<DOCUMENT>
<TYPE>EX-3.2
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<FILENAME>doc3.txt
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                                                                     EXHIBIT 3.2
                                                                     -----------
                                     BY-LAWS

                                       OF

                               CCP WORLDWIDE, INC.

                                    ARTICLE I

                                     Offices
                                     -------
     Section 1.     Registered Office.  The registered office of the Corporation
     ---------      -----------------
shall  be located at 2711 Centerville Road, Suite 400, City of Wilmington 19808,
County  of  Castle,  or  at  such  other  place  as the Board of Directors shall
determine  from  time  to  time.

     Section  2.     Other  Offices.  The  principal  office  of the Corporation
     ----------      --------------
shall  be  located at such place as the Board of Directors may specify from time
to  time.  The  Corporation  may  have  such other offices at such other places,
either  within  or  without the State of Delaware, as the Board of Directors may
from  time  to time determine, or as the affairs of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders
                            ------------------------

     Section  1.     Place  of  Meeting.  Meetings  of  the  stockholders of the
     ----------      ------------------
Corporation  shall  be held at such place, either within or without the State of
Delaware,  as may be designated from time to time by the Board of Directors, or,
if  not  so designated, then at the principal office of the Corporation required
to  be  maintained  pursuant  to  Article  I,  Section  2  hereof.

     Section 2.     Annual Meetings.  The annual meeting of the stockholders for
     ---------      ---------------
the  year  2002  shall be held at such time as may be designated by the Board of
Directors;  and  thereafter the annual meeting of the stockholders shall be held
on  the  15th  day  of  April at 10:00 a.m. of each year, commencing in the year
2003,  if  not a legal holiday, and if such is a legal holiday, then on the next
following  day  not  a  legal  holiday,  at  such time and place as the Board of
Directors shall determine, at which time the stockholders shall elect a Board of
Directors and transact such other business as may be properly brought before the
meeting.  Notwithstanding  the  foregoing,  the Board of Directors may cause the
annual meeting of stockholders to be held on such other date in any year as they
shall  determine to be in the best interest of the Corporation, and any business
transacted  at said meeting shall have the same validity as if transacted on the
date  designated  herein.

   Section  3.  Special Meetings.  Special meetings of the stockholders, for any
   ----------   ----------------
purpose  or  purposes, unless otherwise prescribed by statute or the Certificate
of  Incorporation,  may be called by the President, Secretary or the Chairman of
the Board of Directors, if any.  The President or Secretary shall call a special
meeting  when:  (1) requested in writing by any two or more of the directors, or
one director if only one director is then in office; or (2) requested in writing
by  stockholders owning a majority of the shares entitled to vote.  Such written
request  shall  state  the  purpose  or  purposes  to  the  proposed  meeting.


<PAGE>

   Section  4.  Notice.  Except  as  otherwise  required  by  statute  or  the
   ----------   ------
Certificate  of  Incorporation,  written  notice  of  each  meeting  of  the
stockholders,  whether  annual or special, shall be served, either personally or
by  mail,  upon each stockholder of record entitled to vote at such meeting, not
less  than ten (10) nor more than sixty (60) days before the meeting.  Notice of
any meeting of stockholders shall state the place, date and hour of the meeting,
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called.  Notice of any meeting of stockholders shall not be required
to  be  given  to  any stockholder who, in person or by his authorized attorney,
either  before  or  after  such  meeting,  shall  waive  such notice in writing.
Attendance  of  a  stockholder at a meeting, either in person or by proxy, shall
itself  constitute  waiver of notice and waiver of any and all objections to the
place  and  time  of  the  meeting  and  manner  in  which it has been called or
convened,  except when a stockholder attends a meeting solely for the purpose of
stating, at the beginning of the meeting, any such objections to the transaction
of  business.  Notice of the time and place of any adjourned meeting need not be
given  otherwise than by the announcement at the meeting at which adjournment is
taken,  unless  the  adjournment  is for more than thirty (30) days or after the
adjournment  a  new  record  date  is  set.

   Section  5.  Proxies.  A  stockholder  may  attend,  represent,  and vote his
   ----------   -------
shares at any meeting in person, or be represented and have his shares voted for
by  a proxy which such stockholder has duly executed in writing.  No proxy shall
be  valid  after  three (3) years from the date of its execution unless a longer
period is expressly provided in the proxy.  Each proxy shall be revocable unless
otherwise  expressly  provided in the proxy or unless otherwise made irrevocable
by  law.

