BYLAWS OF

                             SCA LICENSE CORPORATION
                             a Delaware Corporation

                                    ARTICLE I
                                     Offices

The principal office of SCA LICENSE CORPORATION (the "Corporation") shall be
located in Camarillo, California. The Corporation may have such other offices
and places of business, either within or outside Delaware, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.

The registered office of the Corporation is required by Delaware law to be
maintained in Delaware. The registered office may be, but need not, be identical
with the principal office if in Delaware, and the address of the registered
office may be changed from time to time by the Board of Directors (the "Board").

                                   ARTICLE II
                                  Shareholders

Section 2.1. Application of Article II. So long as there is only one shareholder
of the Corporation, Sections 2.5, 2.9 and 2.10 shall not apply to the
Corporation and any provisions thereof need not be fulfilled except as otherwise
required by Delaware law or Articles of Incorporation as amended.

Section 2.2. Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings shall be held on or
before June 30 at such time and place as the Board shall determine by
resolution.

Section 2.3. Special Meetings. A special meeting of the stockholders for the
transaction of any proper business may be called at any time by the Board or by
the President or the holders of 20% or more of the common stock of the
Corporation.

Section 2.4. Place of Meeting. The Board may designate any place, either within
or outside Delaware, as the place for any annual meeting or special meeting
called by the Board. A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place, either within or outside Delaware, as
the place for such meeting. If no designation is made, or if a special meeting
shall be called otherwise than by the Board, the place of meeting shall be the
registered office of the Corporation in Delaware.

Section 2.5. Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose for which the
meeting is called, shall be delivered not less than ten nor more than 50 days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the


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officer or person calling the meeting to each shareholder of record entitled to
vote at such meeting; except that, if the authorized shares are to be increased,
at least 30 days notice shall be given. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.

Section 2.6. Adjournment. When a meeting is for any reason 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, any business may be transacted which might have been
transacted at the original meeting.

Section 2.7. Organization. The President or any Vice President shall call
meetings of shareholders to order and act as chairman of such meetings. In the
absence of said officers, any shareholder entitled to vote at that meeting, or
any proxy of any such shareholder, may call the meeting to order and a chairman
shall be elected by a majority of the shareholders entitled to vote at the
meeting. In the absence of the Secretary or any assistant Secretary of the
Corporation, any person appointed by the chairman shall act as Secretary of such
meeting.

Section 2.8. Agenda and Procedure. The Board of Directors shall have the
responsibility for establishing an agenda for each meeting of shareholders,
subject to the rights of shareholders to raise matters for consideration which
may otherwise properly be brought before the meeting although not included
within the agenda. The Chairman shall be charged with the orderly conduct of all
meetings of shareholders; provided, however, that in the event of any difference
in opinion with respect to the proper course of action which cannot be resolved
by reference to statute, or to the Articles of Incorporation, or these Bylaws,
Robert's Rules of Order (as last revised) shall govern the disposition of the
matter.

Section 2.9. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board may provide that the stock transfer books
shall be closed for any stated period not exceeding fifty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board may fix in advance a date as the
date for any such determination of shareholders, such date in any case to be not
more than fifty days, and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring


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the dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of the closing has expired.

Section 2.10. Voting Records. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten days prior to such meeting, this record shall be kept on
file at the principal office of the Corporation, whether within or outside
Delaware, and shall be subject to inspection by any shareholder for any purpose
germane to the meeting at any time during usual business hours. Such record
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder for any purpose germane to
the meeting during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such record or transfer books or to vote at any meeting of shareholders.
Any officer or agent having charge of the stock transfer books who fails to
prepare the record of shareholders, or to keep it on file for a period of ten
days before the meeting or to produce and keep it open for inspection at the
meeting as provided in this section, is liable to any shareholder suffering
damage due to the failure to the extent of the damage.

Section 2.11. Quorum. Unless otherwise provided by the Articles of
Incorporation, a majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If fewer than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting without further notice for a period not to exceed 60 days at any one
adjournment. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of shareholders so that less than a quorum remains.

