<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>7
<FILENAME>e500678_ex3-4.txt
<DESCRIPTION>BY LAWS
<TEXT>

                                     BY-LAWS

                                       OF

                           MILLBROOK ACQUISITION CORP.

                            (A Delaware Corporation)

                                   -----------

                                    ARTICLE 1

                                   DEFINITIONS

      As used in these By-laws, unless the context otherwise requires, the term:

      1.1 "Assistant Secretary" means an Assistant Secretary of the Corporation.

      1.2 "Assistant Treasurer" means an Assistant Treasurer of the Corporation.

      1.3 "Board" means the Board of Directors of the Corporation.

      1.4 "By-laws" means the initial by-laws of the Corporation, as amended
from time to time.

      1.5 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

      1.6 "Corporation" means Millbrook Acquisition Corp.

      1.7 "Directors" means the directors of the Corporation.

      1.8 "General Corporation law" means the General Corporation Law of the
State of Delaware, as amended from time to time.

      1.9 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

      1.10 "President" means the President of the Corporation.

      1.11 "Secretary" means the Secretary of the Corporation.

      1.12 "Stockholders" means the stockholders of the Corporation.

<PAGE>

      1.13 "Stockholders' Agreement" means that certain Stockholders' Agreement
among the Corporation and its Stockholders.

      1.14 "Treasurer" means the Treasurer of the Corporation.

      1.15 Certain other capitalized terms used in these By-laws without
definitions have the meanings set forth in the Stockholders' Agreement.

                                    ARTICLE 2

                                  STOCKHOLDERS

      2.1 Place of Meetings. Every meeting of the stockholders shall be held at
the office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed pursuant to the direction of the
Board in the notice of such meeting or in the waiver of notice thereof.

      2.2 Annual Meeting. A meeting of stockholders shall be held annually for
the election of directors or the transaction of other business at such hour and
on such business day in April or May as may be determined by the Board and
designated in the notice of meeting.

      2.3 Deferred Meeting for Election of Directors. Etc. If the annual meeting
of stockholders for the election of directors and the transaction of other
business is not held on the date fixed in Section 2.2, the Board shall call a
meeting of stockholders for the election of directors and the transaction of
other business as soon thereafter as convenient.

      2.4 Other Special Meetings. A special meeting of stockholders (other than
a special meeting for the election of directors), unless otherwise prescribed by
statute, may be called at any time by the Board. At any special meeting of
stockholders only such business may be transacted which is related to the
purpose or purposes of such meeting set forth in the notice thereof given
pursuant to Section 2.6 of the By-laws or in any waiver of notice thereof given
pursuant to Section 2.7 of the By-laws.

      2.5 Fixing Record Date. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the 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 may fix, in advance, a
date as the record date for any such determination of stockholders. Such date
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no such record
date is fixed:

            2.5.1 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;

<PAGE>

            2.5.2 The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written
consent to such action is expressed;

            2.5.3 The record date for determining stockholders for any purpose
other than that specified in Sections 2.5.1 and 2.5.2 shall be at the close of
business on the day on which the Board adopts the resolution relating thereto.
When a determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
mew record date for the adjourned meeting.

      2.6 Notice of Meetings of Stockholders. Except as otherwise provided in
Sections 2.5 and 2.7 of the By-laws, whenever under the General Corporation Law
or the Certificate of Incorporation or the By-laws, stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
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. A copy of the notice of
any meeting shall be given, personally or by mail, not less than ten nor more
than sixty days before the date of the meeting, to each stockholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the stockholder at his or her address as it appears on the records
of the Corporation. An affidavit of the Secretary or an Assistant Secretary or
of the transfer agent of the Corporation that the notice required by this
section has been given shall, in the absence of fraud, be prima facie evidence
of the facts stated therein. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called. If, however, the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

      2.7 Waivers of Notice. Whenever notice is required to be given to any
stockholder under any provision of the General Corporation Law or of the
certificate of incorporation or the By-laws, a written waiver thereof, signed by
the stockholder entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. 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. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

      2.8 List of Stockholders. The Secretary shall prepare and make, or cause
to be prepared and made, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in

<PAGE>

alphabetical order, and 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 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

      2.9 Quorum of Stockholders; Adjournment. The holders of a majority of the
shares of stock entitled to vote at any meeting of stockholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of stockholders, it shall be broken for purposes of such meeting by the
subsequent withdrawal of any stockholders necessary to constitute such quorum
prior to the adjournment of such meeting. The holders of a majority of the
shares of stock present in person or represented by proxy at any meeting of
stockholders, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place.

