Exhibit 3.82

TECHNOLOGY, MANAGEMENT & ANALYSIS CORPORATION
(a Virginia corporation)

------------

BYLAWS

------------

As adopted by the Board of Directors as of December 17, 1997

TABLE OF CONTENTS

Page

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

Section 1. Registered Office......................................................................1
Section 2. Additional Offices.....................................................................1

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

Section 1. Time and Place.........................................................................1
Section 2. Annual Meeting.........................................................................1
Section 3. Special Meetings.......................................................................1
Section 4. Notices of Annual and Special Meetings.................................................1
Section 5. List of Stockholders...................................................................2
Section 6. Presiding Officer; Order of Business...................................................2
Section 7. Quorum; Adjournments...................................................................3
Section 8. Voting.................................................................................3
Section 9. Action by Consent......................................................................4

ARTICLE III DIRECTORS.............................................................................................4

Section 1. General Powers; Number; Tenure.........................................................4
Section 2. Vacancies..............................................................................4
Section 3. Removal; Resignation...................................................................4
Section 4. Place of Meetings......................................................................5
Section 5. Annual Meeting.........................................................................5
Section 6. Regular Meetings.......................................................................5
Section 7. Special Meetings.......................................................................5
Section 8. Quorum; Adjournments...................................................................5
Section 9. Compensation...........................................................................5
Section 10. Action by Consent......................................................................5

ARTICLE IV COMMITTEES.............................................................................................6

Section 1. Executive Committee....................................................................6
Section 2. Powers.................................................................................6
Section 3. Procedure; Meetings....................................................................6
Section 4. Quorum.................................................................................6
Section 5. Other Committees.......................................................................6
Section 6. Vacancies; Changes; Discharge..........................................................7
Section 7. Compensation...........................................................................7
Section 8. Action by Consent......................................................................7

ARTICLE V NOTICES.................................................................................................7

Section 1. Form; Delivery.........................................................................7
Section 2. Waiver; Effect of Attendance...........................................................7

ARTICLE VI OFFICERS...............................................................................................8

Section 1. Designations...........................................................................8
Section 2. Term of Office; Removal................................................................8
Section 3. Compensation...........................................................................8
Section 4. The Chairman of the Board..............................................................8
Section 5. The President..........................................................................8
Section 6. The Vice Presidents....................................................................9
Section 7. The Secretary..........................................................................9
Section 8. The Assistant Secretary................................................................9
Section 9. The Treasurer..........................................................................9
Section 10. The Assistant Treasurer...............................................................10

ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS....................................................10

ARTICLE VIII AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS....................................................10

Section 1. Affiliated Transactions...............................................................10
Section 2. Determining Quorum....................................................................11

ARTICLE IX STOCK CERTIFICATES....................................................................................11

Section 1. Form; Signatures......................................................................11
Section 2. Registration of Transfer..............................................................11
Section 3. Registered Stockholders...............................................................12
Section 4. Record Date...........................................................................12
Section 5. Lost Stolen or Destroyed Certificates.................................................12

ARTICLE X GENERAL PROVISIONS.....................................................................................12

Section 1. Dividends.............................................................................12
Section 2. Reserves..............................................................................13
Section 3. Fiscal Year...........................................................................13
Section 4. Seal..................................................................................13

ARTICLE XI AMENDMENTS............................................................................................13

BYLAWS

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation
in the Commonwealth of Virginia shall be as designated by the Corporation's
President from time to time.

Section 2. Additional Offices. The Corporation may also have offices at
such other places, both within and without the Commonwealth of Virginia, as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place. A meeting of stockholders for any purpose
may be held at such time and place, within or without the Commonwealth of
Virginia, as the Board of Directors may fix from time to time and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2. Annual Meeting. Annual meetings of stockholders, commencing
with the year 1998, shall be held on ______________, if not a legal holiday, or,
if a legal holiday, then on the next secular day following, at 2:00 p.m., or at
such other date and time as shall, from time to time, be designated by the Board
of Directors and stated in the notice of the meeting. At such annual meeting,
the stockholders shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Chairman of the Board, if any,
or the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or if the holders of
at least twenty percent (20%) of all votes entitled to be cast on any issue
proposed to be considered at any such meeting sign, date and deliver to the
Secretary of the Corporation one or more written demands for such meeting
describing the purpose or purposes for which it is to be held.

Section 4. Notices of Annual and Special Meetings.