If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by law or the Articles of Incorporation.

Section 2.12. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or his duly authorized attorney
in fact. Such proxy shall be filed with the Secretary of the Corporation before
or at the time of the meeting. No proxy shall be valid after eleven months from
the date of its execution unless otherwise provided in the proxy.


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Section 2.13. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders, except as may be otherwise provided in the Articles of
Incorporation. If the Articles of Incorporation provide for more or less than
one vote for any share on any matter, every reference in the Delaware
Corporation Code to a majority or other proportion or number of shares shall
refer to such a majority or other proportion or number of votes entitled to be
cast with respect to such matter.

At a shareholders' meeting involving the election of directors, each shareholder
shall be entitled to cast for any one candidate no greater number votes than the
number of shares held by such shareholder; shareholders shall be entitled to
cumulate votes on behalf of any candidate.

Section 2.14.  Voting of Shares by Certain Holders.

a. Neither treasury shares, nor shares of another Corporation, if a majority of
the shares entitled to vote for the election of directors of such other
Corporation is held by this Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given
Shares standing in the name of another Corporation, domestic or foreign, may be
voted by such officer, agent or proxy as the Bylaws of such corporation may
prescribe or, in the absence of such provision, as the Board of Directors of
such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so is contained in
an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledges and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Redeemable shares which have been called for redemption shall not be entitled to
vote on any matter and shall not be deemed outstanding shares on and after the
date of which written notice or redemption has been mailed to shareholders and a
sum sufficient to redeem such shares has been deposited with a bank or trust
company, with irrevocable instruction and authority to pay the redemption price
to the holders of the shares upon surrender of certificates therefor.


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b. If shares or other securities having voting power stand of record in the
names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety, or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, voting with respect to the shares shall have the following effect:

 (i)  If only one person votes, his act binds all;

(ii) If two or more persons vote, the act of the majority so voting binds all;

(iii) If two or more persons vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately, or any person voting the shares of a beneficiary, if any, may
apply to any court of competent jurisdiction in the State of Delaware to appoint
an additional person to act with the persons so voting the shares. The shares
shall then be voted as determined by a majority of such persons and the person
appointed by the court. If a tenancy is held in unequal interests, a majority or
even split for the purpose of this subsection (iii) shall be a' majority or even
split in interest.

The effects of voting stated in this subsection B shall not be applicable if the
Secretary of the Corporation is given written notice of alternate voting
provisions and is furnished with a copy of the instrument or order wherein the
alternate voting provisions are stated.

Section 2.15. Informal Action by Shareholders. Any action required or allowed to
be taken at a meeting of the shareholders may be taken without a meeting,
provided that a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect as a unanimous
vote of the shareholders, and may be stated as such in any articles or document
filed with the Secretary of State of Delaware under Delaware law.

                                   ARTICLE III
                               Board of Directors

Section 3.1. General Powers. The business and affairs of the Corporation shall
be managed by its Board of Directors, except as otherwise provided by Delaware
law or the Articles of Incorporation.

Section 3.2. Performance of Duties. A Director of the Corporation shall perform
his duties as a director, including his duties as a member of any committee of
the Board upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation, and with such care as
an ordinarily prudent person in a like position would use under similar
circumstances. In performing his duties, a director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by persons and


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groups listed in subsections a, b and c of this Section 3.2; but he shall not be
considered to be acting in good faith if he has knowledge concerning the matter
in question that would cause such reliance to be unwarranted. A person who so
performs his duties shall not have any liability by reason of being or having
been a director of the Corporation. Those persons and groups upon whose
information, opinions, reports, and statements a director is entitled to rely
are:

a. One or more officers or employees of the Corporation whom the Director
reasonably believes to be reliable and competent in the matters presented;

b. Counsel, public accountants, or other persons as to matters which the
Director reasonably believes to be within such persons' professional or expert
competence; or

c. A committee of the Board upon which he does not serve, duly designated in
accordance with the provisions of the Articles of Incorporation or the Bylaws,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.