      2.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every stockholder of record shall be entitled at every meeting of
stockholders to one vote for each share of capital stock standing in his or her
name on the record of stockholders determined in accordance with Section 2.5 of
the By-laws. If the Certificate of Incorporation provides for more or less than
one vote for any share on any matter, every reference in the By-laws or the
General Corporation law to a majority or other proportion of Stock shall refer
to such majority or other proportion of the votes of such stock. The provisions
of Sections 212 and 217 of the General Corporation law shall apply in
determining whether any shares of capital stock may be voted and the persons, if
any, entitled to vote such shares; but the Corporation shall be protected in
treating the persons in whose names shares of capital stock stand on the record
of stockholders as owners thereof for all purposes. At any meeting of
stockholders at which a quorum is present, all matters, except as otherwise
provided by law or by the Certificate of Incorporation or by these By-laws or by
the Stockholders' Agreement, shall be decided by a majority of the votes cast at
such meeting by the holders of shares present in person or represented by proxy
and entitled to vote thereon. All elections of directors shall be by written
ballot unless otherwise provided in the Certificate of Incorporation. In voting
on any other question on which a vote by ballot is required by law, the voting
shall be by ballot. Each ballot shall be signed by the stockholder voting or by
his proxy, and shall state the number of shares voted. On all other questions,
the voting may be viva voce. Every stockholder entitled to vote at a meeting of
stockholders or to consent or dissent without a meeting may authorize another
person or persons to act for him by proxy. The validity and enforceability of
any proxy shall be determined in accordance with Section 212 of the General
Corporation Law.

      2.11 Selection and Duties of the Inspectors at Meetings of Stockholders.
The Board, in advance of any meeting of stockholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any stockholder entitled to vote thereat shall, appoint one or more

<PAGE>

inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of such inspector's ability. The inspector or inspectors
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, and determine the
result. On request of the person presiding at the meeting or any stockholder
entitled to vote thereat, the inspector or inspectors shall make a report in
writing of any challenge, question or matter determined by such inspector(s) and
execute a certificate of any fact found by such inspector(s). Any report or
certificate made by the inspector(s) shall be prima facie evidence of the facts
stated and of the vote as certified by such inspector(s).

      2.12 Organization. At every meeting of stockholders an officer or Director
of the Corporation chosen by the majority of the Board of Directors shall act as
chairperson of the meeting. The Secretary or in his or her absence one of the
Assistant Secretaries, shall act as secretary of the meeting. In case none of
the officers above designated to act as chairperson or secretary of the meeting,
respectively, shall be present, a chairperson or secretary of the meeting, as
the case may be, shall be chosen by a majority of the votes cast at such meeting
by the holders of shares of capital stock present in person or represented by
proxy and entitled to vote at the meeting.

      2.13 Order of Business. The order of business at all meetings of
stockholders shall be determined by the chairperson of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

      2.14 Written Consent of Stockholders Without a Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. 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.

      2.15 Certain Actions Requiring Management Group Vote. Notwithstanding the
foregoing, any vote of stockholders on a matter which requires the consent of a
Management Director under the Stockholders' Agreement shall not be valid unless
a majority of the shares of common stock owned of record and beneficially by the
Management Group is voted in favor of the action determined by the majority vote
of stockholders.

<PAGE>

                                    ARTICLE 3

                                    DIRECTORS

      3.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board. The Board may adopt such rules
and regulations, not inconsistent with the Certificate of Incorporation or the
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by the By-laws, the Board may exercise all powers and
perform all acts which are not required, by the By-laws or the Certificate of
Incorporation or by law, to be exercised and performed by the stockholders.

