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                                                                    EXHIBIT 3.30

                         PATHSOURCE - NEW ENGLAND, INC.

                          -- A DELAWARE CORPORATION --

                                     BY-LAWS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     Section 1.1. ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before such meeting shall be held each year on such date and at
such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors.

     Section 1.2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, if any, the Vice
Chairman, if any, the President, any Vice President, or the holders of at least
10% of the shares of the Corporation then issued and outstanding and entitled to
vote at such meeting. Any such meeting shall be held on such date and at such
time and place, within or without the State of Delaware, as may be designated by
the person or persons calling such meeting.

     Section 1.3. NOTICE OF MEETINGS; WAIVER OF NOTICE.

     (a)    NOTICE OF MEETINGS. Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
by mail, facsimile, telegram, cable or personal delivery by or at the direction
of the Chairman of the Board, if any, the Vice Chairman, if any, the President
or the Secretary and shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be directed to each stockholder at his address as it appears on the
records of the Corporation.

     (b)    WAIVER OF NOTICE. Whenever notice is required to be given to the
stockholders under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver signed by a stockholder entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when the stockholder attends such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose

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of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
of the Corporation.

     Section 1.4. QUORUM. The presence at any meeting, in person or by proxy, of
the holders of record of a majority of the shares then issued and outstanding
and entitled to vote shall be necessary and sufficient to constitute a quorum
for the transaction of business, except as otherwise provided by law or the
Certificate of Incorporation of the Corporation.

     Section 1.5. ADJOURNMENTS. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by proxy at
a meeting, or, if no stockholder entitled to vote is present in person or by
proxy, any officer entitled to act as chairman or secretary of such meeting, may
adjourn the meeting to another time or place.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 1.6. ORGANIZATION. The Chairman of the Board, or, if there is no
Chairman or in his absence or disability, the Vice Chairman, if any, the
President or any Vice President, or, in the absence of all of them, a chairman
appointed by the stockholders, shall act as chairman of all meetings of
stockholders. The Secretary or, in his absence or disability, any Assistant
Secretary, or, in the absence of both of them, a Secretary appointed by the
chairman of the meeting, shall act as secretary at all meetings of stockholders.

     Section 1.7. VOTING. Unless otherwise provided in the Certificate of
Incorporation of the Corporation or required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder
which is registered in his name on the record date for the meeting. Unless
otherwise provided in the Certificate of Incorporation, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Except as otherwise provided by law, in all other matters the
affirmative vote of a majority of the shares present hi person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. Voting, including voting for the election of directors,
need not be by written ballot.

     Section 1.8. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate actions in writing
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states

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that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.

     Section 1.9. STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address and number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of 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, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the entire time
thereof, and may be inspected by any stockholder who is present.

     Section 1.10. INSPECTORS OF ELECTION. In advance of any stockholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

     Section 1.11. FIXING THE RECORD DATE. So 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 to receive payment of any dividend or other distribution
or allotment of any rights, or 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 precede
the date upon which the resolution fixing the record date is adopted by the
Board, and (i) in the case of a meeting, shall not be more than 60 nor less than
10 days before the date of such meeting, or (ii) in the case of a written
consent, shall not exceed by more than 10 days the date upon which the
resolution fixing the record date is adopted by the Board, or (iii) in the case
of any other action, shall not be more than 60 days prior to such action. Only
those stockholders of record on the date so fixed shall be entitled to any of
the foregoing rights, notwithstanding the transfer of any stock on the books of
the Corporation after any such record date fixed by the Board of Directors.

     Section 1.12. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required by law or
these By-laws to be taken at any annual or special meeting of stockholders of
the Corporation may be taken without a meeting, without prior notice and without
a vote if a consent or consents in writing, setting forth the action so taken,
shall

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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 thereon were present and voted and
shall be delivered to the Corporation as required by law. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not so consented in
writing.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1. NUMBER. The Board of Directors shall consist of one or more
directors, as fixed from time to time by resolution of either the Board of
Directors or the stockholders in accordance with applicable law (each being
subject to any subsequent resolutions of either of them). The initial Board of
Directors shall be designated in the incorporator's statement of organization
and shall serve until the first annual meeting of stockholders and until their
successors shall be elected and qualified or until their earlier resignation or
removal.