Section 3.3. Number Tenure and Qualifications. The number of directors of the
Corporation shall be two; except that there need only be as many directors as
there are shareholders in the event that the outstanding shares are held of
record by fewer than three shareholders. The directors shall be elected at each
annual meeting of shareholders. Each director shall hold office until the next
annual meeting of shareholders and thereafter until his successor shall have
been elected and qualified. Directors shall be 18 years of age or older, but
need not be residents of Delaware or shareholders of the Corporation. Directors
shall be removable in the manner provided by the statutes of Delaware.

Section 3.4. Resignation. Any director of the Corporation may resign at any time
by giving written notice of his resignation to the Board of Directors, the
President, any Vice President or the Secretary of the Corporation. Such
resignation shall take effect at the date of 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. 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 the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective.

Section 3.5. Removal. Except as otherwise provided in the Articles of
Incorporation or in these Bylaws, any director may be removed, either with or
without cause, at any time, by the affirmative vote of the holders of a majority
of the issued and outstanding shares of stock entitled to vote for the election
of directors of the Corporation given at a special meeting of the shareholders
called and held for such purpose. The vacancy in the Board caused by any such
removal may be filled by the shareholders entitled to vote thereon at such
meeting. If the shareholders at such meeting shall fail to fill the vacancy, the
Board of Directors may do so as provided in Section 3.6.


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Section 3.6. Vacancies. Any vacancy occurring in the Board may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum except as otherwise provided herein. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by the affirmative vote of a majority of the directors then in
office or by an election at any annual meeting or at a special meeting of
shareholders called for that purpose, and a director so chosen shall hold office
until the next annual meeting of shareholders and until his successor has been
elected and has qualified.

Section 3.7. Regular Meetings. A regular meeting of the Board shall be held
without other notice than this bylaw immediately after and at the same place as
the annual meeting of shareholders. The Board may provide by resolution the time
and place, either within or outside Delaware, for the holding of additional
regular meetings without other notice than such resolution.

Section 3.8. Special Meetings. Special meetings of the Board may be called by or
at the request of the President or any two Directors. The person or persons
authorized to call Special Meetings of the Board may fix any place, either
within or outside Delaware, as the place for holding any special meeting of the
Board called by them.

Section 3.9. Notice. In the event that there is more than one director of the
Corporation, notice of any Special Meeting shall be given at least seven days
previously thereto by written notice delivered personally or mailed to each
director at his business address, or by notice given at least two days
previously by telegraph. Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any 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
Board need be specified in the notice or waiver of notice of such meeting.

Section 3.10 Quorum. A majority of the number of directors elected and qualified
at the time of the meeting shall constitute a quorum for the transaction of
business at any such meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

Section 3.11. Manner of Acting. If a quorum is present, the affirmative vote of
a majority of the directors present at the meeting and entitled to vote on that
particular matter shall be the act of the Board, unless the vote of a greater
number is required by law or the Articles of Incorporation.


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Section 3.12. Compensation. By resolution of the Board of Directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at such meeting; 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.

Section 3.13. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent is entered in the minutes of the meeting or unless he files his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or forwards such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director who voted in
favor of such action.

Section 3.14. Executive Committee. The Board, by resolution adopted by a
majority of the number of directors elected and qualified at the time of the
resolution, may designate two or more directors to constitute an executive
committee which shall have and may exercise all of the authority of the Board of
Directors or such lesser authority as may be set forth in said resolution. No
such delegation of authority shall operate to relieve the Board of Directors or
any member of the Board from any responsibility imposed by law.

Section 3.15. Informal Action by Directors. Any action required or permitted to
be taken at a meeting of the directors, executive committee or other committee
of the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof. Such consent shall have the
same force and effect as a unanimous vote of the directors, and may be stated as
such in any articles or documents filed with the Secretary of State of Delaware
under Delaware law.