(a) Except as otherwise provided by law, the Articles of Incorporation
or as otherwise set forth herein, written notice of any annual or special
meeting of stockholders, stating the place, date and time thereof and, in the
case of a special meeting, the purpose or

purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than 10 nor more than 60 days prior to
the meeting.

(b) Notice of any meeting of stockholders (whether annual or special)
to act on an amendment of the Articles of Incorporation, a plan of merger or
share exchange, a proposed sale, lease, exchange or other disposition of all or
substantially all of the Corporation's property otherwise than in the usual and
regular course of business or the dissolution of the Corporation shall be given
to each stockholder entitled to vote at such meeting not less than 25 nor more
than 60 days before the date of such meeting. Any such notice shall be
accompanied by a copy of the proposed amendment or plan of reduction or merger
or consolidation.

Section 5. List of Stockholders. The officer or transfer agent in
charge of the stock transfer books of the Corporation shall prepare and make, at
least 10 days before any meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to inspection by any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting, at the registered
office of the Corporation or at its principal place of business or at the office
of its transfer agent. The list shall also be produced and kept open at the time
and place of the meeting during the whole time thereof and, except as otherwise
provided by law, may be inspected by any stockholder who is present in person
thereat for the purposes thereof.

Section 6. Presiding Officer; Order of Business.

(a) Meetings of stockholders shall be presided over by the Chairman of
the Board, if any, or, if he is not present (or, if there is none), by the
President, or, if he is not present, by a Vice President, or, if he is not
present, by such person who may have been chosen by the Board of Directors, or,
if none of such persons is present, by a chairman to be chosen by the
stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to be cast at the meeting and who are
present in person or represented by proxy. The Secretary of the Corporation, or,
if he is not present, an Assistant Secretary, or, if he is not present, such
person as may be chosen by the Board of Directors, shall act as secretary of
meetings of stockholders, or, if none of such persons is present, the
stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to be cast at the meeting and who are
present in person or represented by proxy shall choose any person present to act
as secretary of the meeting.

(b) The following order of business, unless otherwise ordered at the
meeting by the chairman thereof, shall be observed as far as practicable and
consistent with the purposes of the meeting:

1. Call of the meeting to order.

2. Presentation of proof of mailing of the notice of the meeting
and, if the meeting is a special meeting, the call thereof.

3. Presentation of proxies.

4. Announcement that a quorum is present.

5. Reading and approval of the minutes of the previous meeting.

6. Reports, if any, of officers.

7. Election of directors, if the meeting is an annual meeting or
a meeting called for that purpose.

8. Consideration of the specific purpose or purposes for which
the meeting has been called (other than the election of
directors), if the meeting is a special meeting.

9. Transaction of such other business as may properly come before
the meeting.

10. Adjournment.

Section 7. Quorum; Adjournments. The holders of a majority of the votes
entitled to be cast on a matter, present in person or represented by proxy,
shall be necessary to, and shall constitute a quorum for, action on that matter,
except as otherwise provided by statute or in the Articles of Incorporation.
Shares entitled to vote as a separate voting group may take action on a matter
at a meeting only if a quorum of those shares exists with respect to that
matter. If, however, a quorum shall not be present or represented at any meeting
of the stockholders, unless the Board of Directors fixes a new record date, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting for a period not in excess of
120 days after the date fixed for the meeting, without notice of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, until a quorum shall be present or represented. Even if a
quorum shall be present or represented at any meeting of the stockholders,
unless the Board of Directors fixes a new record date, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have the power
to adjourn the meeting for a period not in excess of 120 days after the date
fixed for the meeting, without notice of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
any such adjourned meeting, at which a quorum shall be present in person or
represented by proxy, any business may be transacted which might have been
transacted at the meeting as originally called.

Section 8. Voting.

(a) At any meeting of stockholders, every stockholder having the right
to vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or the Articles of Incorporation, each stockholder of record
shall be entitled to one vote on each matter submitted to a vote for each share
of capital stock registered in his name on the books of the Corporation.

(b) All elections shall be determined by a plurality vote, and, except
as otherwise provided by law or the Articles of Incorporation, all other matters
shall be determined

by a vote of a majority of the shares present in person or represented by proxy
and voting on such other matters.

