Effective as of 6/22/04

                                DCAP GROUP, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

     Section 1. The principal office of the corporation in the State of Delaware
shall be in the City of Wilmington, County of New Castle.

     Section 2. The  corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. All meetings of the stockholders  shall be held at such time and
place  as may be  fixed  from  time to time by the  board  of  directors  of the
corporation.

     Section 2. Annual meetings of  stockholders  shall be held for the election
of directors of the corporation.  At such annual meeting, the stockholders shall
elect a board of  directors  by a plurality  vote (as  provided in Section 10 of
this  Article  II), and shall  transact  such other  business as may properly be
brought before the meeting.  To be properly  brought  before an annual  meeting,
business  must be (a)  specified  in the  notice of meeting  (or any  supplement
thereto) given by, at the direction of or upon authority granted by the board of
directors,  (b) otherwise  brought before the meeting by, at the direction of or
upon authority  granted by the board of directors,  or (c) subject to Section 12
hereof,  otherwise  properly  brought before the meeting by a  stockholder.  For
business to be properly  brought before an annual meeting by a stockholder,  the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation.  To be timely,  a stockholder's  notice must be received at the
principal  executive  offices of the  corporation not less than 60 days nor more
than 90 days prior to the date which is one year from the date of the mailing of
the  corporation's  Proxy  Statement  for the prior  year's  annual  meeting  of
stockholders.  If during the prior year the  corporation  did not hold an annual
meeting, or if the date of the meeting for which a stockholder intends to submit
a proposal  has  changed  more than 30 days from the date of the  meeting in the
prior  year,  then such notice  must be  received a  reasonable  time before the
corporation mails the Proxy Statement for the current year.

     A  stockholder's  notice to the secretary  must set forth as to each matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (a) a brief
description of the business desired to be



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brought before the annual meeting,  and the reasons for conducting such business
at the  annual  meeting,  (b)  the  name  and  address,  as they  appear  on the
corporation's books, of the stockholder  proposing such business,  (c) the class
and  number of shares of the  corporation  which are  beneficially  owned by the
stockholder,  and (d) any material interest of the stockholder in such business.
Notwithstanding  anything in the By-Laws to the contrary, but subject to Section
12  hereof,  no  business  shall be  conducted  at an annual  meeting  except in
accordance  with the  procedures set forth in this Section 2. The chairman of an
annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions  of this  Section  2, and,  if he should  so  determine,  he shall so
declare to the meeting,  and any such business not properly  brought  before the
meeting shall not be transacted.

     Section  3.  Written  notice of the annual  meeting  shall be given to each
stockholder  entitled to vote thereat not less than ten nor more than sixty days
before the date of the meeting.

     Section  4.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall prepare and make, at least ten days before every  election of
directors,  a  complete  list  of the  stockholders  entitled  to  vote  at said
election,  arranged  in  alphabetical  order,  showing the address and number of
shares  registered in the name of each  stockholder.  Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the  election,  either at a place within the city,
town or  village  where  the  election  is to be held and which  place  shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held,  and the list shall be produced and kept at the time
and place of  election  during  the  whole  time  thereof,  and  subject  to the
inspection of any stockholder who may be present.

     Section  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  shall be  called  by the  secretary  of the  corporation  at the
request in writing of a majority of the entire board of directors.  Such request
shall state the purpose or purposes of the proposed meeting.

     Section 6. Written notice of a special meeting of stockholders, stating the
time, place and purposes thereof, shall be given to each stockholder entitled to
vote  thereat,  not less ten nor more than sixty days  before the date fixed for
the meeting.

     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 8. The  holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present or represented. In addition,

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whether  or not a quorum  is then  present,  the  Chairman  of the  Board of the
corporation  shall  have the power and  authority  to  adjourn  any  meeting  of
stockholders  at any time prior to or during such meeting for any reason without
notice other than announcement at the meeting.  At any 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.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or  represented
by proxy shall  decide any  question  brought  before such  meeting,  unless the
question is one upon which,  by express  provision of a statute,  the by-laws or
the  certificate  of  incorporation,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 10. Except as provided in the  certificate of  incorporation,  each
stockholder  shall at every meeting of the  stockholders be entitled to one vote
in person or by proxy for each share of the capital  stock  having  voting power
held by such stockholder,  but no proxy shall be voted on after three years from
its date,  unless the proxy  provides for a longer  period.  At all elections of
directors of the  corporation,  each  stockholder  having  voting power shall be
entitled  to  exercise  the  right  of  cumulative  voting  as  provided  in the
certificate of incorporation.

