BYLAWS
                                       OF
                                  EZ DATA, INC.
                             A Delaware Corporation

                                    ARTICLE I

                                     Offices

     1. Registered  Office.  The registered office of the corporation within the
State of Delaware shall be in the City of Wilmington, County of New Castle.

     2. Other Offices.  The  corporation may have other offices either within or
outside the State of Delaware.


                                   ARTICLE II

                                  Stockholders

     1. Annual Meeting.  The annual meeting of  stockholders  shall be held each
year at such time and place as is  designated  by the  board of  directors.  The
purpose of the meeting shall be to elect directors and transact any other proper
business.

     2. Special Meetings. A special meeting of stockholders may be called at any
time by the board of directors, by the president, or upon written request by the
holders  of at least  25% of the stock  entitled  to vote  with  respect  to the
business to be transacted at the meeting. No business or corporate actions shall
be taken at a special  meeting  other  than  those  stated in the  notice of the
meeting.

     3.  Notice of  Meetings.  At least 10 days and not more than 60 days before
any meeting of  stockholders,  written  notice stating the time and place of the
meeting,  and  also  its  purpose  in the case of a  special  meeting,  shall be
delivered  personally  to, or mailed  with  postage  prepaid  to the last  known
address of, each stockholder of record entitled to vote at the meeting.

     If a meeting is adjourned to another time or place, notice of the adjourned
meeting must be given to all the stockholders  entitled to vote at the adjourned
meeting if (i) the  adjournment is for more than 30 days, (ii) a new record date
is fixed for the adjourned meeting, or (iii) the time and place of the adjourned
meeting are not announced at the meeting at which the adjournment is taken.  The
stockholders may transact any business at the adjourned meeting which could have
been transacted at the original meeting.

     4. Waiver of Notice.  A stockholder may waive notice of any or all meetings
by delivering to the  corporation  a written  waiver signed by such person.  The
stockholder  may deliver  the waiver  before,  after,  or at the time when it is
stated to be effective.

     The  attendance of a stockholder at any meeting shall be deemed a waiver of
notice of the  meeting by such  person,  unless the  attendance  is only for the
purpose of objecting that the meeting was unlawfully  convened and the person so
objects at the start of the meeting.

     5. Quorum.  A majority of the shares  entitled to vote,  either  present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at a meeting of stockholders.

     6.  Voting.  Each share of stock shall  entitle the holder of record to one
vote. With respect to matters other than the election of directors,  the vote of
a majority of the shares present in person or represented by proxy shall prevail
and be considered an act of the  stockholders.  A plurality of the same shall be
sufficient for the election of directors.

     7. Representation by Proxy. Any stockholder may authorize another person or
persons  to act for it by  proxy in all  matters  in which  the  stockholder  is
entitled to participate. The proxy shall be in writing, dated, and signed by the
stockholder or its  authorized  agent.  The proxy shall be valid,  unless sooner
revoked,  until the  expiration  of the period  stated in the proxy,  or until 3
years  after  the date of the proxy if no period  is  stated.  A proxy  shall be
irrevocable  if it so states,  but only if and so long as it is coupled  with an
interest in the stock itself or the corporation in general.

     8. Action by Consent.  Any action  required or  permitted  to be taken at a
meeting of stockholders  may be taken without a meeting and without prior notice
if a sufficient  number of  stockholders  deliver to the  corporation,  within a
60-day period, properly executed written consents to the action. A consent shall
be  properly  executed  if it is  signed by the  stockholder,  bears the date of
signature,  and sets forth the action taken. The number of stockholders which is
sufficient  for this purpose  shall be any number which  represents at least the
minimum  number of votes that would be required were the action to be taken at a
meeting at which all the shares  entitled to vote on the matter were present and
voted. Any action taken as described in this paragraph has the same effect as an
action taken at a duly called and convened meeting of stockholders.

     9. Record Date. The record date for determining the  stockholders  entitled
to notice of or to vote at any meeting of  stockholders  shall be  determined in
accordance with Article V, paragraph 5.

     10.  List  of  Stockholders.  At  least  10  days  before  any  meeting  of
stockholders,  the secretary shall make a list of all  stockholders  entitled to
vote  at  the  meeting,   arranged  in  alphabetical   order  and  showing  each
stockholder's address and the number of shares registered in such person's name.
The  secretary  shall  make  the  list  available  for  the  inspection  of  any
stockholder  for purposes  germane to the  meeting,  for a period of at least 10
days prior to the meeting, during ordinary business hours, and at a place within
the city where the meeting is to be held which is specified in the notice of the
meeting.  The list shall also be produced at the meeting and made  available for
inspection then by any stockholder who is present.