   Section  6.  Quorum.  The  holders  of  a  majority  of  the  stock  issued,
   ----------   ------
outstanding  and  entitled  to  vote, present in person or represented by proxy,
shall  constitute  a  quorum  at  all  meetings of the stockholders and shall be
required  for  the transaction of business, except as otherwise provided by law,
by  the  Certificate  of  Incorporation,  or by these Bylaws.  If, however, such
majority shall not be present or represented at any meeting of the stockholders,
the  stockholders  entitled  to  vote  at  such meeting, present in person or by
proxy,  shall  have  the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting unless the adjournment is for more
than  thirty  (30) days or after the adjournment a new record date is set, until
the required amount of voting stock shall be present.  At such adjourned meeting
at  which  a  quorum shall be present in person or by proxy, any business may be
transacted  that  might  have  been transacted at the meeting originally called.

   Section 7.  Voting of Shares.  Each outstanding share of voting capital stock
   ---------   ----------------
of  the  Corporation shall be entitled to one vote on each matter submitted to a
vote  at  a  meeting  of  the  stockholders, except as otherwise provided in the
Certificate  of  Incorporation.  The  vote  by  the holders of a majority of the
shares  voted  on  any  matter at a meeting of stockholders at which a quorum is
present  shall be the act of the stockholders on that matter, unless the vote of
a  greater number is required by law, by the Certificate of Incorporation, or by
these  Bylaws; provided, however, that directors shall be elected by a plurality
of  the  votes  of  the  shares present in person or represented by proxy at the
meeting  and  entitled  to  vote  on  the  election  of  directors.

                                        2

<PAGE>

     Section  8.     Action  Without  Meeting.
     ----------      ------------------------

     A.          Any  action  required  by  statute to be taken at any annual or
special  meeting  of  the  stockholders, or any action which may be taken at any
annual  or  special meeting of the stockholders, may be taken without a meeting,
without  prior  notice  and without a vote, if a consent or consents in writing,
setting  forth  the  action  so  taken, are signed by the holders of outstanding
stock  having  not less than the minimum number of votes that would be necessary
to  authorize  or  take such action at a meeting at which all shares entitled to
vote  thereon  were present and voted; provided, however, that a written consent
to  elect  directors,  if such consent is less than unanimous, may be in lieu of
the  holding  of  an  annual  meeting  of  stockholders  only  if  all  of  the
directorships  to  which  directors  could be elected at such annual meeting are
vacant  and  are  filled  by  such  action.

     B.          Every  written consent shall bear the date of signature of each
stockholder who signs the consent, and no consent shall be effective to take the
corporate  action  referred to in such consent unless, within sixty (60) days of
the  earliest  dated consent delivered to the Corporation in the manner required
in  these Bylaws, written consents signed by a sufficient number of stockholders
to  take  action  are delivered to the Corporation by delivery to its registered
office  in  the State of Delaware, its principal place of business or an officer
or  agent  of the Corporation having custody of the book in which proceedings of
meetings  of  stockholders  are  recorded.  Delivery  made  to the Corporation's
registered  office  shall  be by hand or by certified or registered mail, return
receipt  requested.

     C.     Prompt  notice  of  the  taking  of  the  corporate action without a
meeting  by  less  than  unanimous  written  consent  shall  be  given  to those
stockholders  who  have  not  consented  in  writing.  If  the  action  which is
consented  to  is  such as would have required the filing of a certificate under
any  section  of the General Corporation Law of Delaware if such action had been
voted  on  by  the stockholders at a meeting thereof, then the certificate filed
under  such  section  shall  state,  in  lieu  of any statement required by such
section  concerning  any  vote  of stockholders, that written notice and written
consent  have  been  given as provided in Section 228 of the General Corporation
Law  of  Delaware.

