Revised as of December 17, 1993


                             BY-LAWS
                               of
                      CACI International Inc
                     (A Delaware Corporation)

                       ARTICLE I.   OFFICES

Section 1.  PRINCIPAL OFFICE

The principal office for the transaction of business of the Corporation is
hereby fixed and located at 1100 North Glebe Road, County of Arlington,
Commonwealth of Virginia. The Board of Directors is hereby granted full power
and authority to change said principal office from one location to another in
said County.

Section 2.  OTHER OFFICES 

Branch of subordinate offices may at any time be established by the Board of
Directors at any place or places where the Corporation is qualified to do
business.

                 ARTICLE II.  MEETING OF SHAREHOLDERS

Section 1.  PLACE OF MEETINGS
 All annual and other meetings of shareholders shall be held either at the
principal office of the Corporation or at any other place which may be
designated either by the Board of Directors pursuant to authority hereafter
granted to said Board, or by written consent of all shareholders entitled to
vote thereat, given either before or after the meeting and filed with the
Secretary of the Corporation.

Section 2.  ANNUAL MEETING

The annual meetings of the shareholders shall be held on the third Friday of
October of each year, at 9:00 o'clock a.m. or at such other date and time, not
inconsistent with Delaware law, as may be approved by the Board of Directors;
provided, however, should said day fall upon a legal holiday, then such annual
meeting of shareholders shall be held at the same time and place on the next
day thereafter which is not a legal holiday.

Written notice of each annual meeting shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of
written communication, charges prepaid, addressed to such shareholder at his
or her address appearing on the books of the Corporation or given by him or
her to the Corporation for the purpose of notice. If a shareholder gives no
address, notice shall be deemed to have been given him or her if sent by mail
or other means of written communication addressed to the place where the
principal office of the Corporation is situated, or if published at least once
in some newspaper of general circulation in the county in which said office is
located. All such notices shall be sent to such shareholder entitled thereto,
not less than twenty (20) days nor more than sixty (60) days before such
annual meeting, and shall specify the place, day, and hour of such meeting,
and shall also state the general nature of the business or proposal to be
considered or acted upon at such meeting before action may be taken at such
meeting on:

(a)     A proposal to sell, lease, convey, exchange, transfer, or otherwise
dispose of all or substantially all of the property or assets of the
Corporation, except under Section 272 of the Delaware General Corporation Law,
and except for a transfer to a wholly-owned subsidiary;

(b)     A proposal to merge or consolidate with another corporation, domestic
or foreign;

(c)     A proposal to reduce the stated capital of the Corporation;

(d)     A proposal to amend the Articles of Incorporation;

(e)     A proposal to wind up and dissolve the Corporation; and

(f)     A proposal to adopt a plan of distribution of shares, securities, or
any consideration other than money in the process of winding up.

Advance Notice of Stockholder Proposed Business at Annual Meeting:  At an
Annual Meeting of the Shareholders, only such business shall be conducted as
shall have been properly brought before the meeting:

(a)     As specified in the notice of the meeting (or any supplement thereto);

(b)     By, or at the direction of, the Board of Directors; or

(c)     Otherwise properly brought before the meeting by a stockholder.

In addition to any other applicable requirements, for business to be properly
brought before an Annual Meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received
at the offices of the Secretary of the Corporation, not less than sixty (60)
days prior to the first anniversary of the date of the last Annual Meeting of
stockholders of the Corporation. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder purposes to bring before the
Annual Meeting (i) a brief description of the business desired to be brought
before the Annual Meeting and reasons for conducting such business at the
Annual Meeting; (ii) the name and record address of the stockholder proposing
such business; (iii) the class and number of shares of the Corporation which
are beneficially owned by the stockholder; and (iv) any material interest of
the stockholder in such business.

Notwithstanding anything in the By-laws to the contrary, no business shall be
conducted at the Annual Meeting except in accordance with the procedures set
forth in this section, provided, however, that nothing in this section shall
be deemed to preclude discussion by any stockholder of any business properly
brought before the Annual Meeting in accordance with said procedure. 

The Chairman of the Annual Meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this section, and if he should so
determine, he shall so declare to the meeting that any such business not
properly brought before the meeting shall not be transacted.

