BYLAWS

                                       OF

                          COMMUNITY FIRST BANCORP, INC.


                                    ARTICLE I

                                Principal Office

         The  principal  office of Community  First  Bancorp,  Inc.  (herein the
"Corporation") shall be at 2420 North Main Street, Madisonville, Kentucky 42431.

                                   ARTICLE II

                                  Stockholders

         SECTION  1. Place of  Meetings.  All annual  and  special  meetings  of
stockholders  shall be held at the home  office  of the  Corporation  or at such
other  place  within  or  without  the  state in which  the home  office  of the
Corporation is located as the board of directors may determine and as designated
in the notice of such meeting.

         SECTION  2.  Annual  Meeting.  A  meeting  of the  stockholders  of the
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation shall be held annually on the third Thursday of May,
if not a legal holiday,  and if a legal holiday,  then on the next day following
which is not a legal  holiday,  at 8:00  a.m.,  or at such  other  date and time
within the 31-day  period  beginning on such date as the board of directors  may
determine.

         SECTION 3. Special  Meetings.  Special meetings of the stockholders for
any  purpose  or  purposes  may be  called  at any  time by the  President,  the
Chairman, a majority of the board of directors or by a committee of the board of
directors in accordance  with the  provisions of the  Corporation's  Articles of
Incorporation  or a  special  meeting  maybe  called  by  the  secretary  of the
Corporation  upon the written request of the holders of not less than a majority
of all votes  entitled to be cast at the  meeting.  Such written  request  shall
state the purpose or  purposes  of the  meeting  and the matters  proposed to be
acted on at the  meeting  and  shall be  delivered  at the  home  office  of the
Corporation  addressed  to the  chairman  of the  board,  the  president  or the
secretary.  The secretary shall inform the  stockholders who make the request of
the  reasonably  estimated cost of preparing and mailing a notice of the meeting
and, upon payment of these costs to the  Corporation,  the secretary  shall then
notify each stockholder entitled to notice of the meeting.

         SECTION 4. Conduct of Meetings.  Annual and special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors.  The board of directors shall designate,  when present, either the
chairman of the board or president to preside at such meetings.

         SECTION 5. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than ninety  days before the meeting to each  stockholder
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  stockholder  at his  address as it appears on the stock  transfer  books or
records of the Corporation as of the record date prescribed in Section 6 of this
Article II, with  postage  thereon  prepaid.  If a

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stockholder  be present at a meeting,  or in writing waive notice thereof before
or after  the  meeting,  notice  of the  meeting  to such  stockholder  shall be
unnecessary.  When any  stockholders'  meeting,  either  annual or  special,  is
adjourned  for thirty days or more,  notice of the  adjourned  meeting  shall be
given as in the case of an original  meeting.  It shall not be necessary to give
any notice of the time and place of any meeting  adjourned  for less than thirty
days or of the business to be transacted at such adjourned  meeting,  other than
an announcement at the meeting at which such adjournment is taken.

         SECTION  6.  Fixing of Record  Date.  For the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than ninety days,  and in case of a meeting of  stockholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

         SECTION 7.  Voting  Lists.  The officer or agent  having  charge of the
stock transfer  books for shares of a Corporation  shall make, at least ten days
before  each  meeting of  stockholders,  a complete  record of the  stockholders
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.
The record, for a period of ten days before such meeting,  shall be kept on file
at the principal  office of the  Corporation.  The original stock transfer books
shall be prima facie evidence as to who are the stockholders entitled to examine
such record or transfer books or to vote at any meeting of stockholders.

         SECTION  8.  Quorum.  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 stockholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice. 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 stockholders  present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

         SECTION 9. Proxies. At all meetings of stockholders,  a stockholder may
vote by proxy executed in writing by the  stockholder or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

         SECTION  10.  Voting.  Unless  otherwise  provided  in the  Articles of
Incorporation, at each election for directors every stockholder entitled to vote
at such  election  shall be entitled to one vote for each share of stock held by
him. Unless otherwise provided in the Articles of Incorporation,  by statute, or
by these  Bylaws,  a majority  of those votes cast by  stockholders  at a lawful
meeting shall be sufficient to pass on a transaction  or matter.  A plurality of
all the votes cast at a meeting at which a quorum is  present is  sufficient  to
elect a director.

         SECTION 11. Voting of Shares in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present

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<PAGE>

in person or by proxy at such meeting, and if more than one person votes and the
vote is evenly split on any  particular  matter,  then (i) each faction may vote
the stock in question proportionally; or (ii) any person voting the stock or any
beneficiary  may  apply to a court  of  competent  jurisdiction  to  appoint  an
additional  person to act with the persons  voting the stock and the stock shall
then be voted as  determined  by a  majority  of those  persons  and the  person
appointed by the court.

