BYLAWS

                                       OF

                             [Subsidiary Guarantors]



                                    ARTICLE I

                                     OFFICES



Section 1. Registered Office. The registered office shall be in the City of

Wilmington, County of New Castle, State of Delaware.



Section 2. Other Offices. The Corporation may also have offices at such other

places both within and without the State of Delaware as the Board of Directors

may from time to time determine or the business of the Corporation may require.



Section 3. Books. The books of the Corporation may be kept within or without of

the State of Delaware as the Board of Directors may from time to time determine

or the business of the Corporation may require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS



Section 1. Time and Place of Meetings. All meetings of stockholders shall be

held at such place, either within or without the State of Delaware, on such date

and at such time as may be determined from time to time by the Board of

Directors (or the Chairman in the absence of a designation by the Board of

Directors).



Section 2. Annual Meetings. Annual meetings of stockholders, commencing with

the year, shall be held to elect the Board of Directors and transact such other

business as may properly be brought before the meeting.



Section 3. Special Meetings. Special meetings of stockholders may be called by

the Board of Directors or the chairman of the Board and shall be called by the

Secretary at the request in writing of holders of record of a majority of the

outstanding capital stock of the Corporation entitled to vote. Such request

shall state the purpose or purposes of the proposed meeting.



Section 4. Notice of Meetings and Adjourned Meetings: Waivers of Notice. (a)

Whenever stockholders are required or permitted to take any action at a meeting,

a written notice of the meeting shall be given which 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 the

General Corporation Law of the State of Delaware as the same exists or may

hereafter be amended ("Delaware Law"), such notice shall be given not less than

10 nor more than 60 days before the date of the meeting to each stockholder of

record entitled to vote at such meeting. Unless these bylaws otherwise require,

when a meeting is adjourned to another time or place (whether or not a quorum is

present), notice need not be given of the adjourned meeting if



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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 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.



(b) A written waiver of any such notice signed by the person entitled thereto,

whether before or after the time stated therein, shall be deemed equivalent to

notice. Attendance of a person at a meeting shall constitute a waiver of notice

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