BYLAWS

                                       OF

                            (a Delaware corporation)

                             The Saint James Company
                             -----------------------


                                    ARTICLE I
                                    ---------

                                  STOCKHOLDERS
                                  ------------


         1.  CERTIFICATE REPRESENTING STOCK.  Certificates representing stock in
the  corporation  shall be signed by, or in the name of, the  corporation by the
Chairperson  or  Vice-Chairperson  of the Board of Directors,  if any, or by the
President or a Vice-President and by the Treasurer or an Assistant  Treasurer or
the  Secretary or an  Assistant  Secretary  of the  corporation.  Any or all the
signatures  on any such  certificate  may be a  facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent, or registrar  b3efore such certificate is issued, it may be issued by the
corporation  with the same effect as if such person were such officer,  transfer
agent, or registrar at the date of issue.

         Whenever the  corporation  shall be  authorized  to issue more than one
class of stock or more than one series of any class of stock,  and  whenever the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares of any such  class or  series  or ofany  such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  or  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

         The corporation may issue a new certificate of stock or  uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the
owner of the lost,  stolen,  or destroyed  certificate,  or such  owner?s  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss,  theft, or destruction of any such  certificate or the issuance of
any such new certificate or uncertificated shares.

         2.  UNCERTIFICATED  SHARES.  Subject to any  conditions  imposed by the
General  Corporation  Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any  uncertificated   shares,  the
corporation  shall send to the  registered  owner  thereof  any  written  notice
prescribed by the General Corporation Law.

<PAGE>

         3.  FRACTIONAL SHARE INTERESTS.  The corporation  may, but shall not be
required  to issue  fractions  of a share.  If the  corporation  does not  issue
fractions  of a share it shall (1) arrange  for the  disposition  of  fractional
interests by those  entitled to receive such  fractions are  determined,  or (3)
issue scrip or warrants in registered form (either  represented by a certificate
or  uncertificated)  or bearer form  (represented by a certificate)  which shall
entitle the holder to receive a full share upon the  surrender  of such scrip or
warrants  aggregating a full share. A certificate  for a fractional  share or an
uncertificated  fractional  share shall,  but scrip or warrants shall not unless
otherwise  provided  therein,  entitle the holder to exercise voting rights,  to
receive  dividends  thereon,  and to  participate  in any of the  assets  of the
corporation in the event of liquidation.  The Board of Directors may cause scrip
or warrants to be issued subject to the conditions tha they shall become void if
not exchanged for certificates  representing  the full shares or  uncertificated
full  shares  before a specified  date,  or subject to the  conditions  that the
shares  for  which  scrip  or  warrants  are  exchangeable  may be  sold  by the
corporation  and the  proceeds  thereof  distributed  to the holders of scrip or
warrants,  or subject to any other  conditions  which the Board of Directors may
impose.

         4.  STOCK TRANSFERS.  Upon compliance with  provisions  restricting the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registrtion  of  transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered  holder?s attorney  thereunto  authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent  or a  registrar,  if any,  and,  in the  case of  shares  represented  by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment fo all taxes due thereon.

         5.  RECORD DATE FOR STOCKHOLDERS.  In order  that the  corporation  may
determine  the  stokholders  entitled  to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceidng the day on which the meeting is held. A determination  of
stockholders  of  record  entitle  to  notice  of or to  vote  at a  meeting  of
stockholders  shall aply to any  adjournment of the meting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders  entitle to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record  date,  which  record  date shall not  precede  the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution fixing the record date is adopted by the Board of Directors.

<PAGE>

If no record date has been fixed by the Bord of  Directors,  the record date for
determining the stockholders  entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General  Corporation  Law, shall be the first date on which a signed written
consent  setting  forth the action  taken or poposed to be taken is delivered to
the  corporation by delivery to its registered  office in the State of Delaware,
its  principal  place of  buinsess,  or an officer  or agent of the  corporation
having custody of the book in which  proceedings of meeting of stockholders  are
recorded.  Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  actionby  the  Board of
Directors  is  required  by the Genral  Corporation  Law,  the  record  date for
determining  stockholders  entitle  to consent  to  corporate  action in writing
without a  meeting  shall be at the  close of  business  on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholers  entitle to receive payment of any
dividend or other  distribution  or allotment of any rights or the  stockholders
entitled  to  exercise  any  rights in  respect of any  change,  conversion,  or
exchange of stock,  or for the purpose of any other lawful action,  the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing the record date is adopted,  and which record
date shall be not more than sixty days prior to such  action.  If no record date
is fixed, the record date for determining stockholders forany such purpose shall
be athe close of business on the day on which the Board of Directors  adopts the
resolution relating thereto.

