EXHIBIT 3.210

BY-LAWS

FRANKLIN ATHLETIC CLUB, INC.

OUTLINE

ARTICLE I FISCAL YEAR........................................................................................ 1

ARTICLE II STOCKHOLDERS...................................................................................... 1
Section 1. Annual Meeting................................................................................ 1
Section 2. Special Meetings.............................................................................. 1
Section 3. Place of Meetings............................................................................. 1
Section 4. Notices....................................................................................... 2
Section 5. Quorum........................................................................................ 2
Section 6. Voting and Proxies............................................................................ 2
Section 7. Action at Meeting............................................................................. 2
Section 8. Special Action................................................................................ 3
Section 9. Record Date................................................................................... 3

ARTICLE III DIRECTORS........................................................................................ 3
Section 1. Powers........................................................................................ 3
Section 2. Election...................................................................................... 3
Section 3. Vacancies..................................................................................... 3
Section 4. Enlargement of the Board...................................................................... 4
Section 5. Tenure........................................................................................ 4
Section 6. Removal....................................................................................... 4
Section 7. Annual Meeting................................................................................ 4
Section 8. Regular Meetings.............................................................................. 4
Section 9. Special Meetings.............................................................................. 4
Section 10. Notice of Special Meetings................................................................... 5
Section 11. Quorum....................................................................................... 5
Section 12. Action at Meeting............................................................................ 5
Section 13. Participation by Telephone at a Meeting...................................................... 5
Section 14. Special Action............................................................................... 5
Section 15. Committees................................................................................... 5
Section 16. Chairman..................................................................................... 6

ARTICLE IV OFFICERS.......................................................................................... 6
Section 1. Enumeration................................................................................... 6
Section 2. Election...................................................................................... 6
Section 3. Qualification................................................................................. 6

Section 4. Tenure........................................................................................ 6
Section 5. Removal....................................................................................... 7
Section 6. President..................................................................................... 7
Section 7. Vice Presidents............................................................................... 7
Section 8. Treasurer..................................................................................... 7
Section 9. Assistant Treasurers.......................................................................... 7
Section 10. Clerk (Clerk/Secretary)...................................................................... 7
Section 11. Assistant Clerks............................................................................. 8
Section 12. Secretary and Assistant Secretaries.......................................................... 8

ARTICLE V PROVISIONS RELATING TO CAPITAL STOCK............................................................... 8
Section 1. Unissued Stock................................................................................ 8
Section 2. Certificates of Stock......................................................................... 8
Section 3. Transfer of Stock............................................................................. 9
Section 4. Equitable Interests Not Recognized............................................................ 9
Section 5. Lost or Destroyed Certificates................................................................ 9

ARTICLE VI STOCK IN OTHER CORPORATIONS....................................................................... 9

ARTICLE VII INSPECTION OF RECORDS............................................................................ 10

ARTICLE VIII CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS..................................................... 10

ARTICLE IX SEAL.............................................................................................. 10

ARTICLE X AMENDMENTS......................................................................................... 10

ARTICLE XI TRANSACTIONS WITH RELATED PARTIES................................................................. 11

ARTICLE XII INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS................................................ 11

ARTICLE XIII S CORPORATION STATUS............................................................................ 12

BY-LAWS

FRANKLIN ATHLETIC CLUB, INC.

ARTICLE I

FISCAL YEAR

The fiscal year of FRANKLIN ATHLETIC CLUB, INC. (the "Corporation")
shall be the twelve months ending on the last day of December.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meeting.

The annual meeting of stockholders shall be held within six (6) months
of the end of the Corporation's fiscal year at the hour fixed by the Directors
or the President and stated in the notice of the meeting. The purposes for which
the annual meeting is to be held, in addition to those prescribed by law, by the
Articles of Organization or by these By-laws, may be specified by the Directors
or the President. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu thereof, and any action taken
at such meeting shall have the same effect as if taken at the annual meeting.

Section 2. Special Meetings.

