EXHIBIT 3.2

BYLAWS

COVANSYS CORPORATION

.
.
.

TABLE OF CONTENTS

PAGE

ARTICLE I Shareholders................................................................. 1
Section 1. Annual Meeting............................................................... 1
Section 2. Special Meetings............................................................. 1
Section 3. Place and Time of Meetings................................................... 1
Section 4. Notice of Meetings........................................................... 1
Section 5. Fixing of Record Dates....................................................... 1
Section 6. List of Shareholders......................................................... 2
Section 7. Quorum....................................................................... 2
Section 8. Organization................................................................. 2
Section 9. Proxies...................................................................... 2
Section 10. Voting....................................................................... 2

ARTICLE II Board of Directors........................................................... 3
Section 1. Number and Term of Office.................................................... 3
Section 2. Qualification................................................................ 4
Section 3. Removal, Vacancies, and Additional Directors................................. 4
Section 4. Place of Meeting............................................................. 4
Section 5. Regular Meetings............................................................. 4
Section 6. Special Meetings............................................................. 4
Section 7. Notice....................................................................... 4
Section 8. Quorum....................................................................... 4
Section 9. Compensation of Directors.................................................... 5
Section 10. Organization................................................................. 5
Section 11. Dissents..................................................................... 5
Section 12. Voting Requirements.......................................................... 5

ARTICLE III Committees................................................................... 5
Section 1. Appointment and Powers....................................................... 5

ARTICLE IV Officers..................................................................... 6
Section 1. Officers..................................................................... 6
Section 2. Chairman of the Board........................................................ 7
Section 3. President.................................................................... 7
Section 4. Vice Presidents.............................................................. 7
Section 5. Secretary.................................................................... 7
Section 6. Treasurer.................................................................... 7
Section 7. Assistant Secretary and Assistant Treasurer.................................. 7
Section 8. Giving of Bond by Officers................................................... 8
Section 9. Absence or Disability........................................................ 8
Section 10. Voting Upon Stocks........................................................... 8

Section 11. Compensation of Officers..................................................... 8

ARTICLE V Capital Stock................................................................ 8
Section 1. Certificates for Shares...................................................... 8
Section 2. Lost, Stolen or Destroyed Certificates....................................... 8
Section 3. Transfer of Shares........................................................... 9
Section 4. Regulations.................................................................. 9
Section 5. Lien......................................................................... 9
Section 6. Dividends.................................................................... 9

ARTICLE VI General Provisions.................................................................... 10
Section 1. Corporate Seal............................................................... 10
Section 2. Checks, Notes, Etc........................................................... 10
Section 3. Fiscal Year.................................................................. 10
Section 4. Loans, Contracts and Conveyances............................................. 10
Section 5. Waiver of Notice............................................................. 10
Section 6. Action Without Meeting....................................................... 11
Section 7. Participation by Communication Equipment..................................... 11
Section 8. Indemnification by the Corporation........................................... 11
Section 9. Insurance.................................................................... 12
Section 10. Dealing with Corporation..................................................... 12

ARTICLE VII Amendments................................................................... 13
Section 1. Amendment.................................................................... 13

BYLAWS
OF
COVANSYS CORPORATION

ARTICLE I

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of shareholders of the
Corporation shall be held at such time and place as shall be determined by
resolution of the Board of Directors.

SECTION 2. SPECIAL MEETINGS. Special meetings of shareholders may be
called at any time by a majority of the Board of Directors acting with or
without a meeting, by the Chairman of the Board of Directors (if such office is
filled), or by the President, and shall be called by the President or Secretary
at the written request of any number of shareholders holding together not less
than 25% of the total outstanding shares of any class of stock of the
Corporation entitled to vote at such meeting. Each such request shall state the
purpose or purposes for which the meeting is to be called.

Upon request in writing delivered either in person or by registered
mail to the President or Secretary by any person or persons entitled to call a
meeting of shareholders, such officer shall forthwith cause to be given to the
shareholders entitled thereto notice of such meeting to be held on a date not
less than ten nor more than 60 days after the delivery or mailing of such
request, as such officer may fix. If such notice is not given within 15 days
after the delivery or mailing of such request, then the person or persons making
such request may call a meeting and give or cause to be given notice in the
manner as provided in the Bylaws.