         6.  MEANING OF  CERTAIN  TERMS.  As used herein in respect of the right
to notice of a meeting of  stockholders oral waiver thereof or to participate or
vote there at or to  consent or dissent in writing in lieu of a meeting,  as the
case may be, the  term,share,  or,  shares,  or, share of stock,  or,  shares of
stock, or,  stockholder,  or,  stockholders,  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise require.

         7.  STOCKHOLDER MEETINGS.

         TIME.  The  annual  meeting  shall  be held on the date and at the time
fixed, from time to time, by the directors,  provided, that first annual meeting
shall be held on a date within  thirteen  months after the  organization  of the
corporation,  and each successive  annual meeting shall be held on a date within
thirteen  months  after  the date of the  preceding  annual  meeting.  A special
meeting shall be held on the date and at the time fixed by the directors.

<PAGE>

         PLACE.  Annual meetngs and special meetings hall be held at such place,
within or without the State of  Delaware,  as the  directors  may,  from time to
time,  fix.  Whenever the  directors  shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  corporation  in the  State of
Delaware.

         CALL.  Annual  meetings  and  special  meetings  may  be  called by the
directors or by any officer  instructed by the directors to call the meeting.

         NOTICE OR WAIVER OF NOTICE.  Written  notice of all  meetings  shall be
give,  stating  the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompained by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation  Law, a copy of the notice of any meeting shall be give,  personally
or by mail,  not less than ten days nor more than sixty days  before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived, and directed to each stockholder at such stockholder?s record address or
at such other address which such  stockholder  may have  furnished by request in
writing to the Secretary of the  corporation.  Notice by mail shall be deemed to
be given when  deposited,  with postage  thereon  prepaid,  in the United States
Mail. If a meeting is adjorned to another time, not more than thirty days hence,
and/or to another  place,  and if an  announcement  of the adjourned time and/or
place is made at the  meeting,  it shall not be  necessary to give notice of the
adjourned meeting unless the directors, after adjournment, fix a new record date
for the  adjourned  meeting.  Notice  need not be given to any  stockholder  who
submits a written  waiver of notice signed by such  stockholder  before or after
the  time  stated  therein.   Attendance  of  a  stockholder  at  a  meeting  of
stockholders  shall  constitute a waiver of notice of such meeting,  except when
the stockholder attends the meeting for the express prupose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the purpose of, any regular or special meeting of the  stockholders  need be
specified in any written waiver of notice.

         STOCKHOLDER LIST.  The  officer  who  has charge of the stock ledger of
the  corporation  shall prepare and make, at least ten days before every meeting
of stockholders,  a complete list of the stockholders,  arranged in alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city o other  municipality  or community  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

<PAGE>

         CONDUCT OF MEETING.  Meetings  of  the  stockholders  shall be presided
over by one of the  following  officers in the order of seniority and if present
and acting - the Chairperson of the Board, if any, the  Vice-Chairperson  of the
Board, if any, the President, a Vice-President,  or, if none of the foregoing is
in  office  and  present  and  acting,  by a  chairperson  to be  chosen  by the
stockholders.  The Secretary of the corporation, or in such Secretary?s absence,
an Assistant Secretary,  shall act as secretary or every meeting, but if neither
the  Secretary  nor an  Assistant  Secretary is present the  chairperson  of the
meeting shall appoint a secretary of the meeting.

         PROXY REPRESENTATION.  Every  stockholder  may authorize another person
or  persons  to act for such  stockholder  by proxy  in all  matters  in which a
stockholder  is  entitled  to  participate,  whether  by  waiving  notice of any
meeting,  voting or participating at a meeting, or expressing consent or dissent
without a  meeting.  Every  proxy must be signed by the  stockholder  or by such
stockholder?s  attorney-in-fact.  No proxy  shall be voted or acted  upon  after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable  power. A proxy may be made irrevocable  regardless of wether the
interest  with  which it is  coupled is an  interest  in the stock  itself or an
interest in the corporation generally.

