BY-LAWS

                                       OF

                           LEISURE TRAVEL GROUP, INC.
                            (A Delaware Corporation)

                                    ARTICLE I

                                     OFFICES

     SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall
be located in Winchester, England.

     SECTION 2. REGISTERED OFFICE. The registered office of the Corporation
shall be established and maintained at 1013 Centre Road in the City of
Wilmington, in the County of New Castle, Delaware 19805.

     SECTION 3. OTHER OFFICES. The Corporation may also have an office or
offices other than said principal office at such place or places, either within
or without the United Kingdom, as the Board of Directors shall from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place,
either within or without the State of Delaware, as may be fixed from time to
time by the Board of Directors, or at such other place as shall be designated
from time to time by the Board of Directors.

     SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting, shall be designated from time
to time by the Board of Directors.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors upon the request of any two members of the Board of Directors of the
Corporation, by the holders of one third or more of the outstanding Common
Stock, or by the duly elected officers of the Corporation.

     SECTION 4. NOTICE OF MEETINGS. Notice of the place, date and hour of
holding of each annual and special meeting of the stockholders and, unless it is
the annual meeting, the purpose or purposes thereof, shall be given personally
or by mail in a postage prepaid envelope, not less than ten nor more than sixty
days before the date of such meeting, to each stockholder entitled to vote at
such meeting, and, if mailed, it shall be directed to such stockholder at his
address as it appears on the record of stockholders, unless he shall have filed
with the Secretary of the Corporation a written request that notices to him be
mailed at some other address, in which case it shall be directed to him at such
other address. Any such notice for any meeting other than the annual meeting
shall indicate that it is being issued at the direction of the Board of
Directors, the Chairman of the Board, the Vice-Chairman of the Board, the
President or the Secretary, whichever shall have called the meeting. Notice of
any meeting of stockholders shall not be required to be given to any stockholder
who shall attend such meeting in person or by proxy and shall not, prior to the
conclusion of such meeting, protest the lack of notice thereof, or who shall,
either before or after the meeting, submit a signed waiver of notice, in person
or by proxy. Unless the Board of Directors shall fix a new record date for an
adjourned meeting, notice of such adjourned meeting need not be given if the
time and place to which the meeting shall be adjourned were announced at the
meeting at which the adjournment is taken.



     SECTION 5. QUORUM. At all meetings of the stockholders, the holders of a
majority of the shares of the Corporation issued and outstanding and entitled to
vote thereat shall be present in person or by proxy to constitute a quorum for
the transaction of business, except as otherwise provided by statute. In the
absence of a quorum, the holders of a majority of the shares present in person
or by proxy and entitled to vote may adjourn the meeting from time to time. At
any such adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.

     SECTION 6. ORGANIZATION. At each meeting of the stockholders, the Chairman
of the Board, if one shall have been elected, shall act as chairman of the
meeting. In the absence of the Chairman of the Board or if one shall not have
been elected, the Vice Chairman of the Board, or in his absence or if one shall
not have been elected, the President shall act as chairman of the meeting. The
Secretary, or in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.

     SECTION 7. ORDER OF BUSINESS. The order of business at all meetings of the
stockholders shall be determined by the chairman of the meeting.

     SECTION 8. VOTING. Except as otherwise provided by statute or the
Certificate of Incorporation, each holder of record of shares of the Corporation
having voting power shall be entitled at each meeting of the stockholders to one
vote for each share standing in his name on the record of stockholders of the
Corporation:

          (a) on the date fixed pursuant to the provisions of Section 6 of
     Article V of these By-Laws as the record date for the determination of the
     stockholders who shall be entitled to notice of and to vote at such
     meeting; or

          (b) if no such record date shall have been so fixed, then at the close
     of business on the day next preceding the day on which notice thereof shall
     be given.



Each stockholder entitled to vote at any meeting of the stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact. Any such proxy shall be delivered to the
secretary of such meeting at or prior to the time designated in the order of
business for so delivering such proxies. Except as otherwise provided by statute
or the Certificate of Incorporation or these By-Laws, any corporate action to be
taken by vote of the stockholders shall be authorized by a majority of the votes
cast at a meeting of stockholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action. Unless required by
statute, or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder acting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

     SECTION 9. LIST OF STOCKHOLDERS. A list of stockholders as of the record
date, certified by the Secretary of the Corporation or by the transfer agent for
the Corporation, shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     SECTION 10. INSPECTORS. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act or on the request of any stockholder entitled to vote at such
meeting, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspector shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by him. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be stockholders.