                                   ARTICLE III

                               Board of Directors

     1.  General  Powers.  Subject  to any  limitations  in the  certificate  of
incorporation,  the board of directors  shall manage and direct the business and
affairs of the  corporation.  The board of directors shall have the authority to
fix the compensation of its members.

     2.  Number,  Election,  and Term of Office.  The board of  directors  shall
consist of two  persons.  Directors  shall be  elected at the annual  meeting of
stockholders  for a term  of  one  year,  and  shall  hold  office  until  their
successors  are  elected and  qualify,  or until their  death,  resignation,  or
removal as provided in these bylaws.

     3.  Vacancies.   Any  vacancy  in  the  board  of  directors  occurring  by
resignation,  removal,  or otherwise  may be filled by the vote of a majority of
the remaining  directors,  though less than a quorum;  or by the stockholders at
their next annual meeting or a special  meeting.  Each director so elected shall
hold office until his or her successor is elected and qualified.

     4.  Resignations.  Any  director  may resign at any time by giving  written
notice to the  corporation.  Resignation  shall  take  effect  immediately  upon
receipt of the  notice,  or at such other time as is  specified  in the  notice.
Unless  required by the notice,  acceptance of the  resignation is not needed to
make it effective.

     5. Removal of  Directors.  Except as may  otherwise be required by statute,
any director or the entire board of  directors  may be removed,  with or without
cause, by the holders of a majority of the outstanding stock of the corporation.

     6. Annual and Other Regular Meetings.  The board of directors shall meet as
soon as practicable  after the annual meeting of  stockholders.  The board shall
also hold other regular meetings at the times and places determined from time to
time by the board. Notice of annual and other regular meetings need not be given
to the directors.

     7. Special  Meetings.  Special  meetings of the board of  directors  may be
called by the president or by any director.  Written, oral, or any other mode of
notice  of the time and  place of  special  meetings  shall be given at least 48
hours prior to any such meeting.

     8. Quorum,  Voting,  and Manner of Acting.  A majority of the  directors in
office shall  constitute  a quorum for the  transaction  of business.  Except as
otherwise  provided  in these  bylaws,  the act of a majority  of the  directors
present shall be the action of the board of directors.  The directors  shall act
only as a board, and the individual directors shall have no power as such.

     9. Action by Consent.  Any action  required or permitted to be taken by the
board of directors may be taken  without a meeting if all the directors  consent
to the action in writing, and the writing is filed with the minutes of the board
of directors.

     10.  Telephonic  Meeting.   Any  member  of  the  board  of  directors  may
participate  in a meeting  of the board of  directors  by means of a  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other.

     11.  Committees.  The board of  directors  may, by  resolution  passed by a
majority  of the  directors  in office,  designate  1 or more  committees,  each
committee to consist of 1 or more  directors  who shall serve at the pleasure of
the board.

          (a) The board may  designate 1 or more  directors  to act as alternate
     members of any committee to replace any absent or disqualified  member of a
     committee. If a member is absent or disqualified and an alternate member is
     not available,  the members present at the meeting who are not disqualified
     from  voting may  unanimously  appoint  (whether or not they  constitute  a
     quorum) another member of the board of directors to act in the place of the
     absent or disqualified member.

          (b) The board of directors shall designate by resolution the extent to
     which  the  powers  and  authority  of  the  board  may be  exercised  by a
     committee;  provided, however, that a committee shall not have the power to
     (i) amend the  certificate  of  incorporation;  (ii) adopt an  agreement of
     merger or  consolidation;  (iii)  recommend to the  stockholders  the sale,
     lease, or exchange of all or substantially all the  corporation's  property
     and  assets;  (iv)  recommend  to the  stockholders  a  dissolution  of the
     corporation  or a  revocation  of  dissolution;  (v)  amend  the  bylaws or
     certificate  of  incorporation;  or (vi)  declare a dividend,  authorize an
     issuance of stock, or adopt a certificate of ownership and merger.

          (c)  Paragraphs  6 through 10 of this  Article III shall also apply to
     committees.