   Section  9.  Fixing  of  Record  Date.  For  the  purposes  of  determining
   ----------   ------------------------
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  the  Board of Directors may fix a record date, which
record  date  shall  not  precede  the date upon which the resolution fixing the
record  date  is  adopted by the Board of Directors, and which record date shall
not  be more than sixty (60) nor less than ten (10) days before the date of such
meeting.  If  no record date is fixed by the Board of Directors, the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on  which  notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.  A determination of

                                        3

<PAGE>

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.
For the purpose of determining the stockholders entitled to consent to corporate
action  in  writing  without  a meeting, the Board of Directors may fix a record
date,  which  record  date  shall not precede the date upon which the resolution
fixing  the  record  date  is  adopted by the Board of Directors, and which date
shall  not  be  more than ten (10) days after the date upon which the resolution
fixing  the record date is adopted by the Board of Directors.  If no record date
has  been  fixed  by  the  Board  of  Directors, the record date for determining
stockholders  entitled  to  consent  to  corporate  action  in writing without a
meeting,  when  no  prior  action  by the Board of Directors is required by law,
shall  be  the  first  date  on which a signed written consent setting forth the
action  taken  or  proposed  to  be taken is delivered to the Corporation in the
manner  provided  by  law.  If  no  record  date  has been fixed by the Board of
Directors  and  prior  action  by the Board of Directors is required by law, the
record date for determining stockholders entitled to consent to corporate action
in  writing  without  a  meeting shall be at the close of business on the day on
which  the  Board  of  Directors adopts the resolution taking such prior action.
For  the  purpose of determining the stockholders entitled to receive payment of
any  dividend  or  other  distribution  or  allotment  of  any  rights  or  the
stockholders entitled to exercise any rights in respect of change, conversion or
exchange  of  stock, or for the purpose of any other lawful action, the Board of
Directors  may  fix  a record date, which record date shall not precede the date
upon  which  the  resolution fixing the record date is adopted, and which record
date  shall be not more than sixty (60) days prior to such action.  If no record
date is fixed, the record date for determining stockholders for any such purpose
shall  be  at  the  close of business on the day on which the Board of Directors
adopts  the  resolution  relating  thereto.

   Section  10.   List  of Stockholders.  The  Secretary  shall prepare, or have
   -----------    ----------------------
prepared, and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical  order,  showing  the address of each stockholder and the number of
shares  registered  in the name of each stockholder.  Such list shall be open to
the  examination  of  any  stockholder,  for any purpose germane to the meeting,
during  ordinary business hours, for a period of at least ten (10) days prior to
the  meeting, either at a place within the city where the meeting is to be held,
which  place  shall  be  specified  in  the  notice  of  the meeting, or, if not
specified,  at  the  place  where  the meeting is to be held.  The list shall be
produced  and  kept  at  the  time  and  place  of meeting during the whole time
thereof,  and  may  be  inspected  by  any  stockholder  who  is  present.

                                   ARTICLE III

                               Board of Directors
                               ------------------

     Section 1.     General Powers.  The business and affairs of the Corporation
     ---------      --------------
shall be managed by the Board of Directors, except as otherwise provided by law,
by  the  Certificate  of  Incorporation  of  the Corporation or by these Bylaws.

     Section  2.     Number,  Term  and  Qualifications.  The Board of Directors
     ----------      ----------------------------------
shall consist of not less than one or more than ten members, the exact number to
be  determined  from  time  to  time  by  resolution  of the Board of Directors.
Directors need not be stockholders  or residents of the State of Delaware.  Each
Director shall hold office for the term for which he is appointed or elected and

                                        4

<PAGE>
until  his  successor, if any, shall have been elected and shall have qualified,
or until his death or until he shall have resigned or shall have been removed in
the  manner  hereinafter  provided.  Directors  need  not  be elected by ballot,
except  upon  demand  of  any  stockholder.

   Section 3.   Removal. At a special meeting of the stockholders called for the
   ---------    -------
purpose  in  the  manner  provided  in  these Bylaws, subject to any limitations
imposed  by  law or the Certificate of Incorporation, the Board of Directors, or
any  individual  director, may be removed from office, with or without cause, by
the  holders  of  a  majority  of  the outstanding shares entitled to vote at an
election  of  directors.

   Section  4.  Resignation.  Any  director of the Corporation may resign at any
   ----------   -----------
time  by  giving  written  notice  to  the  President  or  the  Secretary of the
Corporation.  The  resignation of any director shall take effect upon receipt of
such  notice  or  at  such later time as shall be specified in such notice.  The
acceptance  of  such  resignation  shall  not be necessary to make it effective.

   Section  5.  Vacancies.  Any  vacancy in the Corporation's Board of Directors
   ----------   ---------
may  be  filled  by  the  vote  of a majority of the remaining directors then in
office,  though  less  than a quorum.  Any vacancy created by an increase in the
authorized  number  of  directors  shall be filled only by election at an annual
meeting  or  at  a special meeting of stockholders called for that purpose.  The
stockholders  may  elect  a director at any time to fill a vacancy not filled by
the  directors.