      3.2 Number; Qualification; Term of Office. The Board shall consist of one
or more members. The number of directors initially shall be less than two nor
more than five; and may thereafter be changed from time to time by action of the
stockholders or of the Board. Directors need not be stockholders. Each director
shall hold office until his or her successor is elected and qualified or until
his or her earlier death, resignation or removal.

      3.3 Election. Directors shall, except as otherwise required by law or by
the Certificate of Incorporation, be elected by a plurality of the votes cast at
a meeting of stockholders by the holders of shares entitled to vote in the
election.

      3.4 New Created Directorships and Vacancies. Unless otherwise provided in
the Certificate of Incorporation and subject to the provisions of the
Stockholders' Agreement, newly created directorships resulting from an increase
in the number of directors and vacancies occurring in the Board for any reason,
including the removal of directors without cause, may be filled by vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, at any meeting of the Board or may be elected by a
plurality of the votes cast by the holders of shares of capital stock entitled
to vote in the election at a special meeting of stockholders called for that
purpose. A director elected to fill a vacancy shall be elected to hold office
until his or her successor is elected arid qualified, or until his or her
earlier death, resignation or removal.

      3.5 Resignations. Any director may resign at any time by written notice to
the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.

      3.6 Removal of Directors. Except as otherwise provided by law or by the
provisions of the Stockholders' Agreement, any or all of the directors may be
removed with or without cause, by vote of the holders of a majority of the
shares then entitled to vote at an election of directors.

<PAGE>

      3.7 Compensation. Each director, in consideration of his or her service as
such, shall be entitled to receive from the Corporation such amount per annum
(or other compensation, including options to acquire shares of the Corporation's
capital stock) or such fees for attendance at directors' meetings, or both, as
the Board may from time to time determine, together with reimbursement for the
reasonable expenses incurred by him or her in connection with the performance of
such director's duties. Each director who shall serve as a member of any
committee of directors in consideration of his or her serving as such shall be
entitled to such additional amount per annum or such fees for attendance at
committee meetings, or both, as the Board may from time to time determine,
together with reimbursement for the reasonable expenses incurred by him or her
in the performance of such director's duties. Nothing contained in this section
shall preclude any director from serving the Corporation or its subsidiaries in
any other capacity and receiving proper compensation therefor.

      3.8 Place and Time of Meetings of the Board. Meetings of the Board,
regular or may be held at any place within or without the State of Delaware. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to resolution of the Board)
in the notice of the meeting.

      3.9 Annual Meetings. On the day when and at the place where the annual
meeting of stockholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purpose of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.11
of the By-laws for special meetings of the Board or in a waiver of notice
thereof.

      3.10 Regular Meetings. Regular meetings of the Board may be held at such
times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.

      3.11 Special Meetings. Special meetings of the Board shall be held
whenever called by the President or the Secretary or by any two or more
directors. Notice of each special meeting of the Board shall, if mailed, be
addressed to each director at the address designated by him or her for that
purpose or, if none is designated, at such director's last known address at
least five (5) days before the date on which the meeting is to be held; or such
notice shall be sent to each director at such address by telegraph, cable, or
telecopier (with confirmation of receipt), or be delivered to him or her
personally, at least two (2) days before the date on which such meeting is to be
held. Every such notice shall state the time and place of the meeting but need
not state the purposes of the meeting, except to the extent required by law. If
mailed, each notice shall be deemed given when deposited, with postage thereon
prepaid, in a post office or official depository under the exclusive care and
custody of the United States Posta1 Service. Such mailing shall be by first
class mail.

<PAGE>

      3.12 Adjourned Meetings. A majority of the directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of he Board need not be given to any director whether or not
present at the time of the adjournment. Any business may be transacted at any
adjourned meeting that might have been transacted at the meeting as originally
called.

      3.13 Waiver of Notice. Whenever notice is required to be given to any
director or member of a committee of directors under any provision of the
General Corporation Law or the Certificate of Incorporation or By-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person 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. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice.