     Section  11.  Whenever  the vote of  stockholders  at a meeting  thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of  incorporation,  the meeting
and vote of  stockholders  may be dispensed  with, if all the  stockholders  who
would have been entitled to vote upon the action if such meeting were held shall
consent in writing to such  corporate  action being taken unless such action has
been  authorized  by the board of  directors,  in which event such action may be
taken by the  written  consent of the holders of not less than a majority of the
shares of capital stock entitled to vote upon such action.

     Section  12.  Only  persons  who  are  nominated  in  accordance  with  the
procedures  set forth in this  Section 12 shall be  qualified  for  election  as
directors.  Nominations of persons for election to the board of directors of the
corporation  may be made at a meeting of  stockholders by or at the direction of
the board of directors or by any stockholder of the corporation entitled to vote
for the election of directors  at the meeting who complies  with the  procedures
set forth in this  Section  12. In order for persons  nominated  to the board of
directors,  other than those  persons  nominated  by or at the  direction of the
board of  directors,  to be qualified to serve on the board of  directors,  such
nomination  shall be made  pursuant to timely notice in writing to the secretary
of the corporation. To be timely, a stockholder's notice must be received at the
principal  executive  offices of the  corporation not less than 60 days nor more
than 90 days prior to the meeting;  provided,  however,  that, in the event that
less than 70 days'  notice of the date of the  meeting is given to  stockholders
and public  disclosure  of the meeting  date,  pursuant to a press  release,  is
either not made or is made less than 70 days  prior to the  meeting  date,  then
notice by the  stockholder  to be timely must be so received  not later than the
close of business on the tenth day following the earlier of (a) the day on which
such notice of the date of the meeting was mailed to stockholders or (b) the day
on which such public disclosure was made.

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     A  stockholder's  notice  to the  secretary  must set  forth (a) as to each
person whom the stockholder  proposes to nominate for election or re-election as
a director (i) the name,  age,  business  address and residence  address of such
person,  (ii) the principal  occupation or employment of such person,  (iii) the
class and number of shares of the corporation  which are  beneficially  owned by
such  person and (iv) any other  information  relating  to such  person  that is
required to be disclosed in  solicitation  of proxies for election of directors,
or is otherwise  required,  in each case pursuant to Regulation 14A  promulgated
under  the  Securities  Exchange  Act of  1934,  as  amended  from  time to time
(including,  without limitation, such documentation as is required by Regulation
14A to  confirm  that such  person is a bona  fide  nominee);  and (b) as to the
stockholder  giving the notice (i) the name and  address,  as they appear on the
corporation's books, of such stockholder and (ii) the class and number of shares
of the corporation  which are  beneficially  owned by such  stockholder.  At the
request  of the  board  of  directors,  any  person  nominated  by the  board of
directors  for  election as a director  shall  furnish to the  secretary  of the
corporation that information  required to be set forth in a stockholder's notice
of nomination  which  pertains to the nominee.  No person shall be qualified for
election as a director of the  corporation  unless  nominated in accordance with
the  procedures set forth in this Section 12. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance  with  procedures  prescribed by the By-Laws,  and, if he
should so  determine,  he shall so declare  to the  meeting,  and the  defective
nomination shall be disregarded.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors  which shall  constitute the whole board
shall be fixed from time to time by the board of directors  of the  corporation.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 2 of this Article,  and each director  elected shall hold
office  until his  successor  is elected and  qualified.  Directors  need not be
stockholders.

     In the  event a  director  shall  fail to  attend,  either  in person or by
conference telephone,  at least two-thirds (2/3) of all meetings of the board of
directors of the corporation during any completed calendar year (commencing with
the year 2003),  then,  effective with January 1 of the following year, he shall
thereupon  be  deemed  to have  resigned  as a  director  unless  the  board  of
directors,  by vote of a majority of the remaining  directors,  shall  determine
that all excess absences were excusable.

     Section 2.  Vacancies and newly created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors  then in office,  though less than a quorum,  and the directors so
chosen  shall  hold  office  until the next  annual  election  and  until  their
successors are duly elected and shall qualify, unless sooner displaced.

     Section 3. The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by

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statute or by the certificate of  incorporation  or by these by-laws directed or
required to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected board of directors shall
be held immediately following the close of the annual meeting of stockholders at
the place of the holding of said annual  meeting.  No notice of any such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting,  provided a quorum  shall be present.  In the event such meeting is
not held at such time and place,  the meeting may be held at such time and place
as shall be  specified  in a notice  given as  hereinafter  provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

     Section 6. Regular  meetings of the board of directors  may be held without
notice at such time and at such place as shall  from time to time be  determined
by the board.

