EXHIBIT 3.10

                                                                     EXHIBIT "A"

                                     BY-LAWS

                                        I

The Board of Directors

1.    Authority of Board. The business and affairs of this corporation (herein
called the "Company") shall be managed by or under the direction of the Board of
Directors (the "Board") or, if authorized by the Board, by or under the
direction of one or more committees thereof, to the extent permitted by law and
by the Board. The Board or any such authorized committee may delegate management
responsibility to the extent permitted by law and as deemed appropriate by the
Board or such committee. Except as may be otherwise provided by law or these
By-Laws or, in the case of a committee of the Board, by applicable resolution of
the Board or such committee, the Board or any committee thereof may act by
unanimous written consent or, at an authorized meeting at which a quorum is
present, by the vote of the majority of the Directors present at the meeting.
Except as may be otherwise provided by law, the Board shall have power to
determine from time to time whether, and if allowed, when and under what
conditions and regulations any of the accounts and books of the Company shall be
open to inspection. The Board shall not be required to distribute an annual
report to holders of Stock in the Company.

2.    Number of Directors; Vacancies. The authorized number of Directors who
shall constitute the Board shall be fixed from time to time by resolution of the
Board. Whenever there shall be fewer Directors in office than the authorized
number of Directors, the Board may, by resolution approved by a majority of the
Directors then in office, choose one or more additional Directors, each of whom
shall hold office until the next annual meeting of stockholders or until his
successor is duly elected.

3.    Authorized Meetings of the Board. The Board shall have authority to hold
annual, regular and special meetings. An annual meeting of the Board may be held
immediately following the annual meeting of the holders of Stock in the Company,
at such place as may be determined by resolution of the Board. Regular meetings
of the Board may be held at such times and places and may be determined from
time to time by resolution of the Board. Special meetings of the Board may be
held at such times and places as may be called by the President or by at least
one-third of the members of the Board.

      Both annual and regular meetings of the Board may be held without
notice thereof. However, a special meeting of the Board shall be an authorized
meeting only if actual or constructive notice of the time and place thereof has
been given to each Director, or all Directors waive notice thereof. Such notice
for any Director may be given orally in person or by telephone by any officer of
the Company, or delivered by hand or transmitted electronically by the Company
to the Director's business address. Such notice shall be given not less than one
hour before the hour fixed for the special meeting. If the notice does not state
the place of the meeting, the meeting shall be held at the office of the
Secretary of the Company.



      One-third of the authorized number of Directors shall constitute a
quorum at any Board meetings. If any meeting of the Board shall lack a quorum, a
majority of the Directors present may adjourn the meeting from time to time,
without notice, until a quorum is obtained.

4.    Committees. The Board may, by resolution approved by at least a majority
of the authorized number of Directors, provide for one or more committees of the
Board with such powers, duties and rules of procedure as may be provided by, or
established in accordance with the direction of, the Board. Except as may be
established to the contrary by applicable resolution of the Board, at any
meeting of any such committee of the Board, the member or members thereof who
are present and not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another Director to act in the place of any
absent or disqualified member Director.


II

Officers

1.    Designated Officers. The officers of the Company shall consist of a
President, one or more Vice-Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
officers as may be appointed to hold such offices as may from time to time be
created by resolution of the Board. The Treasurer shall be the chief financial
officer of the Company unless the Board designates another officer as such.

2.    Appointment and Removal of Officers. The President shall from time to
time be appointed by, and serve at the pleasure of, the Board.  The Board or the
President may appoint other designated officers to serve at the pleasure of the
Board and the President.  The Board or the President may remove any officer,
with or without cause.

3.    Resignation of Officers. Any officer may also resign at any time by giving
written notice to the Board, the President or the Secretary.

4.    President. The President shall preside at all meetings of the stockholders
and the Board, shall be the chief executive officer of the Company, and shall
perform all other duties as may from time to time be assigned to him by, or be
in accordance with the direction of, the Board.

5.    Vice-Presidents. In the event of the absence or disability of the
President, one of the Vice-Presidents may be designated by the Board or the
President to exercise his power and perform his duties, and the Vice-Presidents
shall perform all other duties as may from time to time be assigned to them by
the Board or the President, or otherwise be in accordance with the direction of
the Board.

6.    Secretary. The Secretary shall keep full and complete records of the
proceedings of the Board and committees thereof and of the meetings of the
stockholders; keep the seal of the Company, and affix the same to all
instruments which may require it; have custody of and



maintain the Company's stockholder records; and perform all other duties as may
from time to time be assigned to him by, or be in accordance with the direction
of, the Board.

7.    Assistant Secretaries. The Assistant Secretaries shall assist the
Secretary in the performance of his duties and perform all other duties as may
from time to time be assigned to them by, or be in accordance with the direction
of, the Board.

8.    Treasurer. The Treasurer shall have custody of the funds of the Company,
and deposit and pay out such funds, from time to time, in such manner as may be
prescribed by, or be in accordance with the direction of, the Board, and shall
perform all other duties as may from time to time be assigned to him by, or be
in accordance with the direction of, the Board.

9.    Assistant Treasurers. The Assistant Treasurers shall assist the Treasurer
in the performance of his duty and generally perform all other duties as may
from time to time be assigned to them by, or be in accordance with the direction
of, the Board.

