PLAN AND AGREEMENT OF MERGER



PLAN AND AGREEMENT OF TRIANGULAR MERGER

BETWEEN

ARS NETWORKS, INCORPORATED (a New Hampshire corporation)

ARS PRODUCTS INC. (a Delaware corporation)

AND

MAJESTIC REFILTER, LTD. (a Nevada corporation)






ARS NETWORKS, INCORPORATED, a New Hampshire
corporation ("ARSN"), ARS PRODUCTS INC., a
Delaware corporation ("ARS Products"), and MAJESTIC REFILTER, LTD., a Nevada
corporation ("Majestic Refilter"), hereby agree as follows:


WHEREAS, ARS
Products is a wholly-owned subsidiary of ARSN; and


WHEREAS, the
stockholders of Majestic Refilter desire to cause the merger of Majestic
Refilter with and into ARS Products, and receive shares of the common stock of
ARSN, par value $0.0001 per share (the "ARSN Stock") in exchange for all of
their shares of the common stock of Majestic Refilter, par value $0.001 per
share (the "Majestic Refilter Stock");


NOW, THEREFORE,
in consideration of the foregoing and the following mutual covenants and
agreements, the parties agree as follows:


1.          Plan Adopted.  A plan of merger whereby Majestic Refilter
merges with and into ARS Products (this "Plan of Merger"), pursuant to the
provisions of the Delaware General Corporation Law (the "DGCL"), Chapter 92A of
the Nevada Revised Statutes (the "NRS"), and Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended, is adopted as follows:


(a)            Majestic Refilter shall be merged with and into ARS
Products, to exist and be governed by the laws of the State of Delaware.


(b)            ARS Products shall be the Surviving Corporation (the
"Surviving Corporation").


(c)            When this Plan of Merger shall become effective, the
separate existence of Majestic Refilter shall cease and the Surviving
Corporation shall succeed, without other transfer, to all the rights and
properties of Majestic Refilter and shall be subject to all the debts and
liabilities of such corporation in the same manner as if the Surviving
Corporation had itself incurred them. 
All rights of creditors and all liens upon the property of each
constituent entity shall be preserved unimpaired, limited in lien to the
property affected by such liens immediately prior to the merger (the "Merger").


(d)            The Surviving Corporation will be responsible for the
payment of all fees and franchise taxes of the constituent entities payable to
the states of Delaware and Nevada, if any.


(e)            The Surviving Corporation will carry on business with
the assets of Majestic Refilter, as well as the assets of ARS Products.


(f)             The Surviving Corporation will be responsible for the
payment of the fair value of shares, if any, required under the DGCL and the
NRS.


(g)            The stockholders of Majestic Refilter will surrender
all of their shares of the Majestic Refilter Stock in the manner hereinafter
set forth.


(h)            In exchange for the shares of Majestic Refilter Stock
surrendered by the stockholders of Majestic Refilter, ARSN will issue and
transfer to such stockholders on the basis hereinafter set forth, shares of the
ARSN Stock.


 


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(i)              ARSN, the sole stockholder of ARS Products, will keep
its shares of the Surviving Corporation.


2.          Effective Date.  The effective date of the Merger (the
"Effective Date") shall be the date of the filing of Articles of Merger for
Majestic Refilter and ARS Products in the states of Delaware and Nevada.


3.          Submission to Stockholders.  This Plan of Merger shall be submitted for
approval separately to the stockholders of Majestic Refilter and ARS Products
in the manner provided by the laws of the states of Delaware and Nevada.


4.          Manner of Exchange.  On the Effective Date, the stockholders of
Majestic Refilter shall surrender their stock certificates representing the
Majestic Refilter Stock to ARS Products in exchange for certificates
representing the shares of ARSN Stock to which they are entitled.


5.          Basis of Exchange.  The stockholders of Majestic Refilter
currently own 2,000,000 shares of the Majestic Refilter Stock, which shares
constitute all of the issued and outstanding shares of the capital stock of
Majestic Refilter.  As a result of the
Merger, the stockholders of Majestic Refilter shall be entitled to receive, in
exchange for all of their Majestic Refilter Stock, 2,000,000 shares of the ARSN
Stock.


