Exhibit 3.4

                                     BYLAWS

                                       OF

                          LINEAR TECHNOLOGY CORPORATION

                        (Amended as of September 2, 2005)





















                                                                    Exhibit 3.4
                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----

ARTICLE I CORPORATE OFFICES..................................................1

      1.1   REGISTERED OFFICE................................................1
      1.2   OTHER OFFICES....................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS..........................................1

      2.1   PLACE OF MEETINGS................................................1
      2.2   ANNUAL MEETING...................................................1
      2.3   SPECIAL MEETING..................................................1
      2.4   NOTICE OF STOCKHOLDERS' MEETINGS.................................2
      2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.....................3
      2.6   QUORUM...........................................................3
      2.7   ADJOURNED MEETING; NOTICE........................................3
      2.8   VOTING...........................................................3
      2.9   WAIVER OF NOTICE.................................................4
      2.10  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING..........4
      2.11  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
            CONSENTS.........................................................4
      2.12  PROXIES..........................................................5
      2.13  LIST OF STOCKHOLDERS ENTITLED TO VOTE............................5

ARTICLE III DIRECTORS........................................................5

      3.1   POWERS...........................................................5
      3.2   NUMBER OF DIRECTORS..............................................5
      3.3   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS..........6
      3.4   RESIGNATION AND VACANCIES........................................6
      3.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE.........................7
      3.6   FIRST MEETINGS...................................................7
      3.7   REGULAR MEETINGS.................................................7
      3.8   SPECIAL MEETINGS; NOTICE.........................................7
      3.9   QUORUM...........................................................8
      3.10  WAIVER OF NOTICE.................................................8
      3.11  ADJOURNED MEETING; NOTICE........................................8
      3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING................8
      3.13  FEES AND COMPENSATION OF DIRECTORS...............................8
      3.14  APPROVAL OF LOANS TO OFFICERS....................................9
      3.15  REMOVAL OF DIRECTORS.............................................9

ARTICLE IV COMMITTEES........................................................9

      4.1   COMMITTEES OF DIRECTORS..........................................9




                                TABLE OF CONTENTS
                                  (continued)

                                                                           Page
                                                                           ----
      4.2   COMMITTEE MINUTES...............................................10
      4.3   MEETINGS AND ACTION OF COMMITTEES...............................10

ARTICLE V OFFICERS..........................................................10

      5.1   OFFICERS........................................................10
      5.2   ELECTION OF OFFICERS............................................10
      5.3   SUBORDINATE OFFICERS............................................11
      5.4   REMOVAL AND RESIGNATION OF OFFICERS.............................11
      5.5   VACANCIES IN OFFICES............................................11
      5.6   CHAIRMAN OF THE BOARD...........................................11
      5.7   PRESIDENT.......................................................11
      5.8   VICE PRESIDENT..................................................12
      5.9   SECRETARY.......................................................12
      5.10  TREASURER.......................................................12
      5.11  ASSISTANT SECRETARY.............................................13
      5.12  ASSISTANT TREASURER.............................................13
      5.13  AUTHORITY AND DUTIES OF OFFICERS................................13

ARTICLE VI INDEMNITY........................................................13

      6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS.......................13
      6.2   INDEMNIFICATION OF OTHERS.......................................13
      6.3   INSURANCE.......................................................14

ARTICLE VII RECORDS AND REPORTS.............................................14

      7.1   MAINTENANCE AND INSPECTION OF RECORDS...........................14
      7.2   INSPECTION BY DIRECTORS.........................................15
      7.3   ANNUAL STATEMENT TO STOCKHOLDERS................................15
      7.4   REPRESENTATION OF SHARES OF OTHER CORPORATIONS..................15

ARTICLE VIII GENERAL MATTERS................................................15

      8.1   CHECKS..........................................................15
      8.2   EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS................15
      8.3   STOCK CERTIFICATES; PARTLY PAID SHARES..........................16
      8.4   SPECIAL DESIGNATION ON CERTIFICATES.............................16
      8.5   LOST CERTIFICATES...............................................17
      8.6   CONSTRUCTION; DEFINITIONS.......................................17
      8.7   DIVIDENDS.......................................................17
      8.8   FISCAL YEAR.....................................................17
      8.9   SEAL............................................................17
      8.10  TRANSFER OF STOCK...............................................17
      8.11  STOCK TRANSFER AGREEMENTS.......................................18
      8.12  REGISTERED STOCKHOLDERS.........................................18


                                      -ii-


                                TABLE OF CONTENTS
                                   (continued)

                                                                           Page
                                                                           ----
ARTICLE IX AMENDMENTS.......................................................18

ARTICLE X DISSOLUTION.......................................................18

ARTICLE XI CUSTODIAN........................................................19

      11.1  APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES.....................19
      11.2  DUTIES OF CUSTODIAN.............................................19





                                      -iii-




                                     BYLAWS

                                       OF

                          LINEAR TECHNOLOGY CORPORATION

                        (Amended as of September 2, 2005)


                                   ARTICLE I
                                   ---------

                                CORPORATE OFFICES
                                -----------------

     1.1  REGISTERED OFFICE

     The  registered  office of the  corporation  shall be 15 East North Street,
City of Dover,  County of Kent, Delaware 19901. The name of the registered agent
of the corporation at such location is Incorporating Services, Ltd.