         INSPECTORS.  The  directors,  in advance of any meeting,  may, but need
not,  appoint  one or more  inspectors  of election to act at the meeting or any
adjournment  thereof.  If an inspector or inspectors are  appointed,  the person
presiding at the meeting amy, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any, before  entering upon hte discharge of duties of inspector,  shall take and
sign an oath  faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector?s  ability.  The
inspectors,  if any, shall  determine the number of shares of stock  outstanding
and the voting power of each,  the shares of stock  represented  at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes,  ballots,  or consents,  hear and determine all  challenges and questions
arising in  connection  with the right to vote,  count and  tabulate  all votes,
ballots,  or consents,  determine the result,  and do such acts as are proper to
conduct the election or vote with  fairness to all  stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors,  if any, shall
make a report in writing of any  challenge,  question,  or matter  determined by
such inspector or inspectors and execute a certificate of any fact found by such
inspector or  inspectors.  Except as may otherwise be required by subsection (e)
of Section 231 of the General  Corporation  Law, the  provisions of that Section
shall not apply to the corporation.

<PAGE>

         QUORUM.  The holders of a majority of the  outstanding  shares of stock
shall  constitute a quorum at a meeting of  stockholders  for the transaction of
any  business.  The  stockholders  present may  adjourn the meeting  despite the
absence of a quorum.

         8.  STOCKHOLDER  ACTION  WITHOUT  MEETINGS.  Except as any provision of
the General  Corporation Law may otherwise  require,  any action required by the
General  Corporation  Law to be  taken  at any  annual  or  special  meeting  of
stockholders,  or any action which may be taken at any annual or special meeting
of  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.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.  Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.


                                   ARTICLE II
                                   ----------

                                    DIRECTORS
                                    ---------

         1.  FUNCTIONS  AND  DEFINITION.  The   business   and  affairs  of  the
corporation shall be managed by or under the direction of the Board of Directors
of the  corporation.  The Board of Directors shall have the authority to fix the
compensation of the members thereof.  The use of the phrase ?whole board? herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.

         2.  QUALIFICATIONS  AND NUMBER.  A director need  not be a stockholder,
a citizen of the United  States,  or a resident  of the State of  Delaware.  The
initial Board of Directors shall consist of ____ persons.  Thereafter the number
of directors  constituting the whole board shall be at least one. Subject to the
foregoing  limitation  and except for the first Board of Directors,  such number
may be  fixed  from  time  to  time  by  action  of the  stockholders  or of the
directors, or, if the number is not fixed, the number shall be _____. The number
of directors may be increased or decreased by action of the  stockholders  or of
the directors.

         3.  ELECTION  AND TERM.  The  first  Board  of  Directors,  unless  the
members thereof shall have been named in the certificate of incorporation, shall
be elected by the incorporator or incorporators  and shall hold office until the
first annual meeting of stockholders and untile their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meetng of  stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified or until their earlier resignation or removal.  Except
as the General  Corporation  Law may otherwise  require,  in the interim between
annual meetings of stockholders  or of special  meetings of stockholders  called
for the  election of directors  and/or for the removal of one or more  directors
and  for  the  filling  of  any  vacancy  in  that  connection,   newly  created
directorships  and any vacancies in the Board of Directors,  including  unfilled
vacancies  resulting  from the removal of directors for cause or without  cause,
may be filled  by the vote of a  majority  of the  remaining  directors  then in
office, although less than a quorum, or by the sole remaining director.

<PAGE>

         4.  MEETINGS.

         TIME.  Meetings  shall be held at such  time as the  Board  shall  fix,
except  that the first  meeting of a newly  elected  Board  shall be held as son
after its election as the directors may conveniently assemble.

         PLACE.  Meetings  shall  be  held  at  such place within or without the
State of Delaware as shall be fixed by the Board.

         CALL.  No  call  shall  be  required for regular meetings for which the
time and place  have been  fixed.  Special  meetings  may be called by or at the
direction of the Chairperson of the Board, if any, the  Vice-Chairperson  of the
Board, if any, of the President, or of a majority of the directors in office.

         NOTICE OR ACTUAL OR  CONSTRUCTIVE  WAIVER.  No notice shall be required
for  regular  meetings  for which the time and place have been  fixed.  Written,
oral,  or any other  mode of  notice  of the time and  place  shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee of  directors  who submits a written  waiver of notice  signed by such
director or member  before or after the time stated  therein.  Attendance of any
such person at a meeting  shall  constitute a waiver of notice of such  meeting,
except when such person attends a meeting for the express  purpose of objecting,
at the beginning of the meetig,  to the the transaction of any busniess  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
directors need be specified in any written waiver of notice.