6.          Shares of the Surviving Corporation Held by
the Current Stockholders of ARS Products. 
The presently issued and outstanding shares of the ARS Products Stock
shall be retained by its current stockholder, ARSN, following the Merger, so
that following the Merger, ARSN will continue to own 100 percent of the issued
and outstanding shares of the ARS Products Stock.


7.          Registration Rights.  It is contemplated by the parties that the
shares of ARSN Stock to be received by the stockholders of Majestic Refilter as
a result of the Merger will be registered pursuant to a registration statement
on an appropriate form (the "Registration Statement") to be filed by ARSN under
the Securities Act of 1933, as amended, as soon as possible after the Effective
Date, with such shares being freely tradable. 
The stockholders of Majestic Refilter will agree to reasonably cooperate
in furnishing all required information reasonably requested by ARSN in connection
with the preparation and filing of the Registration Statement.


8.          Directors and Officers.


(a)            The present Board of Directors of ARS Products shall
serve as the Board of Directors of the Surviving Corporation until the next
annual meeting or until such time as their successors have been elected and
qualified.


(b)            If a vacancy shall exist on the Board of Directors of
the Surviving Corporation on the Effective Date, such vacancy may be filled by
the Board of Directors as provided in the Bylaws of the Surviving Corporation.


(c)            All persons who, on the Effective Date, are executive
or administrative officers of ARS Products shall be officers of the Surviving
Corporation until the Board of Directors of the Surviving Corporation shall
otherwise determine.  The Board of Directors
of the Surviving Corporation may elect or appoint such additional officers as
it may deem necessary or appropriate.


9.          Certificate of Incorporation.  The Certificate of Incorporation of ARS
Products, existing on the Effective Date, a copy of which is attached hereto as
Exhibit A and incorporated herein for all purposes, shall continue in
full force as the Certificate of Incorporation of the Surviving Corporation
until altered, amended, or repealed as provided therein or as provided by law.


10.       Bylaws. 
The Bylaws of ARS Products existing on the Effective Date, a copy of
which are attached hereto as Exhibit B and incorporated herein for all
purposes, shall continue in full force as the Bylaws of the Surviving
Corporation until altered, amended, or repealed as provided therein or as
provided by law.


 


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11.       Copies of the Plan of Merger.  A copy of this Plan of Merger is on file at
8880 Rio San Diego Drive, 8th Floor, San Diego, California 92108,
the principal offices of Majestic Refilter, and 100 Walnut Street, Champlain,
New York 12919, the principal offices of ARSN and ARS Products.  A copy of this Plan of Merger will be
furnished to any stockholder of Majestic Refilter, ARSN, or ARS Products, on
written request and without cost.


12.       Representations and Warranties of Majestic
Refilter.  Majestic Refilter represents
and warrants to ARSN and ARS Products as follows:


(a)            Organization. 
Majestic Refilter is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada.  Majestic Refilter is not currently qualified
to do business in any other state.


(b)            Capitalization. 
The authorized capital stock of Majestic Refilter consists of
500,000,000 shares of common stock, with a par value of $0.001 per share (the
"Majestic Refilter Stock" herein), and 50,000,000 shares of preferred stock,
with a par value of $0.001 per share.  As
of the date of this Plan of Merger, there are 2,000,000 shares of the Majestic
Refilter Stock issued and outstanding, and no shares of the preferred stock
issued and outstanding.  Each outstanding
share of the Majestic Refilter Stock is duly authorized, validly issued, fully
paid and non-assessable, has not been issued and is not owned or held in
violation of any preemptive rights of the stockholders of Majestic
Refilter.  Such capital stock is free and
clear of all liens, security interests, pledges, charges, encumbrances,
stockholders' agreements, and voting trusts. 
There is no commitment, plan or arrangement to issue and no outstanding
option, warrant, or other right calling for the issuance of, any share of the
capital stock of Majestic Refilter or any security or other instrument
convertible into or exchangeable for the capital stock of Majestic Refilter.