     SECTION 11. ACTION BY CONSENT. Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.



                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

     SECTION 2. NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE. The number
of directors constituting the Board of Directors shall be determined from time
to time by the Board of Directors, provided that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. Any decrease in the number of directors shall be effective at the time
of the next succeeding annual meeting of the stockholders unless there shall be
vacancies in the Board of Directors, in which case such decrease may become
effective at any time prior to the next succeeding annual meeting to the extent
of the number of such vacancies. All the directors shall be at least eighteen
years of age. Directors need not be stockholders. Except as otherwise provided
by statute or these By-Laws, the directors shall be elected at the annual
meeting of the stockholders. At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons receiving a
plurality of the votes cast at such election shall be elected. Each director
shall hold office until the next annual meeting of the stockholders and until
his successor shall have been elected and qualified, or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in
these By-Laws.

     SECTION 3. PLACE OF MEETINGS. Meetings of the Board of Directors shall be
held at the principal office of the Corporation in the United Kingdom or at such
other place, within or without the United Kingdom, as the Board of Directors may
from time to time determine or as shall be specified in the notice of any such
meeting.

     SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.



     SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman or by a majority of the directors.

     SECTION 6. NOTICE OF MEETING. Notice of each special meeting of the Board
of Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 6, in
which notice shall be stated the time and place of the meeting. Except as
otherwise required by these By-Laws, such notice need not state the purposes of
such meeting. Notice of each such meeting shall be mailed, postage prepaid, to
each director, addressed to him at his residence or usual place of business, by
first-class mail, at least five days before the day on which such meeting is to
be held, or shall be sent addressed to him at such place by telegraph, cable,
telex, telecopier or other similar means, or be delivered to him personally or
be given to him by telephone, or other similar means, at least forty-eight hours
before the time at which such meeting is to be held. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him.

     SECTION 7. QUORUM AND MANNER OF ACTING. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. Each director shall have one vote on
each matter for which directors are entitled to vote. In the absence of a quorum
at any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn such meeting to another time and place. Notice of the time
and place of any such adjourned meeting shall be given to the directors unless
such time and place were announced at the meeting at which the adjournment was
taken. At any adjourned meeting at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as originally
called. The directors shall act only as a Board and the individual directors
shall have no power as such.

     SECTION 8. ORGANIZATION. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, shall act as the Chairman
of the meeting, or if one shall not have been elected, the Vice Chairman of the
Board, or in his absence, or if one shall not have been elected, the President,
if he or she is a director (or, in his absence, another director chosen by a
majority of the directors present) shall act as chairman of the meeting and
preside thereat. The Secretary (or, in his absence, any person -- who shall be
an Assistant Secretary, if any of them shall be present at such meeting --
appointed by the Chairman) shall act as secretary of the meeting and keep the
minutes thereof.

     SECTION 9. RESIGNATIONS. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the Chairman of the Board or the Vice Chairman of the Board or the President or
the Secretary. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.



     SECTION 10. VACANCIES. Subject to any express provision of the Certificate
of Incorporation, any vacancy in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), an increase in the number
of directors or any other cause, may be filled by the vote of a majority of the
directors then in office, though less than a quorum, or by the stockholders at
the next annual meeting thereof or at a special meeting thereof. Stockholders of
the Company may not apply to request that the Delaware Court of Chancery
summarily order an election to be held to fill vacancies in the Board of
Directors. Each director so elected shall hold office until the next meeting of
the stockholders in which the election of directors is in the regular order of
business and until his successor shall have been elected and qualified.

     SECTION 11. REMOVAL OF DIRECTORS. Except as otherwise provided by statute,
any director may be removed, either with or without cause, at any time, by the
stockholders at a special meeting thereof. Except as otherwise provided by
statute, any director may be removed for cause by the Board of Directors at a
special meeting thereof.

     SECTION 12. COMPENSATION. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.

     SECTION 13. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
including an executive committee, each committee to consist of two or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Except to the extent restricted by
statute or the Certificate of Incorporation, each such committee, to the extent
provided in the resolution creating it, shall have and may exercise all the
authority of the Board of Directors. Each such committee shall serve at the
pleasure of the Board of Directors and have such name as may be determined from
time to time by resolution adopted by the Board of Directors. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors.

     SECTION 14. ACTION BY CONSENT. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or such
committee.