Section 3.16. Meetings by Telephone. Members of the Board or any committee of
the directors may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.

                                   ARTICLE IV
                               Officers and Agents

Section 4.1. General. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, each of whom shall be elected by the Board. The Board
may appoint one or more Vice Presidents and such other officers, assistant
officers, committees and agents, including a chairman of the board, Assistant
Secretaries and Assistant Treasurers, as they may consider necessary, who shall
be chosen in such manner and hold their offices for such terms and have such
authority and duties as from time to time may be


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determined by the Board. The salaries of all the officers of the Corporation
shall be fixed by the Board. One person may hold any two offices, except that no
person may simultaneously hold the offices of President and Secretary. The
officers of the Corporation shall be 18 years of age or older. In all cases
where the duties of any officer, agent or employee are not prescribed by the
Bylaws or by the Board, such officer, agent or employee shall follow the orders
and instructions of (a) the President, and if a Chairman of the Board has been
elected, then (b) the Chairman of the Board.

Section 4.2. Election and Term of Office. The officers of the Corporation shall
be elected by the Board of Directors annually at the first meeting of the board
held after each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, election of officers shall occur by unanimous
written consent of the Board as soon thereafter as may be convenient. Each
officer shall hold office until the first of the following occurs: until his
successor shall have been duly elected and shall have qualified; or until his
death; or until he shall resign; or until he shall have been removed in the
manner hereinafter provided.

Section 4.3. Removal. Any officer or agent may be removed by the Board or by the
executive committee, if any, whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.

Section 4.4. Vacancies. A vacancy in any office, however occurring, may be
filled by the Board for the unexpired portion of the term.

Section 4.5. Chairman. The Chairman shall be an officer of the Corporation. The
Chairman shall have the responsibility of setting the agenda for Board meetings
and such other responsibilities and duties as are assigned by the Board.

Section 4.6. President. The President shall, subject to the direction and
supervision of the Board, be the chief executive officer of the Corporation and
shall have general and active control of its affairs and business and general
supervision of its officers, agents and employees. He shall, unless otherwise
directed by the Board, attend in person or by substitute appointed by him, or
shall execute, on behalf of the Corporation, written instruments appointing a
proxy or proxies to represent the Corporation, at all meetings of the
stockholders of any other Corporation in which the Corporation shall hold any
stock. He may, on behalf of the Corporation, in person or by substitute or by
proxy, execute written waivers of notice and consents with respect to any such
meetings. At all such meetings and otherwise, the President, in person or by
substitute or proxy as aforesaid, may vote the stock so held by the Corporation
and may execute written consents and other instruments with respect to such
stock and may exercise any and all rights and powers incident to the ownership
of said stock, subject however to the instructions, if any, of the Board. The
President shall have custody of the Treasurer's bond, if any. If a chairman of
the board has been elected, the chairman of the board shall have, subject to the
direction and modification of the Board, all the same responsibilities, rights
and obligations as described in these Bylaws for the President.


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Section 4.7. Vice Presidents. The Vice Presidents, if any, shall assist the
President and shall perform such duties as may be assigned to them by the
President or by the Board. In the absence of the President, the Vice President
designated by the Board or (if there be no such designation) the Vice President
designated in writing by the President shall have the powers and perform the
duties of the President. If no such designation shall be made, all Vice
Presidents may exercise such powers and perform such duties.

Section 4.8. Secretary. The Secretary shall perform the following:

a. Keep the minutes of the proceedings of the shareholders, executive committee
and the Board of Directors;

b. See that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law;

c. Be custodian of the Corporate records and of the seal of the Corporation and
affix the seal to all documents when authorized by the Board of Directors;

d. Keep, at the Corporation's registered office or principal place of business
within or outside Delaware, a record containing the names and addresses of all
shareholders and the number and class of shares held by each, unless such a
record shall be kept at the office of the Corporation's transfer agent or
registrar;

e. Sign with the President or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors;

f. Have general charge of the stock transfer books of the Corporation, unless
the Corporation has a transfer agent; and

g. In general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the President or by
the Board. Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the Secretary.