Special meetings of the stockholders may be called by the President, or
by a majority of the Directors acting by vote or by written instrument(s) signed
by such a majority of them. Special meetings of the stockholders shall be called
by the Clerk, or in case of the death, absence, incapacity or refusal of the
Clerk, by any other officer, upon written application of one or more
stockholders who are entitled to vote at the meeting and who hold at least ten
percent (10%) interest of the capital stock entitled to vote at the meeting,
stating the time, place and purposes of the meeting. No calling of a special
meeting of the stockholders is required if such notice of the meeting has been
waived in writing by every stockholder entitled to notice thereof, or by his
attorney thereunto authorized.

Section 3. Place of Meetings.

All meetings of stockholders shall be held at the principal office of
the Corporation unless a different place (within the United States) is fixed by
the Directors or the President and stated in the notice of the meeting.

Section 4. Notices.

Notice of all meetings of stockholders shall be given as follows: A
written notice, stating the place, day and hour, shall be given by the Clerk or
an Assistant Clerk or the person(s) calling the meeting, at least seven (7) days
before the meeting, to each stockholder entitled to vote thereat and to each
stockholder who, by law, the Articles of Organization, or these By-laws, is
entitled to such notice, by leaving such notice with him or at his residence or
usual place of business, or by delivering by overnight courier or mailing it,
delivery or postage prepaid, and addressed to such stockholder at his address as
it appears upon the books of the Corporation. Notices of all meetings of
stockholders shall state the purposes for which the meetings are called. No
notice need be given to any stockholder if a waiver of notice in writing,
executed before or after the meeting by the stockholder or his attorney, is
filed with the records of the meeting.

Section 5. Quorum.

At any meeting of stockholders, a quorum for the transaction of
business shall consist of one or more individuals appearing in person and/or as
proxies and owning and/or representing more than fifty percent (50%) of the
shares of the Corporation then outstanding and entitled to vote. Any meeting may
be adjourned from time to time by majority vote properly cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.

Section 6. Voting and Proxies.

Each stockholder shall have one vote for each share of stock entitled
to vote, and a proportionate vote for any fractional share entitled to vote,
held by him of record according to the records of the Corporation, unless
otherwise provided by the Articles of Organization. Stockholders may vote either
in person or by written proxy dated not more than six months before the meeting
named therein. Proxies shall be filed with the Clerk or other person responsible
for recording the proceedings before being voted at any meeting or any
adjournment thereof. Except as otherwise limited therein, proxies shall entitle
the persons named therein to vote at the meeting specified therein and at any
adjourned session of such meeting, but shall not be valid after final
adjournment of the meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them unless at or prior
to exercise of the proxy the Corporation receives a specific written notice to
the contrary from anyone of them. A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged at or prior to
its exercise. The burden of proving invalidity shall rest on the challenger.

Section 7. Action at Meeting.

When a quorum is present, the action of the stockholders on any matter
properly brought before such meeting shall be decided by the stockholders
holding a majority of the stock present or represented and entitled to vote and
voting on such matter, except where a different vote is required by law, the
Articles of Organization or these By-laws. No ballot shall be required for the
election of directors unless requested by a stockholder present or represented
at the meeting and entitled to vote in the election.

Section 8. Special Action.

Any action taken by stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter, or any lesser number or proportion
permitted by Chapter 156B of the Massachusetts General Law, as amended from time
to time, consent to the action by a writing filed with the records of the
meetings of stockholders. Such consent shall be treated for all purposes as a
vote at a meeting.

Section 9. Record Date.

The Directors may fix in advance a time which shall be not more than
sixty days prior to (a) the date of any meeting of stockholders, (b) the date
for the payment of any dividend or the making of any distribution to
stockholders, or (c) the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof, the right to receive such dividend or
distribution, or the right to give such. consent or dissent. In such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the Corporation after the
record date. Without fixing such record date the Directors may for any of such
purposes close the transfer books for all or any part of such period.

ARTICLE III

DIRECTORS

Section 1. Powers.

The business of the Corporation shall be managed by a Board of
Directors who shall have and may exercise all the powers of the Corporation
except as otherwise reserved to the stockholders by law, by the Articles of
Organization, or by these By-laws.

Section 2. Election.