   Section  6.  Compensation.   The Board of Directors may cause the Corporation
   ----------   ------------
to  compensate  directors  for  their  services as directors and may provide for
payment  by  the  Corporation of all expenses incurred by directors in attending
regular  and  special  meetings  of  the  Board.

                                   ARTICLE IV

                              Meetings of Directors
                              ---------------------

     Section 1.     Annual and Regular Meetings.  A regular meeting of the Board
     ---------      ---------------------------
of  Directors  shall  be  held  immediately after, and at the same place as, the
annual  meeting  of  stockholders.  In  addition,  the  Board  of  Directors may
provide,  by  resolution,  for  the  holding  of  additional  regular  meetings.

     Section  2.     Special  Meetings.  Special  meetings  of  the  Board  of
     ----------      -----------------
Directors  may  be called by or at the request of the Chairman of the Board, the
President  or any two or more directors, or one director if only one director is
then  in  office.  Such meetings may be held at the time and place designated in
the  notice  of  the  meeting.

     Section  3.     Notice  of  Meetings.
     ----------      --------------------

     A.     Regular  meetings  of  the  Board  of  Directors may be held without
notice.  Written  notice  of  the  time and place of all special meetings of the
Board  of  Directors  shall  be given at least twenty-four (24) hours before the
meeting  and  not  more  than thirty (30) days prior to the meeting; such notice
need  not  specify  the  purpose for which the meeting is called.  Notice of any
meeting  may  be  waived  in writing at any time before or after the meeting and

                                        5

<PAGE>
will  be  waived  by any director by attendance at such meeting, except when the
director  attends  the  meeting  for  the  express purposes of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is  not  lawfully  called  or  convened.

     B.     The  transaction  of  all  business  at  any meeting of the Board of
Directors,  however  called  or  noticed, or wherever held, shall be as valid as
though  had at a meeting duly held after regular call and notice, if a quorum be
present  and  if,  either before or after the meeting, each of the directors not
present  shall  sign  a  written  waiver of notice, or a consent to holding such
meeting,  or  an  approval  of  the minutes thereof.  Neither the business to be
transacted  at,  nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in any written waiver of notice or consent unless
so  required  by  the  Certificate  of  Incorporation or these Bylaws.  All such
waivers, consents or approvals shall be filed with the corporate records or made
a  part  of  the  minutes  of  the  meetings.

   Section  4.  Quorum.  At all meetings of the Board of Directors, the presence
   ----------   ------
of  a majority of the directors shall constitute a quorum for the transaction of
business.  In  the  absence  of a quorum, a majority of the directors present at
any meeting may adjourn from time to time until a quorum is constituted.  Notice
of  the  time  and  place  of  any  adjourned  meeting  need  only  be  given by
announcement  at  the  meeting  at  which  adjournment  is  taken.

   Section  5.  Manner  of  Acting.  Except  as otherwise provided by law, these
   ----------   ------------------
Bylaws  or  the  Certificate of Incorporation of the Corporation, the act of the
majority  of  the  directors  present  at a meeting at which a quorum is present
shall  be  the  act  of  the  Board  of  Directors.

   Section  6.  Action  Without  Meeting.  Unless  otherwise  restricted  by the
   ----------   ------------------------
Certificate  of  Incorporation or these Bylaws, any action required or permitted
to  be  taken  at  any  meeting of the Board of Directors may be taken without a
meeting,  if  all  member of the Board of Directors consent in writing, and such
writing  or  writings  are filed with the minutes of proceedings of the Board of
Directors.

   Section  7.  Telephonic  Meetings.  Members  of  the  Board  of Directors may
   ----------   --------------------
participate  in  a  meeting  of  such  Board by means of conference telephone or
similar  communications equipment by means of which all persons participating i
the meeting can hear each other, and participation in a meeting pursuant to this
Section  shall  constitute  presence  in  person  at  such  meeting.

                                    ARTICLE V

                             Committees of the Board

     Section  1.     Creation.  The Board of Directors may designate two or more
     ----------      --------
directors  to  constitute  an  Executive  Committee or other committees, each of
which, to the extent authorized by law and provided in the resolution shall have
and  may  exercise  all of the authority delegated to the Executive Committee or
other  committee by the Board of Directors in the management of the Corporation,
except  as  set  forth  in  Section  6  of  this  Article  V.