Section 3.  SPECIAL MEETINGS

Special Meetings of the shareholders, for any propose or purposes whatsoever,
may be called any time by the Chairman of the Board, the President, or by the
Board of Directors. Except in special cases where other express provision is
made by statute, notice of such special meetings shall be given in the same
manner as for annual meetings of shareholders.

Notices of any special meeting shall specify, in addition to the place, day
and hour of such meeting, the general nature of the business to be transacted.

Section 4.  ADJOURNED MEETINGS AND NOTICE THEREOF

Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by vote of a majority of the
shares, the holders of which are either present in person or by proxy, but in
the absence of a quorum, no other business may be transacted at such meeting.

When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. In all other instances of adjournment, it
shall not be necessary to give any notice of an adjournment or of the business
to be transacted ad an adjourned meeting, other than by announcement at the
meeting at which such adjournment is taken.

Section 5.  ENTRY OF NOTICE

Whenever any shareholder entitled to vote has been absent from any meeting or
shareholders, whether annual or special, an entry in the minutes to the effect
that notice has been duly given shall be sufficient evidence that due notice
of such meeting was given to such shareholder, as required by the law and the
By-laws of the Corporation.

Section 6.  VOTING

At all meetings of shareholders, every shareholder entitled to vote shall have
the right to vote in person or by proxy the number of shares standing in his
or her name on the stock records of the Corporation. Such vote may be given
viva voce or by ballot; provided, however, that all elections for directors
must be by ballot upon demand made by a shareholder at any election and before
the voting begins.

Section 7.  QUORUM.

The presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting shall constitute a quorum for the transaction
of business. The shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. When a quorum is present at any meeting, a majority in interest of the
stock represented thereat shall decide any question brought before such
meeting, unless the question is one upon which by express provision of law,
the Articles of Incorporation, or these By-laws, a larger or different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 8.  CONSENT OF ABSENTEES

The proceedings and transactions of any meeting of shareholders, either annual
or special, however called and noticed, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
shareholders entitled to vote, not present in person or by proxy, sign a
written waiver of notice, a consent to the holding of such meeting, or an
approval of the minutes thereof. All such waivers, consents, or approvals
shall be filed with the corporate records or made apart of the minutes of the
meeting.

Section 9.  ACTION WITHOUT MEETING

Any action, which under the provisions of Section 228 of the Delaware General
Corporation Law may be taken at a meeting of the shareholders, may be taken
without a meeting if authorized by a writing signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at any meeting at which all
shares entitled to vote thereon were present and voted, and filed with the
Secretary of the Corporation.

Section 10.   PROXIES

Every person entitled to vote or execute consents shall have the right to do
so either in person or by an agent or agents authorized by a written proxy
executed by such person or his or her duly authorized agent and filed with the
Secretary of the Corporation; provided, that no such proxy shall be valid
after the expiration of eleven (11) months from the date of its execution,
unless the shareholder executing it specifies therein the length of time for
which such proxy is to continue in force, which in no case shall exceed seven
(7) years from the date of its execution.

                    ARTICLE III.   DIRECTORS

Section 1.  POWERS

Subject to limitations of the Articles of Incorporation, of the By-laws, and
particularly Article II, Section 6 of these By-laws, and Section 141 of the
Delaware General Corporation Law as to action to be authorized or approved by
the shareholders, and subject to the duties of directors as prescribed by the
By-laws, all corporate power shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be controlled by, the
Board of Directors. Without prejudice to such general powers, but subject to
the same limitations, it is hereby expressly declared that the directors shall
have the following powers, to-wit:

First:   To select and remove all other officers, agent, and employees of the
Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, the Articles of Incorporation or by By-laws, fix their
compensation, and require from them security for faithful service.

Second:   To conduct, manage, and control the affairs and business of the
Corporation, and to make such rules and regulations therefore not inconsistent
with law, the Articles of Incorporation or the By-laws, as they may deem best.

Third:   To change the principal office for the transaction of the business of
the Corporation from one location to another within the same county as
provided in Article I, Section 1 hereof; to fix and locate from time to time,
one or more branch or subsidiary offices of the Corporation within or without
the State of Delaware as provided in Article I, Section 2 hereof; to designate
any place within or without the State of Delaware for the holding of any
shareholders' meetings; and to adopt, make, and use a corporate seal, and to
prescribe the form of certificates of stock, and to alter the form of such
seal and of such stock certificates from time to time, as in their judgment
they may deem best; provided, such seal and such certificates shall at all
times comply with the provisions of the law.

