Exhibit 3.18

                                    BYLAWS OF

                         TITAN TIRE CORPORATION OF BRYAN

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation shall be located in Bryan, Ohio.
The corporation may have such other offices, either within or without the State
of Ohio, as the business of the corporation may require from time to time.

     The registered office of the corporation required by Ohio Business
Corporation Act (the "Act") to be maintained in the State of Ohio may be, but
need not be, identical with the principal office in the State of Illinois, and
the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the fourth Thursday in May in each year, beginning in 2007, at 10:00
a.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the first
preceding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting, or at any adjournment thereof, the
board of directors shall cause the election to be held at a meeting of the
shareholders as soon thereafter as conveniently may be.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote.

     SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, either within or without the State of Ohio, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
A waiver of notice signed by all shareholders may designate any place, either
within or without the State of Ohio, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Ohio, except as otherwise provided in Section 5 of this article.



     SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the records of the corporation,
with postage thereon prepaid.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all the shareholders shall meet
at any time and place, either within or without the State of Ohio, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.

     SECTION 6. 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 shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders of any other
proper purpose, the board of directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty 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, or in
the case of a merger, consolidation, share exchange, dissolution or sale, lease
or exchange of assets, at least twenty days, immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of merger, consolidation,
share exchange, dissolution or sale, lease ro exchange of assets, not less than
twenty days, immediately preceding such meeting. 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, that date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
books for shares of the corporation shall make, within twenty days after the
record date for a meeting of shareholders or at least ten days before each
meeting of shareholders, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to inspection by



any shareholder at any time during usual business hours. Such list 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 during the whole time of the meeting. The
original share ledger or transfer book, or a duplicate thereof kept in this
State, shall be prima facie evidence as to who are the shareholders entitled to
examine such list or share ledger or transfer book or to vote at any meeting of
shareholders.

     SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided, that if less than
all of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number of voting by classes is required by the Act, the Articles of
Incorporation or these by-laws.

     SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his/her 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.

     SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to vote upon each matter submitted to vote at a meeting of
shareholders.

     SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his/her administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him/her, either in person or by proxy.

     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/her name if authority to do so
shall be 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 pledgee, and
thereafter the pledgee shall be entitled to vote the share so transferred.



     Shares of its own stock belonging to this corporation shall be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting.

     Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders. Each report of an inspector shall be in writing and signed by
him/her or by a majority of them if there be more than one inspector or
inspectors on the number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.

     SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five days prior to notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
hereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     Prompt notice of taking of the corporate action without a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing or a certificate under
any section of the Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such section shall state, in lieu
of any statement required by such section concerning any vote of shareholders,
that written consent has been given in accordance with the provisions of the Act
and that written notice has been given as provided in the Act.

     SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may
be viva vice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the discretion of its board of directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than two and no more than seven. Each director
shall hold office until the next annual meeting of shareholders or until his/her
successor shall have been elected and qualified. Directors need not be residents
of Ohio or shareholders of the corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without notice than this bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The board of directors may
provide, by resolution the time and place, either within or without the State of
Ohio, for holding of additional regular meetings without other notice than such
resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors 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 of directors may fix
any place, either within or without the State of Ohio, as the place for holding
any special meeting of the board of directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at least
five days previous thereto by written notice delivered personally or mailed to
each director at his/her business address, or by telegram. If mailed, 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 any 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 of directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



     SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
bylaws, or the Articles of Incorporation.

     SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A majority of the board of
directors may fill any vacancy prior to such annual or special meeting of
shareholders.

     SECTION 9. RESIGNATION OR REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice to the board of directors. A director may be
removed with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, if the notice of the meeting names the
director or directors to be removed at said meeting.

     SECTION 10. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by
the Articles of Incorporation or bylaws, any action required to be taken at a
meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors or a committee thereof, if any, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

     SECTION 11. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise notwithstanding any directors conflict of interest. By resolution of
the board of directors the directors may be paid their expenses, if any, of
attendance at each meeting of the board.

