EXHIBIT 3(ii)

                                   AS AMENDED
                                  MAY 11, 1999

                                    BY-LAWS

                                       OF

                          CREDITRISKMONITOR.COM, INC.
                     (formerly New Generation Foods, Inc.)

                                  SHAREHOLDERS

      1. Annual  Meeting.  Unless the Board of Directors or the President of the
corporation selects a different time or date, the annual meeting of shareholders
shall be held at 11:00 a.m.  on the first  Tuesday of the fifth  calendar  month
following the end of the corporation's  fiscal year. The annual meeting shall be
for the  purpose of electing a Board of  Directors  and  transacting  such other
business as may properly be brought before the meeting.

      2. Special Meeting.  Special meetings of shareholders may be called at any
time by the Board of Directors,  the Chairman of the Board, the President or the
holders of shares  entitled to cast not less than  one-tenth of the votes at the
meeting.

      3.  Place.  Meetings  of  shareholders  shall  be  held  at the  principal
executive  office of the  corporation  or at any other place,  within or without
Nevada, which is designated by the Board of Directors or the President.

      4. Notice.

            a. Annual and Special Meetings.  A written notice of each meeting of
shareholders shall be given not more than 60 days and, except as provided below,
not less than 10 days before the meeting to each shareholder entitled to vote at
the meeting. The notice shall state the place, date and hour of the meeting and,
if  directors  are to be  elected  at the  meeting,  the  names of the  nominees
intended to be presented by management for election. The notice shall also state
(i) in the case of an annual meeting,  those matter which the Board of Directors
intends to present  for  action by the  shareholders,  and (ii) in the case of a
special meeting, the general nature of the business to be transacted and that no
other business may be transacted.  Notice shall be delivered personally, by mail
or other means addressed to the  shareholder at the address of such  shareholder
appearing on the books of the corporation,  the address given by the shareholder
to the  corporation  for the purpose of notice or as otherwise  provided by law.
Upon written request to the Chairman of the Board, the President,  the Secretary
or any Vice  President  of the  corporation  by any person (but not the Board of
Directors) entitled to call a special meeting of shareholder, the person

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receiving  such  request  shall  cause a notice to be given to the  shareholders
entitled to vote that a meeting  will be held at a time  requested by the person
calling the meeting not less than 10 nor more than 60 days after  receipt of the
request.

            b. Adjourned  Meetings.  Notice of an adjourned  meeting need not be
given if (i) the  meeting is  adjourned  for 45 days or less,  (ii) the time and
place of the  adjourned  meeting  are  announced  at the  meeting  at which  the
adjournment  is taken and (iii) no new  record  date is fixed for the  adjourned
meeting.  Otherwise,  notice of the  adjourned  meeting shall be given as in the
case of an original meeting.

      5. Record Date. The Board of Director may fix in advance a record date for
the  determination  of the  shareholders  entitled to notice of any meeting,  to
vote, to receive any dividend or other distribution or allotment of rights or to
exercise any rights.  The record date shall be not more than 60 nor less than 10
days prior to the date of the  meeting nor more than 60 days prior to such other
action.  Except as  otherwise  provided by law,  when a record date is so fixed,
only  shareholders  on the record date are  entitled  to notice and to vote,  to
receive the dividend, distribution or allotment of rights or to exercise rights,
as the case may be,  notwithstanding  any transfer of shares on the books of the
corporation  occurring  after the record date.  Except as otherwise  provided by
law,  the  corporation  shall be  entitled  to treat the holder of record of any
shares as the holder in fact of such shares 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 an express or other
notice of such claim or interest.  A  determination  of  shareholders  of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment  of the  meeting  unless the Board of  Directors  fixes a new record
date.  The Board of  Directors  shall  fix a new  record  date if the  adjourned
meeting  takes  place  more  than 45 days  after  the date set for the  original
meeting.

      6.  Meeting  Without  Regular  Call and Notice.  The  transactions  of any
meeting of  shareholders,  however  called and noticed and wherever held, are as
valid as though had at a meeting  duly held after  regular  call and notice if a
quorum is  present  in person  or by proxy  and if,  either  before or after the
meeting,  each of the persons entitled to vote who is not present at the meeting
in person or by proxy signs a written waiver of notice, a consent to the holding
of the meeting or an approval of the minutes of the meeting.  For such purposes,
a shareholder shall not be considered  present at a meeting if, at the beginning
of the  meeting,  the  shareholder  objects to the  transaction  of any business
because the meeting was no properly  called or convened  or, with respect to the
consideration  of a matter required to be included in the notice for the meeting
which as no so included, the shareholder expressly objects to such consideration
at the meeting.