A Board of Directors of such number, not less than three (except that
whenever there shall be only two stockholders the number of directors shall be
not less than two and whenever there shall be only one stockholder or prior to
the issuance of any stock the number of directors shall be not less than one),
nor more than fifteen, as shall be fixed by the stockholders, shall be elected
by the stockholders at the annual meeting.

Section 3. Vacancies.

Any vacancy at any time existing in the Board may be filled by the
Board at any meeting. The stockholders having voting power may, at a special
meeting called at least in part for the purpose, choose a successor to a
Director whose office is vacant, and the person so chosen shall displace any
successor chosen by the Directors. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

Section 4. Enlargement of the Board.

The number of the Board of Directors may be increased and one or more
additional Directors elected at any special meeting of the stockholders, called
at least in part for the purpose, or by the Directors by vote of all of the
Directors then in office. The stockholders may, by majority vote, overrule any
such increase approved by the Directors.

Section 5. Tenure.

Except as otherwise provided by law, by the Articles of Organization,
or by these By-laws, a Director shall hold office until the earlier of his
resignation, death, or removal. Any Director may resign by delivering his
written resignation to the Corporation at its principal office or to the
President or Clerk. Such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.

Section 6. Removal.

A Director may be removed from office (a) with or without cause by vote
of stockholders holding a majority of the shares entitled to vote in the
election of Directors or (b) for cause by vote of two-thirds of the Directors
then in office other than the Director subject to removal. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.

Section 7. Annual Meeting.

Immediately after each annual meeting of stockholders, or the special
meeting held in lieu thereof, if a quorum of the Directors elected at such
meeting are present, there shall be a meeting of the Directors without notice.
If such a quorum of the Directors elected thereat were not present at such
meeting, or if present do not proceed immediately thereafter to hold a meeting
of the Directors, the annual meeting of the Directors shall be called in the
manner hereinafter provided with respect to the calling of special meetings of
Directors.

Section 8. Regular Meetings.

Regular meetings of the Directors may be held at such times and places
as shall from time to time be fixed by resolution of the Board. No notice need
be given of regular meetings held at times and places so fixed. If at any
meeting of Directors at which a resolution is adopted fixing the times or place
or places for any regular meetings any Director is absent, no meeting shall be
held pursuant to such resolution until either each such absent Director has been
notified of the change in writing by the Clerk on seven (7) days notice.

Section 9. Special Meetings.

Special meetings of the Directors may be called by the President or by
the Treasurer or by any Director and shall be held at the place designated in
the can thereof.

Section 10. Notice of Special Meetings.

Notices of any special meeting of the Directors shall be given by the
Clerk or any Assistant Clerk to each Director, by delivering to him, postage or
delivery charges prepaid, and addressed to him at his address, electronic mail
address, or facsimile number as registered on the books of the Corporation at
least forty-eight hours before the meeting, notice of such meeting. Such
delivery may be made by hand, overnight courier, facsimile, electronic mail, or
by regular mail, but if made by the latter shall not be effective unless placed
in the mail at least five (5) days before the date of the meeting. If the Clerk
refuses or neglects for more than twenty-four hours after receipt of the call to
give notice of such special meeting, or if the office of Clerk is vacant or the
Clerk is absent from the Commonwealth of Massachusetts, or incapacitated, such
notice may be given by the officer or Directors calling the meeting. Notice need
not be given to any Director if a waiver of notice in writing, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director who is present in person at the meeting without protesting prior
thereto or at its commencement the lack of notice to him. A notice or waiver of
notice of a Directors' meeting need not specify the purposes of the meeting.

Section 11. Quorum.

At any meeting of the Directors a majority of the Directors shall
constitute a quorum for the transaction of business.

Section 12. Action at Meeting.

At any meeting of the Directors at which a quorum is present, the
action of the Directors on any matter brought before the meeting shall be
decided by the vote of a majority of those present and voting, unless a
different vote is required by law, the Articles of Organization, or these
Bylaws.

Section 13. Participation by Telephone at a Meeting.

Any Director or member of any committee designated by the Directors may
participate in a meeting of the Directors or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting for
all purposes. including without limitation, for purposes of Sections 10, 11, 12
and 15 of this Article.

Section 14. Special Action.