Fourth:   To authorize the issuance of stock of the Corporation from time to
time, upon such terms as may be lawful, in consideration of money paid, labor
done, or services actually rendered, debts or securities canceled, or tangible
or intangible property actually received, or in case of shares issued as a
dividend, against amounts transferred from surplus to stated capital.

Fifth:   To borrow money and incur indebtedness for the purposes of the
Corporation and to cause to be executed and delivered therefore, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, or other evidence of debt and securities
therefore.

Sixth:   To appoint an executive committee and other committees, and to
delegate to the executive committee any of the powers and authority of the
Board in the management of the business and affairs of the Corporation, except
the power to declare dividends and to adopt, amend, or repeal By-laws. The
executive committee shall be composed of two or more directors.

Seventh:   To impose such restriction(s) on the transfer of the stock of the
Corporation, specifically including by way of illustration only, and not of
limitation, e.g., the requirement that such stock not be transferable on the
books of the Corporation except with a simultaneous transfer of the stock of
any other corporation(s), as is or may be permitted by law, and to remove any
such restriction(s) thereon.

Section 2.  NUMBER AND QUALIFICATIONS OF DIRECTORS

   The authorized number of directors of the Corporation shall be a number
between five (5) and nine (9) inclusive, as the Board of Directors from time
to time by vote of a supermajority (a majority plus one) may set, until
changed by amendment of the Articles of Incorporation or by a by-law amending
this Section 2, Article III of these By-laws duly adopted by the vote or
written assents of the shareholders entitled to exercise fifty-one percent
(51%) of the voting power of the Corporation.     

Section 3.  ELECTION AND TERM OF OFFICE

The directors shall be elected at each annual meeting of the shareholders, but
if any such annual meeting is not held, or the directors are not elected
thereat, the directors may be elected at any special meeting of the
shareholders held for that purpose. All directors shall hold office at the
pleasure of the shareholders or until their respective successors are elected.
The shareholders may at any time, either at a regular or special meeting,
remove any director and elect his or her successor.

NOMINATIONS OF DIRECTORS

Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of candidates for
election as directors of the Corporation at any meeting of shareholders may be
made (a) by, or at the direction of, a majority of the Board of Directors, or
(b) by any shareholder of that class of stock entitled to vote for the
election of directors of that class of stock. Only persons nominated in
accordance with the procedures set forth in this section shall be eligible for
election as directors. Such nomination, other than those made by, or at the
direction of the board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to or mailed and received at the office of the Secretary of the
Corporation not less than sixty (60) days prior to the first anniversary of
the date of the last meeting of stockholders of the Corporation called for the
election of directors. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director: (i) the name, age, business address, and
residence address of the person; (ii) the principal occupation of the
employment of the person; (iii) the class and number of shares of capital
stock of the Corporation which are beneficially owned by the person; and (iv)
any other information related to the person that is required to be disclosed
in solicitations for proxies for elections of directors pursuant to Rule 14a
under the Securities Exchange Act of 1934, as amended; and (b) as to the
stockholder giving the notice: (i) the name and record address of the
stockholder, and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The Corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein.

The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting
that the defective nomination shall be disregarded.

Section 4.  VACANCIES

Vacancies in the Board of Directors may be filled by the remaining directors,
though less than a quorum, or by a sole remaining director, and each director
so elected shall hold office until his or her successor is elected at an
annual or special meeting of the shareholders.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in
case of the death, resignation, or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail at
any annual or special meeting of the shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

The shareholders may elect a director of directors at any time to fill any
vacancy or vacancies of a director tendered to take effect at a future time;
the Board or the shareholders shall have the power to elect a successor to
take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his or her term of office.

Section 5.  PLACE OF MEETING

Regular meetings of the Board of Directors shall be held at any place within
or without the State of Delaware which has been designated from time to time
by resolution of the Board or by written consent of all members of the Board.
In the absence of such designation, regular meetings shall be held at the
principal office of the Corporation. Special meetings of the Board may be held
either at a place so designated or at the principal office. 

Section 6.  ORGANIZATION MEETING

Immediately following each annual meeting of shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization,
election of officers, and the transaction of other business. Notice of such
meetings is hereby dispensed with.