     Section 2.2. ELECTION AND TERM OF OFFICE. Directors shall be elected at the
annual meeting of the stockholders, except as provided in Sections 2.3 or 2.11
of these By-laws. Each director (whether elected at an annual meeting or to fill
a vacancy or otherwise) shall hold office until his successor shall have been
duly elected and qualified or until his earlier death, resignation or removal in
the manner hereinafter provided.

     Section 2.3. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, vacancies and
newly created directorships resulting from any increase in the authorized number
of directors elected by all of the stockholders having the right to vote as a
single class may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, when one or
more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to be
effective upon the effectiveness of such resignation or resignations.

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     Section 2.4. MEETINGS.

     (a)    REGULAR MEETINGS. The Board of Directors may by resolution provide
for the holding of regular meetings for the organization of the Corporation, for
the election of officers and for the transaction of such other business as may
properly come before the meeting, and may fix the times and places at which such
meetings shall be held. Notice of regular meetings shall not be required to be
given, provided that whenever the time or place of regular meetings shall be
fixed or changed, notice of such action shall be given promptly by mail,
facsimile, telegram, radio, cable, telephone or personal delivery to each
director who shall not have been present at the meeting at which such action was
taken, addressed, sent, delivered or communicated to him at his residence or
usual place of business.

     (b)    SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the direction of the Chairman of the Board, if any, the Vice
Chairman, if any, the President or a majority of the directors then in office,
except that when the Board of Directors consists of one director, then such
director may call a special meeting. Except as otherwise required by law, notice
of each special meeting shall be mailed to each director, addressed to him at
his residence or usual place of business, at least five days before the day on
which such meeting is to be held, or shall be sent to him at such place by
facsimile, telegram, radio or cable, or telephoned or delivered to him
personally, not later than 24 hours before the day on which such meeting is to
be held. Such notice shall state the time and place of such meeting, but need
not state the purpose thereof, unless otherwise required by law, the Certificate
of Incorporation of the Corporation or these By-laws.

     (c)    WAIVER OF NOTICE. Whenever notice is required to be given to the
directors under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver, signed by the director entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation of the
Corporation.

     (d)    PARTICIPATION BY CONFERENCE CALL. Members of the Board of Directors
may participate in any meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.

     Section 2.5. QUORUM; VOTING. Unless the Certificate of Incorporation of the
Corporation provides otherwise, at each meeting of the Board of Directors a
majority of the total number of

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members of the Board of Directors shall constitute a quorum for the transaction
of business, except that when the Board consists of only one director, then one
director shall constitute a quorum. Unless otherwise required by the Certificate
of Incorporation of the Corporation or these By-laws, a vote of the majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board.

     Section 2.6. ADJOURNMENTS. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place.
Notice of any adjournment of a meeting of the Board of Directors to another time
or place shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at such meeting, to
the directors who were present.

     Section 2.7. ORGANIZATION. The Chairman of the Board, or if there is no
Chairman or in his absence or disability, the Vice Chairman, if any, the
President, or any Vice President, or in the absence of all of them, a chairman
appointed by the directors present at such meeting, shall act as chairman at
meetings of directors. The Secretary, or in his absence or disability, any
Assistant Secretary, or in the absence of all of them, a secretary appointed by
the chairman of the meeting, shall act as secretary at all meetings of the Board
of Directors.

     Section 2.8. ACTION OF BOARD WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing and
such writing or writings are filed with the minutes of proceedings of the Board.

     Section 2.9. MANNER OF ACTING. A member of the Board of Directors shall, in
the performance of his duties, be fully protected in relying in good faith upon
the records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board, or by any other person as to matters the
director reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation.

     Section 2.10. RESIGNATION OF DIRECTORS. Any director may resign at any time
upon giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, if any, the Vice Chairman, if any, the President, any
Vice President or the Secretary. Unless otherwise specified in such notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
any such officer, and acceptance of such resignation shall not be necessary to
make it effective.

     Section 2.11. REMOVAL OF DIRECTORS. At any meeting of the stockholders duly
called as provided in these By-laws, any director or directors may be removed
from office, either with or

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without cause, as provided by law. At such meeting, a successor or successors
may be elected by a plurality of the votes cast, or if any such vacancy is not
so filled, it may be filled by the directors as provided in Section 2.3 of these
By-laws.