Any action by the Directors may be taken without a meeting if a written
consent thereto is signed by all the Directors and filed with the records of the
Directors' meetings. Such consent shall be treated as a vote of the Directors
for all purposes.

Section 15. Committees.

The Directors may, by vote of a majority of the number of Directors
present and voting, elect from their number an executive or other committees and
may by like vote delegate thereto

some or all of their powers except those which by law, the Articles of
Organization, or these By-laws they are prohibited from delegating. Except as
the Directors may otherwise determine. any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Directors or in
such rules, its business shall be conducted as nearly as may be in the same
manner as is provided by these By-laws for the Directors.

Section 16. Chairman.

The Directors may elect from their number a Chairman of the Board who
shall preside at all meetings of the Board of Directors and may have such
additional powers and responsibilities, executive or otherwise, as may from time
to time be vested in him by resolution of the Board of Directors.

ARTICLE IV

OFFICERS

Section 1. Enumeration

The officers of the Corporation shall be a President, a Treasurer, a
Clerk, and such Vice Presidents, Assistant Treasurers, Assistant Clerks, and
other officers as may from time to time be determined by the Directors.

Section 2. Election.

The President, Treasurer, and Clerk shall be elected by the
incorporator(s) at their initial meeting and thereafter shall be elected
annually by the Directors at their first meeting following the annual meeting of
stockholders, or the special meeting held in lieu thereof. Other officers may be
chosen by the incorporator(s) at their initial meeting and by the Directors.

Section 3. Qualification.

Any officer may, but need not be, a Director or a stockholder. Any two
or more offices may be held by the same person. The Clerk shall be a resident of
Massachusetts unless the Corporation has a resident agent appointed for the
purpose of service of process. Any officer may be required by the Directors to
give bond for the faithful performance of his duties to the Corporation in such
amount and with such sureties as the Directors may determine.

Section 4. Tenure.

Except as otherwise provided by law, by the Articles of Organization or
by these By-laws, the officers shall hold office until the earlier of his
resignation, death, or replacement, or the expiration of his term. Any officer
may resign by delivering his written resignation to the Corporation at its
principal office or to the President or Clerk, and such resignation shall be'
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.

Section 5. Removal.

The Directors may remove any officer with or without cause by a vote of
a majority of the entire number of Directors then in office, provided, that an
officer may be removed for cause only after reasonable notice and opportunity to
be heard by the Board of Directors prior to action thereon.

Section 6. President.

The President when present shall preside at all meetings of the
stockholders and of the Directors. It shall be his duty and he shall have the
power to see that all orders and resolutions of the Directors are carried into
effect. The President, as soon as reasonably possible after the close of each
fiscal year, shall submit to the Directors a report of the operations of the
Corporation for such year and a statement of its affairs and shall from time to
time report to the Directors all matters within his knowledge which the
interests of the Corporation may require to be brought to its notice. The
President shall perform such duties and have such powers, additional to the
foregoing as the Directors shall designate.

Section 7. Vice Presidents.

In the absence or disability of the President or a vacancy in such
office, his powers and duties shall be performed by the Vice President, if only
one, or, if more than one, by the one designated for the purpose by the
Directors. Each Vice President shall have such other powers and perform such
other duties as the Directors shall from time to time designate.

Section 8. Treasurer.

The Treasurer shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as shall be designated by the Directors or, in the absence of
such designation, in such depositories as he shall from time to time deem
proper. He shall disburse the funds of the Corporation as shall be ordered by
the Directors, taking proper vouchers for such disbursements. He shall promptly
render to the President and to the Directors such statements of his transactions
and accounts as the President and Directors respectively may from time to time
require. The Treasurer shall perform such duties and have such powers additional
to the foregoing as the Directors may designate.

Section 9. Assistant Treasurers.

In the absence or disability of the Treasurer, his powers and duties
shall be performed by the Assistant Treasurer, if only one, or, if more than
one, by the one designated for the purpose by the Directors. Each Assistant
Treasurer shall have such other powers and perform such other duties as the
Directors shall from time to time designate.

Section 10. Clerk (Clerk/Secretary).

