Exhibit 3.2

                                     BYLAWS

                                       OF

                               NEXGEN VISION, INC.

                                  As Adopted on

                                  April 8, 2002



                       Article I. Meeting of Stockholders
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     Section 1.  Annual Meeting.  The annual meeting of the stockholders of this
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Corporation  shall  be  held  at  the  time and place designated by the Board of
Directors  of  the Corporation.  Business transacted at the annual meeting shall
include  the  election  of  directors  of  the  Corporation.

     Section  2.  Special  Meetings.  Special meetings of the stockholders shall
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be held when directed by the Board of Directors, or when requested in writing by
the  holders  of  not less than 10 percent of all the shares entitled to vote at
the  meeting.

     Section  3.  Place.  Meetings of stockholders may be held within or without
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the  State  of  Delaware.

     Section  4.  Notice.  Written notice stating the place, day and hour of the
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meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 10 nor more than 60 days
before  the  meeting,  either  personally  or  by first class mail, by or at the
direction of the president, the secretary, or the officer or persons calling 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  of  the  Corporation, with postage there on prepaid. The
provisions  of  Section 229 of the Delaware General Corporation Law (the "DGCL")
as  to  waiver  of  notice  are  applicable.

     Section  5.  Notice  of Adjourned Meetings.  When a meeting is adjourned to
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another  time  or  place,  it  shall  not be necessary to give any notice of the
adjourned  meeting  if  the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting  any  business  may be transacted that might have been transacted on the
original  date  of the meeting.  If, however, after the adjournment the Board of
Directors  fixes  a  new  record  date  for  the  adjourned meeting, a notice of
adjourned  meeting,  shall  be  given  as  provided  in  this  section  to  each
stockholder  of  record on the new record date entitled to vote at such meeting.

     Section  6.  Closing  of  Transfer  Books  and Fixing Record Date.  For the
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purpose  of  determining  stockholders  entitled  to notice of or to vote at any
meeting  of  stockholders  or  any  adjournment  thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any  other  purpose,  the Board of Directors may provide that the stock transfer
books  shall  be  closed  for a stated period but not to exceed, in any case, 60
days.  If  the  stock  transfer  books  shall  be  closed  for  the  purpose  of
determining  stockholders  entitled  to  notice  of  or  to vote at a meeting of
stockholders,  such  books  shall  be  closed  for  at least 10 days immediately
preceding  such  meeting.

     In lieu of closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for the determination of stockholders, such
date  in  any  case  to  be  not  more than 60 days and, in case of a meeting of
stockholders,  not  less  than 10 days prior to the date on which the particular
action  requiring  such  determination  of  stockholders  is  to  be  taken.

     If  the stock transfer books are not closed and no record date is fixed for
the  determination of stockholders entitled to notice or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the day
preceding  the day on which notice of the meeting is mailed or the date on which
the  resolution of the Board of Directors declaring such dividend is adopted, as
the  case  may  be,  shall  be  the  record  date  for  such  determination  of
stockholders.

     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,  unless the Board of Directors fixes a new
record  date  for  the  adjourned  meeting.

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     Section  7.  Stockholder  Quorum and Voting.  A majority of the outstanding
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shares  of  each  class  or  series  of  voting  stock  then  entitled  to vote,
represented  in  person  or  by proxy, shall constitute a quorum at a meeting of
stockholders.  When a specified item of business is required to be voted on by a
class  or series of stock, a majority of the outstanding shares of such class or
series shall constitute a quorum for the transaction of such item of business by
that  class  or  series.

     If  a  quorum  is  present,  the  affirmative vote of the majority of those
shares  present  at the meeting in person or by proxy of each class or series of
voting  stock and entitled to vote on the subject matter shall be the act of the
stockholders  unless  otherwise  provided  however  that  the  directors  of the
Corporation  shall  be  elected  by  a  plurality  of  such  shares.