(c)          Financial Condition.  Majestic Refilter has furnished to ARSN and
ARS Products an unaudited balance sheet of Majestic Refilter as of January 31,
2003, and the related statement of income and retained earnings for the period
covered thereby (the "Financial Statement"). 
The Financial Statement (i) is in accordance with the books and records
of Majestic Refilter; (ii) fairly presents the financial condition of Majestic
Refilter at such date and the results of its operations for the period therein
specified; (iii) was prepared in accordance with generally accepted accounting
principles applied upon a basis consistent with prior accounting periods; and
(iv) with respect to all contracts and commitments of Majestic Refilter,
reflects adequate reserves for all reasonably anticipated losses and costs in
excess of anticipated income. 
Specifically, but not by way of limitation, the Financial Statement
discloses all of the debts, liabilities, and obligations of any nature (whether
absolute, accrued, contingent, or otherwise and whether due or to become due)
of Majestic Refilter on the dates therein specified (except such debts,
liabilities, and obligations as are not required to be reflected therein in
accordance with generally accepted accounting principles) and includes
appropriate reserves for all taxes and other liabilities accrued or due at such
dates but not yet payable.


(d)        Present Status. 
Since the dates reflected on the Financial Statement, Majestic Refilter
has not: (i) incurred any material obligations or material liabilities,
absolute, accrued, contingent, or otherwise, except current trade payables;
(ii) discharged or satisfied any liens or encumbrances, or paid any obligations
or liabilities, except current Financial Statement liabilities and current
liabilities incurred since the dates reflected on the Financial Statement, in
each case, in the ordinary course of business; (iii) declared or made any
stockholder payment or distribution or purchased or redeemed any of its
securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien,
encumbrance, or charge any of its assets except as shall be removed prior to or
at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred
any assets of a material value except sales from inventory in the ordinary
course of business; (vii) suffered any damage, destruction, or loss (whether or
not covered by insurance) materially affecting its properties, business, or
prospects; (viii) waived any rights of a material value; or (ix) entered into
any transaction other than in the ordinary course of business.


(e)         Tax Liabilities. 
The amounts set up as provisions for taxes on the Financial Statement
are sufficient for all accrued and unpaid federal, state, local, and foreign
taxes of Majestic Refilter, whether or not due and payable and whether or not
disputed, under tax laws as in effect on the date of the Financial Statement or
now in effect, for the period ended on that date and for all fiscal years prior
thereto.  Majestic Refilter (i) has filed
all federal, state, local, and foreign tax returns required to be filed by it;
(ii) has delivered to ARSN and ARS Products true and correct copies for the
last two years thereof initialed by the chief executive officer of Majestic
Refilter; (iii) has paid (or has established on the Financial Statement a
reserve for) all taxes, assessments, and other governmental charges payable or
remittable by it or levied upon it or its properties, assets, income, or
franchises which are due and payable; and (iv) has delivered to ARSN and ARS
Products a true and correct copy so initialed of any report as to adjustments
received by Majestic Refilter from any taxing authority during the past five
years and a statement, so initialed, as to any litigation, governmental or
other proceeding (formal or informal), or investigation pending, threatened, or
in prospect with respect to any of those reports or the subject matter of those
reports.


 


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(f)          Litigation and Claims.  There is no litigation, arbitration, claim,
governmental or other proceeding (formal or informal), or investigation
pending, threatened, or in prospect (or any basis therefor known to Majestic
Refilter or its stockholders) with respect to Majestic Refilter, its
stockholders, or any of their business, properties, or assets.  Majestic Refilter is not affected by any
present or threatened strike or other labor disturbance nor, to the knowledge
of Majestic Refilter or its stockholders, is any union attempting to represent
any employee of Majestic Refilter as collective bargaining agent.  Majestic Refilter is not in violation of, or
in default with respect to, any law, rule, regulation, order, judgment, or
decree; nor is Majestic Refilter or its stockholders required to take any
action in order to avoid such a violation or default.