The Clerk shall record in books kept for the purpose all votes and
proceedings of the stockholders and, if there be no Secretary or Assistant
Secretary, the Clerk may be referred to as

Secretary and shall record as aforesaid all votes and proceedings of the
Directors at their meetings. Unless the Directors shall appoint a transfer agent
and/or registrar or other officer or officers for the purpose, the Clerk shall
be charged with the duty of keeping, or causing to be kept, accurate records of
all stock outstanding, stock certificates issued and stock transfers and,
subject to such other or different rules as shall be adopted from time to time
by the Directors, such records may be kept solely in the stock certificate
books. The Clerk shall perform such duties and have such powers additional to
the foregoing as the Directors shall designate.

The Clerk shall be a resident of the Commonwealth of Massachusetts
unless the Corporation has appointed a resident agent for the purpose of
accepting service of process.

Section 11. Assistant Clerks.

In the absence or disability of the Clerk or in the event of a vacancy
in such office, the Assistant Clerk, if one be elected, or, if there be more
than one, the one designated for the purpose by the Directors, shall perform the
duties of the Clerk. Each Assistant Clerk shall have such other powers and
perform such other duties as these By-laws may provide or as the Directors may
from time to time designate. A Temporary Clerk designated by the person
presiding shall perform the duties of the Clerk in the absence of the Clerk and
Assistant Clerks from any meeting of stockholders or Directors.

Section 12. Secretary and Assistant Secretaries.

If a Secretary is elected, he shall keep a record of the meetings of
the Directors and in his absence, an Assistant Secretary, if one be elected, or,
if there be more than one, the one designated for the purpose by the Directors,
otherwise the Clerk/Secretary, or, in his absence, a Temporary Clerk/Secretary
designated by the person presiding at the meeting, shall perform the duties of
the Secretary. Each Assistant Secretary shall have such other powers and perform
such other duties as ) the Directors may from time to time designate.

ARTICLE V

PROVISIONS RELATING TO CAPITAL STOCK

Section 1. Unissued Stock.

The Board of Directors shall have the authority upon majority vote to
issue from time to time. the whole or any part of any unissued balance of the
authorized stock of the Corporation to such persons, for such consideration,
whether cash, property, services or for a debt or note, and on such terms as the
Directors may from time to time determine without first offering the same for
subscription to existing stockholders of the Corporation.

Section 2. Certificates of Stock.

Each stockholder shall be entitled to a certificate or certificates
representing in the aggregate the shares owned by him and certifying the number
and class thereof, which shall be in such form as the Directors shall adopt.
Each certificate of stock shall be signed by (a) the

President, a Vice President, or the Chief Executive Officer and (b) by the
Treasurer or an Assistant Treasurer, but when a certificate is countersigned by
a transfer agent or a registrar, other then a Director, officer or employee of
the Corporation, such signatures may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed on such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
time of its issue. Every certificate for shares of stock which are subject to
any restriction on transfer pursuant to the Articles of Organization, the
By-laws or any agreement to which the Corporation is a party, shall have the
restriction noted conspicuously on the certificate and shall also set forth on
the face or back either the full text of the restriction or a statement of the
existence of such restriction and a statement that the Corporation will furnish
a copy to the holder of such certificate upon written request and without
charge.

Section 3. Transfer of Stock.

The stock of the Corporation shall be transferable, so as to affect the
rights of the Corporation, only by transfer recorded on the books of the
Corporation, in person or by duly authorized attorney, and upon the surrender of
the certificate or certificates properly endorsed or assigned.

Section 4. Equitable Interests Not Recognized.

The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person except as may be otherwise expressly provided by
law.

Section 5. Lost or Destroyed Certificates.

The Directors of the Corporation may, subject to Massachusetts General
Laws, Chapter 156B, Section 29, as amended from time to time, determine the
conditions upon which a new certificate of stock may be issued in place of any
certificate alleged to have been lost, destroyed, or mutilated.

ARTICLE VI

STOCK IN OTHER CORPORATIONS

Except as the Directors may otherwise designate, the President or
Treasurer may waive notice of, and appoint any person or persons to act as proxy
or attorney in fact for this Corporation (with or without power of substitution)
at, any meeting of stockholders or shareholders, or to act as director or
officer of any other Corporation or organization, the securities of which may be
held by this Corporation.