     After  a  quorum  has  been  established  at  a  stockholders' meeting, the
subsequent  withdrawal  of  stockholders,  so  as  to  reduce  the  number  of
stockholders  entitled  to  vote  at the meeting below the number required for a
quorum,  shall not affect the validity of any action taken at the meeting or any
adjournment  thereof.

     Section 8.  Voting of Shares.  Each outstanding share, regardless of class,
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shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

     Treasury  shares,  shares  of  stock  of  this Corporation owned by another
corporation, the majority of the voting stock of which is owned or controlled by
this  Corporation,  and  shares  of  stock  of this Corporation, held by it in a
fiduciary  capacity  shall not be voted, directly or indirectly, at any meeting,
and  shall  not be counted in determining the total number of outstanding shares
at  any  given  time.

     A  stockholder may vote either in person or by proxy executed in writing by
the  stockholder  or  his  duly  authorized  attorney-in-fact.

     At  each  election for directors every stockholder entitled to vote at such
election  shall  have  the  right  to vote, in person or by proxy, the number of
shares  owned by him for as many persons as there are directors to be elected at
that  time  and  for  whose  election  he  has  a  right  to  vote.

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     Shares  standing  in  the name of another corporation, domestic or foreign,
may  be  voted  by  the officer, agent, or proxy designated by the bylaws of the
corporate  stockholder;  or,  in  the  absence  of any applicable bylaw, by such
person  as  the  Board  of Directors of the corporate stockholder may designate.
Proof of such designation may be made by presentation of a certified copy of the
bylaws  or other instrument of the corporate stockholder.  In the absence of any
such  designation,  or  in  case  of  conflicting  designation  by the corporate
stockholder, the chairman of the board, president, any vice president, secretary
and treasurer of the corporate stockholder shall be presumed to possess, in that
order,  authority  to  vote  such  shares.

     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 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  or his nominee shall be entitled to vote the shares so
transferred.

     On  and  after the date on which written notice of redemption of redeemable
shares  has  been  mailed  to the holders thereof and a sum sufficient to redeem
such  shares  has  been  deposited with a bank or trust company with irrevocable
instruction  and  authority  to  pay the redemption price to the holders thereof
upon  surrender  of  certificates therefor, such shares shall not be entitled to
vote  on  any  matter  and  shall  not  be  deemed  to  be  outstanding  shares.

     Section  9.  Proxies.  Every  stockholder  entitled to vote at a meeting of
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stockholders  or  to  express  consent  or  dissent  without  a  meeting  of  a
stockholders'  duly  authorized attorney-in-fact may authorize another person or
persons  to  act  for  him  by  proxy.

     Every proxy must be signed by the stockholder or his attorney -in-fact.  No
proxy  shall  be valid after the expiration of three years from the date thereof
unless  otherwise  provided in the proxy.  Every proxy shall be revocable at the
pleasure  of  the stockholder executing it, except as otherwise provided by law.

     The  authority  of the holder of a proxy to act shall not be revoked by the
incompetence  or  death of the stockholder who executed the proxy unless, before
the  authority  is  exercised,  written  notice  of  an  adjudication  of  such
incompetence  or  of such death is received by the corporate officer responsible
for  maintaining  the  list  of  stockholders.

     If  a  proxy for the same shares confers authority upon two or more persons
and does not otherwise provide, a majority of them present at the meeting, or if
only  one is present then that one, may exercise all the powers conferred by the
proxy; but if the proxy holders present at the meeting are equally divided as to
the right and manner of voting in any particular case, the voting of such shares
shall  be  prorated.

     If  a  proxy  expressly provides, any proxy holder may appoint in writing a
substitute  to  act  in  his  place.