(g)          Properties. 
Majestic Refilter has good and marketable title in fee simple absolute
to all real properties and good title to all other properties and assets used
in its business or owned by it (except real and other properties and assets as
are held pursuant to leases or licenses, free and clear of all liens,
mortgages, security interests, pledges, charges, and encumbrances, other than
as shown on the Financial Statement, including, but not limited to a tax lien
for unpaid real estate taxes.  Moreover:


(i)            No real property owned, leased, licensed, or used by
Majestic Refilter lies in an area which is, or to the knowledge of Majestic
Refilter or its stockholders will be, subject to zoning, use, or building code
restrictions which would prohibit, and no state of facts relating to the
actions or inaction of another person or entity or their ownership, leasing,
licensing, or use of that real property in the business in which Majestic
Refilter is now engaged or the business in which it contemplates engaging.


(ii)            The real and other properties and assets owned, leased,
or licensed by Majestic Refilter constitute all such properties and assets
which are necessary to the business of Majestic Refilter as presently conducted
or as it contemplates conducting.


(h)          Contracts and Other Instruments.  All contracts have been disclosed to ARSN and
ARS Products as it relates to Majestic Refilter or its stockholders.  Majestic Refilter has furnished to ARSN and
ARS Products the articles of incorporation and bylaws of Majestic Refilter and
all amendments thereto, as presently in effect, certified by the Secretary of
the corporation.  Neither Majestic Refilter
nor its stockholders, or any other party to any of those contracts, agreements,
instruments, leases, or licenses, is now or expects in the future to be in
violation or breach of, or in default with respect to complying with, any
material provision thereof, and each contract, agreement, instrument, lease, or
license is in full force and is the legal, valid, and binding obligation of the
parties thereto and is enforceable as to them in accordance with its terms,
subject to any laws relating to bankruptcy or any other similar laws.


(i)           
Employees. 
Majestic Refilter has no employees on the date of this Plan of Merger.


(j)          Authority to Merge.  Majestic Refilter has all requisite power and
authority to execute, deliver, and perform this Plan of Merger.  All necessary corporate proceedings of
Majestic Refilter have been duly taken to authorize the execution, delivery,
and performance of this Plan of Merger by Majestic Refilter.  This Plan of Merger has been duly authorized,
executed and delivered by Majestic Refilter; is the legal, valid, and binding
obligation of Majestic Refilter; and is enforceable as to it in accordance with
its terms subject to any laws relating to bankruptcy or any other similar laws.


 


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No consent, authorization, approval, order,
license, certificate, or permit of or from, or declaration of filing with, any
federal, state, local, or other governmental authority or any court or other
tribunal is required by Majestic Refilter for the execution, delivery, or
performance of this Plan of Merger by Majestic Refilter.  No consent of any party to any contract,
agreement, instrument, lease, license, arrangement, or understanding to which
Majestic Refilter is a party, or to which any of its properties or assets are
subject, is required for the execution, delivery or performance of this Plan of
Merger; and the execution, delivery, and performance of this Plan of Merger
will not violate, result in a breach of, conflict with, or (with or without the
giving of notice or the passage of time or both) entitle any party to terminate
or call a default under any contract, agreement, instrument, lease, license,
arrangement, or understanding, or violate or result in a breach of any term of
the articles of incorporation (or other charter document) or bylaws of Majestic
Refilter or violate, result in a breach of, or conflict with any law, rule,
regulation, order, judgment, or decree binding on Majestic Refilter or to which
any of its operations, business, properties, or assets are subject.


(k)            Completeness of Disclosure.  No representation or warranty by Majestic
Refilter in this Plan of Merger contains, or on the Effective Date will
contain, any untrue statement of material fact or omits, or will omit, to state
a material fact necessary to make the statements made not misleading.


13.       Conditions to Obligations of ARSN and ARS
Products.  The obligations of ARSN
and ARS Products under this Plan of Merger are subject, at the option of ARSN
and ARS Products, to the following conditions:


(a)            Accuracy of Representations and Compliance with Conditions.  (i) All representations and warranties of
Majestic Refilter contained in this Plan of Merger shall be accurate when made
and, in addition, shall be accurate as of the Effective Date as though the
representations and warranties were then made in exactly the same language by
Majestic Refilter and regardless of knowledge or lack thereof on the part of
Majestic Refilter or changes beyond its control; (ii) as of the Effective Date,
Majestic Refilter shall have performed and complied with all covenants and
agreements and satisfied all conditions required to be performed and complied
with by it at or before that time by this Plan of Merger; and (iii) ARSN and
ARS Products shall have received certificates signed by the Chief Executive
Officer of Majestic Refilter dated the Effective Date to that effect.