Section 4.9. Treasurer. The Treasurer shall be the principal financial officer
of the Corporation and shall have the care and custody of all funds, securities,
evidences of indebtedness and other personal property of the Corporation and
shall deposit the same in accordance with the instructions of the Board of
Directors. He shall receive and give receipts and acquittances for monies paid
in on account of the Corporation, and shall pay out of the funds on hand all
bills, payrolls and other just debts of the Corporation of whatever nature upon
maturity. He shall perform all other duties incident to the office of the
Treasurer and, upon request of the board, shall make such reports to it as may
be required at any time. He shall, if required by the board, give the
Corporation a bond in such sums and with such sureties as shall be satisfactory
to the board, conditioned upon


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the faithful performance of his duties and for the restoration to the
Corporation of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation. He
shall have such other powers and perform such other duties as may be from time
to time prescribed by the Board of Directors or the President. The assistant
Treasurers, if any, shall have the same powers and duties, subject to the
supervision of the Treasurer.

The Treasurer shall also be the principal accounting officer of the Corporation.
He shall prescribe and maintain the methods and systems of accounting to be
followed, keep complete books and records of account, prepare and file all
local, state and federal tax returns, prescribe and maintain an adequate system
of internal audit, and prepare and furnish to the President and the Board of
Directors statements of account showing the financial position of the
Corporation and the results of its operations.

Section 4.10. Salaries. Officers of the Corporation shall be entitled to such
salaries, emoluments, compensation or reimbursement as shall be fixed or allowed
from time to time by the Board of Directors.

Section 4.11. Bonds. If the Board of Directors by resolution shall so require,
any officer or agent of the Corporation shall give bond to the Corporation in
such amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of that officer's or agent's duties
and offices.

                                    ARTICLE V
                                      Stock

Section 5.1. Certificates. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the Corporation by its
chairman or vice chairman of the Board which for the purpose of this Section 5.1
only shall be considered officers, or by its President or a Vice President and
by the Treasurer or an assistant Treasurer or by the Secretary or an assistant
Secretary, and shall be sealed with the seal of the Corporation, or with a
facsimile thereof. The signatures of the Corporation's officers on such
certificate may also be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself or
an employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue. Every certificate representing shares issued by a Corporation which is
authorized to issue shares of more than one class or more than one series of any
class shall set forth upon the face or back of the certificate or shall state
that the Corporation will furnish to any shareholder upon request and without
charge a full statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued and, if the
Corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences between the shares of each
such series, so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.


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Each certificate representing shares shall state the following upon the face
thereof: the name of the state of the Corporation's organization; the name of
the person to whom issued; the number and class of shares and the designation of
the series, if any, which such certificate represents; the par value of each
share represented by such certificate or a statement that the shares are without
par value. Certificates of stock shall be in such form consistent with law as
shall be prescribed by the Board. No certificate shall be issued until the
shares represented thereby are fully paid.

Section 5.2. Record. A record shall be kept of the name of each person or other
entity holding the stock represented by each certificate for shares of the
Corporation issued, the number of shares represented by each such certificate,
the date thereof and, in the case of cancellation, the date of cancellation. The
person or other entity in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof, and thus a holder of record of
such shares of stock, for all purposes as regards the Corporation.

Section 5.3. Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars as shall be fixed from time to time by the
Board. That part of the surplus of a Corporation which is transferred to stated
capital upon the issuance of shares as a share dividend shall be deemed the
consideration for the issuance of such dividend shares. Such consideration may
consist, in whole or in part, of money, other property, tangible or intangible,
or in labor or services actually performed for the Corporation, but neither
promissory notes nor future services shall constitute payment or part payment
for shares.

Section 5.4. Cancellation of Certificates. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen or destroyed certificates.