     Section 2.     Vacancy.  Any vacancy occurring on an Executive Committee or
     ---------      -------
other  committee  shall  be  filled  by  the  Board  of  Directors.

                                        6
<PAGE>

   Section 3.  Removal.  Any member of an Executive Committee or other committee
   ---------   -------
may  be  removed  at any time, with or without cause, by the Board of Directors.

   Section  4.  Minutes.  The  Executive Committee or other committee shall keep
   ----------   -------
regular  minutes  of  its  proceedings  and  report  the  same to the Board when
requested.

   Section  5.  Responsibility  of  Directors.  The  designation of an Executive
   ----------   -----------------------------
Committee  or  other committee and the delegation thereto of authority shall not
alone  operate  to  relieve the Board of Directors or any member thereof, of any
responsibility  or  liability  imposed  upon  it  or  him  by  law.

   Section  6.  Restrictions on Committees.  Neither the Executive Committee nor
   ----------   --------------------------
any  other  committee  shall  have  the  authority  to:  (a) approve or adopt or
recommend  to  the  stockholders, any action or matter expressly required by the
Delaware  General  Corporation  Law  to  be  submitted  to  the stockholders for
approval;  (b)  adopt,  amend  or  repeal  Bylaws;  (c) amend the Certificate of
Incorporation;  (d)  authorize distributions; (e) fill vacancies on the Board of
Directors  or  on  any  of  its  committees;  (f)  approve  a plan of merger not
requiring  shareholder  approval;  (g)  authorize  or  approve  reacquisition of
shares,  except  according  to  a  formula  or method prescribed by the Board of
Directors; (h) authorize or approve the issuance or sale or contract for sale of
shares,  or  determine  the  designation  and  relative rights, preferences, and
limitations  of  a  class or series of shares, except within limits specifically
prescribed  by the Board of Directors; (i) fix compensation of the directors for
serving  on the Board or on any committee; or (j) amend or repeal any resolution
of  the  Board  of  Directors  which  by  its terms shall not be so amendable or
repealable.
                                   ARTICLE VI

                                    Officers
                                    --------
     Section  1.     Offices.  The Board of Directors shall elect a President or
     ----------      -------
a  Vice  President  and  a  Secretary  or  Assistant Secretary, and may elect or
appoint  a  chief  executive  officer,  one or more vice presidents, one or more
assistant  secretaries,  a  treasurer  or  chief financial officer, and other or
additional  officers as in its opinion are desirable for conduct of the business
of  the Corporation.  The Board of Directors may elect from its own membership a
Chairman  of  the  Board.  The  Board of Directors may by resolution empower any
officer  or  officers  of the Corporation to appoint from time to time such vice
presidents  and other or additional officers as in the opinion of the officer(s)
so  empowered  by the Board are desirable for the conduct of the business of the
Corporation.  Any  two  or  more  offices  may  be  held  by  the  same  person.

     Section  2.     Election  and  Term.  Each officer of the Corporation shall
     ----------      -------------------
hold  office  for  the  term for which he is elected or appointed, and until his
successor  has  been  duly  elected or appointed and has qualified, or until his
death,  resignation or removal pursuant to these Bylaws.  Elections by the Board
of  Directors  may  be  held  at  any  regular  or special meeting of the Board.

   Section 3.  Removal.  Any officer elected by the Board may be removed, either
   ---------   -------
with  or  without  cause,  by  a  vote  of  the Board of Directors.  Any officer
appointed  by another officer or officers may be removed, either with or without
cause,  by either a vote of the Board of Directors or by the officer or officers

                                        7
<PAGE>

given  the power to appoint that officer.  The removal of any person from office
shall  be  without  prejudice  to  the contract rights, if any, of the person so
removed.

   Section  4.  Resignations.  Any  officer  may  resign  at  any time by giving
   ----------   -----------
written notice to the Board of Directors or to the President or Secretary of the
Corporation.  Any such resignation shall take effect upon receipt of the notice.

   Section  5.  Vacancies.  A  vacancy  in  any  office  because  of  death,
   ----------   ---------
resignation,  removal, disqualification, or any other cause, shall be filled for
the  unexpired  portion of the term in the manner prescribed by these Bylaws for
regular  appointment  or  elections  to  such  offices.

   Section  6.  Compensation.  The  compensation  of  all  officers  of  the
   ----------   ------------
Corporation  shall be fixed by the Board of Directors, except that the Board may
delegate  to  any  officer  who  has been given the power to appoint subordinate
officers,  the  authority  to  fix  the salaries of such appointed officers.  No
officer  shall  be  prevented from receiving a salary as an officer by reason of
the  fact  that  the  officer  is  also  a  member  of  the  Board of Directors.