Section 7.  OTHER REGULAR MEETINGS

Other regular meetings of the Board of Directors shall be held on the third
Friday of January, April, and July of each year at 9:00 o'clock a.m. thereof;
provided, however, that should said day fall upon a legal holiday, then said
meeting shall be held at the same time and place on the next day thereafter
which is not a legal holiday. Notice of regular meetings of the Board of
Directors is required and shall be given in the same manner as notice of
special meetings of the Board of Directors.

Section 8.  SPECIAL MEETINGS

Special meetings of the board of Directors for any purpose or purposes may be
called at any time by the President, by the Executive Committee, or by any
three (3) members of the Board.

Written notice of the time and place of special meetings shall be delivered
personally to the directors or sent to each director by mail or other form or
written communication, charges prepaid, addressed to him or her at his or her
address as it is shown upon the records of the Corporation, or if it is not
shown on such records or is not readily ascertainable, at the place in which
the meetings of the directors are regularly held. In case such notice is
mailed or telegraphed, it shall be deposited in the U.S. Mail or delivered to
the telegraph company in the place in which the principal office of the
Corporation is located at least one hundred twenty (120) hours prior to the
time of holding of the meeting. In case such notice is delivered personally as
above provided, it shall be so delivered at least forty eight (48) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing, or
delivery as above provided, shall be due, timely, legal and personal notice to
such director.

NOTICE FOR A PARTICULAR SPECIFIED ACTION

Notwithstanding the above requirements for regular or special meetings, the
Chairman of the Board, the Chief Executive Officer, or any two directors may
require at least thirty (30) calendar days notice of any action, by writing
delivered to the Secretary of the Corporation, before or during any regular or
special meeting, and if such notice is given, no vote or written consent may
be taken upon such action until the passage of such time (at another special
meeting or by written consent). Provided, however, if eighty percent (80%) of
the directors agree to waive such notice, the meeting or vote of consent on
such action shall proceed without the requirement for extended notice.

Section 9.  NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting need not be given
to absent directors if the time and place be fixed at the meeting adjourned.

Section 10.  ENTRY OF NOTICE

Whenever any director has been absent from any special meeting of the Board of
Directors, any entry in the minutes as to the effect that notice has been duly
given shall be sufficient evidence that due notice of such special meeting was
given to such director, as required by law and the By-laws of the Corporation.

Section 11.  WAIVER OF NOTICE

The transactions of any meeting of the Board of Directors, however called and
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, signs a
written waiver of notice or a consent to holding such meeting or an approval
of the minutes thereof. All such waivers, consents, or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.

Section 12.  QUORUM  A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. With the exception of Section 4 of this
Article, an action of the directors shall be regarded as the act of the Board
of Directors only if a majority of the entire authorized number of directors
shall vote affirmatively on such action.

Section 13.  ADJOURNMENT

A quorum of the directors may adjourn any directors' meeting to meet again at
a stated time, place, and hour; provided, however, that in the absence of a
quorum, the directors present at any directors' meeting, either regular or
special, may adjourn from time to time, until the time fixed for the next
regular meeting of the Board.

Section 14.  ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under
any provision of law or these By-laws may be taken without a meeting if all
members shall individually or collectively consent in writing to such action.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors, any certificate or
other document filed under any provisions of the Delaware General Corporation
Law which related to action so taken shall state that the action was taken by
unanimous written consent of the Board of Directors without a meeting and that
the By-laws authorize the directors to so act, and such statement shall be
prima facie evidence of such authority.

Section 15.  FEES AND COMPENSATION

Directors shall not receive any stated salary for their services as directors,
but, by resolution of the Board of Directors, a fixed fee, with or without
expenses of attending, may be allowed for attendance at each meeting. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation therefore.

                      ARTICLE IV.   OFFICERS

Section 1.  OFFICERS

The officers of the Corporation shall be:

1.     Chairman of the Board 
2.     President
3.     Vice President
4.     Secretary
5.     Treasurer

The Corporation may also have, at the discretion of the Board of Directors,
one or more additional vice presidents, one or more assistant secretaries, one
or more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article. Officers other
than the President and Chairman of the Board of Directors need not be
directors. One person may hold two or more offices, except those of President
and Secretary.

Section 2.  ELECTIONS

The officers of the Corporation, except such officers as may be appointed in
accordance with the provisions of Sections 3 or 5 of this Article, shall be
chosen annually by the Board of Directors, and each shall hold his or her
office at the pleasure of the Board of Directors, who may, either at a regular
or special meeting, remove any such officers and appoint his or her successor.