Section 5.5. Lost Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board may in its discretion require
a bond in such form and amount and with such surety as it may determine, before
issuing a new certificate.

Section 5.6. Transfer of Shares. Upon surrender to the Corporation or to a
transfer agent of the Corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the Corporation which shall be kept at its
principal office or by its registrar duly appointed.


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The Corporation shall be entitled to treat the holder of record of any share of
stock as the holder in fact thereof, and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as may be required by the laws of Delaware.

Section 5.7. Indemnification of Directors. Officers. and Others. The Corporation
has the power to indemnify current or former directors, officers, employees, and
agents, to the greatest extent provided in its Articles of Incorporation and by
Delaware law.

                                   ARTICLE VI
                   Execution of Instruments; Loans; Checks and
                         Endorsements; Deposits; Proxies

Section 6.1. Execution of Instruments. The President shall have the power to
execute and deliver on behalf of and in the name of the Corporation any
instrument requiring the signature of an officer of the Corporation, except as
otherwise provided in these Bylaws or where the execution and delivery thereof
shall be expressly delegated by the Board to some other officer or agent of the
Corporation. Unless authorized to do so by these Bylaws or by the Board, no
officer, agent or employee shall have any power or authority to bind the
Corporation in any way, to pledge its credit or to render it liable pecuniarily
for any purpose or in any amount.

Section 6.2. Loans. The Corporation may lend money to, guarantee the obligations
of and otherwise assist directors, officers and employees of the Corporation, or
directors of another Corporation of which the Corporation owns a majority of the
voting stock, only upon compliance with the requirements of Delaware law.

No loans shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.

Section 6.3. Checks and Endorsements. All checks, drafts or other orders for the
payment of money, obligations, notes or other evidences of indebtedness, bills
of lading, warehouse receipts, trade acceptances and other such instruments
shall be signed or endorsed by such officers or agents of the Corporation as
shall from time to time be determined by resolution of the Board, which
resolution may provide for the use of facsimile signatures.

Section 6.4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the Corporation's credit in such banks or
other depositories as shall from time to time be determined by resolution of the
Board, which resolution may specify the officers or agents of the Corporation
who shall have the power, and the manner in which such power shall be exercised,
to make such deposits and to endorse, assign and deliver for collection and
deposit checks, drafts and other orders for the payment of money payable to the
Corporation or its order.


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Section 6.5. Proxies. Unless otherwise provided by resolution adopted by the
Board, the President or any Vice President may from time to time appoint one or
more agents or attorneys in fact of the Corporation, in the name and on behalf
of the Corporation, to cast the votes which the Corporation may be entitled to
cast as the holder of stock or other securities in any other Corporation,
association or other entity any of whose stock or other securities may be held
by the Corporation, at meetings of the holders of the stock or other securities
of such other Corporation, association or other entity or to consent in writing,
in the name of the Corporation as such holder, to any action by such other
Corporation, association or other entity, and may instruct the person or persons
so appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.

Section 6.6. Contracts. The Board may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.

                                   ARTICLE VII
                                  Miscellaneous

Section 7.1. Waivers of Notice. Whenever notice is required by Delaware law, by
the Articles of Incorporation or by these Bylaws, a waiver thereof in writing
signed by the director, shareholder or other person entitled to said notice,
whether before, at or after the time stated therein, or his appearance at such
meeting in person or (in the case of a shareholders' meeting) by proxy, shall be
equivalent to such notice.

Section 7.2. Fiscal Year. The fiscal year of the Corporation shall be
December 31.

Section 7.3. Amendments. The Board of Directors shall have the power to alter,
amend or repeal the Bylaws or adopt new Bylaws of the Corporation at any regular
meeting of the board, or at any special meeting called for that purpose, or by
unanimous written consent of the Board, subject to repeal or change by action of
the shareholders.

Section 7.4. Emergency Bylaws. Subject to repeal or change by action of the
shareholders, the Board may adopt emergency Bylaws in accordance with and
pursuant to the provisions of Delaware law.


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