   Section  7.   Chairman  of the Board. The Chairman of the Board of Directors,
   ----------   ----------------------
if  elected,  shall  preside at all meetings of the Board of Directors and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors  or  by  these  Bylaws.

   Section  8.  Chief  Executive  Officer.  The  Chief  Executive  Officer,  if
   ----------   -------------------------
elected,  shall  be the principal executive officer of the Corporation and shall
preside  at meetings of the Board of Directors in the absence of the Chairman of
the  Board.  The  Chief  Executive  Officer  shall be subject to the control and
direction  of  the  Board  of  Directors,  and  shall  supervise and control the
management  of  the  Corporation.

   Section  9.  President.  If  no  Chief  Executive  Officer  is  elected,  the
   ----------   ---------
President shall be the principal executive officer of the Corporation, and shall
preside  at meetings of the Board of Directors in the absence of the Chairman of
the  Board  and  the Chief Executive Officer.  The President shall be subject to
the  control  and  direction of the Board of Directors, and in general, he shall
perform  all duties incident to the office of President and such other duties as
may  be  prescribed by the Board of Directors, the Chairman of the Board, or the
Chief  Executive  Officer  from  time  to  time.

   Section  10.  Vice Presidents.  In the absence or disability of the President
   -----------   ---------------
or  in the event of his death, inability or refusal to act, the Vice Presidents,
in  the order of their length of service as such, unless otherwise determined by
the  Board of Directors, shall perform the duties and exercise the powers of the
President.  In  addition, the Vice President shall perform such other duties and
have  such  other  powers  as  the  Board  of  Directors  shall  prescribe.

     Section  11.     Secretary  and  Assistant  Secretary.  The Secretary shall
     -----------      ------------------------------------
attend all meetings of the stockholders and of the Board of Directors, and shall
record  all  acts  and  proceedings  of  such meetings in the minute book of the
Corporation.  The Secretary shall give notice in conformity with these Bylaws of
all  meetings  of the stockholders and of all meetings of the Board of Directors
requiring  notice.  The  Secretary  shall  perform all other duties given him in

                                        8

<PAGE>

these  Bylaws  and  other  duties commonly incident to his office and shall also
perform  such  other duties and have such other powers as the Board of Directors
shall  designate  from  time  to  time.  The  President may direct any Assistant
Secretary  to  assume  and perform the duties of the Secretary in the absence or
disability  of  the  Secretary, and each Assistant Secretary shall perform other
duties  commonly incident to his office and shall also perform such other duties
and  have  such  other  powers  as the Board of Directors or the President shall
designate  from  time  to  time.

     Section  12.     Chief  Financial  Officer  or  Treasurer  and  Assistant
     -----------      --------------------------------------------------------
Treasurer.  The  Chief  Financial Officer or Treasurer shall keep or cause to be
kept  the  books  of account of the Corporation in a thorough and proper manner,
and  shall render statements of the financial affairs of the Corporation in such
form  and  as often as required by the Board of Directors or the President.  The
Chief  Financial  Officer  or  Treasurer,  subject  to the order of the Board of
Directors,  shall  have  the  custody  of  all  funds  and  securities  of  the
Corporation.  The  Chief  Financial  Officer  or  Treasurer  shall perform other
duties commonly incident to his officer and shall also perform such other duties
and  have  such  other  powers  as the Board of Directors or the President shall
designate from time to time. The President may direct any Assistant Treasurer to
assume and perform the duties of the Chief Financial Officer or Treasurer in the
absence  or  disability  of  the  Chief Financial Officer or Treasurer, and each
Assistant  Treasurer  shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the Board
of  Directors  or  the  President  shall  designate  from  time  to  time.

   Section  14.  Duties of Officers May Be Delegated.  In case of the absence of
   -----------   ----------------------------------
any  officer  of the Corporation or for any other reason that the Board may deem
sufficient,  the  Board may delegate the powers or duties of such officer to any
other  officer  or to any director for the time being provided a majority of the
entire  Board  of  Directors  concurs  in  such  delegation.

   Section  15.  Bonds.  The  Board of Directors may, by resolution, require any
   -----------   -----
or  all  officers,  agents  and employees of the Corporation to give bond to the
Corporation,  with sufficient securities, conditioned on faithful performance of
the  duties  of  their  respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.