     Section 10.  Action by Stockholders without a Meeting.  Any action required
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by law, these bylaws, or the certificate of incorporation of this Corporation to
be taken at any annual or special meeting of stockholders of the Corporation, or
any  action  which  may  be  taken  at  any  annual  or  special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing setting forth the action so taken, shall be signed
by  the  holders of outstanding stock having not less than the minimum number of
votes  that  would be necessary to authorize or take such action at a meeting at
which  all shares entitled to vote thereon were present and voted.  If any class
of  shares is entitled to vote thereon as a class, such written consent shall be
required  of  the  holders  of  a majority of the shares of each class of shares
entitled  to  vote  as  a class thereon and of the total shares entitled to vote

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thereon.

     Promptly  after  obtaining  such  authorization  by written consent, notice
shall  be  given  to  those stockholders who have not consented in writing.  The
notice  shall  fairly  summarize the material features of the authorized action,
and,  if  the action be a merger or consolidation for which appraisal rights are
provided  under  the  DGCL, be given in accordance with Section 262(d)(2) of the
Act,  as  amended.

                             Article II. Directors
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     Section  1.  Function.  All corporate powers shall be exercised by or under
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the  authority  of,  and  the  business  and affairs of the Corporation shall be
managed  under  the  direction  of,  the  Board  of  Directors.

     Section  2.  Qualification.  Directors  need not be residents of this state
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or  stockholders  of  this  Corporation.

     Section  3.  Compensation.  The  Board of Directors shall have authority to
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fix  the  compensation  of  directors.

     Section  4.  Duties of Directors.  A director shall perform his duties as a
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director,  including  his  duties as a member of any committee of the board upon
which  he  may serve, in good faith, in a manner he reasonably believes to be in
the  best  interests  of  the  Corporation,  and with such care as an ordinarily
prudent  person  in  a  like  position  would  use  under similar circumstances.

     In  performing  his  duties,  a  director  shall  be  entitled  to  rely on
information, opinions, reports or statements, including financial statements and
other  financial  data,  in  each  case  prepared  or  presented  by:

          (a)     one  or more officers or employees of the Corporation whom the
director  reasonably  believes  to  be  reliable  and  competent  in the matters
presented,
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          (b)     counsel,  public  accountants  or  other persons as to matters
which  the  director reasonably believes to be within such person's professional
or  expert  competence,  or

          (c)     a  committee  of  the board upon which he does not serve, duly
designated in accordance with a provision of the certificate of incorporation or
the  bylaws,  as to matters within its designated authority, which committee the
director  reasonably  believes  to  merit  confidence.

     A  director  shall  not  be considered to be acting in good faith if he has
knowledge  concerning  the  matter  in  question  that would cause such reliance
described  above  to  be  unwarranted.

     A person who performs his duties in compliance with this section shall have
no  liability  by  reason of being or having been a director of the Corporation.

     Section  5.  Presumption  of  Assent.  A director of the Corporation who is
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present  at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes  against such action or abstains from voting in respect thereto because of
an  asserted  conflict  of  interest.

     Section  6.  Number.  This  Corporation  shall  have  no  less  than  three
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nor  greater  than  nine  directors.  The number of directors may be established
from time to time by resolution of the Board of Directors, but no decrease shall
have  the  effect  of  shortening  the  terms  of  any  incumbent  director.

     Section  7.  Election  and  Term.  Each  person named in the certificate of
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incorporation  as  a  member  of  the  initial  Board of Directors and all other
directors  appointed  by  the Board of Directors to fill vacancies thereof shall
hold  office  until  the  first  annual  meeting  of stockholders, and until his
successor  shall  have  been  elected  and  qualified  or  until  his  earlier
resignation,  removal  from  office  or  death.

     At  the  first  annual  meeting  of stockholders and at each annual meeting

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thereafter  the stockholders shall elect directors to hold office until the next
succeeding  annual  meeting.  Each  director  shall hold office for the term for
which  he  is  elected  and  until  his  successor  shall  have been elected and
qualified  or  until  his  earlier  resignation,  removal  from office or death.