Section 9. Action by Consent. Action required or permitted to be taken
at a meeting of stockholders may be taken without a meeting and without action
by the Board of Directors if the action is taken by all the stockholders
entitled to vote on the action. The action shall be evidenced by one or more
written consents describing the action taken, signed by all the stockholders
entitled to vote on the action, and delivered to the Secretary of the
Corporation for inclusion in the minutes or filing with the corporate records.
Any action taken by unanimous written consent shall be effective according to
its terms when all consents are in possession of the Corporation. A stockholder
may withdraw consent only by delivering a written notice of withdrawal to the
Corporation prior to the time that all consents are in the possession of the
Corporation. Action so taken shall be effective as of the date specified therein
provided the consent states the date of execution by each stockholder.

ARTICLE III

DIRECTORS

Section 1. General Powers; Number; Tenure. The business and affairs of
the Corporation shall be managed by its Board of Directors, which may exercise
all powers of the Corporation and perform all lawful acts and things which are
not by law, the Articles of Incorporation or these Bylaws directed or required
to be exercised or performed by the stockholders. Within the limits specified in
this Section 1, the number of directors of the Corporation shall be determined
by the Board of Directors, except that if no such determination is made, the
number of directors shall never be less than the number otherwise permitted by
law. The directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 2 of this Article, and each director elected shall
hold office until the next succeeding annual meeting of the stockholders or
until his successor shall have been elected and shall qualify. Directors need
not be stockholders or residents of the Commonwealth of Virginia.

Section 2. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the stockholders or a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Each director so
chosen shall hold office until the next annual meeting of stockholders or until
his successor shall have been elected and shall qualify. If there are no
directors in office, any officer or stockholder may call a special meeting of
stockholders in accordance with the provisions of the Articles of Incorporation
or these Bylaws, at which meeting such vacancies shall be filled.

Section 3. Removal; Resignation.

(a) Except as otherwise provided by law or the Articles of
Incorporation, at a meeting of stockholders called expressly for that purpose,
any director may be removed, with or without cause, by a vote of stockholders
holding a majority of the shares entitled to be cast at an election of
directors.

(b) Any director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board, the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, a
resignation shall take effect upon delivery thereof to the Board of Directors or
the designated officer. It shall not be necessary for a resignation to be
accepted before it becomes effective.

Section 4. Place of Meetings. The Board of Directors may hold meetings,
both regular and special, either within or without the Commonwealth of Virginia.

Section 5. Annual Meeting. The annual meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

Section 6. Regular Meetings. Additional regular meetings of the Board
of Directors may be held without notice at such time and at such place as may
from time to time be determined by the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or President on at least 2 days'
notice to each director, if such notice is delivered personally or sent by
telegram, or on at least 3 days' notice if sent by mail. Special meetings shall
be called by the Chairman of the Board, President or Secretary in like manner
and on like notice on the written request of note less than one-half of the
number of directors then in office. Any such notice need not state the purpose
or purposes of such meeting except as provided in Article XI

Section 8. Quorum; Adjournments. At all meetings of the Board of
Directors, a majority of the number of directors fixed by these Bylaws shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by law or the Articles of Incorporation. If a quorum is not present at any
meeting of the Board of Directors, the directors present may adjourn the
meeting, from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 9. Compensation. Directors shall be entitled to such
compensation for their services as directors and to such reimbursement for any
reasonable expenses incurred in attending directors' meetings as may from time
to time be fixed by the Board of Directors. The compensation of directors may be
on such basis as is determined by the Board of Directors. Any director may waive
compensation for any meeting. Any director receiving compensation under these
provisions shall not be barred from serving the Corporation in any other
capacity and receiving compensation and reimbursement for reasonable expenses
for such other services.

Section 10. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
a written consent setting forth the action so to be taken shall be signed by all
members of the Board of Directors. Action taken under this Section 10 is
effective when the last director signs the consent unless the consent specifies
a different effective date, in which event the action taken is effective as of
the

date specified therein provided the consent states the date of execution by each
director. Such written consent shall be filed with the minutes of its
proceedings.

ARTICLE IV

COMMITTEES

Section 1. Executive Committee. The Board of Directors may, by
resolution adopted by a majority of the number of directors fixed by these
Bylaws, designate 2 or more directors to constitute an Executive Committee, one
of whom shall be designated as Chairman of the Executive Committee. Each member
of the Executive Committee shall continue as a member thereof until the
expiration of his term as a director, or his earlier resignation, unless sooner
removed as a member or as a director.