      3.14 Organization. At each meeting of the Board, a chairperson designated
by the majority of the directors present, or, in the absence of such
designation, the President of the Corporation shall preside. The Secretary shall
act as secretary at each meeting of the Board. In case the Secretary shall be
absent from any meeting of the Board, an Assistant Secretary shall perform the
duties of secretary at such meeting; and in the absence from any such meeting of
the Secretary and Assistant secretaries, the person presiding at the meeting may
appoint any person to act as secretary of the meeting.

      3.15 Quorum of Directors. Three directors then in office shall constitute
a quorum for the transaction of business or of any specified item of business at
any meeting of the Board.

      3.16 Action by the Board. All corporate action taken by the Board or any
committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
of such committee, as the case may be, by means of 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 3.16 shall constitute presence in person at such meeting. Except as set
forth in Section 5.6 of the Stockholders' Agreement and except as otherwise
provided by the Certificate of Incorporation or by law, the vote of a majority
of the directors present (including those who participate by means of conference
telephone or similar communications equipment) at the time of the vote, if a
quorum is present at such time, shall be the act of the Board.

<PAGE>

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

      The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. Subject to the Stockholders' Agreement, the
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Subject to the Stockholders' Agreement, in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member(s) constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending
the Certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or revocation of a
dissolution, or amending the By-laws of the Corporation; and unless the
resolution designating it expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the of stock.

                                    ARTICLE 5

                                    OFFICERS

      5.1 Officers. The Board shall elect a President, a Secretary and a
Treasurer, and may elect or appoint one or more Vice Presidents and such other
officers as it may determine. The Board may designate one or more Vice
Presidents as Executive Vice Presidents, and may use descriptive words or
phrases to designate the standing, seniority or area of special competence of
the Vice Presidents elected by appointed by it. Each officer shall hold his
office until his or her successor is elected and qualified or until such
officer's earlier death, resignation or removal in the manner provided in
Section 5.2 of the By-laws. Any two or more offices may be held in the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his or her duties, in such amount and with such
sureties as the Board may determine. All officers, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be provided in the By-laws or as the Board may from
time to time determine.

      5.2 Removal of Officers. Any officers elected or appointed by the Board
may be removed by the Board with or without cause. The removal of an officer
without cause shall be without prejudice to such officer's contract rights, if
any. The election or appointment of an officer shall not of itself create
contract rights.

<PAGE>

      5.3 Resignations. Any officer may resign at any time in writing by
notifying the Board or the President or the Secretary. Such resignation shall
take effect at the date of receipt of such notice or at such later time as is
therein specified, and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective. The resignation of an
officer shall be without prejudice to the contract rights of Corporation, if
any.

      5.4 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 in the By-laws for the regular
election or appointment to such office.

      5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that such officer
is also a director.

      5.6 President. The President shall have general supervision over the
business of the Corporation, subject, however, to the control of the Board and
of any duly authorized committee of directors. The President may, with the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer,
sign certificates for shares of capital stock of the Corporation. The President
may sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments authorized by the Board, except in cases where
the signing and execution thereof shall be expressly delegated by the Board or
by the By-laws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and, in general the
President shall perform all duties incident to the office of President and such
other duties as from time to time may be assigned to the President by the Board.

      5.7 Vice Presidents. At the request of the President, or in the
President's at the request of the Board, the Vice Presidents shall (in such
order as may be designated by the Board or in the absence of any such
designation in order of seniority based on age) perform all of the duties of the
President and so acting shall have all the powers of arid be subject to all
restrictions upon the President. Any Vice President may also, with the Secretary
or Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation; may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts, and
other instruments authorized by the Board, except in cases where the signing and
execution thereof shall be expressly delegated by the Board or by the By-laws to
some other officer or agent of the Corporation, or shall be required by law
otherwise to be signed or executed; and shall perform such other duties as from
time to time may be assigned to him or her by the Board or by the President.

      5.8 Secretary. The Secretary, if present, shall act as secretary of all
meetings of the stockholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; the
secretary shall see that all notices required to be given by the Corporation are
duly given and served; the secretary may, with the President or Vice President,
sign certificates for shares of capital stock of the Corporation; the Secretary
shall be custodian of the seal of the Corporation, or facsimile thereof, all
certificates for shares of capital stock of the Corporation and all documents
the execution of which on behalf of the Corporation under its corporate seal is
authorized in accordance with the provisions of the By-laws; the Secretary shall

<PAGE>

have charge of the stock ledger and also of the other books, records and papers
of the Corporation relating to its organization and management as a Corporation,
and shall see that the reports, statements and other documents required by law
are properly kept and filed; and shall, in general, perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the Board or by the President.

