By-Laws - Boots & Coots International Well Control Inc.

                                  BY-LAWS OF
                BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                    (hereinafter called the 'Corporation')

                                   ARTICLE I
                                    OFFICES

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

                                  ARTICLE II
                            MEETING OF STOCKHOLDERS

   Section 1.  Place of Meeting.  Meetings of the shareholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

   Section 2.  Annual Meetings.  The Annual Meetings of shareholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the shareholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.
At any annual meeting of the shareholders, only such business shall be conducted
as shall have been properly brought before the meeting in accordance with the
Certificate of Incorporation.

   Section 3.  Special Meetings.  Special Meetings of the shareholders may be
called by the Board of Directors, the Chairman of the Board or the President.
Upon request in writing to the Secretary by any person entitled to call a
special meeting of the shareholders, the Secretary forthwith shall cause notice
to be given to the shareholders entitled to vote that a meeting will be held at
a time requested by the person or persons calling the meeting. At any special
meeting of the shareholders, only such business shall be conducted as shall have
been properly brought before the meeting in accordance with the Certificate of
Incorporation.

   Section 4.  Notice of Meetings.  Written notice of the place, date, and time
of all meetings of the shareholders shall be given, not less than ten (10) nor
more than sixty (60) days before the date on which the meeting is to be held, to
each shareholder entitled to vote at such meeting, except as otherwise provided
herein or as required from time to time by the General Corporation Law of
Delaware or the Certificate of Incorporation.

   Section 5.  Quorum: Adjournment.  With respect to any matter, a quorum shall
be present at a meeting of shareholders if the holders of a majority of the
shares entitled to vote on that

 
matter are represented at the meeting in person or by proxy, unless otherwise
provided in the Certificate of Incorporation. If a quorum shall fail to attend
any meeting, the chairman of the meeting or the holders of a majority of the
shares of stock entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date or time without notice other than
announcement at the meeting, until a quorum shall be present or represented.

   When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

   Section 6.  Organization.  At every meeting of the shareholders, the chairman
of the board, if there be one, or in the case of a vacancy in the office or
absence of the chairman of the board, one of the following persons present in
the order stated shall act as chairman of the meeting: the vice chairman of the
board, if there be one, the president, the vice presidents in their order of
rank or seniority, a chairman designated by the board of directors or a chairman
chosen by the shareholders in the manner provided in Section 5 of this Article
II. The secretary, or in his absence, an assistant secretary, or in the absence
of the secretary and the assistant secretaries, a person appointed by the
chairman of the meeting, shall act as secretary.

   Section 7.  Proxies and Voting.  At any meeting of the shareholders, every
shareholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure established for the
meeting.

   Each shareholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law or the Certificate of
Incorporation.

   All voting, including on the election of directors but exception where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a shareholder entitled to vote or such shareholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the shareholder or proxy voting and such other
information as may be required under the procedure established for the meeting.

   All elections of directors shall be determined by a plurality of the votes
cast by the holders of shares entitled to vote in the election of directors at a
meeting of shareholders at which a quorum is present. Except as otherwise
required by law or the Certificate of Incorporation, all matters other than the
election of directors shall be determined by the affirmative vote of the holders
of a majority of the shares entitled to vote on that matter and represented in
person or by proxy at a meeting of shareholders at which a quorum is present.

   Section 8.  Stock List.  A complete list of shareholders entitled to vote at
any meeting of shareholders, arranged in alphabetical order for each class of
stock and showing the address of

 
each such shareholder and the number of shares registered in such shareholder's
name, shall be open to the examination of any such shareholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, at the registered office or principal place
of business of the Corporation.

   The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such shareholder
who is present. This list shall presumptively determine the identity of the
shareholder entitled to vote at the meeting and the number of shares held by
each of them.

   Section 9.  Inspectors of Election.  In advance of any meeting of
shareholders, the Board of Directors may appoint inspectors of election, who
need not be shareholders, to act at such meeting or any adjournment thereof. If
inspectors of election are not so appointed, the person presiding at any such
meeting may, and on the request of any shareholder entitled to vote at the
meeting and before voting begins shall, appoint inspectors of election. The
number of inspectors shall be either one or three, as determined, in the case of
inspectors appointed upon demand of a shareholder, by the shareholders in the
manner provided in Section 5 of this Article II, and otherwise by the Board of
Directors or person presiding at the meeting, as the case may be. If any person
who is appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting, or at the
meeting by the person presiding at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take an oath faithfully to execute the
duties of inspector at such meeting.

