was
     serving at the request of the Corporation as a director,  officer, employee
     or agent.  The  provisions  of this  Section  8.4 shall not be deemed to be
     exclusive or to limit in any way the circumstances in which a person may be
     deemed to have met the applicable standard of conduct set forth in Sections
     8.1 or 8.2 of this Article VIII, as the case may be.

          Section 8.5. Indemnification by a Court.  Notwithstanding any contrary
     determination  in the specific case under Section 8.3 of this Article VIII,
     and  notwithstanding  the  absence  of any  determination  thereunder,  any
     director or officer may apply to any court of competent jurisdiction in the
     State of Delaware for  indemnification to the extent otherwise  permissible
     under  Sections  8.1  and 8.2 of  this  Article  VIII.  The  basis  of such
     indemnification  by a court  shall be a  determination  by such  court that
     indemnification  of the director or officer is proper in the  circumstances
     because  he/she has met the  applicable  standards  of conduct set forth in
     Sections 8.1 or 8.2 of this  Article  VIII,  as the case may be.  Neither a
     contrary  determination  in the  specific  case under  Section  8.3 of this
     Article  VIII nor the absence of any  determination  thereunder  shall be a
     defense to such  application  or create a presumption  that the director or
     officer  seeking  indemnification  has not met any  applicable  standard of
     conduct.  Notice of any  application for  indemnification  pursuant to this
     Section 8.5 shall be given to the  Corporation  promptly upon the filing of
     such  application.  If  successful,  in whole or in part,  the  director or
     officer  seeking  indemnification  shall  also be  entitled  to be paid the
     expense of prosecuting such application.

          Section  8.6.  Expenses  Payable in  Advance.  Expenses  incurred by a
     director or officer in defending or  investigating  a threatened or pending
     action,  suit or proceeding  shall be paid by the Corporation in advance of
     the final disposition of such action, suit or proceeding upon receipt of an
     undertaking  by or on behalf of such  director  or  officer  to repay  such
     amount if it shall  ultimately be determined that he/she is not entitled to
     be indemnified by the Corporation as authorized in this Article VIII.

          Section 8.7.  Nonexclusivity  of  Indemnification  and  Advancement of
     Expenses.  The  indemnification  and advancement of expenses provided by or
     granted  pursuant to this Article VIII shall not be deemed exclusive of any
     other  rights to which those  seeking  indemnification  or  advancement  of
     expenses may be entitled  under any other  provision of these  By-Laws,  or
     similarly entitled under any agreement,  contract,  vote of stockholders or
     disinterested  directors, or pursuant to the direction (howsoever embodied)
     of any court of competent  jurisdiction or otherwise,  both as to action in
     his/her  official  capacity  and as to action  in  another  capacity  while
     holding  such  office,   it  being  the  policy  of  the  Corporation  that
     indemnification  of the persons  specified  in Sections 8.1 and 8.2 of this
     Article VIII shall be made to the fullest extent permitted by statute.  The
     provisions  of this  Article  VIII  shall  not be deemed  to  preclude  the
     indemnification  of any person who is not  specified in Sections 8.1 or 8.2
     of this Article VIII, but whom the  Corporation has the power or obligation
     to indemnify  under the provisions of statute of the State of Delaware,  or
     otherwise.

          Section  8.8.  Insurance.  The  Corporation  may purchase and maintain
     insurance  on behalf of any person  who is or was a director  or officer of
     the  Corporation,  or is or was a director  or  officer of the  Corporation
     serving at the request of the Corporation as a director,  officer, employee
     or  agent  of  another  corporation,  partnership,  joint  venture,  trust,
     employee  benefit plan or other enterprise  against any liability  asserted
     against  him/her and incurred by him/her in any such  capacity,  or arising
     out of his/her status as such,  whether or not the  Corporation  would have
     the power or the  obligation to indemnify  him/her  against such  liability
     under the provisions of this Article VIII.

          Section 8.9. Certain  Definitions.  For purposes of this Article VIII,
     references to "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 or officers,  so that any person who is or was a director or
     officer of such constituent corporation, or is or was a director or officer
     of such constituent  corporation serving at the request of such constituent
     corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation,  partnership,  joint venture,  trust, employee benefit plan or
     other enterprise,  shall stand in the same position under the provisions of
     this Article VIII with respect to the resulting or surviving corporation as
     he/she  would have with  respect  to such  constituent  corporation  if its
     separate  existence  had  continued.  For  purposes of this  Article  VIII,
     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 or officer with respect to an employee
     benefit plan, its participants or beneficiaries;  and a person who acted in
     good faith and in a manner  he/she  reasonably  believed  to be in the best
     interests 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 VIII.

          Section 8.10. Survival of Indemnification and Advancement of Expenses.
     The  indemnification  and  advancement of expenses  provided by, or granted
     pursuant  to, this  Article  VIII shall,  unless  otherwise  provided  when
     authorized  or  ratified,  continue  as to a person  who has ceased to be a
     director or officer and shall inure to the benefit of the heirs,  executors
     and administrators of such a person.