     1.2  OTHER OFFICES

     The board of directors may at any time establish other offices at any place
or places where the corporation is qualified to do business.


                                   ARTICLE II
                                   ----------

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     2.1  PLACE OF MEETINGS

     Meetings of stockholders shall be held at any place,  within or outside the
State of Delaware,  designated by the board of directors.  In the absence of any
such  designation,  stockholders'  meetings  shall  be  held  at  the  principal
executive office of the corporation.

     2.2  ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on a date and at
a time designated by the board of directors. In the absence of such designation,
the annual meeting of stockholders shall be held the first Wednesday of November
in each year at 3:00 P.M.  However,  if such day falls on a legal holiday,  then
the meeting shall be held at the same time and place on the next succeeding full
business  day. At the meeting,  directors  shall be elected and any other proper
business may be transacted.

     2.3  SPECIAL MEETING

     A  special  meeting  of the  stockholders  may be called at any time by the
board of directors,  or by the chairman of the board, by the president or by the
holders of 10% or more of the voting


                                       -1-


shares of the corporation.  The date, time and location of, and record date for,
any such special meeting shall be determined by the Board of Directors.

     2.4  NOTICE OF STOCKHOLDERS' MEETINGS

     All notices of meetings with stockholders  shall be in writing and shall be
sent or otherwise  given in accordance with Section 2.5 of these bylaws not less
than ten (10) nor more than  sixty (60) days  before the date of the  meeting to
each stockholder  entitled to vote at such meeting. The notice shall specify 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.

     To be  properly  brought  before  an annual  meeting  or  special  meeting,
nominations for the election of director or other business must be (a) specified
in the  notice  of  meeting  (or  any  supplement  thereto)  given  by or at the
direction of the board of directors,  (b) otherwise  properly brought before the
meeting  by or at the  direction  of the board of  directors,  or (c)  otherwise
properly  brought before the meeting by a stockholder.  For such  nominations or
other  business  to be  considered  properly  brought  before  the  meeting by a
stockholder such stockholder must have given timely notice and in proper form of
his  intent to bring such  business  before  such  meeting.  To be timely,  such
stockholder's  notice  must  be  delivered  to or  mailed  and  received  by the
secretary  of the  corporation  not less  than  ninety  (90)  days  prior to the
meeting;  provided,  however, that in the event that less than one-hundred (100)
days notice or prior  public  disclosure  of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public  disclosure was
made. To be in proper form, a  stockholder's  notice to the secretary  shall set
forth:

     (i) the  name  and  address  of the  stockholder  who  intends  to make the
     nominations  or propose the business  and, as the case may be, the name and
     address  of the  person or  persons  to be  nominated  or the nature of the
     business to be proposed;

     (ii) a  representation  that the stockholder is a holder of record of stock
     of the  corporation  entitled to vote at such meeting  and, if  applicable,
     intends  to appear in person or by proxy at the  meeting  to  nominate  the
     person or  persons  specified  in the  notice  or  introduce  the  business
     specified in the notice;

     (iii) if applicable,  a description of all  arrangements or  understandings
     between the  stockholder  and each  nominee and any other person or persons
     (naming  such  person  or  persons)  pursuant  to which the  nomination  or
     nominations are to be made by the stockholder;

     (iv) such  other  information  regarding  each  nominee  or each  matter of
     business  to be  proposed  by such  stockholder  as would be required to be
     included  in a proxy  statement  filed  pursuant  to the proxy rules of the
     Securities  and  Exchange  Commission  had the nominee been  nominated,  or
     intended to be nominated,  or the matter been  proposed,  or intended to be
     proposed by the board of directors; and



                                       -2


     (v) if applicable,  the consent of each nominee to serve as director of the
     corporation if so elected.

     The chairman of the meeting may refuse to acknowledge the nomination of any
person or the proposal of any business not made in compliance with the foregoing
procedure.

     2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written  notice of any meeting of  stockholders,  if mailed,  is given when
deposited  in  the  United  States  mail,  postage  prepaid,   directed  to  the
stockholder at his 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 has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

     2.6  QUORUM

     The holders of a majority of the stock issued and  outstanding and entitled
to vote thereat,  present in person or represented by proxy,  shall constitute a
quorum at all  meetings  of the  stockholders  for the  transaction  of business
except as otherwise  provided by statute or by the certificate of incorporation.
If,  however,  such quorum is not present or  represented  at any meeting of the
stockholders,  then the stockholders entitled to vote thereat, present in person
or  represented  by proxy,  shall have power to adjourn the meeting from time to
time,  without notice other than announcement at the meeting,  until a quorum is
present or represented.  At such adjourned  meeting at which a quorum is present
or  represented,  any business may be transacted that might have been transacted
at the meeting as originally noticed.