     SECTION 15. TELEPHONIC MEETING. Unless restricted by the Certificate of
Incorporation or by statute, any one or more members of the Board of Directors
or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.



                                   ARTICLE IV
                                    OFFICERS

     SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation shall
be elected by the Board of Directors and shall include the Chairman of the
Board, one or more Vice Presidents, the Secretary, and, if determined by the
Board of Directors, the President and the Treasurer. If the Board of Directors
wishes, it may also elect as officers of the Corporation a Vice Chairman of the
Board and may elect other officers (including one or more Assistant Treasurers
and one or more Assistant Secretaries), as may be necessary or desirable for the
business of the Corporation. Any two or more offices may be held by the same
person. Each officer shall hold office until the first meeting of the Board of
Directors following the next annual meeting of the stockholders, and until his
successor shall have been elected and shall have qualified, or until his death,
or until he shall have resigned or have been removed, as hereinafter provided in
these By-Laws.

     SECTION 2. RESIGNATIONS. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the Chairman of the Board or the Vice Chairman of the Board, if one shall be
elected, or the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of any such resignation shall not be
necessary to make it effective.

     SECTION 3. REMOVAL. Any officer of the Corporation may be removed, either
with or without cause, at any time, by the Board of Directors at any meeting
thereof.

     SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a
member of the Board, an officer of the Corporation and, if present, shall
preside at each meeting of the Board of Directors or the stockholders. He shall
perform all duties incident to the office of Chairman, and shall perform such
other duties as may from time to time be assigned to him by the Board of
Directors.

     SECTION 5. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if
one shall have been elected, shall be a member of the Board, an officer of the
Corporation, and, if present, shall preside at each meeting of the Board of
Directors if no Chairman of the Board has been elected or if the Chairman of the
Board is absent, or is unable or refuses to act. He shall advise and counsel the
Chairman of the Board and the President, and, in the President's absence, other
executives of the Corporation, and shall perform such other duties as may from
time to time be assigned to him by the Board of Directors.



     SECTION 6. PRESIDENT. The President shall be the chief executive officer of
the Corporation. He shall, in the absence of the Chairman of the Board and the
Vice Chairman of the Board or if either shall not have been elected, preside at
each meeting of the Board of Directors (if he is a director) or the
stockholders. He shall perform all duties incident to the office of President
and chief operating officer and such other duties as may from time to time be
assigned to him by the Board of Directors.

     SECTION 7. VICE PRESIDENT. Each Vice President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President or in his absence or in the event
of his inability or refusal to act, the Vice President, or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice Presidents in the
order of their election), shall perform the duties of the President, and, when
so called, shall have the power of and be subject to the restrictions placed
upon the President in respect of the performance of such duties.

     SECTION 8. TREASURER. The Treasurer, if one shall then be elected, shall

          (a) have charge and custody of, and be responsible for, all the funds
     and securities of the Corporation;

          (b) keep full and accurate accounts of receipts and disbursements in
     books belonging to the Corporation;

          (c) deposit all moneys and other valuables to the credit of the
     Corporation in such depositaries as may be designated by the Board of
     Directors or pursuant to its direction;

          (d) receive, and give receipts for, moneys due and payable to the
     Corporation from any source whatsoever;

          (e) disburse the funds of the Corporation and supervise the
     investments of its funds, taking proper vouchers therefor;

          (f) render to the Board of Directors, whenever the Board of Directors
     may require, an account of the financial condition of the Corporation; and

          (g) in general, perform all duties incident to the office of the
     Treasurer and such other duties as from time to time may be assigned to him
     by the Board of Directors.



     SECTION 9. SECRETARY. The Secretary shall

          (a) keep or cause to be kept in one or more books provided for the
     purpose, the minutes of all meetings of the Board of Directors, the
     committees of the Board of Directors and the stockholders;

          (b) see that all notices are duly given in accordance with the
     provisions of these By-Laws and as required by law;

          (c) be custodian of the records and the seal of the Corporation and
     affix and attest the seal to all certificates for shares of the Corporation
     (unless the seal of the Corporation on such certificates shall be a
     facsimile, as hereinafter provided) and affix and attest the seal to all
     other documents to be executed on behalf of the Corporation under its seal;

          (d) see that the books, reports, statements, certificates and other
     documents and records required by law to be kept and filed are properly
     kept and filed; and

          (e) in general, perform all duties incident to the office of the
     Secretary and such other duties as from time to time may be assigned to him
     by the Board of Directors.