(b)            Review of Proceedings.  All actions, proceedings, instruments, and
documents required to carry out this Plan of Merger or incidental thereto and
all other related legal matters shall be subject to the reasonable approval of
the counsel for ARSN and ARS Products, and Majestic Refilter shall have
furnished such counsel those documents as such counsel may have reasonably
requested for the purpose of enabling them to pass upon such matters.


(c)            Payment of Fees. 
All fees and franchise taxes with respect to the Merger will be paid by
Majestic Refilter.


(d)            Proxy.  As
of the Effective Date, Majestic Refilter will execute a proxy in favor of
Sydney A. Harland covering the 2,000,000 of the ARSN Stock to be received by it
as a result of the Merger.  The proxy
will be coupled with an interest and shall expire, without further action, 30
days following the Effective Date.


(e)            Legal Action. 
There shall not have been instituted or threatened any legal proceeding
relating to, or seeking to prohibit or otherwise challenge the consummation of,
the transactions contemplated by this Plan of Merger, or to obtain substantial
damages with respect thereto.


14.       Contractual Consents Needed.  The parties to this Plan of Merger shall have
obtained, at or prior to the Effective Date, all consents required for the
consummation of the transactions contemplated by this Plan of Merger from any
party to any contract, agreement, instrument, lease, license, arrangement, or
understanding to which any of them is a party, or to which any of their
respective businesses, properties, or assets are subject.


 


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15.       Notices. 
All notices, requests, demands, and other communications hereunder shall
be in writing and delivered personally or sent by registered or certified
United States mail, return receipt requested with postage prepaid, or by
telecopy or e-mail, if to Majestic Refilter, addressed to Mr. Francis A.
Zubrowski, 8880 Rio San Diego Drive, 8th Floor, San Diego,
California 92108, telecopier (619) 209-6098, and e-mail faz@theawi.com; and if
to ARSN and ARS Products, addressed to Mr. Sydney A. Harland, 100 Walnut
Street, Champlain, New York 12919, telecopier (518) 298-2813, and e-mail harmuir@aol.com. 
Any party hereto may change its address upon 10 days' written notice to any
other party hereto.


16.       Legal Construction.  In case any one or more of the provisions
contained in this Plan of Merger shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions hereof, and this Plan of
Merger shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.


17.       Benefit. 
All the terms and provisions of this Plan of Merger shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto, and their
successors and permitted assigns.


18.       Law Governing.  This Plan of Merger shall be construed and
governed by the laws of the State of Nevada, and all obligations hereunder shall
be deemed performable in San Diego County, California.


19.       Perfection of Title.  The parties hereto shall do all other acts
and things that may be reasonably necessary or proper, fully or more fully, to
evidence, complete or perfect this Plan of Merger, and to carry out the intent
of this Plan of Merger.


20.       Cumulative Rights.  The rights and remedies of any party under
this Plan of Merger and the instruments executed or to be executed in
connection herewith, or any of them, shall be cumulative and the exercise or
partial exercise of any such right or remedy shall not preclude the exercise of
any other right or remedy.


21.       Waiver. 
No course of dealing on the part of any party hereto or its agents, nor
any failure or delay by any such party with respect to exercising any right,
power or privilege of such party under this Plan of Merger or any instrument
referred to herein shall operate as a waiver thereof, and any single or partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.


22.       Construction.  Whenever used herein, the singular number
shall include the plural, the plural number shall include the singular, and the
masculine gender shall include the feminine.


23.                
Multiple Counterparts.  This Plan of Merger may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


        IN WITNESS
WHEREOF, the parties have executed this Plan of Merger on April 22, 2003.