         SECTION 12. Voting of Shares by Certain Holders. Shares standing in the
name of another  corporation may be voted by any 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 or other public authority by which such receiver was appointed.

         A  stockholder  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 shares so transferred.

         Neither treasury shares of its own stock held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

         SECTION  13.  Inspectors  of  Election.  In advance  of any  meeting of
stockholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the  chairman of the board or the  president  may, or on the
request of not fewer than 10 percent  of the votes  represented  at the  meeting
shall,  make such  appointment  at the meeting.  If appointed at the meeting the
majority of the votes present shall  determine  whether one or three  inspectors
are to be appointed.  In case any person  appointed as inspector fails to appear
or fails or refuses to act,  the  vacancy  may be filled by  appointment  by the
board of  directors  in advance of the meeting or at the meeting by the chairman
of the board or the president.

         Unless  otherwise  prescribed  by  applicable  law,  the duties of such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

         SECTION 14. Nominating Committee. The board of directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be

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voted upon at the annual meeting unless other  nominations by  stockholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of the Corporation's Articles of Incorporation.

         SECTION 15. New Business. Any new business to be taken up at the annual
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Articles of
Incorporation.  This provision shall not prevent the  consideration and approval
or  disapproval  at the annual  meeting of reports of  officers,  directors  and
committees,  but in connection  with such reports no new business shall be acted
upon at  such  annual  meeting  unless  stated  and  filed  as  provided  in the
Corporation's Articles of Incorporation.

                                   ARTICLE III

                               Board of Directors

         SECTION 1. General Powers.  The business and affairs of the Corporation
shall be managed  under the  direction of its board of  directors.  The board of
directors  shall  annually  elect a chairman of the board and a  president  from
among its members and shall designate,  when present, either the chairman of the
board or the president to preside at its meetings.

         SECTION 2. Number,  Term and  Election.  The board of  directors  shall
initially consist of nine members and thereafter shall consist of such number of
members as determined by the board of directors  from time to time in accordance
with the provisions of the Corporation's Articles of Incorporation. The board of
directors  shall be  divided  into three  classes  as nearly  equal in number as
possible.  The  members of each class shall be elected for a term of three years
and until their  successors  are elected or  qualified.  The board of  directors
shall be  classified  in accordance  with the  provisions  of the  Corporation's
Articles of Incorporation.

         SECTION  3.  Regular  Meetings.  A  regular  meeting  of the  board  of
directors shall be held without other notice than this bylaw immediately  after,
and at the same  place as,  the annual  meeting  of  stockholders.  The board of
directors  may  provide,  by  resolution,  the time and place for the 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 chairman of the board,  the president,
or one-third of the directors.  The persons  authorized to call special meetings
of the board of directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons.

         Members of the board of directors may  participate in special  meetings
by means of conference  telephone or similar  communications  equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.

         SECTION 5.  Notice of Special  Meeting.  Written  notice of at least 24
hours  regarding  any  special  meeting  of the  board  of  directors  or of any
committee  designated thereby shall be given to each director in accordance with
the bylaws,  although such notice may be waived by the director.  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
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
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  board of  directors,  but if less  than  such

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majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time.  Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 5 of this Article III.

         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 a  greater  number is  prescribed  by these  Bylaws,  the
Corporation's  Articles  of  Incorporation,  or  general  laws of the  State  of
Maryland.

         SECTION 8. Action Without a Meeting.  Any action  required or permitted
to be taken by the  board of  directors  at a  meeting  may be taken  without  a
meeting if a consent in writing, setting forth the action so taken, is signed by
all of the directors and filed with the minutes of  proceedings  of the board of
directors.

         SECTION 9. Resignation.  Any director may resign at any time by sending
a  written  notice of such  resignation  to the home  office of the  Corporation
addressed  to the chairman of the board or the  president  of the board.  Unless
otherwise  specified  therein  such  resignation  shall take effect upon receipt
thereof  by the  chairman  of  the  board  or the  president.  More  than  three
consecutive  absences from regular  meetings of the board of  directors,  unless
excused by resolution of the board of directors,  shall automatically constitute
a  resignation,  effective  when such  resignation  is  accepted by the board of
directors.

         SECTION 10. Vacancies.  Any vacancy occurring in the board of directors
shall be filled in accordance with the provisions of the Corporation's  Articles
of  Incorporation.  The term of such director  shall be in  accordance  with the
provisions of the Corporation's Articles of Incorporation.