     SECTION 10. ASSISTANT TREASURER. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the 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
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

     SECTION 11. ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the 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
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

     SECTION 12. OFFICERS' BONDS OR OTHER SECURITY. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
or sureties as the Board of Directors may require.

     SECTION 13. COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.



                                    ARTICLE V
                                  SHARES, ETC.

     SECTION 1. SHARE CERTIFICATES. Each owner of shares of the Corporation
shall be entitled to have a certificate, in such form as shall be approved by
the Board of Directors, certifying the number of shares of the Corporation owned
by him. The certificates representing shares shall be signed in the name of the
Corporation by the Chairman of the Board or the Vice Chairman of the Board or
the President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Corporation (which seal may be a facsimile, engraved or printed); provided,
however, that where any such certificate is countersigned by a transfer agent,
or is registered by a registrar (other than the Corporation or one of its
employees), the signatures of the Chairman of the Board, Vice Chairman of the
Board, President, Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer upon such certificates may be facsimiles, engraved or
printed. In case any officer who shall have signed any such certificate shall
have ceased to be such officer before such certificate shall be issued, it may
nevertheless be issued by the Corporation with the same effect as if such
officer were still in office at the date of their issue. When the Corporation is
authorized to issue shares of more than one class, there shall be set forth upon
the face or back of the certificate, (or the certificate shall have a statement
that the Corporation will furnish to any shareholder upon request and without
charge) a full statement of the designation, relative rights, preferences, and
limitations of the shares of each separate class, or of the different shares
within each class, authorized to be issued and, if the Corporation is authorized
to issue any class of preferred shares in series, the designation, relative
rights, preferences and limitations of each such series so far as the same have
been fixed and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.

     SECTION 2. BOOKS OF ACCOUNT AND RECORD OF STOCKHOLDERS. There shall be kept
correct and complete books and records of account of all the business and
transactions of the Corporation. There shall also be kept, at the office of the
Corporation, or at the office of its transfer agent, a record containing the
names and addresses of all stockholders of the Corporation, the number of shares
held by each, and the dates when they became the holders of record thereof.

     SECTION 3. TRANSFER OF SHARES. Transfers of shares of the Corporation shall
be made on the records of the Corporation only upon authorization by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent,
and on surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the payment
of all taxes thereon. The person in whose name shares shall stand on the record
of stockholders of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall be
made for collateral security and not absolutely and written notice thereof shall
be given to the Secretary or to a transfer agent, such fact shall be noted on
the records of the Corporation.



     SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.

     SECTION 5. REGULATIONS. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.

     SECTION 6. FIXING OF RECORD DATE. The Board of Directors may fix, in
advance, a date not more than fifty nor less than ten days before the date when
fixed for the holding of any meeting of the stockholders or before the last day
on which the consent or dissent of the stockholders may be effectively expressed
for any purpose without a meeting, as the time as of which the stockholders
entitled to notice of and to vote at such meeting or whose consent or dissent is
required or may be expressed for any purpose, as the case may be, shall be
determined, and all persons who were stockholders of record of voting shares at
such time, and no others, shall be entitled to notice of and to vote at such
meeting or to express their consent or dissent, as the case may be. The Board of
Directors may fix, in advance, a date not more than fifty nor less than ten days
preceding the date fixed for the payment of any dividend or the making of any
distribution or the allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of shares or other
securities, as the record date for the determination of the stockholders
entitled to receive any such dividend, distribution, allotment, rights or
interests, and in such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution, allotment, rights or
interests.

     SECTION 7. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificate representing shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate, and the
Corporation may issue a new certificate in the place of any certificate
theretofore issued by it which the owner thereof shall allege to have been lost
or destroyed or which shall have been mutilated. The Board of Directors may, in
its discretion, require such owner or his legal representatives to give to the
Corporation a bond in such sum, limited or unlimited, and in such form and with
such surety or sureties as the Board of Directors in its absolute discretion
shall determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such
certificate, or the issuance of such new certificate.