Section 2. Powers. The Executive Committee shall have and may exercise
all of the rights, powers and authority of the Board of Directors except to
approve or recommend to stockholders action that requires stockholder approval,
fill vacancies on the Board of Directors or on any of its committees, amend the
Articles of Incorporation, adopt, amend, or repeal the Bylaws, approve a plan of
merger not requiring stockholder approval, authorize or approve a distribution,
except according to a general formula or method prescribed by the Board of
Directors, or authorize or approve the issuance or sale or contract for sale of
stock, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee, or a senior executive officer of the Corporation, to
do so within limits specifically prescribed by the Board of Directors.

Section 3. Procedure; Meetings. The Executive Committee shall fix its
own rules of procedure and shall meet at such times and at such place or places
as may be provided by such rules or as the members of the Executive Committee
shall provide. The Executive Committee shall keep regular minutes of its
meetings and deliver such minutes to the Board of Directors.

The Chairman of the Executive Committee, or, in his absence, a member
of the Executive Committee chosen by a majority of the members present, shall
preside at meetings of the Executive Committee, and another member thereof
chosen by the Executive Committee shall act as Secretary of the Executive
Committee.

Section 4. Quorum. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and the affirmative vote of
a majority of the members thereof shall be required for any action of the
Executive Committee.

Section 5. Other Committees. The Board of Directors, by resolutions
adopted by a majority of the directors at a meeting at which a quorum is
present, may appoint such other committee or committees as it shall deem
advisable. Two or more directors shall be designated as the members of each such
committee. Such other committee or committees, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the

Corporation, except that in no event may such other committee or committees
exercise any of the powers denied to the Executive Committee in Section 2 of
this Article IV.

Section 6. Vacancies; Changes; Discharge. The Board of Directors shall
have the power at any time to fill vacancies in, to change the membership of,
and to discharge any committee.

Section 7. Compensation. Members of any committee shall be entitled to
such compensation for their services as members of any such committee and to
such reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any member
may waive compensation for any meeting. Any committee member receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and from receiving compensation and
reimbursement of reasonable expenses for such other services.

Section 8. Action by Consent. Any action required or permitted to be
taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if a written consent setting forth the action so to be taken
shall be signed before such action by all members of such committee. Such
written consent shall be filed with the minutes of its proceedings.

ARTICLE V

NOTICES

Section 1. Form; Delivery. Whenever, under the provisions of law, the
Articles of Incorporation or these Bylaws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice
unless otherwise specifically provided, but such notice may be given in written
form, by mail (with postage thereon prepaid) or private carrier, or by
telegraph, teletype or other form of wire or wireless communication addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation. Such notices, if mailed, shall be deemed to be given at the time
they are deposited in the United States mail.

Section 2. Waiver; Effect of Attendance. Whenever any notice is
required to be given under the provisions of law, the Articles of Incorporation
or these Bylaws, a written waiver thereof, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice. In addition, any stockholder who
attends a meeting of stockholders in person, or any director who attends a
meeting of the Board of Directors, shall be deemed to have had timely and proper
notice of the meeting, unless such stockholder or director at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting. Any stockholder or director who attends a meeting waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the stockholder or
director objects to considering the matter when it is presented.

ARTICLE VI

OFFICERS

Section 1. Designations. The officers of the Corporation shall be
chosen by the Board of Directors and shall consist of a President, a Secretary
and a Treasurer. The Board of Directors may also choose a Chairman of the Board,
a Vice President or Vice Presidents, one or more Assistant Secretaries and/or
Assistant Treasurers and other officers and/or agents as it shall deem necessary
or appropriate. The Board of Directors may delegate to the President of the
Corporation the authority to appoint any officer or agent of the Corporation.
The election or appointment of any officer of the Corporation shall not of
itself create contract rights for any such officer. All officers of the
Corporation shall exercise such powers and perform such duties as shall from
time to time be determined by the Board of Directors. Any 2 or more offices may
be held by the same person.