          Section 8.11. Limitation on Indemnification.  Notwithstanding anything
     contained in this Article VIII to the contrary,  except for  proceedings to
     enforce rights to  indemnification  (which shall be governed by Section 8.5
     hereof),  the Corporation  shall not be obligated to indemnify any director
     or officer in connection  with a proceeding (or part thereof)  initiated by
     such person  unless such  proceeding  (or part  thereof) was  authorized or
     consented to by the Board of Directors of the Corporation.

          The Corporation shall indemnify a director who was wholly  successful,
     on merits or otherwise,  in the defense of any  proceedings to which he/she
     was a party  because  he/she  was a  director  of the  Corporation  against
     reasonable expenses incurred by him/her in connection with the proceeding.

          Section 8.12. Indemnification of Employees and Agents. The Corporation
     may, to the extent  authorized from time to time by the Board of Directors,
     provide  rights to  indemnification  and to the  advancement of expenses to
     employees and agents of the Corporation, similar to those conferred in this
     Article VIII to directors and officers of the Corporation. ARTICLE IX

                                   Amendments

          Section  9.1.  Amendments.  These  By-Laws may be altered,  amended or
     repealed,  in whole or in part,  or new By-Laws may be adopted:  (i) by the
     affirmative  vote of a majority of the holders of record of the outstanding
     shares  entitled to vote thereon,  or by the written consent of the holders
     of record of a two-thirds  majority of the  outstanding  shares entitled to
     vote thereon, except as such alteration, amendment or repeal by any vote or
     written consent of the  stockholders is otherwise  expressly  prohibited by
     statute;  or (ii) by a  majority  vote of the  Board  of  Directors,  or by
     unanimous  written  consent  of  the  board,  except  as  such  alteration,
     amendment  or  repeal  by any vote or  action  of the  board  is  otherwise
     expressly prohibited by statute.


                                    ARTICLE X

                                Emergency By-Laws

          Section  10.1.  Emergency  By-Laws.  The  Emergency  By-Laws  shall be
     operative  during  any  emergency  in the  conduct of the  business  of the
     Corporation  resulting from an attack on the United States or on a locality
     in which  the  Corporation  conducts  its  business  or  customarily  holds
     meetings  of its Board of  Directors  or its  stockholders,  or during  any
     nuclear or atomic disaster, or during the existence of any catastrophe,  or
     similar emergency condition,  as a result of which a quorum of the Board of
     Directors or a standing  committee  thereof  cannot readily be convened for
     action,  notwithstanding  any  provision to the  contrary in the  preceding
     By-Laws,  in the Certificate of  Incorporation,  or in the statute.  To the
     extent not  inconsistent  with the  provisions  of this Section  10.1,  the
     By-Laws of the Corporation shall remain in effect during any emergency, and
     upon its  termination,  the Emergency  By-Laws shall cease to be operative.
     Any amendments to these Emergency By-Laws may make any further or different
     provision that may be practical and necessary for the  circumstance  of the
     emergency.

               During  any  such  emergency:  (A) a  meeting  of  the  Board  of
          Directors  or a  committee  thereof  may be called by any  officer  or
          director  of the  Corporation.  Notice  of the time  and  place of the
          meeting or  conference  call shall be given by the person  calling the
          meeting to such of the directors as it may be feasible to reach by any
          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;   (B)  the  director  or  directors  in
          attendance at the meeting shall constitute a quorum;  (C) the officers
          or  other  persons  designated  on a list  approved  by the  Board  of
          Directors  before the  emergency,  all in such order of  priority  and
          subject to such  conditions  and for such  period of time (not  longer
          than  reasonably  necessary after the termination of the emergency) as
          may be provided in the resolution  approving the list,  shall,  to the
          extent  required  to  provide a quorum at any  meeting of the Board of
          Directors,  be deemed the directors for such meeting; (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 emergency any or all officers or agents of the Corporation
          shall for any  reason  be  rendered  incapable  of  discharging  their
          duties;  (E) the Board of Directors,  either before or during any such
          emergency, may, effective in the emergency,  change the head office or
          designate  several  alternative head offices or regional  offices,  or
          authorize  the  officers  so to do; and (F) to the extent  required to
          constitute  a quorum at any meeting of the Board of  Directors  during
          such an  emergency,  the officers of the  Corporation  who are present
          shall be deemed, in order of rank and within the same rank in order of
          seniority, the directors for such meeting.

          No  officer,  director  or  employee  acting  in  accordance  with any
     provision of these  Emergency  By-Laws  shall be liable  except for willful
     misconduct.

          These Emergency  By-Laws shall be subject to alteration,  amendment or
     repeal by the further  actions of the Board of Directors or stockholders of
     the Corporation.