      7. Quorum and Required  Vote.  A majority of the shares  entitled to vote,
represented in person or by proxy,  constitutes a quorum for the  transaction of
business.  No business may be transacted at a meeting in the absence of a quorum
other than the adjournment of the meeting,

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except that if a quorum is present at the commencement of the meeting, business
may be transacted until the meeting is adjourned even though the withdrawal of
shareholders results in less than a quorum. If a quorum is present at a meeting,
the affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on any matter shall be the act of the shareholders unless the
vote of a larger number is required by law or the Articles of Incorporation. If
a quorum is present at the commencement of a meeting but the withdrawal of
shareholders results in less than a quorum, the affirmative vote of a majority
of shares required to constitute a quorum shall be the act of the shareholders
unless the vote of a larger number is required by law or the Articles of
Incorporation. Any meeting of shareholders, whether or not a quorum is present,
may be adjourned by the vote of a majority of the shares represented at the
meeting.

      8.  Proxies.   A  shareholder   may  be  represented  at  any  meeting  of
shareholders by a written proxy signed by the person entitled to vote or by such
person's  duly  authorized  attorney-in-fact.  A proxy must bear a date within 6
months prior to the meeting,  unless the proxy  specifies a different  length of
time. A revocable  proxy is revoked by a writing  delivered to the  Secretary of
the  corporation  stating  that the proxy is  revoked or by a  subsequent  proxy
executed by, or by attendance at the meeting and voting in person by, the person
executing the proxy.

      9.  Voting.  Except as  provided  below or as  otherwise  provided  by the
Articles of Incorporation or by law, a shareholder shall be entitled to one vote
for each share held of record on the record date fixed for the  determination of
the  shareholders  entitled  to vote  or,  if no such  date is  fixed,  the date
determined in accordance with law. Upon the demand of any shareholder  made at a
meeting before the voting begins, the election of directors shall be by ballot.

      10. Election Inspectors. One or three election inspectors may be appointed
by the Board of  Directors  in advance of a meeting  of  shareholders  or at the
meeting by the chairman of the meeting.  If not previously  chosen, one or three
inspectors  shall be appointed at the request of a shareholder  or  proxyholder,
the majority of shares represented in person or by proxy shall determine whether
one or three inspectors shall be chosen. The election inspectors shall determine
all questions  concerning the existence of a quorum and the right to vote, shall
tabulate  and  determine  the  results  of voting  and  shall do all other  acts
necessary or helpful to the  expeditious  and impartial  conduct of the vote. If
there are three  inspectors,  the decision,  act or certificate of a majority of
the inspectors is effective as if made by all.

      11. Action Without Meeting. Except as provided below or by the Articles of
Incorporation, any action, except election of directors, which may be taken at a
meeting of  shareholders  may be taken without a meting and without prior notice
of a consent  in  writing  setting  forth  the  action so taken is signed by the
holders of  outstanding  shares having not less than the minimum number of votes
which would be  necessary to authorize or take such action at a meeting at which
all shares entitled to vote on such action were present and voted. Unless

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the consent of all shareholders entitled to vote have been solicited in writing,
the corporation shall give to those  shareholders  entitled to vote who have not
consented in writing a written notice given promptly of the taking of any action
approved by shareholders without a meeting.

      12.  Lost  Stock  Certificates.  The  corporation  may  cause a new  stock
certificate to be issued in place of any  certificate  previously  issued by the
corporation alleged to have been lost, stolen or destroyed. The corporation may,
at its  discretion and as a condition  precedent to such  issuance,  require the
owner of such certificate to deliver an affidavit  stating that such certificate
was  lost,  stolen  or  destroyed  or to give  the  corporation  a bond or other
security  sufficient  to indemnify it against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft or
destruction or the issuance of a new certificate.

                               BOARD OF DIRECTORS

      13. Number.  The authorized  number of directors of this corporation shall
be not less  than  four nor more than six until  such  number is  changed  by an
amendment to these  By-Laws.  The exact  number of  directors  shall be fixed by
resolution of the Board of Directors.