Section 2. Term of Office; Removal. The Board of Directors at its
annual meeting after each annual meeting of stockholders shall choose a
President, a Secretary and a Treasurer. The Board of Directors may also choose a
Chairman of the Board, a Vice President or Vice Presidents, one or more
Assistant Secretaries and/or Assistant Treasurers, and such other officers and
agents as it shall deem necessary or appropriate. Each officer of the
Corporation shall hold office until his successor is chosen and shall qualify.
Any officer or agent elected or appointed by the Board of Directors may be
removed, with or without cause, at any time by the affirmative vote of a
majority of the directors then in office. Any officer or agent appointed by the
President pursuant to authority delegated to the President by the Board of
Directors may be removed with or without cause at any time whenever the
President in his absolute discretion shall consider that the best interests of
the Corporation shall be served thereby. Such removal shall not prejudice the
contract rights, if any, of the person so removed. Any vacancy occurring in any
office of the Corporation may be filled for the unexpired portion of the term by
the Board of Directors or by the President in the case of a vacancy occurring in
an office as to which the President has been delegated the authority to make
appointments.

Section 3. Compensation. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.

Section 4. The Chairman of the Board. The Chairman of the Board (if the
Board of Directors so deems advisable and selects one) shall be an officer of
the Corporation and, subject to the direction of the Board of Directors, shall
perform such executive, supervisory and management functions and duties as may
be assigned to him from time to time by the Board. He shall, if present, preside
at all meetings of stockholders and of the Board of Directors.

Section 5. The President.

(a) The President shall be the chief executive officer of the
Corporation and, subject to the direction of the Board of Directors, shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its other officers and agents. In addition to and not
in limitation of the foregoing, the President shall be empowered to

authorize any change of the registered office or registered agent (or both) of
the Corporation in the Commonwealth of Virginia. In general, he shall perform
all duties incident to the office of President and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

(b) Unless otherwise prescribed by the Board of Directors, the
President shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of security holders of other corporations in
which the Corporation may hold securities. At such meeting the President shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities which the Corporation might have possessed and exercised if
it had been present. The Board of Directors may from time to time confer like
powers upon any other person or persons.

Section 6. The Vice Presidents. The Vice President, if any (or in the
event there be more than one, the Vice Presidents in the order designated, or in
the absence of any designation, in the order of their election), shall, in the
absence of the President or in the event of his disability, perform the duties
and exercise the powers of the President and shall generally assist the
President and perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors.

Section 7. The Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all votes and
the proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for the Executive Committee or other committees, if
required. He shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board or the President, under whose supervision
he shall act. He shall have custody of the seal of the Corporation, and he, or
an Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and, when so affixed, the seal may be attested by his signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing thereof by his signature.

Section 8. The Assistant Secretary. The Assistant Secretary, if any (or
in the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.

Section 9. The Treasurer. The Treasurer shall have the custody of the
corporate funds and other valuable effects, including securities, and 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 may from time
to time be designated by the Board of Directors. He shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chairman of the Board,
if any, the President and the Board

of Directors, at regular meetings of the Board, or whenever they may require it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.

Section 10. The Assistant Treasurer. The Assistant Treasurer, if any
(or in the event there shall be more than one, the Assistant Treasurers in the
order designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Treasurer or in the event of his
disability, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Reference is made to Section 697 (and any other relevant provisions) of
the Virginia Stock Corporation Act. Particular reference is made to the class of
persons (hereinafter called "Indemnitees") who may be indemnified by a Virginia
stock corporation pursuant to such Act. The Corporation shall (and is hereby
obligated to) indemnify the Indemnitees, and each of them, in each and every
situation where the Corporation is obligated to make such indemnification
pursuant to such Act. The Corporation shall indemnify the Indemnitees, and each
of them, in each and every situation where, under the aforesaid statutory
provisions, the Corporation is not obligated, but is nevertheless permitted or
empowered, to make such indemnification, it being understood, that, before
making such indemnification with respect to any situation covered under this
sentence, (i) the Corporation shall promptly make or cause to be made, by any of
the methods referred to in such Act, a determination as to whether each
Indemnitee met the applicable standard of conduct set forth in such Act and (ii)
no such indemnification shall be made unless it is determined that such
Indemnitee met the applicable standard of conduct set forth in such Act.

ARTICLE VIII

AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

Section 1. Affiliated Transactions. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction or solely because his or their votes are
counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative

vote of a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or

(b) The material facts as to his relationship or interest and as to the
contract. or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.

Section 2. Determining Quorum. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorizes the contract or
transaction.

ARTICLE IX

STOCK CERTIFICATES

Section 1. Form; Signatures.