     Section 2.12. COMPENSATION OF DIRECTORS. Directors may receive such
reasonable compensation for their services as directors, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD

     Section 3.1. DESIGNATION AND POWERS. The Board of Directors may, by a
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. Any such committee, to the extent provided in such resolution
and permitted by law, shall have and may exercise all the powers and authority
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; PROVIDED, HOWEVER, that no such committee shall
have the power or authority to (i) amend the Certificate of Incorporation of the
Corporation, except as permitted by law, (ii) adopt an agreement of merger or
consolidation, (iii) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property or assets, (iv)
recommend to the stockholders a dissolution of the Corporation, or a revocation
of a dissolution, or (v) amend the By-laws of the Corporation. Any such
committee, to the extent provided in such resolution, shall have the power and
authority to (i) declare a dividend, (ii) authorize the issuance of stock, or
(iii) adopt a certificate of ownership and merger as permitted by law.

     Section 3.2. TERM OF OFFICE. The term of office of the members of each
committee shall be as fixed from time to time by the Board of Directors, subject
to these By-laws; PROVIDED, HOWEVER, that any committee member who ceases to be
a member of the Board of Directors shall IPSO FACTO cease to be a member of any
committee thereof.

     Section 3.3. ALTERNATE MEMBERS AND VACANCIES. The Board of Directors may
designate one or more directors as alternate members of any committee who, in
the order specified by the Board of Directors, may replace any absent or
disqualified member at any meeting of the committee. If at a meeting of any
committee one or more of the members thereof should be absent or disqualified,
and if either the Board of Directors has not so designated any alternate member
or members or the number of absent or disqualified members exceeds the number of
alternate members who are present at such meeting, then the member or members of
such committee (including alternates)

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present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member. If any vacancy
shall occur in any committee by reason of death, resignation, disqualification,
removal or otherwise, the remaining member or members of such committee, so long
as a quorum is present, may continue to act until such vacancy is filled by the
Board of Directors.

     Section 3.4. MEETINGS. Each committee shall fix its own rules of procedure,
and shall meet where and as and upon such notice as provided by such rules or by
resolution of the Board of Directors. Each committee shall keep regular minutes
of its proceedings and all actions by each committee shall be reported to the
Board of Directors at its next regular meeting succeeding any such action.
Members of any committee designated by the Board may participate in a meeting of
the committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.

     Section 3.5. QUORUM; VOTING. At each meeting of any committee the presence
of a majority of the total number of its members then in office shall constitute
a quorum for the transaction of business; except that when a committee consists
of one member, then one member shall constitute a quorum. A vote of the majority
of committee members present at any meeting of a committee at which a quorum is
present shall be the act of such committee.

     Section 3.6. ADJOURNMENTS. A majority of the members of a committee
present, whether or not a quorum is present, may adjourn any meeting of such
committee to another place and time.

     Section 3.7. ACTION OF COMMITTEE WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of any committee designated by the Board of
Directors may be taken without a meeting if all members of such committee
consent thereto in writing and such writing or writings are filed with the
minutes of the proceedings of such committee.

     Section 3.8. MANNER OF ACTING. A member of any committee designated by the
Board of Directors shall, in the performance of his duties, be fully protected
in relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of the Corporation's officers or employees, or other committees of the Board of
Directors, or by any other person as to matters the member reasonably believes
are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Corporation.

     Section 3.9. RESIGNATION OF COMMITTEE MEMBERS. Any member of a committee
may resign at any time by giving written notice of such resignation to the Board
of Directors, the Chairman of the Board, if any, the Vice Chairman, if any, the
President, any Vice President or the Secretary.

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Unless otherwise specified in such notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer, and
acceptance of such resignation shall not be necessary to make it effective.

     Section 3.10. REMOVAL OF COMMITTEE MEMBERS. Any member of any committee may
be removed with or without cause at any time by the Board of Directors.

     Section 3.11. COMPENSATION OF COMMITTEE MEMBERS. Committee members may
receive such reasonable compensation for their services as committee members,
whether in the form of salary or a fixed fee for attendance at meetings, with
expenses, if any, as the Board of Directors may from time to time determine.
Nothing contained herein shall be construed to preclude any committee member
from serving the Corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. OFFICERS. The officers of the Corporation shall be a Chairman
of the Board (if elected by the Board of Directors), a Vice Chairman of the
Board (if elected by the Board of Directors), a President, one or more Vice
Presidents (if elected by the Board of Directors), a Secretary, a Treasurer, and
such other officers as may be appointed in accordance with the provisions of
Section 43 of these By-laws.