     2.7  ADJOURNED MEETING; NOTICE

     When a meeting is adjourned  to another time or place,  unless these bylaws
otherwise require, 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.  At the adjourned  meeting the corporation may transact any business that
might have been  transacted at the original  meeting.  If the adjournment is for
more than thirty  (30) 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.

     2.8  VOTING

     The stockholders  entitled to vote at any meeting of stockholders  shall be
determined  in accordance  with the  provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners
of stock and to voting trusts and other voting agreements).

     Except as may be otherwise  provided in the  certificate of  incorporation,
each  stockholder  shall be entitled to one vote for each share of capital stock
held by such stockholder.


                                      -3-



     2.9  WAIVER OF NOTICE

     Whenever  notice is required to be given under any provision of the General
Corporation  Law of Delaware or of the  certificate  of  incorporation  or these
bylaws,  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 stockholders  need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Any action that may be taken by the  stockholders  of the  corporation at a
duly called  annual or special  meeting  may be taken by written  consent of the
holders of a majority of the outstanding shares entitled to vote.

     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

     In order that the  corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or  entitled  to  receive  payment  of any  dividend  or other  distribution  or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion  or exchange of stock or for the purpose of any other lawful
action,  the board of directors may fix, in advance,  a record date, which shall
not be more than sixty (60) nor less than ten (10) days  before the date of such
meeting, nor more than sixty (60) days prior to any other action.

     If the board of directors does not so fix a record date:

         (i) 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.

         (ii) The record date for determining stockholders for any other purpose
shall be at the close of  business  on the day on which  the board of  directors
adopts the resolution relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

                                      -4-




     2.12 PROXIES

     Each  stockholder  entitled  to  vote  at a  meeting  of  stockholders  may
authorize another person or persons to act for him by a written proxy, signed by
the  stockholder  and filed with the secretary of the  corporation,  but no such
proxy shall be voted or acted upon after  three (3) years from its date,  unless
the proxy  provides for a longer  period.  A proxy shall be deemed signed if the
stockholder's  name  is  placed  on the  proxy  (whether  by  manual  signature,
typewriting,   telegraphic  or  facsimile  transmission  or  otherwise)  by  the
stockholder or the stockholder's  attorney-in-fact.  The revocability of a proxy
that  states  on its  face  that it is  irrevocable  shall  be  governed  by the
provisions of Section 212(c) of the General Corporation Law of Delaware.

     2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The  officer  who has  charge of the stock  ledger of a  corporation  shall
prepare 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,  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 (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 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.


                                   ARTICLE III
                                   -----------

                                    DIRECTORS
                                    ---------

     3.1  POWERS

     Subject to the  provisions of the General  Corporation  Law of Delaware and
any limitations in the certificate of  incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the  corporation  shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

     3.2  NUMBER OF DIRECTORS

     The number of directors shall be six (6), until changed by a bylaw amending
this Section 3.2, duly adopted by the board of directors or by the stockholders.

      No reduction of the authorized  number of directors  shall have the effect
of removing any director before that director's term of office expires.

                                      -5-



     3.3  ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

     Except as provided in Section 3.4 of these bylaws,  at each annual  meeting
of  stockholders,  directors of the corporation  shall be elected at each annual
meeting of  stockholders  to hold office  until the  expiration  of the term for
which they are elected,  and until their  successors  have been duly elected and
qualified;  except that if any such election shall not be so held, such election
shall take place at a  stockholders'  meeting called and held in accordance with
the Delaware General Corporation Law.

     Directors need not be stockholders unless so required by the certificate of
incorporation or these bylaws, wherein other qualifications for directors may be
prescribed.  Election  of  directors  need  not be by  written  ballot  unless a
stockholder  demands election by written ballot at the meeting and before voting
begins.

     3.4  RESIGNATION AND VACANCIES

     Any director may resign at any time upon written notice to the corporation.
When one or more  directors  so resigns and the  resignation  is  effective at a
future date, a majority of the  directors  then in office,  including  those who
have so resigned,  shall have power to fill such vacancy or vacancies,  the vote
thereon to take  effect  when such  resignation  or  resignations  shall  become
effective,  and each  director  so chosen  shall hold office as provided in this
section in the filling of other vacancies.

     Unless  otherwise  provided in the  certificate of  incorporation  or these
bylaws:

         (i)  Vacancies  and  newly  created  directorships  resulting  from any
increase  in  the  authorized   number  of  directors  elected  by  all  of  the
stockholders  having  the  right to vote as a single  class  may be  filled by a
majority of the directors then in office,  although less than a quorum,  or by a
sole remaining director.

         (ii)  Whenever  the  holders of any class or classes of stock or series
thereof are  entitled to elect one or more  directors by the  provisions  of the
certificate of incorporation,  vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the directors  elected
by such  class  or  classes  or  series  thereof  then in  office,  or by a sole
remaining director so elected.