(a) Every holder of stock in the Corporation, when such stock is fully
paid, shall be entitled to have a certificate, signed by the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation or any other officer authorized by a
resolution of the Board of Directors, exhibiting on the face thereof the number
and class (and series, if any) of shares owned by him. Such signatures may be
facsimile if the certificate is countersigned by a transfer agent, or registered
by a registrar, other than the Corporation itself, or an employee of the
Corporation. Each certificate representing stock in the Corporation shall also
state upon the face thereof the name of the person to whom it is issued and that
the Corporation is organized under the laws of the Commonwealth of Virginia.
Each such certificate may (but need not) be sealed with the seal of the
Corporation or facsimile thereof. In case any officer who has signed or whose
facsimile signature was placed on a certificate shall have ceased to be such
officer before such certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.

(b) All stock certificates representing shares of capital stock which
are subject to restrictions on transfer or to other restrictions may have
imprinted thereon such notation to such effect as may be determined by the Board
of Directors.

Section 2. Registration of Transfer. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or its transfer
agent to issue a new certificate to the person entitled thereto, to cancel the
old certificate and to record the transaction upon its books.

Section 3. Registered Stockholders.

(a) Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of its capital stock to receive dividends or other
distributions, to vote as such owner, and to hold liable for calls and
assessments a person who is registered on its books as the owner of shares of
its capital stock. The Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person.

(b) If a stockholder desires that notices and/or dividends shall be
sent to a name or address other than the name or address appearing on the stock
ledger maintained by the Corporation (or by the transfer agent or registrar, if
any), such stockholder shall have the duty to notify the Corporation (or the
transfer agent or registrar, if any), in writing, of such desire. Such written
notice shall specify the alternate name or address to be used.

Section 4. Record Date. In order that the Corporation may determine the
stockholders of record who are entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution, or to make a determination of the
stockholders of record for any other proper purpose, the Board of Directors may,
in advance, fix a date as the record date for any such determination. Such date
shall not be more than 70 days before the date of such meeting, nor more than 70
days prior to the date of any other action. 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 taken pursuant to Section 7 of Article II;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 5. Lost Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum, or other security in such form, as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen or
destroyed.

ARTICLE X

GENERAL PROVISIONS

Section 1. Dividends. Subject to the provisions of the Articles of
Incorporation, dividends upon the outstanding capital stock of the Corporation
may be declared by the Board of Directors at any annual, regular or special
meeting, pursuant to law, and may be paid in cash, in property or in shares of
the Corporation's capital stock.

Section 2. Reserves. The Board of Directors shall have full power,
subject to the provisions of law and the Articles of Incorporation, to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared as dividends and paid to the stockholders
of the Corporation. The Board of Directors, in its sole discretion, may fix a
sum which may be set aside or reserved over and above the paid-in capital of the
Corporation for working capital or as a reserve for any proper purpose, and may,
from time to time, increase, diminish or vary such fund or funds.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be as
determined from time to time by the Board of Directors.

Section 4. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Commonwealth of Virginia".

ARTICLE XI

AMENDMENTS

The Board of Directors shall have the power to make, amend, alter and
repeal these Bylaws, and to adopt new bylaws, by an affirmative vote of a
majority of the whole Board, provided that notice of the proposal to make,
amend, alter or repeal these Bylaws, or to adopt new bylaws, must be included in
the notice of the meeting of the Board of Directors at which such action takes
place.

ARTICLE XII

OFFICERS

Section 1. Designations. The officers of the Corporation shall be
chosen by the Board of Directors and shall consist of a Chief Executive Officer,
a President, a Secretary and a Treasurer. The Board of Directors may also choose
a Chairman of the Board, a Vice President or Vice Presidents, one or more
Assistant Secretaries and/or Assistant Treasurers and other officers and/or
agents as it shall deem necessary or appropriate. The Board of Directors may
delegate to the President of the Corporation the authority to appoint any
officer or agent of the Corporation. The election or appointment of any officer
of the Corporation shall not of itself create contract rights for any such
officer. All officers of the Corporation shall exercise such powers and perform
such duties as shall from time to time be determined by the Board of Directors.
Any 2 or more offices may be held by the same person.

