**EXHIBIT 3(2)**

 

BY-LAWSofKENILWORTH SYSTEMS CORPORATION

 

ARTICLE I.

 

MEETINGS OF SHAREHOLDERS

 

SECTION 1.Annual Meeting. A meeting of shareholders shall be held annually for theelection of directors and the transaction of such other business as may properlycome before the meeting on the third Tuesday in June in each and every year,unless such day shall fall on a legal holiday, in which case such meeting shallbe held on the next succeeding business day.

 

SECTION 2.Special Meetings. Special meetings of the shareholders for any purpose may becalled by the Board of Directors or the President, and shall be called by thePresident at the written request of the holders of record of twenty-fivepercent of the outstanding shares of the Corporation entitled to vote at suchmeeting. Special meetings shall be held at such time as may be fixed in thecall and stated in the notice of meeting or waiver thereof. At any such specialmeeting only such business may be transacted as is related to the purposes setforth in the notice of meeting.

 

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SECTION 3.Place of Meetings. Meetings of shareholders shall be held at such place, withinor without the State of New York or the United States of America, as may befixed in the call and notice of meeting or waiver thereof.

 

SECTION 4.Notice of Meetings. Notice of each meeting of shareholders shall be given inwriting and shall state the place, date and hour of the meeting and, in thecase of special meetings, (i) the purpose or purposes for which the meeting iscalled and (ii) at whose direction the notice is being issued.

 

A copy of thenotice of any meeting shall be given, personally or by mail, not less than tennor more than fifty days before the date of the meeting, to each shareholderentitled to vote at such meeting.

 

SECTION 5.Waiver of Notice. Notice of any meeting need not be given to any shareholderwho submits a signed waiver of notice, in person or by proxy, whether before orafter the meeting. The attendance of any shareholder at a meeting, in person orby proxy, without protesting prior to the conclusion of the meeting the lack ofnotice of such meeting, shall constitute a waiver of notice by him.

 

SECTION 6.Qualification of Voters. Except as may otherwise be provided in the Certificateof Incorporation, every shareholder of record shall be entitled at everymeeting of shareholders to one vote for every share standing in his name on therecord of shareholders.

 

Shares of theCorporation standing in the name of another domestic or foreign corporation ofany type or kind may be voted by such officer, agent or proxy as the by-laws orsimilar regulations of such corporation may provide, or in the absence of suchprovision, as the Board of Directors of such corporation may determine.

 

SECTION 7.Quorum. At any meeting of the shareholders the presence, in person or by proxy,of the holders of a majority of the shares entitled to vote thereat shallconstitute a quorum for the transaction of any business. When a quorum is oncepresent to organize a meeting, it is not broken by the subsequent withdrawal ofany shareholders. The shareholders present may adjourn the meeting despite theabsence of a quorum.

 

SECTION 8.Proxies. Every shareholder entitled to vote at a meeting of shareholders or toexpress consent or dissent without meeting may authorize another person orpersons to act for him by proxy. Every proxy must be signed by the shareholderor his attorney-in-fact. No proxy shall be valid after the expiration of elevenmonths from the date thereof unless otherwise provided in the proxy. Everyproxy shall be revocable at the pleasure of the shareholder executing it,except as otherwise provided therein and as permitted by law.

 

SECTION 9.Voting. Directors shall be elected by a plurality of the votes cast at ameeting of shareholders by the holders of shares entitled to vote in theelection. Whenever any corporate action, other than the election of directors,is to be taken by vote of the shareholders, it shall, except as otherwiserequired by law, be

 

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authorized by a majority of thevotes cast thereat in person or by proxy.

 

SECTION 10.Consents. Whenever the shareholders are required or permitted to take anyaction by vote, such action may be taken without a meeting on written consent,setting forth the action so taken, signed by the holders of all outstandingshares entitled to vote thereon.

 

ARTICLE II.

 

BOARD OF DIRECTORS

 

SECTION 1.Power of Board and Qualification of Directors. The business of the Corporationshall be managed by the Board of Directors, each of whom shall be at leasteighteen years of age.

 

SECTION 2.Number of Directors. The number of directors constituting the entire Board ofDirectors shall be such number not less than three (3) nor more than fifteen(15) as may be fixed from time to time by resolution adopted by theshareholders or by the Board.

 

SECTION 3.Election and Term of Directors. At each annual meeting of shareholders,directors shall be elected to hold office until the next annual meeting. Eachdirector shall hold office until the expiration of the term for which he iselected, and until his successor has been elected and qualified.

 

 SECTION 4. Resignations. Any director of theCorporation may resign at any time by giving written notice to the Board ofDirectors or to the President or to the Secretary of the Corporation. Suchresignation shall take effect at the time specified therein; and unlessotherwise specified therein the acceptance of such resignation shall not benecessary to make it effective.

 

SECTION 5.Removal of Directors. Any or all of the directors may be removed with orwithout cause by vote of the shareholders.

 

SECTION 6.Newly Created Directorships and Vacancies. Newly created directorshipsresulting from an increase in the number of directors and vacancies occurringin the Board of Directors for any reason whatsoever, including the removal ofdirectors without cause, shall be filled by vote of a majority of the directorsthen in office, although less than a quorum exists. A director elected to filla vacancy or a newly created directorship shall be elected to hold office untilthe next annual meeting of shareholders, and until his successor has beenelected and qualified.

 

SECTION 7.Executive and Other Committees of Directors. The Board of Directors, byresolution adopted by a majority of the entire Board, may designate from amongits members an executive committee and other committees to serve at thepleasure of the Board of Directors, each consisting of three or more directors,and each of which, to the extent provided in the resolution and permitted bylaw, shall have all the authority of the Board. The Board of Directors maydesignate one or

 

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more directors as alternatemembers of any such committee, who may replace any absent member or members atany meeting of such committee.