     If at any time,  by  reason of death or  resignation  or other  cause,  the
corporation  should  have no  directors  in  office,  then  any  officer  or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary  entrusted with like  responsibility for the person or estate
of a stockholder,  may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

     If, at the time of filling any vacancy or any newly  created  directorship,
the directors then in office  constitute less than a majority of the whole board
(as  constituted  immediately  prior to any such  increase),  then the  Court of
Chancery may, upon  application of any  stockholder or  stockholders  holding at
least ten (10) percent of the total number of the shares at the time

                                      -6-



outstanding  having  the right to vote for such  directors,  summarily  order an
election to be held to fill any such  vacancies or newly created  directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

     3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     The board of directors of the corporation  may hold meetings,  both regular
and special, either within or outside the State of Delaware.

     Unless  otherwise  restricted by the certificate of  incorporation or these
bylaws,  members of the board of directors,  or any committee  designated by the
board of directors,  may participate in a meeting of the board of directors,  or
any  committee,  by means of  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other, and such  participation  in a meeting shall  constitute  presence in
person at the meeting.

     3.6  FIRST MEETINGS

     The first meeting of each newly elected board of directors shall be held at
such time and place, if any, as may be fixed by the vote of the  stockholders at
the annual  meeting,  and no notice of such  meeting  shall be  necessary to the
newly elected  directors in order legally to constitute the meeting,  provided a
quorum shall be present.  In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event  such  meeting is not held at the time and place so fixed by the
stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter provided for meetings of the board of
directors,  or as shall be  specified in a written  waiver  signed by all of the
directors.

     3.7  REGULAR MEETINGS

     Regular  meetings of the board of directors  may be held without  notice at
such  time and at such  place as shall  from time to time be  determined  by the
board.

     3.8  SPECIAL MEETINGS; NOTICE

     Special  meetings of the board of directors for any purpose or purposes may
be called at any time by the  chairman  of the board,  the  president,  any vice
president, the secretary or any two (2) directors.

     Notice  of the  time and  place  of  special  meetings  shall be  delivered
personally  or by  telephone  to each  director or sent by  first-class  mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the  corporation.  If the notice is mailed,  it
shall be deposited  in the United  States mail at least four (4) days before the
time of the holding of the meeting.  If the notice is delivered  personally,  by
facsimile  transmission  or by telephone  or by telegram,  it shall be delivered
personally,  by  facsimile  transmission  or by  telephone  or to the  telegraph
company at least  forty-eight  (48) hours  before the time of the holding of the
meeting.  Any oral notice  given  personally,  by facsimile

                                      -7-



transmission or by telephone may be communicated  either to the director or to a
person at the office of the director who the person giving the notice has reason
to believe will promptly  communicate  it to the  director.  The notice need not
specify the purpose or the place of the meeting, if the meeting is to be held at
the principal executive office of the corporation.

     3.9  QUORUM

     At all  meetings of the board of  directors,  a majority of the  authorized
number of directors  shall  constitute a quorum for the  transaction of business
and the act of a majority of the directors present at any meeting at which there
is a  quorum  shall  be the act of the  board  of  directors,  except  as may be
otherwise   specifically   provided  by  statute  or  by  the   certificate   of
incorporation.  If a  quorum  is not  present  at any  meeting  of the  board of
directors,  then the directors present thereat may adjourn the meeting from time
to time,  without notice other than announcement at the meeting,  until a quorum
is present.

     3.10 WAIVER OF NOTICE

     Whenever  notice is required to be given under any provision of the General
Corporation  Law of Delaware or of the  certificate  of  incorporation  or these
bylaws,  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  unless  so  required  by  the  certificate  of
incorporation or these bylaws.

     3.11 ADJOURNED MEETING; NOTICE

     If a quorum is not present at any meeting of the board of  directors,  then
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.

     3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A 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, 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.

     3.13 FEES AND COMPENSATION OF DIRECTORS

     Unless  otherwise  restricted by the certificate of  incorporation or these
bylaws,  the board of directors shall have the authority to fix the compensation
of directors.

                                      -8-



     3.14 APPROVAL OF LOANS TO OFFICERS

     The  corporation  may lend money to, or  guarantee  any  obligation  of, or
otherwise  assist any  officer or other  employee of the  corporation  or of its
subsidiary,  including  any  officer  or  employee  who  is a  director  of  the
corporation or its subsidiary,  whenever, in the judgment of the directors, such
loan,  guaranty  or  assistance  may  reasonably  be  expected  to  benefit  the
corporation.  The loan,  guaranty  or other  assistance  may be with or  without
interest  and may be  unsecured,  or  secured  in such  manner  as the  board of
directors shall approve,  including,  without limitation,  a pledge of shares of
stock of the corporation.  Nothing  contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

     3.15 REMOVAL OF DIRECTORS

     Unless otherwise restricted by statute, by the certificate of incorporation
or by these  bylaws,  any  director  or the  entire  board of  directors  may be
removed,  with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

     No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such director's term of office.