     Section 7. Special  meetings of the board of directors may be called by the
chairman of the board or the president on one (1) day's notice to each director,
either personally,  by overnight mail, by telegram,  by e-mail, by telecopier or
by telephone.  For purposes  hereof,  one (1) day's notice shall be satisfied by
the delivery of such notice as shall result in the director  receiving notice by
5:00 p.m., New York City time, on the day immediately  preceding the date of the
meeting (provided that the time of the meeting is no earlier than 8:00 a.m., New
York City time).

     Section 8. At all meetings of the board, a majority of the directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors;  provided,  however, that, in the event the number of
directors  in office is less than  four,  any action to be taken by the Board of
Directors  shall require the  affirmative  vote of all of the directors  then in
office,  except as may be otherwise  specifically  provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 9. Unless otherwise  restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if prior to such  action a written  consent  thereto  is signed by all
members of the board or such  committee,  as the case may be,  and such  written
consent is filed with the minutes of proceedings of the board or committee.



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                             COMMITTEES OF DIRECTORS

     Section 10. The board of directors,  by resolution adopted by a majority of
the entire board,  may designate  from among its members an executive  committee
and other committees,  which committees shall serve at the pleasure of the board
of directors.  The board of directors  may  designate  one or more  directors as
alternate  members of any such  committee,  who may replace any absent member or
members of such committee.  The board of directors,  by resolution  adopted by a
majority of the entire board,  may remove a member of any such committee with or
without  cause.  To the extent  provided  in said  resolution  and to the extent
permitted by the laws of the State of Delaware,  each such committee  shall have
and may exercise the powers of the board of directors.

     Section 11. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     Section 12. The directors may be paid their expenses, if any, of attendance
at each  meeting  of the  board  of  directors  and may be paid a fixed  sum for
attendance  at each meeting of the board of  directors  and such salary or other
compensation  as directors,  as the board by resolution may  determine.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and  receiving  compensation  therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

     Section 1. Notices to directors and stockholders shall be sent as permitted
by applicable law and these by-laws.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of  incorporation  or of these by-laws,  a
waiver  thereof in  writing,  signed by the person or persons  entitled  to said
notice,  whether  before  or  after  the time  stated  herein,  shall be  deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation  shall be chosen by the board of
directors and shall be a chairman of the board,  a president,  a secretary and a
treasurer.  The board of directors may also choose one or more  vice-presidents,
assistant secretaries and assistant treasurers.  Two or more offices may be held
by the same person.

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     Section 2. The board of  directors,  at its first meeting after each annual
meeting of  stockholders,  shall choose a chairman of the board, a president,  a
secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of  directors  may  appoint  such other  officers  and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.

     Section 4. The salaries of all officers of the  corporation  shall be fixed
by the board of directors.

     Section 5. The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the  entire  board of  directors.  Any  vacancy  occurring  in any office of the
corporation shall be filled by the board of directors.

                              CHAIRMAN OF THE BOARD

     Section  6. The  chairman  of the board of  directors  shall  have  general
supervision  and control  over the finances of the  corporation,  subject to the
control of the board of directors; shall preside at all meetings of the board of
directors  and  stockholders;  shall  be  ex-officio  a member  of all  standing
committees;  and shall  perform  such  other  duties as from time to time may be
assigned to him by the board of directors.

                                    PRESIDENT

     Section 7. The president  shall have general  supervision  and control over
the  day-to-day  business  and  management  of the  corporation,  subject to the
control of the board of directors, and shall see that all orders and resolutions
of the board are carried into effect.

                                 VICE-PRESIDENTS

     Section  8. The  vice-president,  or if there  shall be more than one,  the
vice-presidents in the order determined by the board of directors, shall, in the
absence or  disability  of the  president,  perform the duties and  exercise the
powers of the  president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                       SECRETARY AND ASSISTANT SECRETARIES

     Section  9.  The  secretary  shall  attend  all  meetings  of the  board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the

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stockholders and special  meetings of the board of directors,  and shall perform
such other duties as may be prescribed  by the board of  directors,  under whose
supervision  he  shall  be.  He  shall  keep in  safe  custody  the  seal of the
corporation  and, when  authorized by the board of directors,  affix the same to
any  instrument  requiring it and, when so affixed,  it shall be attested by his
signature or by the signature of an assistant secretary.