      5.9 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these By-laws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
By-laws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by the
Treasurer or under the Treasurer's direction full and adequate account of all
moneys received or paid by the Treasurer for the account of the Corporation;
have the right to require, from time to time, reports or statements giving such
information as the Treasurer may desire with respect to any and all financial
transactions of the Corporation from the officers or agents transacting the
same; render to the President or the Board, whenever the President or the Board,
respectively, shall require the Treasurer to do so, an account of the financial
condition of the Corporation and of all his or her transactions as Treasurer;
exhibit at all reasonable times his or her books of account and other records to
any of the directors upon application at the office of the Corporation where
such books and records are kept; and in general, perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to the Treasurer by the Board or by the President; and the Treasurer
may sign, with the President, or a Vice President certificates for shares of
capital stock of the corporation.

      5.10 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries
and Assistant Treasurers shall perform such duties as shall be assigned to them
by the Secretary or by the Treasurer, respectively, or by the Board or by the
President. Assistant Secretaries and Assistant Treasurers may, with the
President or a Vice President, sign certificates for shares of capital stock of
the Corporation.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

      6.1 Execution of Contracts. The Board may authorize any officer, employee
or agent, in the name and on behalf of the Corporation, to enter into any
contract or execute and satisfy any instruments, and any such authority may be
general or confined to Specific instances, or otherwise limited.

      6.2 Loans. Upon the authorization of the Board, the President or any other
officer, employee or agent authorized by the By-laws or by the Board may effect
loans and advances at any time for the Corporation from any bank, trust company
or other institution or from any firm, corporation or individual and for such
loans and advances may make, execute and deliver promissory notes, bonds or

<PAGE>

other certificates or evidences of indebtedness of the Corporation, and when
authorized by the Board to do so may pledge and hypothecate or transfer any
securities or other property of the Corporation as security for any such loans
or advances. Such authority conferred by the Board may be general or confined to
specific instances or otherwise limited.

      6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.

      6.4 Deposits. The funds of the Corporation not otherwise employed shall be
deposited from time to time to the order of the Corporation in such banks, trust
companies or other depositaries as the Board may select or as may be selected by
an officer, employee or agent of the Corporation to whom such power may from
time to time be delegated by the Board.

                                    ARTICLE 7

                               STOCK AND DIVIDENDS

      7.1 Certificates Representing Shares. The shares of capital stock of the
Corporation shall be represented by certificates in such form (consistent with
the provisions of section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and may be sealed with the seal of the Corporation or
a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent or registrar
other than the Corporation itself or its officers or employee. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may, unless otherwise ordered by the Board, be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue.

      7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by such holder's duly authorized attorney appointed by a power of
attorney duly executed and filed with the Secretary or a transfer agent or
registrar of the Corporation, and on surrender of the certificate or
certificates representing such shares of capital stock properly endorsed for
transfer and upon payment of all necessary transfer taxes. Every certificate
exchanged, or surrendered to the Corporation shall be marked "Canceled," with
the date of cancellation, by the Secretary or an Assistant Secretary or the
transfer agent or registrar of the Corporation. A person in whose name shares of
capital stock shall stand on the books of the Corporation shall be deemed the
owner thereof to receive dividends, to vote as such owner and for all other
purposes as respects the Corporation. No transfer of shares of capital stock
shall be valid as against the Corporation, its stockholders and creditors for
any purpose, except to render the transferee liable for the debts of the
Corporation to the extent provided by law, until such transfer shall have been
entered on the books of the Corporation by an entry showing from and to whom
transferred.

<PAGE>

      7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agent and registry offices or agents at
such place or places as may be determined from time to time by the Board.