SECTION 3. PLACE AND TIME OF MEETINGS. Any meeting of shareholders may
be held at the principal office of the Corporation, or at such other place
either within or without the State of Michigan and at such time as shall be
designated in the notice of the meeting.

SECTION 4. NOTICE OF MEETINGS. Written notice of the time, place and
purposes of a meeting of shareholders shall be given, except as otherwise
required by law or provided in the Articles of Incorporation or Bylaws, not less
than ten nor more than 60 days before the date of such meeting to each
shareholder of the Corporation entitled to vote at such meeting, either
personally or by mailing such notice to each such shareholder's address as the
meeting only such business is transacted as might have been transacted at the
original meeting. However, if after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record on the new record date entitled to
notice as provided in this Section 4.

SECTION 5. FIXING OF RECORD DATES. The Board of Directors may fix in
advance a date as the record date for the purpose of determining shareholders
entitled to notice of and to

vote at a meeting of shareholders or an adjournment thereof, or to express
consent or dissent from a proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of a dividend or allotment
of a right, or for the purpose of any other action. The date shall not be more
than 60 nor less than ten days before the date of the meeting, nor more than 60
days before any other action. This Section 5 shall not affect the rights between
a shareholder and his transferor or transferee.

SECTION 6. LIST OF SHAREHOLDERS. The Secretary of the Corporation shall
make and certify, or cause any agent having charge of the stock transfer books
for the Corporation to make and certify, a complete list of the shareholders
entitled to vote at a meeting of shareholders or any adjournment thereof. Such
list shall be arranged alphabetically within each class and series, with the
address of and number of shares held by, each shareholder; be produced at the
time and place of the meeting; be subject to inspection by any shareholder
during the whole time of the meeting; and be prima facie evidence as to the
names of the shareholders entitled to examine the list or to vote at the
meeting.

SECTION 7. QUORUM. At any meeting of shareholders, the holders of a
majority in number of all the shares of each class of the capital stock of the
Corporation issued and outstanding, entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum of the shareholders
for all purposes, unless the representation of a larger number of shares of each
class shall be required by law, by the Articles of Incorporation or by a Bylaw
adopted by the shareholders, and in that case the representation of the number
of shares so required shall constitute a quorum.

The shareholders present in person or by proxy at a meeting at which a
quorum is initially present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Whether or not a quorum is present, the meeting may be adjourned by a
vote of the shareholders present.

SECTION 8. ORGANIZATION. The Chairman of the Board (if such office is
filled) the President, or a Vice President shall call meetings of shareholders
to order, and shall act as Chairman of such meetings. The Secretary of the
Corporation shall act as secretary of all meetings of shareholders; but in the
absence of the Secretary, the chairman may appoint any person to act as
secretary of the meeting.

SECTION 9. PROXIES. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
other persons to act for such shareholder by proxy. A proxy shall be signed by
the shareholder or such shareholder's authorized agent or representative. A
proxy is not valid after the expiration of three years from its date unless
otherwise provided in the proxy. A proxy is revocable at the pleasure of the
shareholder executing it, except as otherwise provided by law.

SECTION 10. VOTING. Each outstanding share of capital stock is entitled
to one vote on each matter submitted to a vote, unless otherwise provided in the
Articles of Incorporation. The vote upon any matter as to which a vote by ballot
is required by law, and, upon the demand of

any shareholder, the vote upon any other matter before the meeting, shall be
cast by ballot; otherwise all votes shall be cast orally. Except as to the
election of the Directors and as otherwise provided by law or by the Articles of
Incorporation, when an action is to be taken by a vote of the shareholders it
shall be authorized by a majority of the votes cast by the holders of the shares
entitled to vote thereon. Except as otherwise provided by the Articles of
Incorporation, Directors shall be elected by a plurality of the votes cast at an
election.

Shares of the capital stock of the Corporation belonging to the
Corporation shall not be voted, nor shall any stock so owned be counted in
determining whether a quorum is present at any meeting.

Shares of the capital stock held by a person in a representative or
fiduciary capacity may be voted by such person without a transfer of the shares
into such person's name. Except as otherwise provided by law, shares of the
capital stock held by two or more persons as joint tenants or as tenants in
common may be voted at a meeting of shareholders by any of such persons. A
shareholder whose shares are pledged is entitled to vote the shares unless or
until such shares have been transferred into the name of the pledgee or a
nominee or proxy of such pledgee.