     Section  8.  Vacancies.  Any  vacancy  occurring in the Board of Directors,
     ----------------------
including  any  vacancy  created  by  reason  of  an  increase  in the number of
directors,  may be filled by the affirmative vote of a majority of the remaining
directors  though  less  than  a  quorum  of the Board of Directors.  A director
elected  to  fill  a  vacancy  shall hold office only until the next election of
directors  by  the  stockholders.

     Section  9.  Removal  of Directors. At a meeting of the stockholders called
     ----------------------------------
expressly for that purpose, any director or the entire Board of Directors may be
removed,  with  or  without cause, by a vote of the holders of a majority of the
shares  of  each class or series of voting stock, present in person or by proxy,
then  entitled  to  vote  at  an  election  of  directors.

     Section  10.  Quorum  and  Voting.  A  majority  of the number of directors
     ---------------------------------
fixed by these bylaws shall constitute a quorum for the transaction of business.
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.

     Section  11.  Director  Conflicts  of  Interest.  No  contract  or  other
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transaction  between  this  Corporation  and one or more of its directors or any
other  corporation,  firm,  association  or  entity  in which one or more of the
directors  are  directors  or  officers  or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director  or directors are present at the meeting of the Board of Directors or a
committee  thereof  which  authorizes,  approves  or  ratifies  such contract or
transaction  or  because  his  or  their votes are counted for such purpose, if:

          (a)     The  fact  of  such  relationship  or interest is disclosed or
known  to  the  Board  of  Directors  or committee which authorizes, approves or
ratifies  the  contract  or  transaction by a vote or consent sufficient for the
purpose  without counting the votes or consents of such interested directors; or

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          (b)     The  fact  of  such  relationship  or interest is disclosed or
known to the stockholders entitled to vote and they authorize, approve or ratify
such  contract  or  transaction  by  vote  or  written  consent;  or

          (c)     The  contract  or transaction is fair and reasonable as to the
Corporation  at  the  time  it  is  authorized  by the board, a committee or the
stockholders.  Common  or interested directors may be counted in determining the
presence  of  a  quorum  at  a  meeting of the Board of Directors or a committee
thereof  which  authorizes,  approves  or ratifies such contract or transaction.

     Section  12.  Place  of Meeting.  Regular and special meetings by the Board
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of  Directors  may  be  held  within  or  without  the  State  of  Delaware.

     Section  13.  Time,  Notice  and Call of Meetings.  Regular meetings of the
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Board  of  Directors  shall  be  held  without  notice  on the second Tuesday of
September  of  each  year.  Written  notice  of  the  time  and place of special
meetings  of  the  Board  of Directors shall be given to each director by either
personal  delivery,  first  class  mail,  facsimile transmission, or telegram at
least  two  days  before  the  meeting.

     Notice  of  a  meeting  of  the Board of Directors need not be given to any
director  who  signs  a  waiver  of  notice  either before or after the meeting.
Attendance  of  a  director  at a meeting shall constitute a waiver of notice of
such  meeting and waiver of any and all obligations to the place of the meeting,
the  time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the  transaction  of  business  because  the  meeting  is not lawfully called or
convened.

     Neither  the  business to be transacted at, nor the purpose of, any regular
or  special meeting of the Board of Directors need be specified in the notice or
waiver  of  notice  of  such  meeting.

     A  majority  of  the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place.  Notice

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of  any  such  adjourned  meeting  shall  be given to the directors who were not
present  at  the  time  of the adjournment and, unless the time and place of the
adjourned  meeting  are  announced  at the time of the adjournment, to the other
directors.

     Meetings  of  the  Board of Directors may be called by the president of the
Corporation  or  by  any  director.

     Members  of  the  Board  of  Directors may participate in a meeting of such
Board  by means of a conference telephone or similar communications equipment by
means  of  which all persons participating in the meeting can hear each other at
the  same time.  Participation by such means shall constitute presence in person
at  a  meeting.

     Section  14.  Action Without a Meeting.  Any action required to be taken at
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a  meeting of the directors of the Corporation, or any action which may be taken
at  a  meeting  of the directors, may be taken without a meeting if a consent in
writing,  setting  forth the action to be taken, signed by all of the directors,
is  filed  in  the  minutes of the proceedings of the Board.  Such consent shall
have  the  same  effect  as  a  unanimous  vote.