Section 3.  SUBORDINATE OFFICERS, ETC

The Board of Directors may appoint such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in the By-laws or as
the Board of Directors may from time to time determine.

Section 4.  REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by a majority of the
directors at the time in office, at a regular or special meeting of the Board,
or, except in the case of an officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be conferred by the Board of
Directors.

Any officer may resign at any time by giving written notice to the Board of
Directors or to the President, or to the Secretary of the Corporation. Any
such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 5.  VACANCIES

A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed
in the By-laws for regular appointments to such office.

Section 6.  CHAIRMAN OF THE BOARD

The Chairman of the Board, if there shall be such an officer, shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to
him or her by the Board of Directors as prescribed by the By-laws.

Section 7.  PRESIDENT

Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, if there be such an officer, the
President shall be the Chief Executive Officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and affairs of the Corporation. He
shall preside at all meetings of the shareholders, and in the absence of the
Chairman of the Board, or if there be none, at all meetings of the Board of
Directors. He shall be ex-officio a member of all the standing committees,
including the Executive Committee, if any, and shall have the general powers
and duties of management usually vested in the office of president of a
Corporation, and shall have such other powers and duties as may be prescribed
by the Board of Directors or by the By-laws.

Section 8.  VICE PRESIDENT

In the absence or disability of the President, the Chairman of the Board or in
the event of his absence or disability, the Vice Presidents in order of their
rank as fixed by the Board of Directors, or if not ranked, the Vice President
designated by the Board of Directors, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all restrictions upon, the President. Absence and disability are defined as
follows: absence is physical absence from the Corporation's principal place of
business and unreachable by telephone for a period of forty-eight (48) hours.
Disability is the inability of the President to perform his duties on an
ongoing basis.

The Senior Vice President and each other Vice President shall have such other
powers and perform such duties as are authorized by the laws of Delaware and
as are delegated to them respectively from time to time by the board of
Directors or the By-laws.

Section 9.  SECRETARY

The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of
all meetings of directors and shareholders, with the time and place of
holding, whether regular or special, and if special, how authorized, the
notice thereof given, the names of those directors and shareholders present,
the names of those present at the directors' meeting, the number of shares
present or represented at shareholders' meetings, and the proceedings thereof.

The Secretary shall keep or cause to be kept, at the principal office or at
the office of the Corporation's transfer agent, a share register or a
duplicate share register showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and the
date of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given, notice of all meetings of
shareholders and the Board of Directors, as required by the By-laws or by law
to be given, and he or she shall keep the seal of the Corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or the By-laws.

Section 10.   TREASURER

The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of
the Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital surplus, and surplus shares. Any
surplus, including earned surplus, paid-in surplus, and surplus arising from a
reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all times be open for
inspection by any director.

The Treasurer shall deposit all monies and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated by
the Board of Directors. He or she shall disburse the funds of the Corporation
as may be ordered by the Board of Directors and shall render to the President
and directors, when they request it, an account of all of his or her
transactions as Treasurer and of the financial condition of the Corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the By-laws.

                   ARTICLE V.  MISCELLANEOUS

Section 1.   RECORD DATE AND CLOSING STOCK BOOKS

A.    Fixed Date

The Board of Directors may fix a time, in the future, not less than twenty
(20) nor more than sixty (60) days preceding the date of any meeting of
shareholders, and not more than sixty (60) days preceding the date fixed for
the payment of any dividend or distribution, or for the allotment of rights,
or when any change, conversion, or exchange of shares shall go into effect, as
a record date for the determination of the shareholders entitled to notice of
and to vote at any such meeting, or entitled to receive any such dividend or
distribution, or any such allotment of rights, or to exercise the rights in
respect to any such change, conversion, or exchange of shares, and in such
case only shareholders of record on the date so fixed shall be entitled to
notice of and to vote at such meeting, or to receive such rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
Corporation after any record date fixed as aforesaid. The Board of Directors
may close the books of the Corporation against transfer of shares during the
whole, or any part of any such period.

B.     No Fixed Date

As an alternative to an action taken under Subsection A of this Section 1 of
Article V, if no record date has been or is fixed for the purpose of
determining shareholders entitled to receive payment of any dividend, the
record date for such purpose shall be at the close of business of the date on
which the Board of Directors adopts the resolution relating thereto.