The requirements of Section 780 of the Michigan Corporation Act, MCLA
Section 450.780, shall not apply to the Business Combinations (as that term is
defined in Chapter 7A of the Michigan Business Corporation Act, MCLA Section
450.775 et Seq. (the "Business Combination Act") among the Company and the
Purchasers as that term is defined in that certain Stock Purchase Agreement
dated March 17, 2000 between the Company, CDR-Cookie Acquisition, L.L.C. and
CDR-Cookie Acquisition VI-A, L.L.C., Chapter 7B of the Michigan Business
Corporation Act, MCLA Section 450.1790 et. seq., (the "Control Share Act") shall
not apply to Control Share Acquisitions (as such term is defined in the Control
Share Act) of shares of the Company.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The business,
affairs and property of the Corporation shall be managed and controlled by a
Board of at least one but not more than ten (10) Directors, as determined by the
Board of Directors or shareholders from time to time. The Directors shall be
divided into three classes, each as nearly equal in number as possible. The term
of office of Directors of the first class shall expire at the first annual
meeting of shareholders after their election, that of the second class shall
expire at the second annual meeting after their election, and that of the third
class shall expire at the third annual meeting after their election. At each
annual meeting of shareholders after such classification, a number of Directors
equal to the number of the class whose term expires at the time of the meeting
shall be elected to hold office until the third succeeding annual meeting.
Directors need not be shareholders of the Corporation or residents of the State
of Michigan. A Director shall hold office for the term for which such Director
is elected and until such Director's successor is

elected and qualified, or until such Director's resignation or removal. A
Director may resign by written notice to the Corporation.

SECTION 2. QUALIFICATION. Each Director shall qualify either by
accepting the election as a Director in writing, or by acting at a meeting of
the Board of Directors.

SECTION 3. REMOVAL, VACANCIES, AND ADDITIONAL DIRECTORS. The holders of
a majority in number of the shares of the capital stock of the Corporation
outstanding and entitled to vote at an election of Directors may remove any
Director or the entire Board of Directors with or without cause and fill the
vacancy or vacancies thereby created. Vacancies caused by such removal and not
filled by the shareholders at the meeting at which such removal shall have been
made, or any vacancy caused by the death or resignation of any Director, the
creation of additional directorships, or for any other reason, may be filled by
the affirmative vote of a majority of the Directors then in office though less
than a majority of the number of Directors authorized by Section 1 of this
Article II; provided, however, that the term of office of any Director so
elected to fill such vacancy shall expire at the next election of Directors by
the shareholders.

SECTION 4. PLACE OF MEETING. The Board of Directors may hold their
meetings in such place or places in the State of Michigan or outside the State
of Michigan as the Board of Directors from time to time shall determine.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times and places as the Board from time to time by
resolution shall determine. No notice shall be required for any regular meeting
of the Board of Directors; but a copy of every resolution fixing or changing the
time or place of regular meetings shall be delivered personally or by mail to
each Director at least 15 days before the first meeting held pursuant such
resolution.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board (if such office is
filled), the President, or by a majority of the Directors then in office. Notice
of the time and place of holding each special meeting shall be given to each
Director at least three days before the meeting. Any and all business may be
transacted at any special meeting.

SECTION 7. NOTICE. Notice of regular or special meetings of the Board
of Directors need not specify the purpose of the meeting or the business that
may be transacted thereat, and may be personally delivered or transmitted by
mail, facsimile or telephone.

SECTION 8. QUORUM. Subject to the provisions of Section 3 of this
Article II, a majority of the members of the Board of Directors then in office,
or a majority of the members of a committee thereof, shall constitute a quorum
for the transaction of business.. If at any meeting of the Board of Directors
there be less than a quorum present, a majority of those present may adjourn the
meeting from time to time.

SECTION 9. COMPENSATION OF DIRECTORS. Directors shall not be entitled
to receive compensation for their services except as expressly authorized by the
Board of Directors from time to time.

SECTION 10. ORGANIZATION. The Chairman of the Board (if such office is
filled) shall preside and act as chairman at all meetings of the Board of
Directors. In the event there is no Chairman of the Board or in the absence of
the Chairman of the Board, the President shall so preside, and in the absence of
the President, a chairman shall be elected from the Directors present. If
present, the Secretary of the Corporation shall act as secretary of all meetings
of the Board of Directors; but in the absence of the Secretary, the chairman may
appoint any person to act as secretary of the meeting.