10.   Other Officers. Any other elected officer shall have such powers and
perform such duties as may from time to time be assigned to him by, or be in
accordance with the direction of, the Board.

11.   Powers of Attorney. Whenever an applicable statute, decree, rule or
regulation requires a document to be subscribed by a particular officer of the
Company, such document may be signed on behalf of such officer by a duly
appointed attorney-in-fact, except as otherwise directed by the Board or limited
by law.


III

      Offices

      The Company shall have offices at such place or places as the Board or the
President may from time to time determine.


IV

Stock and Stock Certificates

1.    Stock. Holders of shares of Stock (other than treasury shares held by the
Company) shall be entitled to receive such dividends or distributions as are
lawfully declared on the Stock; to have notice of any authorized meeting of
holders of Stock in the Company; and to one vote for each share of Stock on all
matters which are properly submitted to a vote of the holders of Stock.

      Shares of Stock shall be represented by certificates, which shall be
registered upon the books of the Company.



2.    Form of Certificates. Certificates of Stock shall not have any validity
whatsoever until and unless they have been signed as herein below provided. All
certificates shall be signed by the President or a Vice-President, together with
the Secretary or an Assistant Secretary of the Company. All such certificates
shall bear the seal of the Company or a facsimile thereof.

      Certificates of Stock signed by the President or a Vice-President,
together with the Secretary or an Assistant Secretary, being such at the time of
such signing, and if regular in other respects, shall be valid, whether such
officers hold their respective positions at the date of issue or not.

      Any signature or countersignature on certificates of Stock may be an
actual signature or a printed or engraved facsimile thereof.

3.    Stock Transfers. Transfer of shares of Stock shall be made on the books of
the Company only upon the surrender of a valid certificate of Stock endorsed by
the person named in the certificate or by an attorney lawfully constituted in
writing. The Company may impose such additional conditions to the transfer of
its stock as may be necessary or appropriate for compliance with applicable law
or to protect the Company from liability with respect to such transfer.

4.    Holders of Record. The Board may fix a time as a record date for the
determination of holders of Stock entitled to receive any dividend or
distribution declared to be payable on any shares of the Company; or to vote
upon any matter to be submitted to the vote of any holders of Stock in the
Company; or to be present or to be represented by proxy at any meeting of the
holders of Stock in the Company, which record date in the case of a meeting of
the holders of Stock shall not be more than sixty nor less than ten days before
the date set for such meeting; and only holders of record as of the record date
shall be entitled to receive such dividend or distribution, or to vote on such
matter, or to be present or represented by proxy at such meeting.


V

Meetings of Holders of Stock

1.    Annual Meeting of Holders of Stock. An annual meeting of the holders of
Stock in the Company shall be held on a date and at a time designated by
resolution of the Board of Directors. At the annual meeting, Directors shall be
elected to serve for the ensuing year and until their successors are elected.
Any other proper business may also be transacted at the annual meeting.

2.    Special Meeting of Stockholders. Special meetings of holders of Stock may
be called at any time by the Board, the President, or by holders possessing at
least ten percent of the issued and outstanding shares of Stock, to be held not
less than ten nor more than sixty days after the request therefor.



3.    Places of Meetings. The Board may determine where each meeting of holders
of Stock shall be held, but in the absence of any designation by the Board of
the meeting place, meetings of holders of Stock shall be held at the office of
the Secretary of the Company.

4.    Notices of Meetings. Written notice of all meetings of the holders of
Stock stating the place, date and hour of the meeting, shall be mailed, postage
prepaid, or delivered, not less than ten nor more than sixty days before such
meeting to each holder entitled to notice of, or to vote at, any meeting of
holders of Stock at the address of such holder as it appears on the records of
the Company.

5.    Quorum for Action by Holders of Stock Elections. At all elections or votes
had for any purpose, there must be a majority of the outstanding shares of Stock
represented. Except as may otherwise be provided by law, all elections shall be
held and all questions decided by a majority of the shares of Stock which are
voted.

6.    Proxies. At any meeting of the holders of Stock, any holder of record
entitled to vote thereat may be represented and have his shares voted by a proxy
or proxies appointed by an instrument in writing executed by the stockholder of
record.

7.    Adjournments. Any meeting of the holders of Stock (whether annual or
special and whether or not a quorum shall have been present), may be adjourned
from time to time and from place to place by vote of a majority of the shares of
Stock represented at such meeting, without notice other than announcement at
such meeting of the time and place at which the meeting is to be resumed - such
adjournment and the reasons therefor being recorded in the journal of
proceedings of the meeting. At any meeting so resumed after such adjournment,
provided a majority of the outstanding shares of Stock shall then be
represented, any business may be transacted which might have been transacted at
the meeting as originally scheduled.


VI

Corporate Seal

      The seal of the Company shall have the name of the Company inscribed
thereon, together with the date and State of incorporation.


VII

Amendments

      Any of these By-Laws may be altered, amended or repealed by the holders
of a majority of the outstanding shares of Stock; or any of these By-Laws may be
altered, amended or repealed by resolution of the Board approved by at least a
majority of the Directors then in office.