   If inspectors of election are appointed as aforesaid, they shall determine
from the lists referred to in Section 8 of this Article II the number of shares
outstanding, the shares represented at the meeting, the existence of a quorum
and the voting power of shares represented at the meeting, determine the
authenticity, validity and effect of proxies, receive votes or ballots, hear and
determine all challenges and questions in any way arising in connection with the
right to vote or the number of votes which may be cast, count and tabulate all
votes or ballots, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders entitled to vote
thereat. If there be three inspectors of election, the decision, act or
certificate of two shall be effective in all respects as the decision, act or
certificate of the inspectors of election.

   Unless waived by vote of the shareholders conducted in the manner which is
provided in Section 5 of this Article, the inspectors shall make a report in
writing of any challenge or question matter which is determined by them, and
execute a sworn certificate of any facts found by them.

                                  ARTICLE III
                              BOARD OF DIRECTORS

   Section 1.  Duties and powers.  The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these By-laws directed
or required to be exercise or done by the shareholders.

 
   Section 2.  Number and Term in Office.  This Section 2 is subject to the
provisions in a formal certificate of rights, powers and designations relating
to the rights of the holders of one or more series of Preferred Stock or other
provisions of the Corporation's Certificate of Incorporation. The total number
of directors constituting the entire Board of Directors shall be not less than
one (1) nor more than ten (10), with the then authorized number of directors
being fixed from time to time solely by or pursuant to a resolution passed by
the Board of Directors. A director shall hold office until the annual meeting
and until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.

   Section 3.  Vacancies.  This Section 3 is subject to the provisions of the
Corporation's Certificate of Incorporation. Vacancies and newly created
directorships resulting from any increase in the authorized member of directors
may be filled only by action of a majority of the Board of Directors then in
office, even if less than a quorum, or by a sole remaining director.  Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his predecessor. Any
director may resign at any time upon written notice to the Corporation.

   Section 4. Nominations of Directors; Election. This Section 4 is subject to
the provisions of the Corporation's Certificate of Incorporation. Nominations
for the election of directors may be made by the Board of Directors or a
committee appointed by the Board of Directors, or by any shareholder entitled to
vote generally in the election of directors who complies with the procedures set
forth in this Section 4. Directors shall be at least 21 years of age and need
not be shareholders. Nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a Director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the number of shares of the
Corporation which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such persons' written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such shareholder and (ii)
the number of shares of the Corporation which are beneficially owned by such
shareholder. No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
Article. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures

 
prescribed herein, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

   Section 5.  Meetings.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first 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 be given the newly-elected directors in order
legally to constitute the meeting, provided a quorum shall be present. 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.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the president or at least two of the directors then in office. Notice
thereof stating the place, date and hour of the meetings shall be given to each
director by mail, telephone or telegram not less than seventy-two (72) hours
before the date of the meeting. Meetings may be held at any time without notice
if all the directors are present or if all those not present waive such notice
in accordance with Section 2 of Article VI of these By-laws.

   Section 6.  Quorum.  Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these By-laws, at all meetings of the Board
of Directors, a majority of the directors then in office shall constitute a
quorum for the transaction of business. 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. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

   Section 7.  Action of Board Without a Meeting.  Unless otherwise provided by
the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board of Directors of any committee
thereof may be taken without a meeting if all members of the Board of Directors
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

   Section 8.  Resignations.  Any director of the Corporation may resign at any
time by giving written notice to the president or the secretary. Such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

   Section 9.  Organization.  At every meeting of the Board of Directors, the
Chairman of the Board, if there be one, or, in the case of a vacancy in the
office or absence of the Chairman of the Board, one of the following officers
present in the order stated shall act as Chairman of the meeting: the president,
the vice presidents in their order of rank and seniority, or a chairman chosen
by a majority of the directors present. The secretary, or, in his absence, an
assistant secretary, or in the absence of the secretary and the assistant
secretaries, any person appointed by the Chairman of the meeting shall act as
secretary.

   Section 10.  Committees.  The Board of Directors may, by resolution passed by
a majority of the directors then in office, designate one or more committees,
each committee to consist of

 
one or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, whom may
replace any absent or disqualified member at any meeting of any such committee.
In the absence or disqualification of a member of a committee, and in the
absence of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified from voting, whether or not such members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any committee, to the extent allowed by law and provided in the By-laws
or resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Each committee shall keep regular
minutes and reports to the Board of Directors when required.

   Section 11.  Compensation.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

   Section 12.  Removal. This Section 12 is subject to the provisions of the
Corporation's Certificate of Incorporation. Except for such directors, if any,
as are elected by the holders of any series of Preferred Stock separately as a
class as provided for or fixed pursuant to the provisions of the Certificate of
Incorporation, any director of the Corporation may be removed from office only
for cause and only by the affirmative vote of the holders of not less than
sixty-six percent (66%) of the votes which could be cast by holders of all
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, considered for this purpose as one
class.