SECTION 11. DISSENTS. A Director who is present at a meeting of the
Board of Directors, or of a committee thereof, at which action on any matter is
taken shall be presumed to have assented to the action unless such Director's
dissent shall be entered in the minutes of the meeting or unless such Director
shall file a written dissent to such action with the person acting as secretary
of the meeting before the adjournment thereof, or shall send such dissent by
registered mail to the Secretary of the Corporation promptly after the
adjournment of the meeting. It shall be the duty of the Secretary to record such
dissents in or with, as the case may be, the minutes of the meeting at which the
action to which the dissent relates was taken. Such right to dissent shall not
apply to a Director who voted in favor of or consented in writing to such
action. A Director who is absent from a meeting of the Board of Directors or a
committee thereof of which such Director is a member, at which any action is
taken, is presumed to have concurred in the action unless such Director files a
written dissent with the Secretary of the Corporation within a reasonable time
after such Director obtains knowledge of the action.

SECTION 12. VOTING REQUIREMENTS. Except as specifically provided in
section 4.5 of that certain Stock Purchase Agreement dated March 17, 2000
between the Company, CDR-Cookie Acquisition, L.L.C. and CDR-Cookie Acquisition
VI-A, L.L.C., a vote of a majority of the Directors present at any meeting of
the Board of Directors, or of a committee thereof, at which a quorum is present,
constitutes the action of the Board of Directors or of the committee, unless the
vote of a larger number is required by the Articles of Incorporation, the
Bylaws, or applicable law, or in the case of a committee, by resolution of the
Board of Directors

ARTICLE III

COMMITTEES

SECTION 1. APPOINTMENT AND POWERS. Unless otherwise provided in the
Articles of Incorporation, the Board of Directors may designate one or more
committees, each committee to consist of one or more of the Directors of the
Corporation. The Board of Directors may designate one or more Directors as
alternate members of a committee who shall replace an absent or disqualified
member at a meeting of the committee. A majority of any such committee may
determine its action and fix the time and place of its meetings unless otherwise
provided by the Board of Directors, the Articles of Incorporation, the Bylaws,
or law. The Board of Directors

shall have the power at any time to f ill vacancies in, to change the size or
membership of, and to discharge any such committee. In the absence or
disqualification of a member, or alternate member, if any, of a committee, the
members thereof present at a meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of such absent or disqualified
member. A committee, to the extent provided in the resolution of the Board of
Directors, may exercise all powers and authority of the Board of Directors in
management of the business, affairs and property of the Corporation, subject to
any limitations provided by law or the Articles of Incorporation. Each such
committee shall keep a written record of its acts and proceedings and shall
submit such record to the Board of Directors at such time and from time to time
as requested by the Board of Directors. Failure to submit such record will not
invalidate such acts and proceedings to the extent such acts and proceedings
have been carried out by the Corporation prior to the time the record of such
action should have been submitted to the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall be a
President, a Secretary and a Treasurer. All such officers shall be elected or
appointed by the Board of Directors. The Board of Directors may from time to
time elect or appoint other officers including a Chairman of the Board, one or
more Vice-Presidents, Assistant Treasurers and Assistant Secretaries, and such
other officers as the Board of Directors may deem advisable. The Chairman of the
Board (if such office is filled) shall be a member of the Board of Directors.
Any two or more offices may be held by the same person; provided that no officer
shall execute, acknowledge or verify an instrument in more than one capacity if
the instrument is required by law, the Articles of Incorporation or the Bylaws
to be executed, acknowledged or verified by two or more officers. The term of
office of each officer shall be the term for which such officer is elected or
appointed and until such officer's successor is elected or appointed and
qualified, or until such officer's resignation or removal. Each officer shall
qualify either by accepting the election or appointment of an office in writing,
or by acting on behalf of the Corporation in the capacity of such office. An
officer may resign by written notice to the Corporation.

Except where otherwise expressly provided in a written contract duly
authorized by the Board of Directors, all officers, agents and employees shall
be subject to removal at any time, with or without cause, by the Board of
Directors. The election or appointment of an officer for a given term, or a
general provision in the Articles of Incorporation or the Bylaws with respect to
term of office, shall not be deemed to create contract rights.

In addition to the powers, authority and duties of the officers of the
Corporation as set forth in the Bylaws, each officer shall have such other
powers and authority, and perform such other duties, as may be assigned to or
vested in such officer by the Board of Directors from time to time.

SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board (if such
office is filled) shall preside at all meetings of shareholders and of
Directors. He shall have such other powers and duties as may from time to time
be prescribed by these Bylaws or by resolution of the Board of Directors.

SECTION 3. PRESIDENT. Subject to the direction of the Board of
Directors, the President shall be the chief executive officer of the Corporation
and as such shall supervise and direct the Corporation's affairs and the
administration thereof by the other officers, employees or agents of the
Corporation. The President shall from time to time make such reports of the
business of the Corporation as the Board of Directors may require. In the
absence or disability of the Chairman of the Board, or if that office has not
been filled, the President shall also perform the duties and execute the powers
and authority of the Chairman of the Board as provided in the Bylaws and by
resolution of the Board of Directors.

SECTION 4. VICE PRESIDENTS. In case the office of President shall
become vacant by death, resignation, or otherwise, or in case of the absence of
the President or of the President's disability to discharge the duties of such
office, such duties shall, for the time being, devolve upon the Vice President,
if any, having seniority by designation, or if not designated, in order of
seniority of election in such office.

SECTION 5. SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of
shareholders in books provided for that purpose. The Secretary shall attend to
the giving or serving of all notices of the Corporation. The Secretary shall
have charge of the stock certificate books, transfer books and stock ledgers and
such other books and papers as the Board of Directors shall direct. The
Secretary shall have charge of the corporate seal, if any. The Board of
Directors shall have power by resolution to delegate any of the powers or duties
of the Secretary to other officers.

SECTION 6. TREASURER. The Treasurer shall be the financial officer of
the Corporation. The Treasurer shall have custody of all the funds and
securities of the Corporation. The Treasurer may endorse on behalf of the
Corporation for collection checks, notes and other obligations and shall deposit
the same to the credit of the Corporation in such bank or banks or depository or
depositories as the Board of Directors may designate. The Treasurer may sign all
receipts and vouchers for payments made to the Corporation. The Treasurer shall
enter or cause to be entered regularly in the books of the Corporation kept for
the purpose full and accurate accounts of all moneys received and paid on
account of the Corporation, and whenever required by the Board of Directors
shall render statements of such accounts. The Board of Directors shall have
power by resolution to delegate any of the powers or duties of the Treasurer to
other officers.

SECTION 7. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The Assistant
Secretary and Assistant Treasurer, having seniority by designation, or if not
designated in order of seniority of election, shall perform the duties and
exercise the powers of the Secretary and Treasurer, respectively, in case of the
absence or disability of the Secretary or Treasurer.

SECTION 8. GIVING OF BOND BY OFFICERS. All officers of the Corporation,
if required to do so by the Board of Directors, shall furnish bonds to the
Corporation for the faithful performance of their duties, in such amounts and
with such conditions and security as the Board of Directors shall require.

SECTION 9. ABSENCE OR DISABILITY. In case of the absence or disability
of any officer of the Corporation and of any person hereby authorized to act in
such officer's place during such period of absence or disability, the Board of
Directors may from time to time delegate the powers and duties of such officer
to any of the officers or any Director, or any person whom it may select.

SECTION 10. VOTING UPON STOCKS. The Chairman of the Board (if such
office is filled) and the President, or either of them, shall have the full
power and authority on behalf of the Corporation to vote the stock of any other
corporation owned by the Corporation, or in the name of the Corporation to
execute proxies to vote such stock or execute waivers and consents with respect
to such stock or the voting thereof, and to attend meetings of shareholders of
any such other corporations and at each such meeting, such officer or officers
shall possess and may exercise, in person or by proxy, any and all rights,
powers and privileges incident to the ownership of such stock. The Board of
Directors may by resolution from time to time confer like powers upon any other
person or persons.

SECTION 11. COMPENSATION OF OFFICERS. The officers of the Corporation
shall be entitled to receive such compensation for their services as shall from
time to time be determined by the Board of Directors.

