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regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation. 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 directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                  ARTICLE VII

                            Miscellaneous Provisions
                            ------------------------

          SECTION 1.    Corporate Seal.   The seal of the Corporation shall be
circular in form with the words "Corporate SEAL Delaware" in the center and the
name of the Corporation around the margin thereof.

          SECTION 2.    Fiscal  Year.      The  fiscal  year  of  the
Corporation shall end at the close of business on the 30th day of September in
each year.

          SECTION 3.    Annual Reports.   The Board of Directors shall present
at each annual meeting of the stockholders a full report of the business and
condition of the Corporation.

          SECTION 4.    Execution of  Contracts.     The  Board may authorize
any officer or officers, agent or agents, or attorney or attorneys,  to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation,  and such authority may be general or confined to
specific instances; and, unless so authorized by the Board or expressly
authorized by these By-laws, no officer, agent or employee shall have any power
or authority to bind the Corporation by any contract or other engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or in any
amount.

          SECTION 5.    Loans.  No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board or by a committee of the Board to whom the Board has
delegated such power.

          SECTION 6.    Checks, Drafts, Etc.    All checks, drafts, bills,
notes and other negotiable instruments and orders for the payment of money
issued in the name of the Corporation, shall be signed by such officer or
officers, employee or employees, agent or agents, of the Corporation and in such
manner as shall from time to time be determined by resolution of the Board.

          SECTION 7.    Deposits.   All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board may designate,
or as may be designated by any officer or officers, agent or agents, or attorney
or attorneys, of the Corporation

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