ARTICLE VII

INSPECTION OF RECORDS

Books, accounts, documents and records of the Corporation shall be open
to inspection by any Director at all times during the usual hours of business.
The original, or attested copies, of the Articles of Organization, By-laws and
records of all meetings of the incorporators and stockholders, and the stock and
transfer records, which shall contain the names of all stockholders and the
record address and the amount of stock held by each, shall be kept in
Massachusetts at the principal office of the Corporation, or at an office of its
transfer agent or of the Clerk or of its registered agent. Said copies and
records need not all be kept in the same office. They shall be available at all
reasonable times to the inspection of any stockholder for any proper purpose,
but not to secure a list of stockholders for the purpose of selling said list or
copies thereof or of using the same for any purpose other than in the interest
of the applicant, as a stockholder, relative to the affairs of the Corporation.

ARTICLE VIII

CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

Checks, notes, drafts and other instruments for the payment of money
drawn or endorsed in the name of the Corporation may be signed by any officer or
officers or person or persons authorized by the Directors to sign the same.

ARTICLE IX

SEAL

The seal of the Corporation shall be circular in form, bearing its
name, the word "Massachusetts," and the year of its incorporation. The Clerk or
any Assistant Clerk may affix the seal (as may any other officer if authorized
by the Directors) to any instrument requiring the corporate seal.

ARTICLE X

AMENDMENTS

These By-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in the
notice of the meeting. The Directors may also make, amend, or repeal these
By-laws in whole or in part, except with respect to any provision thereof which
by law, the Articles of Organization, or these By-laws requires action by the
stockholders. Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the Directors
of any By-law, notice thereof stating the substance of such change shall be
given to all stockholders entitled to

vote on amending the Bylaws. Any By-law adopted by the Directors may be amended
or repealed by the stockholders.

ARTICLE XI

TRANSACTIONS WITH RELATED PARTIES

The Corporation may enter into contracts or transact business with one
or more of its Directors, officers, or stockholders or with any corporation,
association, trust company, organization or other concern in which anyone or
more of its Directors, officers or stockholders are directors, officers,
trustees, shareholders, beneficiaries or stockholders or otherwise interested
and other contracts or transactions in which anyone or more of its Directors,
officers or stockholders is in any way interested; and in the absence of fraud,
no such contract or transaction shall be invalidated or in any way affected by
the fact that such Directors, officers or stockholders of the Corporation have
or may have interests which are or might be adverse to the interest of the
Corporation even though the vote or action of Directors, officers or
stockholders having such adverse interests may have been necessary to obligate
the Corporation upon such contract or transaction. At any meeting of the Board
of Directors of the Corporation (or any duly authorized committee thereof) which
shall authorize or ratify any such contract or transaction, any such Director or
Directors, may vote or act thereat with like force and effect as if he had not
such interest, provided, in such case the nature of such interest (though not
necessarily the extent or details thereof) shall be disclosed or shall have been
known to the Directors or a majority thereof. A general notice that a Director
or officer is interested in any corporation or other concern of any kind above
referred to shall be a sufficient disclosure as to such Director or officer with
respect to all contracts and transactions with such corporation or other
concern. No Director shall be disqualified from holding office as Director or
officer of the Corporation by reason of any such adverse interests. In the
absence of fraud, no Director, officer or stockholder having such adverse
interest shall be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it under or by reason of
such contract or transaction, nor shall any such Director, officer or
stockholder be accountable for any gains or profits realized thereon.

ARTICLE XII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

The Corporation shall, to the extent legally permissible, indemnify any
person serving or who has served as a Director or officer of the Corporation in
the manner prescribed by the Articles of Organization, as amended and restated
from time to time, of the Corporation.

ARTICLE XIII

S CORPORATION STATUS

For so long as the Corporation is an S corporation, as that term is
understood under federal tax law, no action may be taken by the Board of
Directors or the Corporation which would cause the Corporation to lose its
status as an S corporation, unless stockholders holding at least a majority of
the issued and outstanding capital stock of the Corporation consent to such
action.

THIS IS THE END OF THESE BY-LAWS