                                   ARTICLE IV
                                   ----------

                                   COMMITTEES
                                   ----------

     4.1  COMMITTEES OF DIRECTORS

     The board of directors may, by resolution passed by a majority of the whole
board,  designate one or more committees,  with each committee to consist of one
or more of the directors of the corporation. 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.  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 he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
board of  directors  or in the  bylaws of the  corporation,  shall  have and may
exercise  all  the  powers  and  authority  of the  board  of  directors  in the
management of the business and affairs of the corporation, and may authorize the
seal of the  corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation  (except  that a committee  may, to the extent  authorized  in the
resolution or resolutions  providing for the issuance of shares of stock adopted
by the  board  of  directors  as  provided  in  Section  151(a)  of the  General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends,  redemption,  dissolution,  any distribution of assets of
the  corporation  or the  conversion  into,  or the exchange of such shares for,
shares  of any other  class or  classes  or any other  series of the same or any
other class or classes of stock of the corporation),  (ii) adopt an agreement of
merger or

                                      -9-



consolidation  under  Sections  251 or 252 of  the  General  Corporation  Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets, (iv) recommend to
the  stockholders  a  dissolution  of  the  corporation  or  a  revocation  of a
dissolution,  or (v) amend the bylaws of the corporation;  and, unless the board
resolution  establishing  the  committee,  the  bylaws  or  the  certificate  of
incorporation  expressly so provide,  no such committee  shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a  certificate  of ownership  and merger  pursuant to Section 253 of the General
Corporation Law of Delaware.

     4.2  COMMITTEE MINUTES

     Each  committee  shall keep regular  minutes of its meetings and report the
same to the board of directors when required.

     4.3  MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and taken
in accordance  with, the provisions of Article III of these bylaws,  Section 3.5
(place of meetings and meetings by telephone),  Section 3.7 (regular  meetings),
Section 3.8 (special  meetings and notice),  Section 3.9 (quorum),  Section 3.10
(waiver of notice),  Section 3.11  (adjournment and notice of adjournment),  and
Section  3.12  (action  without a meeting),  with such changes in the context of
those bylaws as are  necessary to  substitute  the committee and its members for
the board of directors  and its  members;  provided,  however,  that the time of
regular  meetings of committees may also be called by resolution of the board of
directors and that notice of special  meetings of committees shall also be given
to all alternate members, who shall have the right to attend all meetings of the
committee.  The board of  directors  may adopt rules for the  government  of any
committee not inconsistent with the provisions of these bylaws.


                                    ARTICLE V
                                    ---------

                                    OFFICERS
                                    --------

     5.1  OFFICERS

     The  officers of the  corporation  shall be a  president,  one or more vice
presidents,  a secretary, and a treasurer. The corporation may also have, at the
discretion  of the board of  directors,  a chairman  of the  board,  one or more
assistant vice presidents, assistant secretaries,  assistant treasurers, and any
such other  officers as may be appointed in  accordance  with the  provisions of
Section  5.3 of these  bylaws.  Any  number of  offices  may be held by the same
person.

     5.2  ELECTION OF OFFICERS

     The officers of the  corporation,  except such officers as may be appointed
in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws,  shall
be  chosen by the board of  directors,  subject  to the  rights,  if any,  of an
officer under any contract of employment.

                                      -10-



     5.3  SUBORDINATE OFFICERS

     The board of directors  may appoint,  or empower the  president to appoint,
such other officers and agents 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 these  bylaws or as the board of  directors  may
from time to time determine.

     5.4  REMOVAL AND RESIGNATION OF OFFICERS

     Subject  to the  rights,  if any,  of an  officer  under  any  contract  of
employment,  any  officer may be removed,  either with or without  cause,  by an
affirmative  vote of the  majority of the board of  directors  at any 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
corporation.  Any  resignation  shall take  effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified  in that  notice,  the  acceptance  of the  resignation  shall  not be
necessary to make it  effective.  Any  resignation  is without  prejudice to the
rights,  if any, of the corporation under any contract to which the officer is a
party.

     5.5  VACANCIES IN OFFICES

     Any vacancy  occurring in any office of the corporation  shall be filled by
the board of directors.

     5.6  CHAIRMAN OF THE BOARD

     The  chairman  of the  board,  if such an  officer be  elected,  shall,  if
present,  preside at meetings of the board of directors and exercise and perform
such other  powers and duties as may from time to time be assigned to him by the
board of  directors  or as may be  prescribed  by these  bylaws.  If there is no
president,  then the  chairman  of the board  shall also be the chief  executive
officer of the  corporation  and shall have the powers and duties  prescribed in
Section 5.7 of these bylaws.

     5.7  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 the officers of the corporation.  He
shall  preside  at all  meetings  of the  stockholders  and,  in the  absence or
nonexistence  of a  chairman  of the  board,  at all  meetings  of the  board of
directors.  He 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 these
bylaws.

                                      -11-



     5.8  VICE PRESIDENT

     In the absence or disability of the president, the vice presidents, if any,
in order of their rank as fixed by the board of directors  or, if not ranked,  a
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 the restrictions  upon, the president.  The vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them  respectively by the board of directors,  these bylaws,  the
president or the chairman of the board.

     5.9  SECRETARY

     The secretary  shall keep or cause to be kept,  at the principal  executive
office of the  corporation  or such other  place as the board of  directors  may
direct,  a book of minutes of all meetings and actions of directors,  committees
of  directors,  and  stockholders.  The minutes shall show the time and place of
each meeting,  whether  regular or special (and, if special,  how authorized and
the  notice  given),  the  names of those  present  at  directors'  meetings  or
committee meetings, the number of shares present or represented at stockholders'
meetings, and the proceedings thereof.