  	ARS NETWORKS, INCORPORATED
	  

 




By                                                                                           
      
	    Sydney A. Harland, President
	  
	ARS PRODUCTS INC.
	  

 




By                                                                                           
      
	    Sydney A. Harland, President











 

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  	MAJESTIC REFILTER, LTD.
	  

 


 


By                                                                                           
      
	    Francis A.
Zubrowski, President







Attachments:

Exhibit A - Certificate of Incorporation of ARS Products
Inc.

Exhibit B - Bylaws of ARS Products Inc.




























































EXHIBIT A

CERTIFICATE OF INCORPORATION OF

ARS PRODUCTS INC.


 


CERTIFICATE OF INCORPORATION

        FIRST:  
The name of this corporation shall be:  ARS PRODUCTS INC.

        SECOND:  Its
registered office in the State of Delaware is to be located at 2711 Centerville
Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808.  The
name of its registered agent at such address is THE COMPANY CORPORATION.

        THIRD:  The
purpose or purposes of the corporation shall be:


  
    
      To engage in any lawful act or activity for which
      corporations may be

      organized under the General Corporation Law of Delaware.

    

  



        FOURTH:  The
total number of shares of stock which this corporation is authorized to issue
is:  Fifteen-hundred (1,500) shares of common stock with no par
value.

        FIFTH: The name and
address of the incorporator is as follows:


  
    
      
        
          Brandon Laramore

          2711 Centerville Road

          Suite 400

          Wilmington, Delaware 19808

        

      

    

  



        SIXTH: The Board of
Directors shall have the power to adopt, amend or repeal the by-laws.

        SEVENTH; No director shall be
personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such director as a director. Notwithstanding
the foregoing sentence, a director shall be liable to the extent provided by
applicable law, (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant  to Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article Seventh shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

        IN WITNESS WHEREOF, the
undersigned, being the incorporator herein before named, has executed
signed and acknowledged this certificate of incorporation.

 


  	
        
	Name: Brandon Laramore

              Incorporator




 




 

 


  	City of Wilmington

      County of New Castle

      Dated: March 21,2003




ORGANIZATION ACTION IN WRITING OF INCORPORATOR

OF

ARS PRODUCTS INC.

(Organized March 21, 2003)

            The
following action is taken this day through this instrument by the incorporator
of the above corporation:

1. The election of the following person[s] to serve as the
director[s] of the corporation until the first annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal:

SYDNEY HARLAND

RONALD MOODIE

 

	
    Name: 
	
	
     
	Brandon Laramore

    Incorporator


 
































































EXHIBIT B

BYLAWS OF

ARS PRODUCTS INC.
























































 


BY-LAWS

OF

ARS Products Inc.

 

ARTICLE I - OFFICES

 The principal office of the corporation in the State of NEW YORK shall be
located at 100 WALNUT STREET, CHAMPLAIN, NEW YORK 12919 County of CLINTON, NEW
YORK. The corporation may have such other offices, either within or without the
State of incorporation as the board of directors may designate or as the
business of the corporation may from time to time require.

ARTICLE II - STOCKHOLDERS

1.  ANNUAL MEETING.

      The annual meeting of the stockholders shall,
subject to the certificate of incorporation be held at such a place in or
outside the State of Delaware as the directors may determine for the purpose of
hearing and receiving the reports and statements required by the Act to be read
and laid before the stockholders at any annual meeting, electing directors,
reappointing, if necessary, the incumbent auditor and fixing or authorizing the
board of directors to fix his remuneration.  No other business shall be
transacted at the annual meeting of the stockholders unless such meeting is also
properly constituted as a special meeting of stockholders.

2. SPECIAL MEETINGS.

      Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by the directors, and shall Be called by the president at the
request of the holders of a SIMPLE MAJORITY 50.1

per cent of all the outstanding shares of the corporation entitled to vote at
the meeting.

3. PLACE OF MEETING.

      The directors may designate any place, either
within or without the State unless otherwise prescribed by statute, as the place
of meeting for any annual meeting or for any special meeting called by the
directors.  A waiver of notice signed by all stockholders entitled to vote
at a meeting may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting.  If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal office of the corporation.