ARTICLE V

CAPITAL STOCK

SECTION 1. CERTIFICATES FOR SHARES. The interest of each shareholder of
the Corporation shall be evidenced by certificates for shares of the capital
stock of the Corporation certifying the number of shares represented thereby and
in such form, consistent with the Articles of Incorporation and the laws of the
State of Michigan, as shall be approved by the Board of Directors. All
certificates shall be signed by the Chairman of the Board (if such office is
filled) or the President or a Vice President and may be signed by another
officer of the Corporation, and shall not be valid unless so signed. The
signatures of the officers may be facsimiles if the certificate is countersigned
by a transfer agent or registered by a registrar other than the Corporation
itself or its employee. In case any officer or officers who shall have signed or
whose facsimile signature has been placed upon any such certificate or
certificates shall cease to be such officer or of-nation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed or whose facsimile signature has been
placed upon such certificate or certificates had not ceased to be such officer
or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as
the same are issued. The name of the shareholder owning the shares represented
thereby with the number of shares and the date of issue thereof shall be entered
on the books of the Corporation.

Except as otherwise provided in the Bylaws, all certificates
surrendered to the Corporation for transfer shall be canceled, and no new
certificates shall be issued until former certificates for the same number of
shares have been surrendered and canceled.

SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. Whenever a person
owning a certificate of stock of the Corporation alleges that it has been
stolen, lost, or destroyed, such person shall file in the office of the
Corporation an affidavit setting forth, to the best of such person's knowledge
and belief, the time, place and circumstances of the loss, theft or destruction,
and, if required by the Board of Directors, a bond of indemnity sufficient in
the opinion of the Board of Directors to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss. Thereupon the
Board of Directors may cause to be issued to such person a new certificate or a
duplicate of the certificate alleged to have been lost, stolen or destroyed.
Upon the ledger of each new or duplicate certificate so issued shall be noted
the fact of such issue and the number, date, and the name of the registered
owner of the lost, stolen or destroyed certificate in lieu of which the new or
duplicate certificate is issued.

SECTION 3. TRANSFER OF SHARES. Shares of the capital stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof, in person or by such holder's attorney duly authorized in writing, upon
surrender and cancellation of certificates for the number of shares to be
transferred properly endorsed for transfer, except as provided in the preceding
Section 2 of this Article V. Books for the transfer of shares of its capital
stock shall be kept by the Corporation or by one or more transfer agents
appointed by it.

SECTION 4. REGULATIONS. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem appropriate
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Corporation.

SECTION 5. LIEN. The Corporation shall have a lien upon all capital
stock and property invested in the Corporation for all debts due it from the
owners thereof.

SECTION 6. DIVIDENDS. Subject to the Articles of Incorporation, the
Board of Directors shall have the power to determine whether any, and if so,
what part, of the funds legally available for the payment of dividends shall be
declared in dividends, and to declare and pay dividends or make other
distributions in cash property or other assets of the corporation, including
securities of other corporations and of the Corporation, upon outstanding shares
of the capital stock of the Corporation, but only as provided by law.

Subject to the Articles of Incorporation, any dividends declared upon
the capital stock of the Corporation shall be payable on such date or dates as
the Board of Directors shall determine. If the date fixed for the payment of any
dividend shall in any year fall upon a legal holiday, then the dividend payable
on such date shall be paid on the next day not a legal holiday.

ARTICLE VI

GENERAL PROVISIONS

SECTION 1. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors,
a duplicate of the seal may be kept and be used by any officer of the
Corporation designated by the Board of Directors.

SECTION 2. CHECKS, NOTES, ETC. All checks, drafts, bills of exchange,
acceptances, notes, bonds or other obligations or orders for the payment of
money shall be signed and if so required countersigned by such officer or
officers of the Corporation or other persons as the Board of Directors shall
from time to time designate.

SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be
determined from time to time by the Board of Directors.

SECTION 4. LOANS, CONTRACTS AND CONVEYANCES. No loans and no renewals
of any loans shall be contracted on behalf of the Corporation except as
authorized by the Board of Directors, or as otherwise provided by these Bylaws.
When so authorized, any officer or agent of the Corporation may obtain loans and
advances for the Corporation from any bank, trust company or other institution
or from any firm, corporation or individual, and for such loans and advances may
make, execute and deliver promissory notes, bonds or other evidences of
indebtedness of the Corporation. When so authorized, any officer or agent of the
Corporation may pledge, mortgage, hypothecate or transfer, as security for the
payment of any and all loans, advances, indebtedness and liabilities of the
Corporation, any and all stocks, securities and other personal or real property
at any time held by the Corporation, and to that end may endorse, assign and
deliver the same. Such authority may be general or confined to specific
instances. The Board of Directors may from time to time designate the officer or
agent who shall have authority to execute any contract, conveyance, mortgage or
other instrument on behalf of the Corporation. When the execution of an
instrument has been authorized without specification of the executing officer or
agent, the Chairman of the Board (if such office is filled), the President, any
Vice President or the Secretary may execute the same in the name and on behalf
of the Corporation.