Section 2. Term of Office; Removal. The Board of Directors at its
annual meeting after each annual meeting of stockholders shall choose a Chief
Executive Officer, a President, a Secretary and a Treasurer. The Board of
Directors may also choose a Chairman of the Board, a Vice President or Vice
Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and
such other officers and agents as it shall deem necessary or appropriate. Each
officer of the

Corporation shall hold office until his successor is chosen and shall qualify.
Any officer or agent elected or appointed by the Board of Directors may be
removed, with or without cause, at any time by the affirmative vote of a
majority of the directors then in office. Any officer or agent appointed by the
Chief Executive Officer or President pursuant to authority delegated to the
Chief Executive Officer or President by the Board of Directors may be removed
with or without cause at any time whenever the Chief Executive Officer in his
absolute discretion shall consider that the best interests of the Corporation
shall be served thereby. Such removal shall not prejudice the contract rights,
if any, of the person so removed. Any vacancy occurring in any office of the
Corporation may be filled for the unexpired portion of the term by the Board of
Directors or by the Chief Executive Officer or President in the case of a
vacancy occurring in an office as to which the Chief Executive Officer or
President has been delegated the authority to make appointments. In cases where
both the Chief Executive Officer and the President have and exercise such
authority, the appointment by the Chief Executive Officer shall prevail.

Section 4. The Chairman of the Board. The Chairman of the Board (if the
Board of Directors so deems advisable and selects one) shall be an officer of
the Corporation and subject to the direction of the Board of Directors, shall
perform such executive, supervisory and management functions and duties as may
be assigned to him from time to time by the Board. He shall, if present, preside
at all meetings of stockholders and of the Board of Directors.

Section 5. Chief Executive Officer.

(a) The Chief Executive Officer, subject to the direction of the Board
of Directors, shall have ultimate authority of the affairs of the business and
property of the Corporation and ultimate authority over its other officers and
agents. In addition to and not in limitation of the foregoing, the Chief
Executive Officer shall be empowered to authorize any change of the registered
office or registered agent (or both) of the Corporation in the Commonwealth of
Virginia. In general, he shall perform all duties incident to the office of
Chief Executive Officer and shall see that all orders and resolutions of the
Board of Directors are carried into effect.

(b) Unless otherwise prescribed by the Board of Directors, the Chief
Executive Officer shall have full power and authority on behalf of the
Corporation to attend, act and vote at any meeting of security holders of other
corporations in which the Corporation may hold securities. At such meeting the
Chief Executive Officer shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the Corporation might
have possessed and exercised if it had been present. The Board of Directors may
from time to time confer like powers upon any other person or persons.

Section 6. The President.

(a) The President, subject to the direction of the Board of Directors
and the authority of the Chief Executive Officer, shall have general charge of
the day to day business and

affairs of the Corporation and general supervision over its other officers and
agents (except for the Chief Executive Officer). In general, he shall perform
all duties incident to the office of President, subject to the supervision and
authority of the Chief Executive Officer, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

(b) Unless otherwise prescribed by the Board of Directors, in the
absence of the Chief Executive Officer, the President shall have full power and
authority on behalf of the Corporation to attend, act and vote at any meeting of
security holders of other corporations in which the Corporation may hold
securities. At such meeting the President shall possess and may exercise any and
all rights and powers incident to the ownership of such securities which the
Corporation might have possessed and exercised if it had been present. The Board
of Directors may from time to time confer like powers upon any other person or
persons.

(c) The President shall, in the absence of the Chief Executive Officer,
or in the event of his disability, perform the duties and exercise the powers of
the Chief Executive Officer.

Section 7. The Vice Presidents. The Vice President, if any (or in the
event there be more than one, the Vice Presidents in the order designated, or in
the absence of any designation, in the order of their election), shall, in the
absence of the President and the Chief Executive Officer or in the event of
their disability, perform the duties and exercise the powers of the President
and shall generally assist the President and perform such other duties and have
such other powers as may from time to time be prescribed by the Board of
Directors.

Section 8. The Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all votes and
the proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for the Executive Committee or other committees, if
required. He shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chief Executive Officer, the Chairman of the Board or the
President, under whose supervision he shall act. He shall have custody of the
seal of the Corporation, and he, or an Assistant Secretary, shall have authority
to affix the same to any instrument requiring it, and, when so affixed, the seal
may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing thereof
by his signature.

Section 9. The Assistant Secretary. The Assistant Secretary, if any (or
in the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.

Section 10. The Treasurer. The Treasurer shall have the custody of the
corporate funds and other valuable effects, including securities, and 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 may from time to time be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Chairman of the Board, if any, the Chief Executive Officer, the
President and the Board of Directors, at regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation.

Section 11. The Assistant Treasurer. The Assistant Treasurer, if any
(or in the event there shall be more than one, the Assistant Treasurers in the
order designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Treasurer or in the event of his
disability, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.