         SECTION 11.  Removal of Directors.  Any director or the entire board of
directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's Articles of Incorporation.

         SECTION  12.  Compensation.  Directors,  as such,  may receive a stated
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and  reasonable  expenses of  attendance,  if any, may be allowed for
actual  attendance at each regular or special meeting of the board of directors.
Members  of  either   standing  or  special   committees  may  be  allowed  such
compensation  for  actual  attendance  at  committee  meetings  as the  board of
directors  may  determine.  Nothing  herein  shall be  construed to preclude any
director  from  serving the  Corporation  in any other  capacity  and  receiving
remuneration therefor.

         SECTION 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 or  abstention  shall be entered in the  minutes of the  meeting or
unless he shall file his 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 certified  mail,  return receipt  requested,  bearing a postmark
from the United States Postal  Service,  to the secretary of the meeting  within
twenty-four  hours after the  adjournment of the meeting.  Such right to dissent
shall not  apply to a  director  who voted in favor of such  action or failed to
make his dissent known at the meeting.

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                                   ARTICLE IV

                         Executive And Other Committees


         SECTION 1. Appointment.  The board of directors,  by resolution adopted
by a majority of the full board,  may designate the chief executive  officer and
two or more of the other  directors to  constitute an executive  committee.  The
designation  of any committee  pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors,  or any director,
of any responsibility imposed by law or regulation.

         SECTION  2.  Authority.  The  executive  committee,  when the  board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors  except to the extent,  if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the  executive  committee  shall  not have the  authority  of the  board of
directors with reference to: the  declaration of dividends or  distributions  on
stock;  the  amendment  of the bylaws of the  Corporation;  recommending  to the
stockholders  any action which  requires  stockholder  approval;  approving  any
merger or share exchange  which does not require  stockholder  approval;  or the
approval  of a  transaction  in which  any  member of the  executive  committee,
directly or indirectly, has any material beneficial interest.

         SECTION  3.  Tenure.  Subject  to the  provisions  of Section 8 of this
Article IV, each member of the executive  committee  shall hold office until the
next  regular  annual  meeting of the board of  directors  following  his or her
designation  and until a successor is  designated  as a member of the  executive
committee.

         SECTION 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive  committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member  thereof upon not less than one day's notice stating the
place,  date, and hour of the meeting,  which notice may be written or oral. Any
member of the executive  committee may waive notice of any meeting and no notice
of any meeting  need be given to any member  thereof who attends in person.  The
notice of a  meeting  of the  executive  committee  need not state the  business
proposed to be transacted at the meeting.

         SECTION 5. Quorum. A majority of the members of the executive committee
shall  constitute  a quorum  for the  transaction  of  business  at any  meeting
thereof,  and  action  of the  executive  committee  must be  authorized  by the
affirmative  vote of a majority of the  members  present at a meeting at which a
quorum is present.

         SECTION 6. Action Without a Meeting.  Any action  required or permitted
to be taken by the  executive  committee  at a  meeting  may be taken  without a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the members of the executive committee.

         SECTION 7.  Vacancies.  Any vacancy in the  executive  committee may be
filled by a resolution adopted by a majority of the full board of directors.

         SECTION  8.  Resignations  and  Removal.  Any  member of the  executive
committee may be removed at any time with or without cause by resolution adopted
by a  majority  of the full  board of  directors.  Any  member of the  executive
committee may resign from the executive  committee at any time by giving written
notice to the  president  or  secretary  of the  Corporation.  Unless  otherwise
specified,  such resignation shall take effect upon its receipt;  the acceptance
of such resignation shall not be necessary to make it effective.


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         SECTION 9. Procedure.  The executive  committee shall elect a presiding
officer from its members and may fix its own rules of procedure  which shall not
be  inconsistent  with  these  bylaws.  It shall  keep  regular  minutes  of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.

         SECTION 10. Other Committees.  The board of directors may by resolution
establish an audit,  loan, or other committee  composed of two or more directors
as they may  determine  to be necessary  or  appropriate  for the conduct of the
business of the  Corporation  and may  prescribe the duties,  constitution,  and
procedures thereof.