      7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any
shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, stolen or mutilated. The
Board may, in its discretion, as a condition to the issue of any such new
certificate require the owner of the loss, stolen or mutilated certificate, or
such owner's legal representatives, to make proof satisfactory to the Board of
such loss, destruction, theft or mutilation and to advertise such fact in such
manner as the Board may require, and to give the Corporation and its transfer
agents and registrars, or such of them as the Board may require, a bond in such
form, in such sum and with such surety or sureties as the Board may direct, to
indemnify the Corporation and its transfer agents and registrars against any
claims that may be made against any of them on account of the continued
existence of any such certificate so alleged to have been lost, destroyed,
stolen or mutilated and against any expense in connection with such claim.

      7.5 Regulations. The Board may make such rules and regulations as it may
deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.

      7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing such capital
stock, a restriction, even though permitted by Section 202 of the General
Corporation Law, shall be ineffective except against a person with actual
knowledge of the restriction. A restriction on the transfer or registration of
transfer of capital stock of the Corporation may be imposed either by the
Certificate of Incorporation, by the provisions of the Stockholders' Agreement
or by any other agreement among any number of stockholders or among such
stockholders and the Corporation. No restriction so imposed shall be binding
with respect to capital stock issued prior to the adoption of the restriction
unless the holders of such capital stock are parties to an agreement or voted in
favor of the restriction.

      7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate
of Incorporation and of law, the Board:

            7.7.1 May declare and pay dividends or make other distributions on
the outstanding shares of capital stock in such amounts and at such time or
times as, in its discretion, the condition of the affairs of the Corporation
shall render advisable;

<PAGE>

            7.7.2 May use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants therefor, in accordance with law, or any of
its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness;

            7.7.3 May set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best interests of
the Corporation.

                                    ARTICLE 8

                                 INDEMNIFICATION

      The Corporation shall have the power to indemnify its officers, directors,
employees, and agents, and such other persons as may be designated by the Board
or as may be provided in its By-laws, to the full extent permitted by the laws
of the State of Delaware.

                                    ARTICLE 9

                                BOOKS AND RECORDS

      9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
office of the transfer agent or registrar of the Corporation in Delaware, a
record containing the names and addresses of all stockholders, the number and
class of shares held by each and the dates when they respectively became the
owners of record thereof.

      9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business including its stock ledger, books of account, and
minute books, may be kept on, or be in the form of, diskettes, magnetic tape,
photographs, microphotographs, or any other information storage device, provided
that the records so kept can be converted into clearly legible written form
within a reasonable time. The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.

      9.3 Inspection of Books and Records. Except as otherwise provided by law,
the Board shall determine from time to time whether, and, if allowed, when and
under what conditions and regulations the accounts, books, minutes and other
records of the Corporation shall be open to the inspection of any stockholder or
director.

<PAGE>

                                   ARTICLE 10

                                      SEAL

      The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Delaware."

                                   ARTICLE 11

                                   FISCAL YEAR

      The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.

                                   ARTICLE 12

                              VOTING OF SHARES HELD

      To the extent expressly authorized to do so by resolution of the Board,
the president may, from time to time, appoint one or more attorneys or agents of
the Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of stock or other securities of such
other corporation, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as the
President may deem necessary or proper in the premises; or to the extent
expressly authorized to do so by the Board, the President may attend in person
any meeting of the holders of the stock or other securities of any such other
corporation and thereat vote or exercise any or all other powers of the
Corporation as the holder of such stock or other securities of such other
corporation.

                                   ARTICLE 13

                                   AMENDMENTS

      The By-laws may be altered, amended, supplemented or repealed, or new
By-laws may be adopted, by vote of the holders of the shares entitled to vote in
the election of directors. The By-laws may be altered, amended, supplemented,
repealed, or new By-laws may be adopted, by the Board, provided that the vote of
a majority of the entire Board shall be required to change the number of
authorized directors. Any By-laws adopted, altered, amended or supplemented by
the Board may be altered, amended or supplemented or repealed by the
stockholders entitled to vote thereon. Notwithstanding the foregoing, the
By-laws may not be amended in a manner which violates the provisions of the
Stockholders' Agreement.
</TEXT>
</DOCUMENT>