      14. Powers.  Subject to the limitations imposed by law or contained in the
Articles of Incorporation,  the business and affairs of the corporation shall be
managed and all  corporate  powers  shall be  exercised by or under the ultimate
direction of the Board of Directors.

      15.  Election,  Term of Offices and  Vacancies.  At each annual meeting of
shareholders,  directors  shall be elected to hold office  until the next annual
meeting.  Each director,  including a director elected to fill a vacancy,  shall
hold office until the  expiration of the term for which the director was elected
and until a  successor  has been  elected.  The Board of  Directors  may declare
vacant the office of any director who has been declared to be of unsound mind by
court order or  convicted of a felony.  Vacancies on the Board of Directors  not
caused by removal may be filled by a majority of the  directors  then in office,
regardless of whether they constitute a quorum, or by a sole remaining director.
The  shareholders  may  elect a  director  at any time to fill any  vacancy  not
filled, or which cannot be filled, by the Board of Directors.

      16.  Removal.  Any or all of the directors may be removed without cause if
such removal is approved by the affirmative  vote or written consent of not less
than two-thirds of the outstanding shares entitled to vote.

      17. Resignation.  Any director may resign by giving notice to the Chairman
of the Board,  the  President,  the  Secretary  or the Board of  Directors.  The
resignation  of a director  shall be  effective  when given  unless the director
specifies a later time. The resignation shall be effective regardless of whether
it is accepted by the corporation.

      18.  Compensation.  If the Board of Directors so resolves,  the directors,
including the Chairman of the Board, shall receive

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compensation and expenses of attendance for meetings of the Board of Directors
and of committees of the Board. Nothing herein shall preclude any director from
serving the corporation in another capacity and receiving compensation for such
service.

      19.  Committees.  The Board of Directors  may, by resolution  adopted by a
majority  of  the  authorized  number  of  directors,   designate  one  or  more
committees,  each consisting of two or more directors,  to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate members
of a  committee  who  may  replace  any  absent  member  at any  meeting  of the
committee.  To the extent permitted by the resolution of the Board of Directors,
a committee may exercise all of the authority of the Board except:

            a. the  approval  of any  action  which,  under the  Nevada  General
Corporation  Law, must be approved by the outstanding  shares or approved by the
shareholders;

            b. the filling of vacancies on the board or any committee;

            c. the fixing of  compensation  of the  directors for serving on the
Board or any committee;

            d. the adoption, amendment or repeal of By-Laws;

            e. the  amendment or repeal of any  resolution of the board which by
its express terms is not so amendable or repealable;

            f. a distribution to the shareholders of the corporation,  except at
a rate,  in a periodic  amount or within a price range  determined by the Board;
and

            g. the  appointment  of any  other  committees  of the  Board or the
members of such committees.

      20.  Inspection  of Records and  Properties.  Each director may insect all
books,  records,  documents and physical  properties of the  corporation and its
subsidiaries at any reasonable time.  Inspections may be conducted either by the
director or the director's agent or attorney.  The right of inspection  includes
the right to copy and make extracts.

      21. Time and Place of Meetings.  Unless the Board of Directors  determines
otherwise,  the Board shall hold a regular  meeting  during each  quarter of the
corporation's  fiscal  year.  One such  meeting  shall  take  place  immediately
following the annual meeting of shareholders. All meetings of directors shall be
held at the  principal  executive  office of the  corporation  or at such  other
place,  within or without  Nevada,  as shall be  designated in the notice of the
meeting or in a resolution of the Board of Directors.

      22. Call. Meetings of the Board of Directors,  whether regular or special,
may be called by the Chairman of the Board,  the President,  the Secretary,  any
Vice President or any two directors.

<PAGE>

      23. Notice.  Regular meeting of the Board of Directors may be held without
notice  if the time of such  meetings  has  been  fixed  by the  Board.  Special
meetings  shall be held upon  four  days'  notice  by mail or 48  hours'  notice
delivered personally or by telephone or telegraph, and regular meetings shall be
held upon  similar  notice if notice is required  for such  meetings.  Neither a
notice nor a waiver of notice must specify the purpose of any regular or special
meeting.  If a  meeting  is  adjourned  for more  than 24  hours,  notice of the
adjourned  meeting  shall be given  prior  to the  time of such  meeting  to the
directors who were not present at the time of adjournment.