                                   ARTICLE VII

                                  Capital Stock

     Section  1.     Certificates.  The  interest  of  each stockholder shall be
     ----------      ------------
evidenced  by  a  certificate  representing  shares of stock of the Corporation,
which  shall  be  in  such  form as the Board of Directors may from time to time
adopt and shall be numbered and shall be entered in the books of the Corporation
as they are issued.  Each certificate shall exhibit the holders name, the number
of  shares  and  class  of  shares  and  series,  if any, represented thereby, a
statement  that  the  Corporation  is  organized  under the laws of the State of
Delaware,  and  the  par  value of each share or a statement that the shares are
without  par value.  Each certificate shall be signed by the President or a Vice
President  and the Secretary or an Assistant Secretary or Treasurer or Assistant
Treasurer  and  shall  be  sealed  with  the  seal  of  the  Corporation.

     Section 2.     Transfer of Shares.  Transfer of shares shall be made on the
     ---------      ------------------
stock  transfer  books of the Corporation only upon surrender of the certificate
for  the  shares  sought  to  be  transferred  by the record holder or by a duly

                                        9

<PAGE>

authorized  agent,  transferee  or  legal  representative.  All  certificates
surrendered  for  transfer  shall  be  canceled  before new certificates for the
transferred  shares  shall  be  issued.

   Section  3.     Lost  or  Destroyed  Certificates.  A  new  certificate  or
   ----------      ---------------------------------
certificates  shall  be  issued  in  place  of  any  certificate or certificates
theretofore  issued  by  the  Corporation  alleged to have been lost, stolen, or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate of stock to be lost, stolen, or destroyed.  The Corporation may
require,  as  a  condition  precedent  to  the  issuance of a new certificate or
certificates,  the  owner  of  such  lost,  stolen,  or destroyed certificate or
certificates,  or his legal representative, to advertise the same in such manner
as it shall require or to give to the Corporation a surety bond in such form and
amount  as it may direct as indemnity against any claim that may be made against
the  Corporation  with  respect  to  the  certificate alleged to have been lost,
stolen  or  destroyed.

   Section 4.  Holder of Record.  The Corporation shall be entitled to recognize
   ---------   ----------------
the  exclusive  right of a person registered on its books as the owner of shares
to  receive  dividends,  and  to  vote  as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the  part  of  any  other  person  whether or not it shall have express or other
notice  thereof,  except  as  otherwise  provided  by  the  laws  of  Delaware.

                                  ARTICLE VIII

                               General Provisions

   Section  1.     Distributions  to Stockholders.  The Board of Directors may
   ----------      ------------------------------
from  time to time authorize, and the Corporation may make, distributions to its
stockholders  (including,  without  limitation,  dividends  and  distributions
involving  acquisition  of  the Corporation's shares) in the manner and upon the
terms  and  conditions  provided  by  law,  and subject to the provisions of its
Certificate  of  Incorporation.

   Section  2.     Seal.  The seal of the Corporation shall be in such form as
   ----------      ----
the  Board  of  Directors  may  from  time  to  time  determine.

   Section  3.  Depositories  and Checks.  All funds of the Corporation shall be
   ----------   ------------------------
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors may from time to time designate and shall
be  drawn  out  on  checks,  drafts  or  other  orders  signed  on behalf of the
Corporation by such person or persons as the Board of Directors may from time to
time  designate.

   Section 4.  Loans.  No loans shall be contracted on behalf of the Corporation
   ---------   -----
and no evidence of indebtedness shall be issued in its name unless authorized by
a  resolution  of  the  Board  of  Directors.  Such  authority may be general or
defined  to  specific  instances.

   Section  5.  Fiscal  Year.  The fiscal year of the Corporation shall be fixed
   ----------   ------------
by  the  Board  of  Directors.

                                       10

<PAGE>

   Section  6.  Contracts.  The  Board of Directors may authorize any officer or
   ----------   ---------
officers, agent or agents, to enter into any contract or execute and deliver any
instrument  on  behalf  of the Corporation, and such authority may be general or
confined  to  specific  instances.

