BY-LAWS



                                       OF



                      Cinergy Solutions of San Diego, Inc.





                                January 29, 2004




                                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                                      6
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 Solutions of San Diego, 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.  It shall not be required to specify
in the waiver of notice either the purpose of such meeting or the business to be
transacted  at such  meeting.  Attendance  of a  stockholder  at a meeting shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.

     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. 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 hereinbefore provided (or if no such date has been
     fixed, then as hereinbefore  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 written notice to the Corporation. Directors need not be
stockholders  and shall  fulfill  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 of
Directors 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 of Directors,  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 of Directors.  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 said Board's
direction and control,  be the Board of Directors'  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 of  Directors.  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 of Directors
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,  and to the  extent  allowable  by  law,  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, and
to the extent  allowable by law, 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  allowable  by  law  and as  authorized  in the  specific  case  upon a
determination that  indemnification of the present or former 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 with respect to a person who is a
director  or  officer  at the time of such  determination,  (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) by a  committee  of such
directors designated by majority vote of such directors, even though less than a
quorum;  or (iii) 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 (iv) 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 the 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.  To the extent allowable by law,
expenses  incurred  by a director or officer in  defending  or  investigating  a
threatened or pending action,  suit or proceeding may be paid by the Corporation
in advance of the final  disposition  of such action,  suit or  proceeding  upon
receipt of an  undertaking  by or on behalf of 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 present  or former  director  or
     officer who was wholly successful,  on merits or otherwise,  in the defense
     of any  proceedings  as set forth in  Section  8.1 or  Section  8.2 of this
     Article VIII, 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.