 

4.   NOTICE OF MEETING.

   Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose of purposes for which the
meeting is called, shall be delivered not less than 10 DAYS nor more than 30
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, or 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 thereon prepaid.

5.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

     For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
directors of the corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, 30 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 15 days immediately preceding such meeting.  In lieu
of closing the stock transfer books, the directors may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than 5 days and, in case of a meeting of stockholders, not
less than 2 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 of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the 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.

6.  VOTING LISTS.

   The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least 30 days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of 30
days prior to such meeting, shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any stockholder at any time
during usual business hours.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any stockholder during the whole time of the meeting.  The original
stock transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.




 

7.  QUORUM.

     At any meeting of stockholders, more than 50% of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders.  If less
than said number of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice.  At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

8.   PROXIES.

     At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact.  Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.

9. VOTING.

     Each stockholder entitled to vote in accordance with
the terms and provisions of the certificate of incorporation and these by-laws
shall be entitled to one vote, in person or by

proxy, for each share of stock entitled to vote held by such stockholders.
Upon the  demand of any stockholder, the vote for directors and upon any
question before the meeting shall be by ballot. All elections for directors
shall be decided by plurality vote; all other questions shall be decided by
majority vote except as otherwise provided by the Certificate of Incorporation
or the laws of this State.

10.  ORDER OF BUSINESS.

     The order of business at all meetings of the
stockholders, shall be as follows;

       1.  Roll Call.

       2.  Proof of notice of meeting or
waiver of notice.

       3.  Reading of minutes of preceding
meeting.

       4.  Reports of Officers.

 




 

       5.  Reports of Committees.

       6.  Election of Directors.

       7.  Unfinished Business.

       8.  New Business.

 11.  INFORMAL ACTION BY STOCKHOLDERS.

     Unless otherwise provided by law, any action
required to be taken at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III - BOARD OF DIRECTORS

1.  GENERAL POWERS.

     The business and affairs of the corporation shall be
managed by its board of directors.  The directors shall in all cases act as
a board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as

they may deem proper, not inconsistent with these by-laws and the laws of
this State.

2.  NUMBER, TENURE AND QUALIFICATIONS.

      The number of directors of the corporation
shall be a minimum of 2. Each director shall hold office until the next annual
meeting of stockholders and until his successor shall have been elected and
qualified.

3.  REGULAR MEETINGS.

     A regular meeting of the directors, shall be held
without other notice than this by-law immediately after, and at the same place
as, the annual meeting of stockholders.  The directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.

4. SPECIAL MEETINGS.

     Special meetings of the directors may be called by
or at the request of the president or any two directors.  The person or
persons authorized to call special meetings of the directors may fix the place
for holding any special meeting of the directors called by them.




 

5.  NOTICE.

       Notice of any special meeting shall be
given at least 7 days previously thereto by written notice delivered personally,
or by fax or mailed to each director at his business address. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

6.  QUORUM.

      At any meeting of the directors a majority
shall constitute a quorum for the transaction of business, but if less than said
number is present at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.

7.  MANNER OF ACTING.

     The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the directors.

8.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the board for any
reason except the removal of directors without cause may be filled by a vote of
a majority of the directors then in office only if a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of more than 50% of the then outstanding stockholders entitled to vote. 
A director elected to fill a vacancy caused by resignation, death, or removal
shall be elected to hold office for the unexpired term of his predecessor.

9. REMOVAL OF DIRECTORS.

    Any or all of the directors may be removed by cause by a
majority vote of the stockholders.  Directors may be removed without cause
only by more than 50% of the then outstanding stock entitled to vote.




 

10.  RESIGNATION.

     A director may resign at any time by giving written
notice to the board, the president or the secretary of the corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

11.  C0MPENSATION.

     No compensation shall be paid to directors, as such, for
their services, but by resolution of the board a fixed sum and expenses for
actual attendance at each regular or special meeting of the board may be
authorized.  Nothing herein contained shall be

construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

12. PRESUMPTION OF ASSENT.

     A director of the corporation who is present at a
meeting of the directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who voted in
favor of such action.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution, may designate from among
its members an executive committee and other committees, each consisting of
three or more directors.  Each such committee shall serve at the pleasure
of the board.