     Section 4.2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 4.3 of these By-laws) shall be elected or appointed by a majority of the
Board of Directors present at any meeting at which such election is held. Unless
otherwise provided in the resolution of election, each officer (whether elected
at the first meeting of the Board of Directors after the annual meeting of
stockholders or to fill a vacancy or otherwise) shall hold his office until the
first meeting of the Board of Directors after the next annual meeting of
stockholders and until his successor shall have been elected and qualified, or
until his earlier death, resignation or removal.

     Section 4.3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors may
from time to time appoint other officers or agents (including, without
limitation one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers), to hold office for such
periods, have such authority and perform such duties as are provided in these
By-laws or as may be provided in the resolutions appointing them. The Board of
Directors may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties.

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     Section 4.4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
elected by the Board of Directors and shall be the chief executive officer. He
shall preside at all meetings of the Board of Directors and stockholders and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. Subject to the direction of the Board of Directors, he shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its officers and agents. He may sign (which signature
may be a facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. From time to time the Chairman shall report to the Board of
Directors all matters within his knowledge which the interests of the
Corporation may require to be brought to the attention of the directors. He
shall also have such other powers and perform such other duties as may from time
to time be prescribed by the Board of Directors or these By-laws.

     Section 4.5. VICE CHAIRMAN. At the request of the Chairman of the Board, if
there is one, or in his absence or disability, the Vice Chairman, if there is
one, shall perform all the duties of the Chairman of the Board and, when so
acting, shall have all the powers of and be subject to all the restrictions on
the Chairman of the Board. The Vice Chairman may sign (which signature may be a
facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. The Vice Chairman shall also have such other powers and
perform such other duties as may from lime to time be prescribed by the Board of
Directors, the Chairman of the Board or these By-laws.

     Section 4.6. THE PRESIDENT. If there is no Chairman of the Board or Vice
Chairman, or at the request of the Chairman of the Board or the Vice Chairman,
or, in the absence or disability of the Chairman of the Board and the Vice
Chairman, the President shall be the chief executive officer of the Corporation.
Subject to the authority and direction of the Chairman of the Board and the Vice
Chairman, if any, and the Board of Directors, the President shall have all the
powers of and be subject to all the restrictions on the Chairman of the Board,
and shall have charge of the day to day supervision of the business, affairs and
property of the Corporation. The President may sign (which signature may be a
facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other

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instruments and documents duly authorized by the Board of Directors, except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to another officer or agent. The President shall also have
such other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors, the Chairman of the Board, the Vice
Chairman or these By-laws.

     Section 4.7. VICE PRESIDENTS. At the request of the President, or in his
absence or disability, the Vice President designated by the Board of Directors
shall perform all the duties of the President and, when so acting, shall have
all the powers of and be subject to all the restrictions on the President. Any
Vice President may also sign (which signature may be a facsimile signature),
with any other officer thereunto duly authorized, certificates representing
stock of the Corporation, the issuance of which shall have been duly authorized,
and may sign (which signature may be a facsimile signature) and execute, in the
name and on behalf of the Corporation, deeds, mortgages, bonds, contracts,
agreements and other instruments and documents duly authorized by the Board of
Directors, except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to another officer or agent. Each Vice
President shall have such other powers and perform such other duties as may from
time to time be prescribed by the Board of Directors, the Chairman of the Board,
the Vice Chairman, the President or these By-laws.