     The secretary  shall keep, or cause to be kept, at the principal  executive
office of the corporation or at the office of the  corporation's  transfer agent
or registrar,  as  determined  by resolution of the board of directors,  a share
register,  or a duplicate share register,  showing the names of all stockholders
and their  addresses,  the number and classes of shares held by each, the number
and date of  certificates  evidencing  such  shares,  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
the stockholders and of the board of directors required to be given by law or by
these bylaws. He shall keep the seal of the corporation,  if one be adopted,  in
safe  custody and shall have such other  powers and perform such other duties as
may be prescribed by the board of directors or by these bylaws.

     5.10 TREASURER

     The treasurer shall keep and maintain,  or cause to be kept and maintained,
adequate  and  correct  books and  records of  accounts  of the  properties  and
business  transactions  of the  corporation,  including  accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and  shares.  The  books of  account  shall at all  reasonable  times be open to
inspection by any director.

     The treasurer  shall deposit all money and other  valuables in the name and
to the credit of the corporation with such  depositaries as may be designated by
the board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors,  shall render to the president and directors,
whenever they request it, an account of all of his 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
these bylaws.

                                      -12-



     5.11 ASSISTANT SECRETARY

     The  assistant  secretary,  or, if there is more than  one,  the  assistant
secretaries in the order  determined by the  stockholders  or board of directors
(or if  there be no such  determination,  then in the  order of their  election)
shall,  in the absence of the  secretary or in the event of his or her inability
or refusal to act,  perform the duties and exercise the powers of the  secretary
and shall  perform  such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.

     5.12 ASSISTANT TREASURER

     The  assistant  treasurer,  or, if there is more than  one,  the  assistant
treasurers,  in the order  determined by the  stockholders or board of directors
(or if there be no such  determination,  then in the  order of their  election),
shall,  in the absence of the  treasurer or in the event of his or her inability
or refusal to act,  perform the duties and exercise the powers of the  treasurer
and shall  perform  such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.

     5.13 AUTHORITY AND DUTIES OF OFFICERS

     In addition to the  foregoing  authority  and duties,  all  officers of the
corporation  shall  respectively  have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.


                                   ARTICLE VI
                                   ----------

                                    INDEMNITY
                                    ---------

     6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall, to the maximum extent and in the manner permitted by
the General  Corporation  Law of Delaware,  indemnify  each of its directors and
officers  against  expenses  (including  attorneys'  fees),  judgments,   fines,
settlements,  and other amounts  actually and reasonably  incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the  corporation.  For purposes of this  Section  6.1, a "director"  or
"officer" of the corporation includes any person (i) who is or was a director or
officer of the  corporation,  (ii) who is or was  serving at the  request of the
corporation as a director or officer of another corporation,  partnership, joint
venture, trust or other enterprise,  or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

     6.2  INDEMNIFICATION OF OTHERS

     The  corporation  shall  have the  power,  to the  extent and in the manner
permitted by the General  Corporation Law of Delaware,  to indemnify each of its
employees  and agents  (other than  directors  and  officers)  against  expenses
(including attorneys' fees), judgments,  fines,

                                      -13-



settlements,  and other amounts  actually and reasonably  incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the  corporation.  For purposes of this Section 6.2, an  "employee"  or
"agent" of the  corporation  (other  than a director or  officer)  includes  any
person (i) who is or was an employee or agent of the corporation, (ii) who is or
was serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an employee or agent of a corporation which was a predecessor corporation of
the  corporation  or of another  enterprise  at the request of such  predecessor
corporation.

     6.3  INSURANCE

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


                                  ARTICLE VII
                                  -----------

                               RECORDS AND REPORTS
                               -------------------

     7.1  MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall,  either at its principal executive office or at such
place or places as designated  by the board of  directors,  keep a record of its
stockholders  listing  their  names and  addresses  and the  number and class of
shares  held by each  stockholder,  a copy of these  bylaws as  amended to date,
accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent,  shall,
upon  written  demand  under oath  stating the purpose  thereof,  have the right
during the usual  hours for  business  to inspect  for any  proper  purpose  the
corporation's stock ledger, a list of its stockholders,  and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder.  In every
instance  where an  attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other  writing  that  authorizes  the  attorney or other agent to so act on
behalf of the  stockholder.  The  demand  under oath  shall be  directed  to the
corporation  at its registered  office in Delaware or at its principal  place of
business.

     The  officer  who has  charge of the stock  ledger of a  corporation  shall
prepare 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,  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 (10) days prior to
the meeting,  either at a

                                      -14-



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.