                                   ARTICLE IV

                                    Officers

     1.  Number and  Qualifications.  The board of  directors  shall  appoint by
resolution the officers of the corporation, who shall consist of a president and
a secretary. Other officers, including a chairman of the board, one or more vice
presidents, and a treasurer may also be appointed by the board of directors from
time to time. Any person may hold two or more offices, and no officer except the
chairman of the board need also be a director.  Each  officer  shall hold office
until his or her  successor is duly elected and  qualified,  or until his or her
death,  resignation,  or removal. The board of directors shall have authority to
fix the compensation of all the officers of the corporation.

     2. Duties.  The duties of the officers shall be the duties usually  imposed
upon such officials of corporations,  the duties required by law, and the duties
assigned to them by the board of directors. The secretary or his or her delegate
shall record in writing all the  proceedings  of all  meetings of  stockholders,
directors, and committees of directors.

     3.  Assistant  Officers.  An  officer  may  appoint  one or more  assistant
officers if so authorized by the board of directors.

     4.  Resignations.  Any officer or assistant  officer of the corporation may
resign at any time by giving written  notice of resignation to the  corporation.
Resignation shall take effect immediately upon receipt of the notice, or at such
other  time as is  specified  in the  notice.  Unless  required  by the  notice,
acceptance of the resignation is not needed to make it effective.

     5.  Removal.  The board of  directors  may remove any officer or  assistant
officer of the corporation at any time, with or without cause.

     6.  Vacancies.  Any  vacancies in office  arising from death,  resignation,
removal, or otherwise may be filled by the board of directors.


                                    ARTICLE V

                                  Capital Stock

     1.  Issuance  or  Sale  by  the  Corporation.  The  capital  stock  of  the
corporation  shall not be issued or sold without  authorization  by the board of
directors.  The board shall  determine the price at which the  corporation  will
issue or sell its stock,  the form of  consideration  to be paid,  the manner of
payment, and the value of any consideration paid.

     2.  Certificates.  Except as  provided in  paragraph  3 of this  Article V,
shares of stock in the corporation  shall be represented by  certificates.  Each
certificate shall set forth the number of shares registered in the stockholder's
name, and shall be signed in the name of the  corporation by the chairman of the
board,  the  president,  or a vice  president,  and also by the  treasurer,  the
secretary,  or an assistant  secretary.  Any signature on a certificate may be a
facsimile.  If an officer who has signed or whose  facsimile  signature has been
placed upon a certificate shall cease to hold such office before the certificate
is issued,  the corporation may nonetheless  issue the certificate with the same
effect as if such person still held the office at the date of issue.

     3. Uncertificated  Shares. The board of directors may provide by resolution
that any class or  series of stock  shall be  uncertificated.  Nonetheless,  any
holder of  uncertificated  shares  shall be  entitled,  upon  demand,  to have a
certificate specifying the information and prepared in accordance with paragraph
2 of this Article V.

     4.  Transfers  of  Stock.  Shares  of  stock  in the  corporation  shall be
transferable  or assignable only on the stock ledger of the corporation and only
upon presentation of proper evidence of succession,  assignment, or authority to
transfer,  accompanied  with the  certificate for the shares (if one was issued)
duly indorsed by the holder or its duly authorized attorney;  provided, however,
that the  corporation  shall be  entitled  to  recognize  and enforce any lawful
restriction  on transfer.  The board of directors may appoint,  or authorize any
officer to appoint, one or more transfer agents and one or more registrars.

     5. Fixing the Record Date. For the purpose of determining the  stockholders
entitled to:

          (a)  Notice  of, or to vote at, any  meeting  of  stockholders  or any
     adjournment of such a meeting;

          (b) Express consent to corporate action in writing without a meeting;

          (c) Receive payment of any dividend or  distribution,  or allotment of
     any rights;

          (d)  Exercise  any  rights in respect of any  change,  conversion,  or
     exchange of stock;

or for any other lawful  purpose,  the board of  directors  may fix in advance a
record  date,  which shall not be more than 60 days nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action.

     If the board of  directors  does not fix a record date with  respect to any
meeting,  the record date shall occur at the close of business on the day before
notice of the meeting is given,  or at the close of business on the day prior to
the  meeting if notice is waived.  The record  date  applicable  for any meeting
shall  also  apply  to an  adjournment  of such  meeting,  unless  the  board of
directors fixes a new record date for the adjourned meeting.

     6. Distributions.  Subject to the provisions of statute and the certificate
of incorporation,  the board of directors may declare distributions with respect
to the shares of stock of the corporation at any regular or special meeting, and
may  cause  them to be  paid in  cash,  property,  or  shares  of  stock  of the
corporation.