     Section 4.8. THE SECRETARY. The Secretary shall:

     (a)    record all the proceedings of meetings of the stockholders, the
Board of Directors, and any committees thereof in a book or books to be kept for
that purpose;

     (b)    cause all notices to be duly given in accordance with the provisions
of these By-laws and as required by law;

     (c)    whenever any committee shall be appointed pursuant to a resolution
of the Board of Directors, furnish the chairman of such committee with a copy of
such resolution;

     (d)    be custodian of the records and the seal of the Corporation, and
cause such seal to be affixed to (or a facsimile to be reproduced on) all
certificates representing stock of the Corporation prior to the issuance thereof
and all instruments the execution of which in the name and on behalf of the
Corporation and under its seal shall have been duly authorized;

     (e)    see that the lists, books, reports, statements, certificates and
other documents and records required by law are properly kept and filed;

     (f)    have charge of the stock and transfer books of the Corporation, and
exhibit such books at all reasonable times to such persons as are entitled by
law to have access thereto;

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     (g)    sign (which signature may be a facsimile signature), with any other
officer thereunto duly authorized, certificates representing stock of the
Corporation, the issuance of which shall have been duly authorized, and sign
(which signature may be a facsimile signature) and execute, in the name and on
behalf of the Corporation, instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent; and

     (h)    in general, perform all duties incident to the office of Secretary
and have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
Vice Chairman, the President or these By-laws.

     Section 4.9. ASSISTANT SECRETARIES. At the request of the Secretary, or in
his absence or disability, the Assistant Secretary designated by the Secretary,
the Board of Directors, the Chairman of the Board, the Vice Chairman, or the
President, shall perform all the duties of the Secretary, and, when so acting,
shall have all the powers of and be subject to all the restrictions on the
Secretary. Each Assistant Secretary shall have such other powers and perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the Vice Chairman, the President, the
Secretary or these By-laws.

     Section 4.10. THE TREASURER. The Treasurer shall:

     (a)    have charge of and supervision over and be responsible for the
funds, securities, receipts and disbursements of the Corporation;

     (b)    cause the moneys and other valuable effects of the Corporation to be
deposited in the name and to the credit of the Corporation in such banks or
trust companies, or with such bankers or other depositaries, as shall be
selected in accordance with Section 6.3 of these By-laws, or to be otherwise
dealt with in such manner as the Board of Directors may direct from time to
time;

     (c)    cause the funds of the Corporation to be disbursed by checks or
drafts upon the authorized depositaries of the Corporation, and cause to be
taken and preserved proper vouchers for all moneys disbursed;

     (d)    render to the Board of Directors, the Chairman of the Board, if any,
the Vice Chairman, if any, and/or the President, whenever requested, a statement
of the financial condition of the Corporation and of all of his transactions as
Treasurer;

     (e)    cause to be kept at the Corporation's principal office correct books
of account of all of the Corporation's business and transactions and such
duplicate books of account as he shall determine and, upon application, cause
such books or duplicates thereof to be exhibited to any director;

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     (f)    be empowered, from time to time, to require from the officers or
agents of the Corporation reports or statements giving such information as he
may desire or deem appropriate with respect to any or all financial transactions
of the Corporation;

     (g)    sign (which signature may be a facsimile signature), with any other
officer thereunto duly authorized, certificates representing stock of the
Corporation, the issuance of which shall have been duly authorized, and sign
(which signature may be a facsimile signature) and execute, in the name and on
behalf of the Corporation, instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent; and

     (h)    in general, perform all duties incident to the office of Treasurer
and have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
Vice Chairman, the President or these By-laws.

     Section 4.11. ASSISTANT TREASURER. At the request of the Treasurer, or in
his absence or disability, the Assistant Treasurer designated by the Treasurer,
the Board of Directors, the Chairman of the Board, if any, the Vice Chairman, if
any, or the President shall perform all the duties of the Treasurer, and, when
so acting, shall have all the powers of and be subject to all the restrictions
on the Treasurer. Each Assistant Treasurer shall have such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the Vice Chairman, the President, the
Treasurer or these By-laws.

     Section 4.12. RESIGNATIONS. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board, the Vice Chairman, the President, any Vice President or the
Secretary. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer, and the acceptance of such resignation shall not be necessary for it to
be effective.

     Section 4.13. REMOVAL. Any officer specifically designated in Section 4.1
of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors then
in office. Any officer or agent appointed pursuant to the provisions of Section
4.3 of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors
present at such meeting or at any time by any superior officer or agent upon
whom such power of removal shall have been conferred by the Board of Directors.

     Section 4.14. VACANCIES. Any vacancy in any office (whether by reason of
death, resignation, removal, disqualification or otherwise) shall be filled for
the unexpired portion of the term in the manner prescribed by these By-laws for
regular elections or appointments to such office.