ARTICLE IV - OFFICERS

1. NUMBER.

     The officers of the corporation shall be the
President and shall be elected by the directors.  Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
directors.

2.  ELECTION AND TERM OF OFFICE.

     The officers of the corporation to be elected by the
directors shall be elected annually at the first meeting of the directors held
after each annual meeting of the stockholders.  Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.




 

3. REMOVAL.

     Any officer or agent elected or appointed by the
directors may be removed by the directors whenever in their judgment the best
interests of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

4.  VACANCIES.

     A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
directors for the unexpired portion of the term.

5.  President

      The President shall be the Chief Executive
Officer of the Corporation and shall, subject to the control of the directors,
shall in general supervise and control all the business and affairs of the
corporation.  He shall be a director of the Corporation and

he shall, when present, preside at all meetings of the stockholders and of
the directors.  The President shall perform such other duties as may be
prescribed by the directors of the Corporation from time to time.

 6. SALARIES.

      The salaries of the officers shall be fixed
from time to time by the directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.  CONTRACTS.

      The directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation and such authority
may be general or confined to specific instances.

2. LOANS.

     No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the directors.  Such authority may be general
or confined to specific instances.




 

3.  CHECKS, DRAFTS, ETC.

     All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the directors.

4. DEPOSITS.

     All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the directors may select.

ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.  CERTIFICATES FOR SHARES.

     Certificates representing shares of the corporation
shall be in such form as shall be determined by the directors.  Such
certificates shall be signed by the president and by the secretary or by such
other officers authorized by law and by the directors. All certificates for
shares shall be consecutively numbered or otherwise identified.  The name
and address of the stockholders, the number of shares and date of issue, shall
be entered on the stock transfer books of the corporation.  All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the  former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued there for
upon such terms and indemnity to the corporation as the directors may prescribe.

2.  TRANSFERS OF SHARES.

     (a)  Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the corporation which shall be kept at
its principal office, 

     (b)  The corporation shall be entitled to treat
the holder of record of any share as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have express or other notice thereof, except as expressly provided by the laws
of this state.




 

ARTICLE VII - FISCAL YEAR

       The fiscal year of the corporation shall
end on the 31st Day of January in each year.

ARTICLE VIII - DIVIDENDS

       The directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.

ARTICLE IX - SEAL

     The directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, year of incorporation and the words,
"Corporate Seal".

ARTICLE X - WAIVER OF NOTICE

     Unless otherwise provided by law, whenever any
notice is required to be given to any stockholder or director of the corporation
under the provisions of these by-laws or under the provisions of the articles of
incorporation, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

ARTICLE XI - AMENDMENTS

     These by-laws may be altered, amended or repealed
and new by- laws may be adopted by a vote of the stockholders representing a
majority of all the shares issued and outstanding, at any annual stockholders'
meeting or at any special stockholders' meeting when the proposed amendment has
been set out in the notice of such meeting.

ARTICLE XII - INDEMNIFICATION

(a)  The corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the corporation to procure a judgment in its favor)
by reason of the fact that that person is or was an agent of the corporation,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with that proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of that person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or on
a plea of  nolo contenders or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a n-Lanner that the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe was unlawful.




 

(b)  The corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was an agent of the
corporation, against expenses actually and reasonably incurred by the person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner the person believed to be in the best interests of the
corporation and its shareholders.  No indemnification shall be made for any
of the following:

   (1) Any claim, issue, or matter for which any person has been
adjudged liable to the corporation in the performance of that person's duty to
the corporation and its shareholders, unless and only to the extent that the
court where the proceeding was or is pending determines on application that, in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for expenses, and then only to the extent that the court
determines,

   (2) Amounts paid in settling or otherwise, disposing of a
threatened or pending action without court approval; or

   (3)  Expenses incurred in defending a threatened or pending
action that is settled or otherwise disposed of without court approval.