     SECTION 12. 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 conclusively presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes of the meeting or
unless he/she shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
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 13. APPOINTMENT OF COMMITTEES. The board of directors, may by
resolution passed by the whole board, designate one or more committees, each



committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they 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. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the corporation shall be a chairman, if
one has been elected, president, vice president(s), treasurer, secretary, and
such assistant treasurer(s), assistant secretary(s) or other offices as may be
elected or appointed by the board of directors. Any two or more offices may be
held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices filled at any meeting of the board of directors. Each officer shall hold
office until his/her successor shall have been duly elected and shall have
qualified or until his/her death or until he/she shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interest of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, disqualification or otherwise, may be filled by the board of
directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one has
been elected, shall preside at all meetings of the shareholders and the board of



directors and shall implement policies and strategies for the conduct of the
business of the corporation.

     SECTION 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and shall implement the general policies of the
corporation and in general supervise and control all of the business and affairs
of the corporation. He/she shall preside at all meetings of the board of
directors and of the shareholders of the corporation. He/she may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of the president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 7. THE VICE-PRESIDENT. In the absence of the president or in the
event of his/her inability or refusal to act, the vice-president (or in the
event there may be more than one vice-president, the vice presidents in the
order designated, 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 the powers of and be subject to all the restrictions upon the
president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him/her by the chairman of
the board, the president or by the board of directors.

     SECTION 8. THE TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his/her duties in such
sum and with such surety or sureties as the board of directors shall determine.
He/she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these by-laws; (b) in general perform all the duties incident to the officer
of treasurer and such other duties as from time to time may be assigned to
him/her by the president or by the board of directors.

     SECTION 9. THE SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation, if one is held, is affixed to all certificates for share
prior to the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these by-laws; (d) keep a register of the post office



address of each shareholder which shall be furnished to the secretary by such
shareholder; (e) sign with the president, or a vice-president, certificates for
shares of the corporation, the issue 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; (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/her by the president or by the board of directors.

     SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required, by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries as
thereunto authorized by the board of directors may sign with the president or a
vice-president certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the board of directors. The
assistant treasurers and assistant secretaries in general, shall perform such
duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, 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.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the board of directors.

     SECTION 4. 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 of directors may
select.



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary and may be sealed
with the seal of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the corporation as the board of directors may prescribe.

     SECTION 2. TRANSFERS OF SHARES. Transfer of shares of the corporation shall
be made only on the books of the corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper evidence of authority
to transfer, or by his/her attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by the board of
directors.

                                  ARTICLE VIII

                                    DIVIDENDS

     The board of directors may from time to time, declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



                                   ARTICLE IX

                                      SEAL

     The board of directors may provide a corporate seal which shall be in the
form of a circle and shall inscribed thereon the name of the corporation and the
words, "Corporate Seal" and "Ohio".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions
of these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Act of the State of Ohio, 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.

                                   ARTICLE XI

                                   AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the Articles of Incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors. These by-laws may be amended to provide that no by-laws
adopted by the shareholders may be altered, amended or repealed by the board of
directors.

                                   ARTICLE XII

                                 INDEMNIFICATION

     SECTION 1. PERSONS. The corporation may indemnify any person who was or is
a party, or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he/she is or was a director, officer, employee or agent
of the corporation, or who is or was serving at the request of the corporation
as a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a



presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.

     SECTION 2. DERIVATIVE ACTION. The corporation may indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection with the defense or settlement of such action or suit, if
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his/her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper.

     SECTION 3. EXTENT. To the extent that a director, officer, employee or
agent of the corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, he/she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.

     SECTION 4. DETERMINATION OF STANDARD. Any indemnification under Sections 1
and 2 hereof (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE PAYMENT. Expenses incurred by defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking or by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he/she is entitled to be
indemnified by the corporation as authorized in this Article.



     SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     SECTION 7. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted or arising
out of his/her status as such, whether or not the corporation would have the
power to indemnify him/her against such liability under the provisions of this
Article.

     SECTION 8. SHAREHOLDER NOTICE OF INDEMNIFICATION PAYMENT. If the
corporation has indemnified or has advanced expenses to a director, officer,
employee or agent, the corporation shall report the indemnification or advance
in writing to the shareholders with or before the notice of the next
shareholder's meeting.

     SECTION 9. MERGER. The purposes of this Article, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employee or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

     SECTION 10. EMPLOYEE BENEFIT PLAN. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or invoices services by such
director, officer, employee or agent with respect to any employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article.