     7. Registered Stockholders.  The corporation shall be entitled to recognize
the exclusive right of a person registered on its records as the owner of shares
of  stock  to  receive  dividends  and to vote as such  owner,  and,  except  as
otherwise provided by the laws of Delaware,  shall not be bound to recognize any
equitable  or other claim to, or  interest  in, such share or shares of stock on
the part of any other person.

     8. Lost, Destroyed, or Mutilated  Certificates.  The board of directors may
in its discretion  authorize the issuance of one or more new stock  certificates
in place of any certificate alleged to be lost, stolen, or destroyed.  The board
may, however, require the holder or its representative to give the corporation a
bond  sufficient  to  indemnify it against any claim which might be made against
the corporation on account of the alleged loss, theft, or destruction of the old
certificate or the issuance of the new certificate.

                                   ARTICLE VI

                                 Indemnification

     1. General.  The  corporation  shall indemnify every person who was or is a
party,  or is or was  threatened  to be made a party,  to any action,  suit,  or
proceeding, whether civil, criminal, administrative, or investigative, by reason
of the fact that he or she is or was a director,  officer, employee, or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust,  employee benefit plan, or other  enterprise,  against expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding,   to  the  fullest   extent   permitted  by  applicable   law.  Such
indemnification  may,  in the  discretion  of the  board of  directors,  include
advances  of the  person's  expenses  in  advance of final  disposition  of such
action,  suit,  or  proceeding,  subject  to the  provisions  of any  applicable
statute.

     2. Rights Not Exclusive.  The  indemnification  and advancement of expenses
provided  by,  or  granted  pursuant  to,  this  Article  VI shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement of expenses may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise,  both as to action in the
indemnified party's official capacity and as to action in another capacity while
holding such office.

     3. Insurance. The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
or  agent  of the  corporation,  or is or was  serving  at  the  request  of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture,  trust, or other enterprise,  against any liability
incurred  by such  person in such  capacity,  or  arising  out of such  person's
capacity,  whether or not the corporation  would have the power to indemnify the
person against the liability under the provisions of this Article VI.

     4.  Definition  of  "corporation."  For the  purposes  of this  Article VI,
references to "the corporation" include any constituent  corporation absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its  directors,  officers,  employees,
and agents as well as the resulting or surviving  corporation.  As a result, any
person  who  is or  was a  director,  officer,  employee,  or  agent  of  such a
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture,  trust, or other enterprise shall stand in the same
position  under the  provisions of this Article VI with respect to the resulting
or  surviving  corporation  as he or she  would  if he or  she  had  served  the
resulting or surviving corporation in the same capacity.

     5. Survival of Rights.  The  indemnification  and  advancement  of expenses
provided  by, or granted  pursuant  to, this  Article VI shall  continue as to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person.

                                   ARTICLE VII

                                   Amendments

     1. The power to adopt,  amend,  or repeal  any  provision  of the bylaws is
vested in the stockholders of the corporation entitled to vote.

     2. In  accordance  with the  certificate  of  incorporation,  the  board of
directors is also  empowered  to adopt,  amend,  or repeal any  provision of the
bylaws.


                                  ARTICLE VIII

                               General Provisions

     1. Checks,  Notes, Drafts, etc. All checks,  notes, drafts, or other orders
for the  payment  of money of the  corporation  shall be  signed,  endorsed,  or
accepted in the name of the  corporation  by such  officers or other  persons as
from  time to time are  designated  by the  board  of  directors  or an  officer
authorized by the board of directors to make such designation.

     2. Execution of Contracts, Deeds, etc. The board of directors may authorize
one or more officers or agents to enter into or execute and deliver, in the name
and on  behalf  of  the  corporation,  any  and  all  deeds,  bonds,  mortgages,
contracts,  and other obligations or instruments.  Such authority may be general
or confined to specific instances.

     3. Inspection of Books and Records.  Any stockholder of record, upon making
written  demand  under oath  stating the  purpose of the demand,  shall have the
right to inspect during normal  business hours the  corporation's  stock ledger,
its list of stockholders, and its other books and records, and to make copies of
the same,  for any purpose  reasonably  related to such  person's  interest as a
stockholder.

     4.  Seal.  The  corporation  may  adopt a seal,  which  shall  be in a form
approved by the board of directors.

     5. Fiscal Year.  The fiscal year of the  corporation  shall be the calendar
year, or otherwise as fixed by resolution of the board of directors.