      24.  Meeting  Without  Regular Call and Notice.  The  transactions  of any
meeting of the Board of Directors,  however called and noticed or wherever held,
are as valid as though had at a meeting duly held after  regular call and notice
of a quorum is present and if, either  before or after the meeting,  each of the
directors not present signs a written waiver of notice, a consent to the holding
of the meeting or an approval of the minutes of the meeting.  For such purposes,
a  director  shall not be  considered  present  at a  meeting  if,  although  in
attendance at the meeting, the director protests the lack of notice prior to the
meeting or at its commencement.

      25. Action Without  Meeting.  Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting,  if all of the members
of the board individually or collectively consent in writing to such action.

      26. Quorum and Required  Vote. A majority of the directors  then in office
shall constitute a quorum for the transaction of business,  provided that unless
the  authorized  number of directors is one,  the number  constituting  a quorum
shall  not be less than the  larger of  one-third  of the  authorized  number of
directors or two directors.  Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present is the
act of the Board. A meeting at which a quorum is initially  present may continue
to transact business  notwithstanding the withdrawal of directors, if any action
taken is  approved  by at least a  majority  of the  required  quorum for such a
meeting.  A majority  of the  directors  present at a meeting,  whether or not a
quorum is present, may adjourn the meeting to another time and place.

      27. Committee Meetings. The principles set forth in Sections 21 through 26
of these  By-Laws  shall apply to  committees  of the Board of Directors  and to
actions taken by such committees.

      28. Indemnification of Directors, Officers, Employees and Certain Others.

            a. Right to Indemnification.  Each person who was or is made a party
or is  threatened  to be  made  a  party  to or is  otherwise  involved  in  any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason of the fact that he or she is or

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was a director,  officer or employee of the  corporation or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,  including service with respect to employee benefit plans (hereafter
an  "indemnitee"),  whether the basis of such proceeding is alleged action in an
official  capacity  as  a  director,   officer,  employee  or  agent,  shall  be
indemnified  and  held  harmless  by  the  corporation  to  the  fullest  extent
authorized  by the Nevada  General  Corporation  Law,  as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the corporation to provide broader  indemnification
rights  than  such  law  permitted  the  corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amount paid in settlement)
reasonably  incurred or suffered by such indemnitee in connection  therewith and
such  indemnification  shall  continue as to an indemnitee who as ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's  heirs,  executors and  administrators;  provided,  however,  that,
except as  provided  in  paragraph  (b) hereof with  respect to  proceedings  to
enforce rights to  indemnification,  the  corporation  shall  indemnify any such
indemnitee in connection with a proceeding (or part thereof) that was authorized
by the Board of  Directors  of the  corporation.  The  right to  indemnification
conferred in this Section shall be a contract  right and shall include the right
to be paid by the  corporation  the  expenses  incurred  in  defending  any such
proceeding  as  they  are  received  and in  advance  of its  final  disposition
(hereinafter  an  "advancement  of expenses");  provided,  however,  that if the
Nevada General Corporation Law requires,  an advancement of expenses incurred by
an  indemnitee  in his or her  capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee, including
without limitation, service to an employee benefit plan) shall be made only upon
delivery  to  the  corporation  of  an  undertaking,  by or on  behalf  of  such
indemnitee  (hereinafter an "undertaking"),  to repay all amounts so advanced if
it shall ultimately be determined by a court of competent jurisdiction that such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.

            b. Right of Indemnitee to Bring Suit. If a claim under paragraph (a)
of this  Section is not paid in full by the  corporation  within 30 days after a
written claim has been received by the  corporation,  the  indemnitee may at any
time thereafter  bring suit against the corporation to recover the unpaid amount
of the claim.  If  successful  in whole or in part in any such suit or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expense of  prosecuting  or defending  such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense  that,  and (ii) any suit by the  corporation  to  recover an
advancement of expenses  pursuant to the terms of an undertaking the corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met the applicable standard of conduct set forth in

<PAGE>

the Nevada  General  Corporation  Law.  Neither the  failure of the  corporation
(including  its  Board  of  Director,   independent   legal   counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Nevada  General  Corporation  Law,  nor  an  actual  determination  by  the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right  hereunder,  or by the  corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such  advancement of expenses
under this Section or otherwise shall be on the corporation.

            c.  Non-Exclusivity of Rights. The rights to indemnification  and to
the advancement of expenses  conferred in this Section shall not be exclusive of
any other right which any person may have or hereafter  acquire,  to the fullest
extent permitted by the Nevada General  Corporation Law, under any statute,  the
Articles of  Incorporation,  these By-Laws,  agreement,  vote of stockholders or
disinterested directors or otherwise.

            d.  Indemnification  of Agents of the  Corporation.  The corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to  indemnification  and to the advancement of expenses,  to any agent of
the  corporation  to the fullest  extent of the  provisions of this Section with
respect  to the  indemnification  and  advancement  of  expenses  of  directors,
officers and employees of the corporation.