     Section  15.  Committees.  The  Board of Directors may designate from among
     ------------------------
its  members  such  committees it deems prudent, such as, but not limited to, an
executive  committee, audit committee, compensation committee, finance committee
and  a  litigation  committee.

                              Article III. Officers
                            -----------------------

     Section  1.  Officers.  The officers of this Corporation shall consist of a
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chief executive officer, president, vice president of finance and any other vice
presidents  designated  by the Board of Directors, secretary, and treasurer, and
such other officers as may be designated by the Board of Directors, each of whom
shall  be  elected by the Board of Directors from time to time.  Any two or more
offices  may  be held by the same person.  The failure to elect any of the above
officers  shall  not  affect  the  existence  of  this  Corporation.

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     Section  2.  Duties.  The  officers  of  this  Corporation  shall  have the
     -------------------
following  duties  and  such  other  duties  as  delegated  by  the  president.


     The  chief  executive  officer  of  the  Corporation shall have general and
active  management of the business and affairs of the Corporation subject to the
directions  of  the Board of Directors, and shall preside at all meetings of the
stockholders  and  the  Board  of  Directors.

     The  president shall be the chief operating officer of the Corporation, and
shall  act  whenever  the  Chief  Executive  Officer  shall  be  unavailable.

     The  vice  president  of  finance  shall  be  the chief financial and chief
accounting  officer.  He  shall  keep  correct  and complete records of account,
showing  accurately at all times the financial condition of the corporation.  He
shall  furnish  at  meetings of the Board of Directors, or whenever requested, a
statement  of  the financial condition of the Corporation and shall perform such
other  duties  as  the  bylaws  provide or the Board of Directors may prescribe.

     Any  other vice president(s) shall perform such duties as may be prescribed
by  the Board of Directors or the president and shall act whenever the president
shall  be  unavailable.

     The  secretary  shall  have  custody  of  and maintain all of the corporate
records  except  the financial records, shall record the minutes of all meetings
of  the stockholders and whenever else required by the Board of Directors or the
president, and shall perform such other duties as may be prescribed by the Board
of  Directors.

     The treasurer shall be the legal custodian of all monies, notes, securities
and  other  valuables that may from time to time come into the possession of the
Corporation.  He  shall  immediately deposit all funds of the Corporation coming
into his hands in some reliable bank or other depositary to be designated by the
Board  of  Directors  and  shall  keep  this  bank  account  in  the name of the
Corporation.

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     Section 3.  Removal of Officers.  Any officer or agent elected or appointed
     -------------------------------
by  the  Board of Directors may be removed by the Board whenever in its judgment
the  best  interests  of  the  Corporation  will  be  served  thereby.

     Any  officer  or  agent  elected by the stockholders may be removed only by
vote  of  the  stockholders,  unless  the stockholders shall have authorized the
directors  to  remove  such  officer  or  agent.

     Any  vacancy,  however, occurring, in any office may be filled by the Board
of  Directors, unless the bylaws shall have expressly reserved such power to the
stockholders.

     Removal  of  any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an officer
or  agent  shall  not  of  itself  create  contract  rights.

                          Article IV. Stock Certificates
                        ---------------------------------

     Section  1.  Issuance.  Every holder of shares in this Corporation shall be
     ---------------------
entitled to have a certificate, representing all shares to which he is entitled.
No  certificate  shall  be  issued for any share until such share is fully paid.