     7.2  INSPECTION BY DIRECTORS

     Any  director  shall  have the right to  examine  the  corporation's  stock
ledger,  a list of its  stockholders,  and its  other  books and  records  for a
purpose reasonably related to his position as a director.  The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is  entitled  to the  inspection  sought.  The  Court  may  summarily  order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts  therefrom.  The
Court may, in its  discretion,  prescribe any  limitations  or  conditions  with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

     7.3  ANNUAL STATEMENT TO STOCKHOLDERS

     The board of directors  shall  present at each annual  meeting,  and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

     7.4  REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The  chairman  of  the  board,  the  president,  any  vice  president,  the
treasurer,  the  secretary or assistant  secretary of this  corporation,  or any
other person  authorized  by the board of  directors or the  president or a vice
president,  is  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 granted
herein may be  exercised  either by such person  directly or by any other person
authorized  to do so by proxy or power of attorney  duly executed by such person
having the authority.


                                  ARTICLE VIII
                                  ------------

                                 GENERAL MATTERS
                                 ---------------

     8.1  CHECKS

     From time to time,  the board of directors  shall  determine by  resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money,  notes or other evidences of  indebtedness  that are issued in
the name of or payable to the  corporation,  and only the persons so  authorized
shall sign or endorse those instruments.

     8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

     The board of directors,  except as otherwise  provided in these bylaws, may
authorize  any  officer  or  officers,  or agent or  agents,  to enter  into any
contract  or  execute  any  instrument  in the

                                      -15-



name of and on behalf of the  corporation;  such  authority  may be  general  or
confined to specific instances. Unless so authorized or ratified by the board of
directors  or within  the  agency  power of an  officer,  no  officer,  agent or
employee  shall  have any  power or  authority  to bind the  corporation  by any
contract  or  engagement  or to pledge its credit or to render it liable for any
purpose or for any amount.

     8.3  STOCK CERTIFICATES; PARTLY PAID SHARES

     The shares of a corporation shall be represented by certificates,  provided
that the board of  directors of the  corporation  may provide by  resolution  or
resolutions  that some or all of any or all classes or series of its stock shall
be  uncertificated  shares.  Any such  resolution  shall  not  apply  to  shares
represented  by a  certificate  until such  certificate  is  surrendered  to the
corporation.  Notwithstanding  the adoption of such a resolution by the board of
directors,  every holder of stock  represented by certificates  and upon request
every holder of  uncertificated  shares shall be entitled to have a  certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the treasurer
or an assistant  treasurer,  or the secretary or an assistant  secretary of such
corporation  representing the number of shares  registered in certificate  form.
Any or all of the signatures on the certificate may be a facsimile.  In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate has ceased to be such officer, transfer agent
or  registrar  before  such  certificate  is  issued,  it may be  issued  by the
corporation  with the same effect as if he were such officer,  transfer agent or
registrar at the date of issue.

     The  corporation  may issue  the whole or any part of its  shares as partly
paid and  subject  to call for the  remainder  of the  consideration  to be paid
therefor.  Upon the face or back of each stock  certificate  issued to represent
any such partly paid shares,  upon the books and records of the  corporation  in
the  case  of  uncertificated  partly  paid  shares,  the  total  amount  of the
consideration  to be paid  therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class,  but only upon the
basis of the percentage of the consideration actually paid thereon.

     8.4  SPECIAL DESIGNATION ON CERTIFICATES

     If the  corporation  is authorized to issue more than one class of stock or
more than one  series of any  class,  then the  powers,  the  designations,  the
preferences, and the relative,  participating,  optional or other special rights
of each class of stock or series thereof and the qualifications,  limitations or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the  certificate  that the  corporation  shall
issue to  represent  such  class or series of stock;  provided,  however,  that,
except as otherwise  provided in Section 202 of the General  Corporation  Law of
Delaware,  in lieu of the foregoing  requirements  there may be set forth on the
face or back of the certificate  that the  corporation  shall issue to represent
such class or series of stock a  statement  that the  corporation  will  furnish
without charge to each stockholder who so requests the powers, the designations,
the  preferences,  and the  relative,  participating,  optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights.

                                      -16-



     8.5  LOST CERTIFICATES

     Except as provided in this  Section  8.5,  no new  certificates  for shares
shall be issued to replace a previously issued  certificate unless the latter is
surrendered to the  corporation  and cancelled at the same time. The corporation
may issue a new  certificate of stock or  uncertificated  shares in the place of
any certificate  theretofore  issued by it, alleged to have been lost, stolen or
destroyed,  and the  corporation  may require  the owner of the lost,  stolen or
destroyed  certificate,  or his legal representative,  to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

     8.6  CONSTRUCTION; DEFINITIONS

     Unless the context requires  otherwise,  the general  provisions,  rules of
construction,  and  definitions in the Delaware  General  Corporation  Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision,  the singular number includes the plural,  the plural number includes
the singular,  and the term "person"  includes both a corporation  and a natural
person.

     8.7  DIVIDENDS

     The directors of the corporation,  subject to any restrictions contained in
the certificate of incorporation,  may declare and pay dividends upon the shares
of its  capital  stock  pursuant  to the General  Corporation  Law of  Delaware.
Dividends  may be paid in cash, in property,  or in shares of the  corporation's
capital stock.

     The directors of the  corporation  may set apart out of any of the funds of
the  corporation  available  for  dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing  dividends,  repairing or maintaining  any property of the
corporation, and meeting contingencies.