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     Section 4.15. COMPENSATION The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed pursuant to the
provisions of Section 4.3 of these By-laws. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

     Section 4.16. BONDING The Corporation may secure the fidelity of any or all
of its officers or agents by bond or otherwise.

                                    ARTICLE V

                                 INDEMNIFICATION

     The Corporation shall indemnify, in the manner and to the fullest extent
permitted by applicable law, any person (or the estate of any person) who was or
is a party to, or is threatened to be made a party to, any threatened, pending
or completed action, suit or proceeding, whether or not by or in the right of
the Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director, officer,
employee, fiduciary or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, trustee, fiduciary, employee
or agent of another corporation, partnership, joint venture, .trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. To the extent and in the manner
provided by applicable law, any such expenses may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding. Unless
otherwise permitted by applicable law, the indemnification provided for herein
shall be made only as authorized in the specific case upon a determination, made
in the manner provided by applicable law, that indemnification of such director,
officer, employee or agent is proper in the circumstances. The Corporation may,
to the fullest extent permitted by applicable law, 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 which may be
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under applicable law. The indemnification
and advancement of expenses provided for herein shall not be deemed to limit the
right of the Corporation to indemnify or make advances to any other person for
any expenses (including attorneys' fees), judgments, fines or other amounts to
the fullest extent permitted by applicable law, nor shall they be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

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                                   ARTICLE VI

             EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

     Section 6.1. EXECUTION OF INSTRUMENTS GENERALLY. Subject to the approval of
the Board of Directors, the Chairman of the Board, the Vice Chairman, the
President, any Vice President, the Secretary or the Treasurer may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors may authorize any officer or officers or
agent or agents to enter into any contract or execute and deliver any instrument
in the name and on behalf of the Corporation, and such authorization may be
general or confined to specific instances.

     Section 6.2. BORROWING. No loans or advances shall be obtained or
contracted for by or on behalf of the Corporation, and no negotiable paper shall
be issued in the name of the Corporation, unless and except as authorized by the
Board of Directors. Such authorization may be general or confined to specific
instances. Any officer or agent of the Corporation thereunto so authorized may
obtain loans and advances for the Corporation, and in connection with such loans
and advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. Any officer or agent of the
Corporation so authorized may pledge, hypothecate or transfer as security for
the payment of any and all loans, advances, indebtedness and liabilities of the
Corporation any and all stocks, bonds, other securities and other personal
property at any time held by the Corporation, and to that end may endorse,
assign and deliver the same and do every act and thing necessary or proper in
connection therewith.

     Section 6.3. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may select, or as may be selected by any officer or officers or agent or agents
authorized to do so by the Board of Directors. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositaries shall be
made in such manner as the Board of Directors may from time to time determine.

     Section 6.4. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.

     Section 6.5. PROXIES. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman of the Board, the Vice Chairman, the President,

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or any Vice President, or by any other person or persons thereunto authorized by
the Board of Directors.

                                   ARTICLE VII

                                      STOCK

     Section 7.1. FORM AND EXECUTION OF CERTIFICATES. The shares of capital
stock of the Corporation shall be represented by certificates in the form
approved by the Board of Directors from time to time. The certificates shall be
signed by, or in the name of the Corporation by, the Chairman of the Board, the
Vice Chairman, the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificates may be facsimile signatures. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

     Section 7.2. REGULATIONS. The Board of Directors may make such rules and
regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.

     Section 7.3. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent or transfer agents and a registrar or registrars of
transfers for any or all classes of the capital stock of the Corporation, and
may require stock certificates of any or all classes to bear the signature of
either or both.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     The corporate seal shall be circular in form, shall bear the name of the
Corporation and words and figures denoting its organization under the laws of
the State of Delaware and the year thereof, and otherwise shall be in such form
as shall be approved from time to time by the Board of Directors.

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                                   ARTICLE IX

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on the last day of December in
each year or such other day as the Board of Directors may determine by
resolution.

                                    ARTICLE X

                                   AMENDMENTS

     These By-laws may be altered, amended or repealed, or new By-laws may be
adopted, byt the Board of Directors at any regular or special meeting by the
affirmative vote of the Board. By-laws adopted by the Board of Directors may be
altered, amended or repealed by the stockholders of the Corporation.

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