                                   ARTICLE VI
                                 INDEMNIFICATION

     Except as may otherwise be specifically provided in the Certificate of
Incorporation, no provision of the Certificate of Incorporation is intended by
the Corporation to be construed as limiting, prohibiting, denying or abrogating
any of the general or specific powers or rights conferred under the General
Corporation Law of the State of Delaware (the "GCL") upon the Corporation, upon
its stockholders, bondholders and security holders, and upon its directors,
officers and other corporate personnel, including, in particular, the power of
the Corporation to furnish indemnification to directors and officers in the
capacities defined and prescribed by the General Corporation Law, as the same
are conferred under the General Corporation Law. The Corporation shall, to the
fullest extent permitted by the laws of the State of Delaware, including but not
limited to Section 145 of the GCL, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Section or otherwise under Delaware law from and against any and all of the
expenses, liabilities or other matters referred to or covered by said Section.
The indemnification provisions contained in the GCL shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, resolution of stockholders or disinterested directors, or
otherwise, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall inure to the
benefit of the heirs, executors and administrators of such person.

                                   ARTICLE VII
                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of the Corporation, unless otherwise provided
by statute or the Certificate of Incorporation.

     SECTION 2. RESERVES. Subject to the Certificate of Incorporation, before
payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
may, from time to time, in its absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors may think conducive to the interests of the Corporation. The
Board of Directors may modify or abolish any such reserves in the manner in
which it was created.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed,
and once fixed, may thereafter be changed, by resolution of the Directors.



     SECTION 4. CHECKS, NOTES, DRAFTS ETC. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation.

     SECTION 5. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.

     SECTION 6. VOTING OF STOCKS IN OTHER CORPORATIONS. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board, the
Vice Chairman of the Board, the President or any Vice President, from time to
time, may (or may appoint one or more attorneys or agents to) cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other securities of
such other corporations, or to consent in writing to any action by any such
other corporation. In the event one or more attorneys or agents are appointed,
the Chairman of the Board, the Vice Chairman of the Board, the President or any
Vice President may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent. The Chairman of the Board, the
Vice Chairman of the Board, the President or any Vice President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the premises.

     SECTION 7. RELATED PARTY TRANSACTIONS. The Corporation shall not engage in
any transaction with any of its directors, officers or shareholders owning,
directly or indirectly, 5% of the shares of Common Stock of the Corporation,
unless such transaction has been approved by both a majority of the entire Board
of Directors, as well as by a majority of the independent outside directors or
by a majority of the Corporation's Disinterested Stockholders. As used herein,
the term "Disinterested Stockholder" shall mean any record holder of Common
Stock of the Corporation who is not: (i) an officer, director or employee, or
former officer, director or employee, of the Corporation or any subsidiary or
affiliate (as that term is defined in the Securities Act of 1933, as amended,
and the regulations promulgated thereunder) of the Corporation; (ii) an
affiliate of any such present or former officer, director or employee of the
Corporation; or (iii) a holder, directly or indirectly, of five (5%) percent or
more of any class or series of voting securities of the Corporation or any
affiliate thereof.



                                  ARTICLE VIII
                           FORCE AND EFFECT OF BY-LAWS

     These By-Laws are subject to the provisions of the GCL and the
Corporation's Certificate of Incorporation, as it may be amended from time to
time. If any provision in these By-Laws is inconsistent with a provision in the
GCL or the Certificate of Incorporation, the provision of the GCL or the
Certificate of Incorporation shall govern. Wherever in these By-Laws references
are made to more than one incorporator, director or stockholder, they shall, if
this is a sole incorporator, director or stockholder corporation, be construed
to mean the solitary person; and all provisions dealing with the quantum of
majorities or quorums shall be deemed to mean the action by the one person
constituting the Corporation.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be amended or repealed or new By-Laws may be adopted at
an annual or special meeting of stockholders at which a quorum is present or
represented, by the vote of the holders of shares entitled to vote thereon
provided that notice of the proposed amendment or repeal or adoption of new
By-Laws is contained in the notice of such meeting. These By-Laws may also be
amended or repealed or new By-Laws may be adopted by the Board of Directors at
any regular or special meeting of the Board of Directors; provided that Article
VII, Section 7 of these By-Laws may only be amended or repealed, or new By-Laws
adopted which have the effect of amending or repealing Article VII, Section 7 of
these By-Laws, by the vote or written consent of the holders of a majority of
the outstanding shares of capital stock entitled to vote thereon which is held
by Disinterested Stockholders. If any By-Law regulating an impending election of
directors is adopted, amended or repealed by the Board of Directors, there shall
be set forth in the notice of the next meeting of the stockholders for the
election of directors the By-Law so adopted, amended or repealed, together with
a concise statement of the changes made. By-Laws adopted by the Board of
Directors may be amended or repealed by the stockholders.