     Section  2.  Form.  Certificates  representing  shares  in this Corporation
     -----------------
shall  be  signed  by  the  president  or vice president and the secretary or an
assistant  secretary  or treasurer or assistant treasurer and may be sealed with
the  seal  of  this  Corporation  or  a facsimile thereof.  The signature of the
president  or  vice  president  and  the  secretary  or  assistant  secretary or
treasurer  or  assistant  treasurer  may  be  facsimiles  if  the certificate is
manually  signed  on  behalf  of a transfer agent or a registrar, other than the
Corporation  itself  or an employee of the Corporation.  In case any officer who
signed  or whose facsimile signature has been placed upon such certificate shall
have  ceased  to  be  such  officer before such 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  issuance.

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     Every  certificate representing shares issued by this Corporation shall set
forth  or  fairly  summarize  upon the face or back of the certificate, or shall
state  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 or series authorized to be
issued,  and  the  variations in the relative rights and preferences between the
shares of each 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.

     Every  certificate representing shares which are restricted as to the sale,
disposition,  or  other transfer of such shares shall state that such shares are
restricted  as  to  transfer  and  shall  set forth or fairly summarize upon the
certificate, or shall state that the Corporation will furnish to any stockholder
upon  request  and  without  charge  a  full  statement  of,  such restrictions.

     Each  certificate  representing shares shall state upon its face:  the name
of  the  Corporation;  that  the Corporation is organized under the laws of this
state; the name of the person or persons to whom issued; the number and class of
shares,  and  the  designation  of  the  series,  if any, which such certificate
represents;  and the par value of each share represented by such certificate, or
a  statement  that  the  shares  are  without  par  value.

     Section  3.  Transfer  of  Stock.  Except  as provided in Section 4 of this
     --------------------------------
Article,  the Corporation shall register a stock certificate presented to it for
transfer  if  the certificate is properly endorsed by the holder of record or by
his  duly  authorized  attorney,  and  the  signature  of  such  person has been
guaranteed  by a commercial bank or trust company or by a member of the New York
or  American  Stock  Exchange.

     Section  4.  Off-Shore  Offerings.  In  all  offerings of equity securities
     ---------------------------------
pursuant  to  Regulation  S  of  the  Securities  Act  of  1933 (the "Act"), the
Corporation  shall  require that its stock transfer agent refuse to register any
transfer  of securities not made in accordance with the provisions of Regulation
S,  pursuant  to  registration under the Act or an available exemption under the
Act.

     Section  5.  Lost, Stolen or Destroyed Certificates.  The Corporation shall
     ---------------------------------------------------

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issue  a new stock certificate in the place of any certificate previously issued
if  the  holder  of  record of the certificate (a) makes proof in affidavit form
that  it has been lost, destroyed or wrongfully taken; (b) requests the issuance
of  a new certificate before the Corporation has notice that the certificate has
been  acquired  by a purchaser for value in good faith and without notice of any
adverse  claim;  (c)  gives  bond in such form as the Corporation may direct, to
indemnify  the  Corporation, the transfer agent, and registrar against any claim
that  may  be  made  on  account of the alleged loss, destruction, or theft of a
certificate;  and (d) satisfies any other reasonable requirements imposed by the
Corporation.

                          Article V. Books and Records
                        --------------------------------

     Section  1.  Books  and  Records.  This  Corporation shall keep correct and
     --------------------------------
complete  records and books of account and shall keep minutes of the proceedings
of  its  stockholders,  Board  of  Directors  and  committees  of  directors.

     This  Corporation shall keep at its registered office or principal place of
business,  or  at the office of its transfer agent or registrar, a record of its
stockholders,  giving  the  names  and  addresses  of  all stockholders, and the
number,  class  and  series,  if  any,  of  the  shares  held  by  each.

     Any  books, records and minutes may be in written form or in any other form
capable  of  being  converted  into  written  form  within  a  reasonable  time.

     Any  person  who  shall have been a holder of record of shares or of voting
trust certificates therefor at least six months immediately preceding his demand
or  shall  be  the  holder of record of, or the holder of record of voting trust
certificates  for,  at least five percent of the outstanding shares of any class
or  series  of the Corporation, upon written demand stating the purpose thereof,
shall  have  the  right  to  examine,  in person or by agent or attorney, at any
reasonable  time or times, for any proper purpose its relevant books and records
of accounts, minutes and records of stockholders and to make extracts therefrom.