     8.8  FISCAL YEAR

     The fiscal  year of the  corporation  shall be fixed by  resolution  of the
board of directors and may be changed by the board of directors.

     8.9  SEAL

     This corporation may have a corporate seal, which may be adopted or altered
at the pleasure of the board of directors, and may use the same by causing it or
a  facsimile  thereof,  to be  impressed  or  affixed  or in  any  other  manner
reproduced.

     8.10 TRANSFER OF STOCK

     Upon surrender to the  corporation or the transfer agent of the corporation
of a certificate  for shares duly endorsed or accompanied by proper  evidence of
succession,  assignation  or authority to transfer,  it shall be the duty of the
corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate, and record the transaction in its books.

                                      -17-



     8.11 STOCK TRANSFER AGREEMENTS

     The  corporation  shall have power to enter into and perform any  agreement
with any  number  of  stockholders  of any one or more  classes  of stock of the
corporation  to restrict the transfer of shares of stock of the  corporation  of
any one or more classes owned by such  stockholders in any manner not prohibited
by the General Corporation Law of Delaware.

     8.12 REGISTERED STOCKHOLDERS

     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,  shall  be  entitled  to hold  liable  for  calls  and
assessments the person registered on its books as the owner of shares, and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of  another  person,  whether  or not it shall  have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.


                                   ARTICLE IX
                                   ----------

                                   AMENDMENTS
                                   ----------

     The original or other bylaws of the corporation may be adopted,  amended or
repealed by the  stockholders  entitled  to vote;  provided,  however,  that the
corporation may, in its certificate of incorporation, confer the power to adopt,
amend or repeal bylaws upon the directors.  The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor
limit their power to adopt, amend or repeal bylaws.


                                    ARTICLE X
                                    ---------

                                   DISSOLUTION
                                   -----------

     If it should be deemed  advisable in the judgment of the board of directors
of the corporation that the corporation  should be dissolved,  the board,  after
the adoption of a resolution  to that effect by a majority of the whole board at
any meeting  called for that  purpose,  shall cause  notice to be mailed to each
stockholder  entitled to vote thereon of the adoption of the resolution and of a
meeting of stockholders to take action upon the resolution.

     At the  meeting  a vote  shall  be  taken  for  and  against  the  proposed
dissolution.  If a majority of the outstanding stock of the corporation entitled
to vote thereon votes for the proposed  dissolution,  then a certificate stating
that the  dissolution  has been  authorized in accordance with the provisions of
Section 275 of the General  Corporation  Law of Delaware  and setting  forth the
names  and   residences  of  the  directors  and  officers  shall  be  executed,
acknowledged,  and filed and shall become  effective in accordance  with Section
103 of the General Corporation Law of Delaware. Upon such certificate's becoming
effective  in  accordance  with  Section 103 of the General  Corporation  Law of
Delaware, the corporation shall be dissolved.

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     Whenever all the stockholders  entitled to vote on a dissolution consent in
writing,  either in person or by duly authorized attorney, to a dissolution,  no
meeting of directors or  stockholders  shall be necessary.  The consent shall be
filed and shall become  effective in accordance  with Section 103 of the General
Corporation  Law  of  Delaware.   Upon  such  consent's  becoming  effective  in
accordance  with Section 103 of the General  Corporation  Law of  Delaware,  the
corporation  shall be dissolved.  If the consent is signed by an attorney,  then
the original  power of attorney or a photocopy  thereof shall be attached to and
filed with the consent. The consent filed with the Secretary of State shall have
attached  to it the  affidavit  of the  secretary  or some other  officer of the
corporation  stating that the consent has been signed by or on behalf of all the
stockholders  entitled to vote on a  dissolution;  in  addition,  there shall be
attached to the consent a  certification  by the secretary or some other officer
of the  corporation  setting forth the names and residences of the directors and
officers of the corporation.


                                   ARTICLE XI
                                   ----------

                                    CUSTODIAN
                                    ---------

     11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

     The Court of Chancery, upon application of any stockholder, may appoint one
or more persons to be custodians  and, if the  corporation  is insolvent,  to be
receivers, of and for the corporation when:

         (i) at any meeting held for the election of directors the  stockholders
are so divided  that they have failed to elect  successors  to  directors  whose
terms have expired or would have expired upon qualification of their successors;
or

         (ii) the business of the corporation is suffering or is threatened with
irreparable   injury  because  the  directors  are  so  divided  respecting  the
management of the affairs of the  corporation  that the required vote for action
by the board of directors  cannot be obtained and the stockholders are unable to
terminate this division; or

         (iii) the  corporation has abandoned its business and has failed within
a reasonable time to take steps to dissolve, liquidate or distribute its assets.

     11.2 DUTIES OF CUSTODIAN

     The custodian  shall have all the powers and title of a receiver  appointed
under Section 291 of the General Corporation Law of Delaware,  but the authority
of the custodian shall be to continue the business of the corporation and not to
liquidate  its  affairs  and  distribute  its  assets,  except when the Court of
Chancery  otherwise orders and except in cases arising under Sections  226(a)(3)
or 352(a)(2) of the General Corporation Law of Delaware.

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