ex10.1



 






PLAN AND AGREEMENT OF TRIANGULAR MERGER

BETWEEN

ARS NETWORKS, INCORPORATED (a New Hampshire corporation)

ARS PRODUCTS INC. (a Delaware corporation)

AND

HMM CAPITAL HOLDINGS, INC. (a Nevada corporation)






ARS NETWORKS, INCORPORATED, a New Hampshire
corporation ("ARSN"), ARS PRODUCTS INC., a Delaware corporation ("ARS
Products"), and HMM CAPITAL HOLDINGS, INC., a Nevada corporation ("HMM
Capital"), hereby agree as follows:


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


WHEREAS, the stockholders of HMM Capital desire
to cause the merger of HMM Capital 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  issued and authorized
common stock of HMM Capital, par value $0.0001 per share (the "HMM Capital
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 HMM Capital 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)                
HMM Capital 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 HMM Capital shall cease and the Surviving Corporation shall
succeed, without other transfer, to all the rights and properties of HMM
Capital 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 HMM Capital, 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 HMM Capital will surrender all of their
shares of the HMM Capital Stock in the manner hereinafter set forth.


(h)                
In exchange for the shares of HMM Capital Stock surrendered by
the stockholders of HMM Capital, 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 HMM Capital 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 HMM Capital 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 HMM Capital shall
surrender their stock certificates representing the HMM Capital 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 HMM Capital currently own 10,000,000 shares
of the HMM Capital Stock, which shares constitute all of the issued and
outstanding shares of the capital stock of HMM Capital.  As a result of the Merger, the stockholders
of HMM Capital shall be entitled to receive, in exchange for all HMM Capital
Stock, 10,000,000 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.  Not Applicable.


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.


11.                
Copies of the Plan of Merger.  A copy of this Plan of Merger is on file at
100 Walnut Street, Champlain, New York 12919, the principal offices of HMM
Capital, 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 HMM
Capital, ARSN, or ARS Products, on written request and without cost.


 


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12.                
Representations and Warranties of HMM Capital.  HMM Capital represents and warrants to ARSN
and ARS Products as follows:


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


(b)                
Capitalization. 
The authorized capital stock of HMM Capital consists of 300,000,000
shares of common stock, with a par value of $0.0001 per share (the "HMM Capital
Stock" herein).  As of the date of this
Plan of Merger, there are 10,000,000 shares of the HMM Capital Stock issued and
outstanding.  Each outstanding share of
the HMM Capital 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 HMM Capital.  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
HMM Capital or any security or other instrument convertible into or
exchangeable for the capital stock of HMM Capital.


(c)                
Financial Condition. 
HMM Capital has furnished to ARSN and ARS Products an unaudited balance
sheet of HMM Capital 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 HMM Capital; (ii) fairly
presents the financial condition of HMM Capital 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 HMM Capital, 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 HMM Capital 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, HMM Capital 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 HMM Capital, 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.  HMM Capital (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 HMM Capital; (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 HMM
Capital 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 HMM Capital or its stockholders) with
respect to HMM Capital, its stockholders, or any of their business, properties,
or assets.  HMM Capital is not affected
by any present or threatened strike or other labor disturbance nor, to the
knowledge of HMM Capital or its stockholders, is any union attempting to
represent any employee of HMM Capital as collective bargaining agent.  HMM Capital is not in violation of, or in
default with respect to, any law, rule, regulation, order, judgment, or decree;
nor is HMM Capital or its stockholders required to take any action in order to
avoid such a violation or default.


(g)                
Properties.  HMM
Capital 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 HMM
Capital lies in an area which is, or to the knowledge of HMM Capital 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 HMM Capital is now engaged or the business
in which it contemplates engaging.


(ii)                
The real and other properties and assets owned, leased, or
licensed by HMM Capital constitute all such properties and assets which are
necessary to the business of HMM Capital 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 HMM Capital or its stockholders.  HMM Capital has furnished to ARSN and ARS
Products the articles of incorporation and bylaws of HMM Capital and all
amendments thereto, as presently in effect, certified by the Secretary of the
corporation.  Neither HMM Capital 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.  HMM
Capital has no employees on the date of this Plan of Merger.


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


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 HMM Capital for the execution, delivery, or performance
of this Plan of Merger by HMM Capital. 
No consent of any party to any contract, agreement, instrument, lease,
license, arrangement, or understanding to which HMM Capital 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 HMM Capital or violate,
result in a breach of, or conflict with any law, rule, regulation, order,
judgment, or decree binding on HMM Capital or to which any of its operations,
business, properties, or assets are subject.


 


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(k)                
Completeness of Disclosure.  No representation or warranty by HMM Capital 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
HMM Capital 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 HMM Capital and
regardless of knowledge or lack thereof on the part of HMM Capital or changes
beyond its control; (ii) as of the Effective Date, HMM Capital 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 HMM Capital
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 HMM Capital 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
HMM Capital.


(d)                
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.


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 HMM Capital, addressed to Mr. George Perlin, 100
Walnut Street, Champlain, New York 12919, telecopier (518) 298-2813, and e-mail
gipco@sympatico.ca; 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
Clinton County, New York.


 


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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 24, 2003.




  		ARS NETWORKS, INCORPORATED
	 	





By                                                                                           
      
	 	    Sydney A. Harland, President
	 	 
	 	 
	 	ARS PRODUCTS INC.
	 	





By                                                                                           
      
	 	    Sydney A. Harland, President
	 	 
	 	 
	 	HMM CAPITAL HOLDINGS, INC.
	 	





By                                                                                           
      
	 	    George Perlin,
President





 




Attachments:

Exhibit A - Certificate of Incorporation of ARS Products
Inc.

Exhibit B - Bylaws of ARS Products Inc.






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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.