                                   ARTICLE IX

                                   Amendments

     Except as otherwise provided herein, in the Certificate of Incorporation or
in  the  Delaware  General Corporation Law, these Bylaws (including this Article
IX)  may  be amended or repealed and new Bylaws may be adopted at any regular or
special meeting of the Board of Directors.  The Board of Directors shall have no
power  to  amend or repeal any Bylaw, or to adopt any new Bylaw, which in either
case has the effect of: (1) requiring the presence of more votes for a quorum of
any  voting  group  of  stockholders than is required by law; (2) requiring more
affirmative  votes  to  constitute  action  on a particular matter by any voting
group  of  stockholders  than  are required by law; (3) changing the size of the
Board  of  Directors  from  a  fixed  number  to a variable-range or vice versa,
changing the range of a variable-range size board, or expanding the authority of
the  Board  of  Directors  to  otherwise increase, decrease or fix the number of
directors;  (4)  classifying  and  staggering  the election of directors; or (5)
expanding  the  right(s)  of  directors  to indemnification from the Corporation
beyond  the  indemnification  authorized  or mandated under the Delaware General
Corporation  Law.

     No  Bylaws  adopted,  amended  or  repealed  by  the  stockholders  may  be
readopted,  amended or repealed by the Board of Directors unless the Certificate
of  Incorporation or a Bylaw adopted by the stockholders authorizes the Board of
Directors  to  adopt,  amend  or  repeal  that  particular  Bylaw  or the Bylaws
generally.

                                    ARTICLE X

                                 Indemnification
                                 ---------------

     Any person who at any time serves or has served as a director or officer of
the  Corporation,  or in such capacity at the request of the Corporation for any
other  foreign  or  domestic  corporation,  partnership, joint venture, trust or
other enterprise, or as trustee or administrator under an employee benefit plan,
shall  have  a  right to be indemnified by the Corporation to the fullest extent
permitted  by  law  against  (a) reasonable expenses, including attorneys' fees,
actually  and  necessarily  incurred  by  him in connection with any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative  or  investigative, and whether or not brought by or on behalf of
the  Corporation, seeking to hold him liable by reason of the fact that he is or
was  acting  in  such  capacity,  and  (b)  reasonable  payments  made by him in
satisfaction  of  any  judgment,  money  decree, fine, penalty or settlement for
which  he  may  have  become  liable  in  any  such  action, suit or proceeding.

     To  the extent permitted by law, expenses incurred by a director or officer
in defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation  in  advance  of  the  final  disposition  of  such  action, suit or
proceeding,  upon  receipt of an undertaking by or on behalf of such director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled  to  be  indemnified  hereunder  by  the  Corporation.

                                       11

<PAGE>

     If  a person claiming a right to indemnification under this Section obtains
a  non-appealable  judgment  against  the  Corporation  requiring  it  to  pay
substantially  all  of  the  amount  claimed,  the claimant shall be entitled to
recover  from the Corporation the reasonable expense (including reasonable legal
fees)  of  prosecuting  the action against the Corporation to collect the claim.

     Notwithstanding  the  foregoing provisions, the Corporation shall indemnify
or  agree to indemnify any person against liability or litigation expense he may
incur  if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and with respect to any
criminal  action  or  proceeding,  if  he had no reasonable cause to believe his
action  was  unlawful.

     The Board of Directors of the Corporation shall take all such action as may
be  necessary  and  appropriate  to  authorize  the  Corporation  to  pay  the
indemnification  required  by  this  Bylaw, including without limitation, to the
extent  needed,  making  a  good  faith  evaluation  of  the manner in which the
claimant  for  indemnity acted and of the reasonable amount of indemnity due him
and  giving  notice  to,  and  obtaining  approval  by,  the stockholders of the
Corporation.

     Any  person  who at any time after the adoption of this Bylaw serves or has
served  in  any  of the aforesaid capacities for or on behalf of the Corporation
shall  be  deemed  to  be  doing  or  to  have  done so in reliance upon, and as
consideration  for,  the  right  of  indemnification provided herein. Such right
shall  inure  to the benefit of the legal representatives of any such person and
shall  not be exclusive of any other rights to which such person may be entitled
apart  from  the  provision  of  this  Bylaw.

     Unless  otherwise provided herein, the indemnification extended to a person
that  has  qualified  for indemnification under the provisions of this Article X
shall  not  be  terminated when the person has ceased to be a director, officer,
employee  or  agent for all causes of action against the indemnified party based
on  acts  and events occurring prior to the termination of the relationship with
the  Corporation  and  shall  inure  to  the benefit of the heirs, executors and
administrators  of  such  person.


                                       12

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</TEXT>
</DOCUMENT>