                                  ARTICLE IV
                                   OFFICERS

   Section 1.  General.  The officers of the Corporation shall be appointed by
the Board of Directors and shall consist of a Chairman of the Board or a
President, or both, one or more Vice Presidents, a Treasurer and a Secretary.
The Board of Directors may also choose one or more assistant secretaries and
assistant treasurers, and such other officers and agents as the Board of
Directors, in its sole and absolute discretion shall deem necessary or
appropriate as designated by the Board of Directors from time to time. Any
number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-laws provide otherwise.

   Section 2.  Election; Term of Office.  The Board of Directors at its first
meeting held after each Annual Meeting of Stockholders shall elect a Chairman of
the Board or a President, or both, one or more Vice Presidents, a Secretary and
a Treasurer, and may also elect at that meeting or any other meeting, such other
officers and agents as it shall deem necessary or appropriate. Each

 
officer of the Corporation shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors together with
the powers and duties which are customarily exercised by such officer; and each
officer of the Corporation shall hold office until such officer's successor is
elected and qualified or until such officer's earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation. The
Board of Directors may at any time, with or without cause, by the affirmative
vote of a majority of directors then in office, remove an officer.

   Section 3.  Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of the shareholders and the Board of Directors and shall have
such other duties and powers as may be prescribed by the Board of Directors from
time to time.

   Section 4.  President.  The President shall be the chief executive officer of
the Corporation, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have and exercise such
further powers and duties as may be specifically delegated to or vested in the
President from time to time by these By-laws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all the powers and be subject to all of the restrictions upon the Chairman of
the Board.

   Section 5.  Vice President.  In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event that
there be more than one vice president, the vice presidents in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The vice presidents shall perform such other
duties and have such other powers as the Board of Directors or the President may
from time to time prescribe.

   Section 6.  Secretary.  The Secretary shall attend all meetings of the Board
of Directors and all meetings of the shareholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given notice of meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the shareholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix same to
any instrument requiring it and when so affixed, it may be attested to by the
signature of the Secretary or by the signature of any 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 to the affixing by his or her
signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or filed
are properly kept or filed, as the case may be.

 
   Section 7.  Treasurer.  The Treasurer shall have the custody of the corporate
funds and securities and shall keep complete and accurate accounts of all
receipts and disbursements of the Corporation, and shall deposit all monies and
other valuable effects of the Corporation in its name and to its credit in such
banks and other depositories as may be designated from time to time by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation, taking
proper vouchers and receipts for such disbursements, and shall render to the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation. The Treasurer shall, when and if
required by the Board of Directors, give and file with the Corporation a bond,
in such form and amount and with such surety or sureties as shall be
satisfactory to the Board of Directors, for the faithful performance of his or
her duties as Treasurer. The Treasurer shall have such other powers and perform
such other duties as the Board of Directors or the President shall from time to
time prescribe.

   Section 8.  Other Officers.  Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

   Section 9.  Resignations.  Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

   Section 10.  Removal.  Any officer or agent may be removed, either with or
without cause, at any time, by the Board of Directors at any meeting called for
that purpose; provided, however, that the President may remove any agent
appointed by him.

   Section 11.  Vacancies.  Any vacancy among the officers, whether caused by
death, resignation, removal or any other cause, shall be filled in the manner
which is prescribed for election or appointment to such office.

                                   ARTICLE V
                                     STOCK

   Section 1.  Form of Certificates.  Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or Secretary of the Corporation, certifying the number of
shares owned by such holder in the Corporation.

   Section 2.  Signatures.  Any or all the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

 
   Section 3.  Lost Certificates.  The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged 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 such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

   Section 4.  Transfers.  Stock of the Corporation shall be transferable in the
manner prescribed by law and in these By-laws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be cancelled before a new certificate
shall be issued.

   Section 5.  Record Date.  In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution or share
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days and, in the case of a meeting of
shareholders, not less than ten (10) days before the date of such meeting or
event. A determination of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

   Section 6.  Beneficial Owners.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

   Section 7.  Voting Securities Owned by the Corporation.  Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

 
                                  ARTICLE VI
                                    NOTICES

   Section 1.  Notice.  Whenever, under the provisions of the laws of Delaware
or the Certificate of Incorporation or these By-laws, any notice, request,
demand or other communication is required to be or may be given or made to any
officer, director, or registered shareholder, it shall not be construed to mean
that such notice, request, demand or other communication must be given or made
in person, but the same may be given or made by mail, telegraph, cablegram,
telex, or telecopier to such officer, director or registered shareholder. Any
such notice, request, demand or other communication shall be considered to have
been properly given or made, in the case of mail, telegraph or cable, when
deposited in the mail or delivered to the appropriate office for telegraph or
cable transmission, and in other cases when transmitted by the party giving or
making the same, directed to the officer or director at his address as it
appears on the records of the Corporation or to a registered shareholder at his
address as it appears on the record of shareholders, or, if the shareholder
shall have filed with the Secretary of the Corporation a written request that
notices to him be mailed to some other address, then directed to the shareholder
at such other address. Notice to directors may also be given in accordance with
Section 5 of Article III hereof.