     Section  10. The  assistant  secretary,  or if there be more than one,  the
assistant secretaries in the order determined by the board of directors,  shall,
in the absence or disability of the  secretary,  perform the duties and exercise
the powers of the  secretary  and shall  perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                       TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements  in books and belongings to the  corporation and shall deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
corporation in such depositories as may be designated by the board of directors.

     Section  12.  He shall  disburse  the  funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
corporation.

     Section  13. If  required  by the  board of  directors,  he shall  give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     Section 14. The  assistant  treasurer,  or if there shall be more than one,
the  assistant  treasurers  in the order  determined  by the board of directors,
shall,  in the absence or  disability of the  treasurer,  perform the duties and
exercise  the powers of the  treasurer  and shall  perform such other duties and
have  such  other  powers  as the  board  of  directors  may  form  time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATE OF STOCK

     Section 1. Every  holder of stock in the  corporation  shall be entitled to
have a  certificate,  signed  by,  or in the  name of the  corporation  by,  the
chairman of the board,  the president or a vice-  president and by the treasurer
or an assistant  treasurer,  or the  secretary or an assistant  secretary of the
corporation, certifying the number of shares owned by him in the corporation.

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     Section 2.  Where a  certificate  is signed  (a) by a transfer  agent or an
assistant  transfer  agent or (b) by a  transfer  clerk  acting on behalf of the
corporation  and a registrar,  the  signature of any such chairman of the board,
president,   vice-president,   treasurer,   assistant  treasurer,  secretary  or
assistant  secretary may be facsimile.  In case any officer or officers who have
signed,  or whose facsimile  signature or signatures have been used on, any such
certificate  or  certificates  shall cease to be such officer or officers of the
corporation,  whether  because of death,  resignation or otherwise,  before such
certificate  or  certificates  have  been  delivered  by the  corporation,  such
certificate or certificates  may  nevertheless be adopted by the corporation and
be issued  and  delivered  as though  the  person or  persons  who  signed  such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

                                LOST CERTIFICATES

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged to have been lost or destroyed,
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate of stock to be lost or destroyed.  When  authorizing such issue of a
new certificate or  certificates,  the board of directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same in such  manner  as it  shall  require  and/or  to give the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

                               TRANSFERS OF STOCK

     Section 4. Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

     Section 5. The board of directors may close the stock transfer books of the
corporation  for a period not  exceeding  fifty days  preceding  the date of any
meeting of  stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not  exceeding  fifty days
in connection  with obtaining the consent of  stockholders  for any purpose.  In
lieu of closing the stock  transfer  books as aforesaid,  the board of directors
may fix in advance a date, which date shall not be more than sixty nor less than
ten days preceding the date of any meeting of stockholders,  or the date for the
payment of any dividend,  or the date for the  allotment of rights,  or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection  with obtaining  such consent,  as a record date for the
determination  of the  stockholders  entitled  to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such

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dividend,  or to any such  allotment  of rights,  or to  exercise  the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent,  and in such case such  stockholders and only such stockholders as
shall be  stockholders  of record on the date so fixed shall be entitled to such
notice of, and to vote at,  such  meeting  and any  adjournment  thereof,  or to
receive payment of such dividend,  or to receive such allotment of rights, or to
exercise  such  rights,   or  to  give  such  consent,   as  the  case  may  be,
notwithstanding  any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

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

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation,  subject to
the provisions of the certificate of  incorporation,  if any, may be declared by
the board of  directors  at any  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.

     Section 2. 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.

                                ANNUAL STATEMENT

     Section 3. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

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                                     CHECKS

     Section  4. All  checks  or demand  for money and notes of the  corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 5. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 6. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

     Section 7. The  corporation  shall to the full extent  permitted by Section
145 of the  Delaware  General  Corporation  Law,  as amended  from time to time,
indemnify   all  persons   whom  it  may   indemnify   pursuant   thereto.   The
indemnifications  authorized  hereby shall not be deemed  exclusive of any other
rights to which those seeking  indemnification  may be entitled under or through
any agreement,  vote of  stockholders or  disinterested  directors or otherwise,
both as to action in the official capacity of those seeking  indemnification 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
persons.  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 is or was serving at the request of another corporation,  partnership,  joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of Section 145.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These  by-laws  may be altered or  repealed  (a) at any  regular
meeting of the  stockholders  or of the board of  directors,  (b) at any special
meeting  of the  stockholders  or of the  board of  directors  if notice of such
alteration  or repeal be contained in the notice of such special  meeting or (c)
by unanimous written consent of the stockholders or board of directors.


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