                                    OFFICERS

      29.  Titles  and  Relation  to Board of  Directors.  The  officers  of the
corporation  shall  include a Chairman  of the Board or a President  or both,  a
Secretary  and a Treasurer.  The Board of Directors  may also choose one or more
Vice Presidents, Assistant Secretaries,  Assistant Treasurers or other officers.
Any number of offices may be held by the same person. All officers shall perform
their duties and exercise  their powers subject to the direction of the Board of
Directors.

      30. Election,  Term of Office and Vacancies.  At its regular meeting after
each annual  meeting of  shareholders,  the Board of Directors  shall choose the
officers of the corporation.  The Board may choose  additional  officers or fill
vacant  offices at any other time.  No officer  must be a member of the Board of
Directors except the Chairman of the Board. The officers shall hold office until
their  successors are chosen,  except that the Board of Directors may remove any
officer at any time.

      31. Resignation. Any officer may resign at any time upon notice

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to the corporation  without  prejudice to the rights, if any, of the corporation
under any  contract  to which the  officer  is a party.  The  resignation  of an
officer shall be effective when given unless the officer specifies a later time.
The resignation  shall be effective  regardless of whether it is accepted by the
corporation.

      32. Chairman of the Board;  President. If the Board of Directors selects a
Chairman of the Board, such officer shall preside over all meetings of the Board
of  Directors  and of  shareholders.  If there be no Chairman of the Board,  the
President  shall  perform such duties.  The Board of Directors  shall  designate
either the Chairman of the Board or the President as the chief executive officer
and may prescribe the duties and powers of the chief executive officer. If there
be no Chairman of the Board, the President shall be the chief executive officer.

      33.  Secretary.  Unless otherwise  determined by the Board of Directors or
the chief executive  officer,  the Secretary shall have the following powers and
duties:

            a. Record of Corporate  Proceedings.  The Secretary shall attend all
meetings of shareholders and the Board of Directors and its committees and shall
record all votes and the  minutes of such  meetings  in a book to be kept at the
principal  executive  office of the  corporation  or at such other  place as the
Board may determine.  The Secretary  shall keep at the  corporation's  principal
executive office, if in Nevada, or at its principal business office in Nevada if
the principal executive office is not in Nevada, the original or a copy of these
By-Laws, as amended.

            b. Record of Shares.  Unless a transfer  agent is  appointed  by the
Board of Directors to keep a share  register,  the Secretary  shall keep a share
register at the principal  executive office of the corporation showing the names
of the shareholders and their addresses,  the number and class of shares held by
each,  the  number  and date of  certificates  issued and the number and date of
cancellation of each certificate surrendered for cancellation.

            c. Notices. The Secretary shall give such notices as may be required
by law or these By-Laws.

      34.  Treasurer.  The Treasurer shall be the chief financial officer of the
corporation.  Unless otherwise determined by the Board of Directors or the chief
executive  officer,  the Treasurer shall have custody of the corporate funds and
securities,  shall  keep  adequate  and  correct  amounts  of the  corporation's
properties  and  business  transactions,   shall  disburse  such  funds  of  the
corporation  as may be  ordered  by the  Board or the  chief  executive  officer
(taking proper vouchers for such  disbursements),  and shall render to the chief
executive  officer and the Board,  at regular  meetings of the Board or whenever
the  Board  may  require,  an  account  of all  transactions  and the  financial
condition of the corporation.

      35. Other Officers. The other officers of the corporation, if

<PAGE>

any,  shall  exercise  such  powers  and  perform  such  duties  as the Board of
Directors or the chief executive officer shall prescribe.

      36.  Salaries.  The Board of  Directors  shall fix the salary of the chief
executive officer and may fix the salaries of other employees of the corporation
including  the other  officers.  If the Board does not fix the  salaries  of the
other officers, the chief executive officer shall fix such salaries.

      37. Amendment of By-Laws.  By-Laws may be adopted,  amended or repealed by
the affirmative vote of a majority of the outstanding shares entitled to vote or
by the Board of Directors.