SECTION 5. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the Bylaws to any person or persons, a waiver of
such notice in writing signed by the person or persons entitled to the notice,
whether signed before or after the time stated in the notice, shall be deemed
equivalent to such notice. Attendance at any meeting, in person or, in the case
of a shareholder, by proxy, without objection to the manner in which notice of
the meeting has been given, shall be deemed a waiver of notice thereof; except
that where such attendance is for the express purpose of objecting at the
beginning of such meeting to the transaction of any business because the meeting
is not lawfully called or convened, then such attendance shall not constitute a
waiver of notice.

SECTION 6. ACTION WITHOUT MEETING. Any action required or permitted to
be taken pursuant to authorization voted at a meeting of the Board of Directors
or a committee thereof may be taken without a meeting if, before or after the
action, all members of the Board of Directors or of the committee consent
thereto in writing. The consent has the same effect as a vote of the Board of
Directors or of the committee for all purposes.

All written consents shall be promptly filed with the Corporation.
Failure to so file any such written consent shall not affect the validity of the
action authorized or taken thereby.

SECTION 7. PARTICIPATION BY COMMUNICATION EQUIPMENT. A shareholder or
Director may participate in a meeting of shareholders or Directors (or a
committee thereof), respectively, by conference telephone or similar
communications equipment by means of which all persons participating in the
meeting may hear each other, if all participants are advised of the
communications equipment and the names of the participants in the conference are
divulged to all participants.

Participation in a meeting pursuant to this Section 7 constitutes
presence in person at the meeting.

SECTION 8. INDEMNIFICATION BY THE CORPORATION.

(a) The Corporation shall indemnify to the full extent permitted
by law, as the same exists or may hereafter be amended, every person who was or
is a party, or is threatened to be made a party, to a threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, including actions by or in the
right of the Corporation, by reason of the f act that such person 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, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts paid in
settlement incurred by such person in connection with the action, suit or
proceeding; provided, however, that, except as provided in paragraph (b) hereof,
the corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall be
a contract right and, subject to the limitations set forth above, shall include
the right, to the fullest extent permitted by law, as the same exists or may
hereafter be amended, to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition.

(b) If a claim under paragraph (a) of this Section is not paid in
full by the Corporation within 30 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to

enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under applicable law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the applicable standard
of conduct set forth by applicable law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

(c) Notwithstanding anything contained in these Bylaws to the
contrary, the affirmative vote of the holders of at least two thirds of the
voting power of all of the shares of the Corporation entitled to vote generally
in the election of directors, voting together as a single class, shall be
required to alter, amend, adopt any provision inconsistent with or repeal this
Section 8.

SECTION 9. INSURANCE. The Corporation shall have power, to the extent
now or hereafter provided by law, to 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 such
person and incurred by such person in any such capacity, or arising out of such
person's status as such.

SECTION 10. DEALING WITH CORPORATION. A contract or other transaction
between the Corporation and one or more of its Directors or officers, or between
the Corporation and a domestic or foreign corporation, firm or association of
any type or kind in which one or more of the Corporation's Directors or officers
are directors or officers, or are otherwise interested, is not void or voidable
solely because of such common directorship, officership or interest, or solely
because such Directors are present at the meeting of the Board of Directors or
committee thereof at which such contract or transaction is acted upon or solely
because their votes are counted for such purpose if any of the following
conditions is satisfied:

(a) The contract or other transaction is fair and reasonable to
the Corporation when it is authorized, approved or ratified;

(b) The material facts as to such Director's relationship or
interest and as to the contract or transaction are disclosed or known to the
Board of Directors or committee thereof and the Board of Directors or committee
thereof authorizes, approves or ratifies the contract or transaction by a vote
sufficient for the purpose without counting the vote of any common or interested
Director; or

The material facts as to such Director's relationship or interest and
as to the contract or transaction are disclosed or known to the shareholders,
and they authorize approve or ratify the contract or transaction.

ARTICLE VII

AMENDMENTS

SECTION 1. AMENDMENT. The shareholders or the Board of Directors may
from time to time amend or repeal the Bylaws or adopt new Bylaws.