 

SECTION 8.Compensation of Directors. The Board of Directors shall have authority to fixthe compensation of directors for services in any capacity, or to allow a fixedsum plus expenses, if any, for attendance at meetings of the Board or ofcommittees of directors.

 

ARTICLE III.

 

MEETINGS OF THE BOARD

 

SECTION 1.Regular Meetings. Regular meetings of the Board of Directors may be heldwithout notice at such times and places, within or without the State of NewYork or the United States of America, as may from time to time be fixed by theBoard.

 

SECTION 2.Special Meetings; Notice; Waiver. Special meetings of the Board of Directorsmay be held at any time and place, within or without the State of New York orthe United States of America, upon the call of the President by oral,telegraphic or written notice, duly given to or sent or mailed to each directornot less than two days before such meeting. Special meetings shall be called bythe President on the written request of any two directors.

 

Notice of aspecial meeting need not be given to any director who submits a signed waiverof notice whether before or after the meeting, or who attends the meetingwithout protesting, prior thereto or at its commencement, the lack of notice tohim.

 

A notice, orwaiver of notice, need not specify the purpose of any special meeting of theBoard of Directors.

 

SECTION 3.Quorum; Action by the Board; Adjournment. At all meetings of the Board ofDirectors, a majority of the entire Board shall constitute a quorum for thetransaction of business, except that when the number of directors constitutingthe whole Board shall be an even number, one-half of that number shallconstitute a quorum.

 

The vote of amajority of the directors present at the time of the vote, if a quorum ispresent at such time, shall be the act of the Board, except as may be otherwisespecifically provided by the Certificate of Incorporation or by these By-laws.

 

A majority ofthe directors present, whether or not a quorum is present, may adjourn anymeeting to another time and place.

 

SECTION 4.Action Without a Meeting. Any action required or permitted to be taken by theBoard or any committee thereof may be taken without a meeting if all members ofthe Board or the committee consent in writing to the adoption of a resolutionauthorizing the action, and such resolution and the written consent thereto bythe members of the Board or the committee shall be filed with the minutes ofthe proceedings of the Board or committee.

 

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SECTION 5.Conference Telephone. Any one or more members of the Board or any committeethereof may participate in a meeting of such Board or committee by means of aconference telephone or similar communications equipment allowing all personsparticipating in the meeting to hear each other at the same time. Participationby such means shall constitute presence in person at a meeting.

 

ARTICLE IV.

 

OFFICERS

 

SECTION 1.Officers. The Board of Directors shall elect a President, a Secretary and aTreasurer of the Corporation and from time to time may elect or appoint one ormore Vice Presidents and such other officers as it may determine. Any two ormore offices may be held by the same person, except the offices of Presidentand Secretary, unless all of the issued and outstanding stock of theCorporation is owned by one person, in which event such person may hold all orany combination of offices.

 

SECTION 2.Term of Office; Removal. Each officer shall hold office for such term as may beprescribed by the Board and until his successor has been elected or appointedand qualified. Any officer may be removed by the Board with or without cause.The removal of an officer without cause shall be without prejudice to hiscontract rights, if any. The election or appointment of an officer shall not ofitself create contract rights.

 

SECTION 3.Powers and Duties. The officers of the Corporation shall each have such powersand authority and perform such duties in the management of the property andaffairs of the Corporation as from time to time may be prescribed by the Boardof Directors and, to the extent not so prescribed, they shall each have suchpowers and authority and perform such duties in the management of the affairsand property of the Corporation, subject to the control of the Board, asgenerally pertain to their respective offices.

 

Securities ofother corporations held by the Corporation may be voted by any officerdesignated by the Board and, in the absence of any such designation, by thePresident, any Vice President, the Secretary or the Treasurer.

 

The Board mayrequire any officer to give security for the faithful performance of hisduties.

 

SECTION 4.Compensation. The compensation of all officers of the Corporation shall befixed by the Board of Directors.

 

ARTICLE V.

 

SHARE CERTIFICATES

 

SECTION 1.Form of Share Certificates. The shares of the Corporation shall be representedby certificates, in such form as the Board of Directors may from time to timeprescribe, signed by the President or a Vice President and the Secretary or anAssistant 

 

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Secretary or the Treasurer oran Assistant Treasurer, and shall be sealed with the seal of the Corporation ora facsimile thereof.

 

SECTION 2.Registration of Transfers. Shares of the Corporation shall be transferable onlyupon the books of the Corporation, by the person specified by the certificaterepresenting such shares or by special endorsement to be entitled to suchshares, or by the duly authorized attorney or legal representative of suchperson.

 

ARTICLE VI.

 

MISCELLANEOUS PROVISIONS

 

SECTION 1.Corporate Seal. The corporate seal shall have inscribed thereon the name of theCorporation and shall be in such form as the Board of Directors may from timeto time determine.

 

SECTION 2.Fiscal Year. The fiscal year of the Corporation shall be the twelve monthsending December 31 or such other period as may be prescribed by the Board ofDirectors.

 

SECTION 3.Checks and Notes. All checks or demands for money and notes or otherinstruments evidencing indebtedness or obligations of the Corporation shall besigned by such officer or officers or other person or persons as shall bethereunto authorized from time to time by the Board of Directors.

 

 

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**Exhibit 10**

 

KENILWORTH SYSTEMS CORPORATIONPERFORMANCE AND EQUITY INCENTIVE PLAN

 

INCORPORATED BY REFERNCEDECEMBER 3, 2000

 

INCORPORATED BY REFERENCEANNUAL REPORT ON FORM 10-K DECEMBER 31, 2001AND PROXY MATERIALSHAREHOLDERS MEETING JULY 17, 2002

 

 

 

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