         QUORUM AND ACTION.  A majority of the whole  Board shall  constitute  a
quorum except when a vacancy or vancanies  prevents such  majority,  whereupon a
majority of the directors in office shall  constitute a quorum,  provided,  that
such majority shall constitute at least one-third of the whole Board. A majority
of the  directors  present,  whether  or not a quorum  provided,  and  except as
otherwise  provided by the General  Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the  Board.  The  quorum and voting  provisions  herein  stated  shall not be
construed as conflicting with any provisions of the General  Corporation Law and
these  Bylaws which govern a meeting of  directors  held to fill  vacancies  and
newly created directorships in the Board or action of disinterested directors.

<PAGE>

         Any  member or members of the Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

         CHAIRPERSON OF THE MEETING.  The  Chairperson  of the Board, if any and
if  present  and  acting,  shall  preside  at  all  meetings.   Otherwise,   the
Vice-Chairperson  of  the  Board,  if any  and if  present  and  acting,  or the
President,  if present and acting,  or any other  director  chosen by the Board,
shall preside.

         5.  REMOVAL OF  DIRECTORS.  Except as may otherwise  be provided by the
General  Corporation  Law, any director or the entire Board of Directors  may be
removed,  with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

         6.  COMMITTEES.  The Board  of  Directors  may  designate  one or  more
committees,  each  committee  to consist of one or more of the  directors of the
corporation.  The Board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or  disqualification  of any member of
any such committee or committees,  the member or members  thereof present at any
meeting and not disqualified from voting,  whether or not such member or members
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
Board,  shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation  with
the execution of any power or authority the delegation of which is prohibited by
Section 141 of the General  Corporation  Law, and may  authorize the seal of the
corporation to be affixed to all papers which may require it.

         7.  WRITTEN  ACTION.  Any  action  required or permitted to be taken at
any  meeting of the Board of  Directors  or any  committee  thereof may be taken
without a meeting if all members of the Board or committee,  as the case may be,
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the Board or committee.


                                   ARTICLE III
                                   -----------

                                    OFFICERS
                                    --------

         The  officers  of the  corporation  shall  consist  of a  President,  a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the
Board of Directors, a Chairperson of the Board, a Vice-Chairperson of the Board,
an  Executive  Vice-President,  one or more other Vice  Presidents,  one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing  such  officer,  no officer  other than the  Chairperson  or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.

<PAGE>

         Unless otherwise provided in the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors  following the next annual meeting of stockholders and untile
such officer?s successor shall have been chosen and qualified.

         All officers of the  corporation  shall have such authority and perform
such duties in the  management  and  operation  of the  corporation  as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers and prescribing  their  authority and duties,  and shall have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions may be inconsistent therewith.  The Secretary or an
Assistant  Secretary of the  corporation  shall record all of the proceedings of
all meetings and actions in writing of stockholders,  directors,  and committees
of  directors,  and shall  exercise such  additional  authority and perform such
additional  duties as the Board  shall  assign to such  Secretary  or  Assistant
Secretary.  Any officer may be removed,  with or without cause,  by the Board of
Directors. Any vacancy in any office may be filled by the Board of Directors.


                                   ARTICLE IV
                                   ----------

                                 CORPORATE SEAL
                                 --------------

         The  corporate  seal  shall be in such form as the  Board of  Directors
shall prescribe.


                                    ARTICLE V
                                    ---------

                                   FISCAL YEAR
                                   -----------

         The fiscal year of the  corporation  shall be the  calendar  year.  The
fiscal year of the corporation  shall be fixed,  and shall be subject to change,
by the Board of Directors.


                                   ARTICLE VI
                                   ----------

                               CONTROL OVER BYLAWS
                               -------------------

         Subject to the provisions of the certificate of  incorporation  and the
provisions of the General  Corporation Law, the power to amend, alter, or repeal
these  Bylaws and to adopt new Bylaws  may be  exercised  by the by the Board of
Directors or by the stockholders.

         I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws of the Saint James Company, a Delaware  corporation,  as in effect on
the date hereof.

Dated:


                                          ------------------------------------
                                            Secretary of Saint James Company