     Section  3.  Financial  Information.  Not later than three months after the
     -----------------------------------
close  of  each  fiscal  year,  this  Corporation  shall prepare a balance sheet

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<PAGE>

showing  in  reasonable  detail the financial condition of the Corporation as of
the  close  of  its  fiscal  year,  and  a profit and loss statement showing the
results  of  the  operations  of  the  Corporation  during  its  fiscal  year.

     Upon  the  written  request  of  any  stockholder or holder of voting trust
certificates  for  shares of the Corporation, the Corporation shall mail to such
stockholder  or  holder  of  voting trust certificates a copy of the most recent
such  balance  sheet  and  profit  and  loss  statement.

     The  balance  sheets  and  profit and loss statements shall be filed in the
registered  office  of the Corporation in this state, shall be kept for at least
five  years,  and  shall  be  subject to inspection during business hours by any
stockholder  or  holder  of  voting  trust  certificates, in person or by agent.

                              Article VI. Dividends
                            -----------------------

     The  Board of Directors of this Corporation may, from time to time, declare
and the Corporation may pay dividends on its shares in cash, property or its own
shares,  except  when  the  Corporation is insolvent or when the payment thereof
would  render  the  Corporation  insolvent  or  when  the declaration or payment
thereof  would  be  contrary to any restrictions contained in the certificate of
incorporation,  subject  to  the  following  provisions:

          (a)     Dividends in cash or property may be declared and paid, except
as  otherwise  provided  in  this  section,  only  out  of  the  unreserved  and
unrestricted  earned  surplus  of  the  Corporation  or  out of capital surplus,
howsoever  arising  but  each  dividend  paid  out  of  capital surplus shall be
identified  as  a distribution of capital surplus, and the amount per share paid
from  such  surplus  shall  be  disclosed to the stockholders receiving the same
concurrently  with  the  distribution.

          (b)     Dividends  may  be  declared and paid in the Corporation's own
treasury  shares.

          (c)     Dividends  may  be  declared and paid in the Corporation's own

                                       15
<PAGE>

authorized but unissued shares out of any unreserved and unrestricted surplus of
the  Corporation  upon  the  following  conditions:

               (1)     If  a  dividend  is payable in shares having a par value,
such  shares  shall  be  issued at not less than the par value thereof and there
shall  be  transferred  to  stated  capital at the time such dividend is paid an
amount of surplus equal to the aggregate par value of the shares to be issued as
a  dividend.

               (2)     If  a  dividend is payable in shares without a par value,
such  shares shall be issued at such stated value as shall be fixed by the Board
of  Directors  by  resolution adopted at the time such dividend is declared, and
there  shall  be transferred to stated capital at the time such dividend is paid
an  amount of surplus equal to the aggregate stated value so fixed in respect of
such  shares; and the amount per share so transferred to stated capital shall be
disclosed  to  the  stockholders  receiving  such dividend concurrently with the
payment  thereof.

          (d)     No  dividend  payable  in shares of any class shall be paid to
the holders of shares of any other class unless the certificate of incorporation
so  provide or such payment is authorized by the affirmative vote or the written
consent  of  the holders of at least a majority of the outstanding shares of the
class  in  which  the  payment  is  to  be  made.

          (e)     A  split-up or division of the issued shares of any class into
a  greater  number  of  shares  of  the same class without increasing the stated
capital  of the Corporation shall not be construed to be a share dividend within
the  meaning  of  this  section.

                          Article VII. Corporate Seal
                         ------------------------------

     The  Board  of  Directors  shall  provide  a  corporate seal which shall be
circular  in  form  and  shall  have  inscribed  thereon  the  following:

                                       16
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                            Article VIII. Amendment
                            -----------------------

          These bylaws may be repealed or amended, and new bylaws maybe adopted,
by  the  Board  of  Directors.

                                       17