   Whenever, under the provisions of the laws of the State of Delaware or the
Certificate of Incorporation or these By-laws, any notice, request, demand or
other communication is required to be or may be given or made to the
Corporation, it shall also not be construed to mean that such notice, request,
demand or other communication must be given or made in person, but the same may
be given or made to the Corporation by mail, telegraph, cablegram, telex, or
telecopier. Any such notice, request, demand or other communication shall be
considered to have been properly given or made, in the case of mail, telegram or
cable, when deposited in the mail or delivered to the appropriate office for
telegraph or cable transmission.

   Section 2.  Waivers of Notice.  Whenever any written notice is required to be
given under the provisions of the Certificate of Incorporation, these By-laws or
a statute, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the shareholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice of such meeting.

Attendance of a person, either in person or by proxy at any meeting, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice of such meeting.

                                  ARTICLE VII
                              GENERAL PROVISIONS

   Section 1.  Dividends.  Dividends upon the capital stock of the Corporation,
subject to applicable law and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting or by any Committee of the Board of

 
Directors having such authority at any meeting thereof, and may be paid in cash,
in property, in shares of the capital stock, or in any combination thereof.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

   Section 2.  Disbursements.  All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.

   Section 3.  Corporation Seal.  The corporate seal, if the Corporation shall
have a corporate seal, shall have inscribed thereon the name of the Corporation,
the year of its organization and the words 'Corporate Seal, Delaware'. The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.


                                 ARTICLE VIII

                                INDEMNIFICATION

   Section 1.  Mandatory Indemnification of Directors and Officers.  Each person
who at any time is or was a director or officer of the Corporation, and who was,
is or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative (a 'Proceeding,' which shall include any appeal in such a
Proceeding, and any inquiry or investigation that could lead to such a
Proceeding), by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise shall be
indemnified by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law as the same exists or may hereafter be amended from time
to time (the 'DGCL'), or any other applicable law as may from time to time be in
effect (but, in the case of any such amendment or enactment, only to the extent
that such amendment or law permits the Corporation to provide broader
indemnification rights than such law prior to such amendment or enactment
permitted the Corporation to provide), against judgments, penalties (including
excise and similar taxes), fines, settlements and reasonable expenses (including
court costs and attorneys' fees) actually incurred by such person in connection
with such Proceeding.  The Corporation's obligations under this Section 1
include, but are not limited to, the convening of any meeting, and the
consideration of any matter thereby, required by statute in order to determine
the eligibility of any person for indemnification.  Expenses incurred in
defending a Proceeding shall be paid by the Corporation in advance of the final
disposition of such Proceeding to the fullest extent permitted, and only in
compliance with, the DGCL or any other applicable laws as may from time to time
be in effect.  The Corporation's obligation to indemnify or to prepay expenses
under this Section 1 shall arise, and all rights granted hereunder shall vest,
at the time of the occurrence of the transaction

 
or event to which such proceeding relates, or at the time that the action or
conduct to which such proceeding relates was first taken or engaged in (or
omitted to be taken or engaged in), regardless of when such proceeding is first
threatened, commenced or completed.  Notwithstanding any other provision of the
Certificate of Incorporation or these Bylaws, no action taken by the
Corporation, either by amendment of the Certificate of Incorporation or these
Bylaws or otherwise, shall diminish or adversely affect any rights to
indemnification or prepayment of expenses granted under this Section 1 which
shall have become vested as aforesaid prior to the date that such amendment or
other corporate action is taken.

   Section 2.  Permissive Indemnification of Employees and Agents.  The rights
to indemnification and prepayment of expenses which are conferred to the
Corporation's directors and officers by Section 1 of this Article VIII may be
conferred upon any employee or agent of the Corporation if, and to the extent,
authorized by its Board of Directors.

   Section 3.  Indemnity Insurance.  The Corporation shall have power to
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, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, against any liability 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 the provisions of the DGCL.  Without limiting the power of
the Corporation to procure or maintain any kind of insurance or other
arrangement, the Corporation may, for the benefit of persons indemnified by the
Corporation (1) create a trust fund, (2) establish any form of self-insurance,
(3) secure its indemnity obligation by grant of a security interest or other
lien on the assets of the Corporation, or (4) establish a letter of credit,
guaranty or surety arrangement.

                                  ARTICLE IX
                                  AMENDMENTS

   Except as otherwise specifically stated within an Article to be altered,
amended or repealed these By-laws may be altered, amended or repealed and new
By-laws may be adopted at any meeting of the Board of Directors or of the
shareholders, provided notice of the proposed change was given in the notice of
the meeting.