Section 2.  INSPECTION OF CORPORATE RECORDS

The share register or duplicate share register, the books of account, and
minutes of proceedings of the shareholders and directors shall be open to
inspection upon the written demand of any shareholder or the holder of a
voting trust certificate, at any reasonable time, and for a purpose reasonably
related to his or her interests as a shareholder, and shall be exhibited at
any time when required by the demand of ten percent (10%) of the shares
represented at any shareholders' meeting. Such inspection may be made in
person or by an agent or attorney, and shall include the right to make
extracts. Demand of inspection other than at a shareholders' meeting shall be
made in writing upon the President, Secretary, or Assistant Secretary of the
Corporation.

Section 3.  CHECKS, DRAFTS, ETC.

All checks, drafts, or other orders for payment of money, notes, or other
evidence of indebtedness issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board of
Directors.

Section 4.  CONTRACTS, ETC.:  HOW EXECUTED

The Board of Directors, except as the By-laws or Articles of Incorporation
otherwise provide, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board of Directors, no officer,
agent, or employee shall have any power or authority to bind the Corporation
by any contract or agreement or to pledge its credit to render it liable for
any purpose or to any amount.

Section 5.  ANNUAL REPORTS

The Board of Directors shall cause an annual report or statement to be sent to
the shareholders of this Corporation not later than one hundred and twenty
(120) days after the close of the fiscal or calendar year.

Section 6.  CERTIFICATES OF STOCK

A certificate or certificates for shares of the capital stock of the
Corporation shall be issued to each shareholder when any such shares are fully
paid up. All such certificates shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary. Such certificates may
be paired with, deemed to represent, and subjected to restrictions on transfer
without simultaneous transfer of, certificates for:  (a) shares of stock of
any other corporation(s), (b) beneficial interests in such shares, (c)
interests in voting trust(s), or (d) other kinds of interests in any other
kind of entity.

Certificates for shares may be issued prior to full payment thereof, under
such restrictions and for such purposes as the Board of Directors or the
By-laws may provide; provided, however, that any such certificate so issued
prior to full payment shall state the amount remaining unpaid and the terms of
payment thereof.

Section 7.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The President or any Vice President and the Secretary or Assistant Secretary
of this Corporation are authorized to vote, represent, and exercise on behalf
of this Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of
this Corporation any and all shares held by this Corporation or corporations,
may be exercised either by such officers in person or by any person authorized
to do so by proxy or power of attorney.

Section 8.  INSPECTION OF BY-LAWS

The Corporation shall keep in its principal office for the transaction of
business the original or a copy of the By-laws as amended or otherwise altered
to date, certified by the Secretary, which shall be open to inspection by the
shareholders at all reasonable times during business hours.

Section 9.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Every person who was or is a party or is threatened to be made a party to or
is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, shall be indemnified and held
harmless to the fullest extent legally permissible under the General
Corporation Law of the state of Delaware from time to time against all
expense, liability, and loss (including attorneys' fees, judgments, fines,
and, if approved by the Board of Directors, amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.

If authorized by the Board of Directors, expenses incurred in connection with
the defense of any civil or criminal action, suit, or proceeding may be paid
by the Corporation in advance of the disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay such amounts if it shall be ultimately determined that he is
not entitled to be indemnified by the Corporation.

The foregoing right of indemnification shall be in addition to, and not
exclusive of, all other rights to which such director or officer may be
entitled. Payments pursuant to the Corporation's indemnification of any person
hereunder shall be reduced by any amounts such person may collect as
indemnification under any policy of insurance purchased and maintained on his
behalf by this or any other Corporation.

                     ARTICLE VI.  AMENDMENTS

Section 1.  POWER OF SHAREHOLDERS

New By-laws may be adopted or these By-laws may be amended or repealed by the
vote of shareholders entitled to exercise fifty-one percent (51%) of the
voting power of the Corporation or by the written assent of such shareholders.

Section 2.  POWERS OF DIRECTORS

Subject to the right of shareholders as provided in Section 1 of this Article
VI to adopt, amend, or repeal By-laws, By-laws other than a By-law or
amendment thereof changing the authorized number of directors may be adopted,
amended, or repealed by the Board of Directors.

                       ARTICLE VII.   SEAL

The Corporation shall have a common seal, and shall have inscribed thereon the
name of the Corporation, the year of its incorporation, and the word Delaware.