                                    ARTICLE V

                                    Officers

         SECTION  1.  Positions.  The  officers  of the  Corporation  shall be a
president,  one or more vice  presidents,  a secretary and a treasurer,  each of
whom shall be elected by the board of directors. The board of directors may also
designate the chairman of the board as an officer.  The  president  shall be the
chief executive officer,  unless the board of directors  designates the chairman
of the board as chief  executive  officer.  The president shall be a director of
the  Corporation.  The offices of the secretary and treasurer may be held by the
same  person  and a vice  president  may also be  either  the  secretary  or the
treasurer.  The board of directors may designate one or more vice  presidents as
executive  vice president or senior vice  president.  The board of directors may
also elect or authorize the  appointment  of such other officers as the business
of the  Corporation  may require.  The officers  shall have such  authority  and
perform such duties as the board of directors may from time to time authorize or
determine.  In the  absence of action by the board of  directors,  the  officers
shall  have such  powers  and duties as  generally  pertain to their  respective
offices.

         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 the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

         SECTION  3.  Removal.  Any  officer  may be  removed  by the  board  of
directors 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.

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

         SECTION 5.  Remuneration.  The  remuneration  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 is also a
director of the Corporation.

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                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

         SECTION 1.  Contracts.  To the extent  permitted by applicable law, and
except as otherwise prescribed by the Corporation's Articles of Incorporation or
these Bylaws with respect to certificates for shares, the board of directors may
authorize any officer,  employee,  or agent of the Corporation to enter into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the  Corporation.  Such  authority  may  be  general  or  confined  to  specific
instances.

         SECTION 2. Loans. No indebtedness  shall be contracted on behalf of the
Corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by 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 one or more officers,  employees or
agents  of the  Corporation  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 any of its duly authorized depositories as the board of directors may select.

                                   ARTICLE VII

                   Certificates for Shares and Their Transfer

         SECTION 1. Certificates for Shares. The shares of the Corporation shall
be represented by certificates  signed by the chairman of the board of directors
or by the  president or a vice  president  and by the  treasurer or an assistant
treasurer or by the secretary or an assistant secretary of the Corporation,  and
may be sealed with the seal of the  Corporation or a facsimile  thereof.  Any or
all of the signatures upon a certificate may 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.  If any officer who has
signed or whose facsimile  signature has been placed upon such certificate shall
have  ceased to be such  officer  before the  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.

         SECTION 2. Form of Share  Certificates.  All certificates  representing
shares issued by the Corporation  shall set forth upon the face or back that the
Corporation  will furnish to any  stockholder  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,  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.

         Each certificate representing shares shall state upon the face thereof:
the name of the Corporation; that the Corporation is organized under the laws of
the State of  Maryland;  the name of the person to whom  issued;  the number and
class of shares; the date of issue; 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. Other matters
in regard to the form of the  certificates  shall be  determined by the board of
directors.

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         SECTION 3. Payment for Shares.  No certificate  shall be issued for any
shares until the agreed upon consideration for such shares is fully paid.

         SECTION  4. Form of  Payment  for  Shares.  The  consideration  for the
issuance  of  shares  shall be paid in  accordance  with the  provisions  of the
Corporation's Articles of Incorporation.

         SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of
the Corporation  shall be made only on its stock transfer  books.  Authority for
such  transfer  shall be given  only by the  holder of record  thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney  thereunto  authorized by power of attorney duly executed and filed
with  the  Corporation.  Such  transfer  shall  be made  only on  surrender  for
cancellation of the certificate for such shares. The person in whose name shares
of capital  stock stand on the books of the  Corporation  shall be deemed by the
Corporation to be the owner thereof for all purposes.

         SECTION 6. Stock Ledger.  The stock ledger of the Corporation  shall be
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger,  the list  required  by Section 7 of  Article II of these  Bylaws or the
books of the  Corporation,  or to vote in person or by proxy at any  meeting  of
stockholders.

         SECTION 7. 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 his legal representative, 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 8.  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 shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                                  ARTICLE VIII

                            Fiscal Year; Annual Audit

         The  fiscal  year  of the  Corporation  shall  end on the  31st  day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent  public  accountants  appointed by and
responsible to the board of directors.

                                   ARTICLE IX

                                    Dividends

         Subject  to  the   provisions   of  the   Corporation's   Articles   of
Incorporation  and applicable law, the board of directors may, at any regular or
special meeting,  declare  dividends on the  Corporation's  outstanding  capital
stock.  Dividends may be paid in cash, in property or in the  Corporation's  own
stock.

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                                    ARTICLE X

                                 Corporate Seal

         The  corporate  seal of the  Corporation  shall be in such  form as the
board of directors shall prescribe.

                                   ARTICLE XI

                                   Amendments

         In accordance with the Corporation's  Articles of Incorporation,  these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation  only by vote of not less  than  80% of the  outstanding  shares  of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (considered  for this  purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
repeal,  alteration,  amendment or  rescission is included in the notice of such
meeting).  In  addition,  the board of  directors  may repeal,  alter,  amend or
rescind  these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.

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