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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 therein were present and voted. Prompt notice of the taking of
such action without a meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in writing.

                                  ARTICLE VII.

                           Stockholders' Record Date

         In order that the corporation may determine the stockholders entitled 
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the board of directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.

         If no record date is fixed:

         (1)      The record date for determining stockholders entitled to 
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

         (2)      The record date for determining stockholders entitled to 
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the
first written consent is expressed.

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

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





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                                 ARTICLE VIII.

                               Board of Directors

         Except as otherwise provided by law or by the certificate of
incorporation, the business and affairs of the corporation shall be managed by
the board of directors.

         The number of directors shall be such number, not fewer than one nor 
more than fifteen, as may be fixed for any corporate year and elected by the
stockholders at the annual meeting. During any year the board of directors may
be enlarged and additional directors elected to complete the enlarged number,
to not more than the maximum number above specified, by the stockholders at any
meeting or by a vote of a majority of the directors then in office.  The
stockholders may, at any meeting held for the purpose during such year,
decrease, to not fewer than the minimum number above specified, the number of
directors as thus fixed or enlarged and remove directors to the decreased
number.  Each director shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. No director need be a
stockholder.

                                  ARTICLE IX.

                                   Committees

         The board of directors may, by resolution passed by a majority of the 
whole board, designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee who may replace any absent
or disqualified member at any meeting of the committee and may define the
number and qualifications which shall constitute a quorum of such committee. 
Except as otherwise limited by law, any such committee, to the extent provided
in the resolution appointing such committee, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it. In the absence or disqualification of a
member of committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.

                                   ARTICLE X.

              Meetings of the Board of Directors and of Committees

         Regular meetings of the board of directors may be held without call or 
formal notice at such places either within or without the State of Delaware
and at such times as the board may by vote from time to time determine.





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