KEYSTONE CONSOLIDATED INDUSTRIES, INC. AMENDED AND RESTATED BYLAWS
                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                             a Delaware corporation
                  (Amended and Restated as of August 31, 2005)

       KEYSTONE CONSOLIDATED INDUSTRIES, INC. AMENDED AND RESTATED BYLAWS

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                               <C>
TABLE OF CONTENTS.................................................................................................i
ARTICLE I.  REGISTERED AGENT AND OFFICES..........................................................................1
         Section 1.1.  Registered Agent and Office................................................................1
         Section 1.2.  Other Offices..............................................................................1
ARTICLE II.  MEETINGS OF STOCKHOLDERS.............................................................................2
         Section 2.1.  Place and Time of Meetings.................................................................2
         Section 2.2.  Business to be Transacted at Meetings......................................................3
         Section 2.3.  Notice.....................................................................................5
         Section 2.4.  List of Stockholders.......................................................................5
         Section 2.5.  Quorum.....................................................................................6
         Section 2.6.  Proxies....................................................................................7
         Section 2.7.  Order of Business..........................................................................8
         Section 2.8.  Appointment of Inspectors of Election......................................................9
         Section 2.9.  Action Without a Meeting..................................................................10
         Section 2.10.  Fixing A Record Date.....................................................................12
         Section 2.11.  Telephone Meetings.......................................................................14
         Section 2.12.  Minutes..................................................................................15
ARTICLE III.  DIRECTORS..........................................................................................15
         Section 3.1.  Number, Qualifications and Term of Office.................................................15
         Section 3.2.  Nomination of Director Candidates.........................................................17
         Section 3.3.  Removals..................................................................................19
         Section 3.4.  Vacancies.................................................................................19
         Section 3.5.  Annual Meeting............................................................................20
         Section 3.6.  Other Meetings and Notice.................................................................21
         Section 3.7.  Quorum....................................................................................21
         Section 3.8.  Committees................................................................................22
         Section 3.9.  Committee Rules...........................................................................23
         Section 3.10.  Telephonic Meetings......................................................................23
         Section 3.11.  Presumption of Assent....................................................................24
         Section 3.12.  Action Without a Meeting.................................................................24
         Section 3.13.  Compensation.............................................................................25
         Section 3.14.  Minutes..................................................................................25
ARTICLE IV.  OFFICERS............................................................................................25
         Section 4.1.  Number....................................................................................25
         Section 4.2.  Election and Term of Office...............................................................26
         Section 4.3.  The Chairman of the Board.................................................................26
         Section 4.4.  The Vice Chairman of the Board............................................................27
         Section 4.5.  The President.............................................................................28
         Section 4.6.  The Chief Executive Officer...............................................................29
         Section 4.7.  The Chief Financial Officer...............................................................29
         Section 4.8.  Vice Presidents...........................................................................30
         Section 4.9.  The Secretary and Assistant Secretary.....................................................30
         Section 4.10.  The Treasurer and Assistant Treasurer....................................................31
         Section 4.11.  Vacancies................................................................................32
         Section 4.12.  Other Officers, Assistant Officers and Agents............................................33
         Section 4.13.  Normal Duties and Responsibilities of Officers...........................................33
ARTICLE V.  INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND OTHERS......................................34
         Section 5.1.  Indemnification...........................................................................34
         Section 5.2.  Advancement of Expenses...................................................................35
         Section 5.3.  Expenses of Contested Indemnification Claims..............................................35
         Section 5.4.  Indemnification Not Exclusive.............................................................36
         Section 5.5.  Survival of Indemnification and Advancement of Expenses...................................36
         Section 5.6.  Employees, Agents and Others..............................................................37
         Section 5.7.  Contract Right............................................................................37
         Section 5.8.  Insurance.................................................................................38
         Section 5.9.  Certain References Under Article V........................................................38
ARTICLE VI.  STOCK CERTIFICATES..................................................................................39
         Section 6.1.  Form......................................................................................39
         Section 6.2.  Transfers.................................................................................40
         Section 6.3.  Lost or Destroyed Certificates............................................................41
         Section 6.4.  Registered Stockholders...................................................................41
         Section 6.5.  Restrictions on Transfers of Shares.......................................................42
ARTICLE VII.  CERTAIN BUSINESS COMBINATIONS......................................................................42
ARTICLE VIII. GENERAL PROVISIONS.................................................................................43
         Section 8.1.  Dividends.................................................................................43
         Section 8.2.  Accounts..................................................................................43
ARTICLE IX.  NOTICES.............................................................................................45
         Section 9.1.  General...................................................................................45
         Section 9.2.  Waivers...................................................................................45
         Section 9.3.  Attendance as Waiver......................................................................46
         Section 9.4.  Omission of Notice to Stockholders........................................................46
</TABLE>


                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                             a Delaware corporation
                  (Amended and Restated as of August __, 2005)

-------------------------------------------------------------------------------

                                   ARTICLE I.
                          REGISTERED AGENT AND OFFICES

     Section 1.1.  Registered Agent and Office.  The registered agent and office
of the  corporation  shall be such  person or entity  and  located at such place
within the state of  Delaware  as the board of  directors  may from time to time
determine.

     Section 1.2. Other Offices.  The  corporation may also have offices at such
other  places,   both  within  and  without  the  state  of  Delaware,   as  the
corporation's board of directors may from time to time determine or the business
of the corporation may require.

                                   ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

     Section 2.1. Place and Time of Meetings.  All meetings of the  stockholders
shall be held on such date and at such time and  place,  within or  without  the
state of Delaware,  as shall be  determined,  from time to time, by the board of
directors or by means of remote  communication.  The place at which a meeting of
stockholders shall be held shall be stated in the notice and call of the meeting
or a duly  executed  waiver of notice  thereof.  The chairman of the board,  the
president, the chief executive officer, the board of directors or the holders of
at least 15 percent of the shares of the  corporation  that would be entitled to
vote at such a meeting may call special meetings of  stockholders.  If a special
meeting is called by any person or  persons  other than the board of  directors,
the request  shall be in writing,  specifying  the time of such  meeting and the
general nature of the business proposed to be transacted, and shall be delivered
personally  or  sent by  registered  mail or by  facsimile  transmission  to the
chairman  of the  board,  the  president,  the chief  executive  officer  or the
secretary  of the  corporation.  No business may be  transacted  at such special
meeting other than specified in such notice.  Nothing  contained in this Section
shall be construed as limiting,  fixing, or affecting the time when a meeting of
stockholders called by action of the board of directors may be held.

     Section 2.2.  Business to be  Transacted  at Meetings.  At a meeting of the
stockholders,  only such business shall be conducted as shall have been properly
brought before the meeting.  To be properly  brought  before a special  meeting,
business  must be  specified  in the notice of the  meeting  (or any  supplement
thereto). To be properly brought before an annual meeting,  business must be (a)
specified in the notice of the meeting (or any  supplement  thereto) given by or
at the  direction of the board of  directors,  (b)  otherwise  properly  brought
before  the  meeting by or at the  direction  of the board of  directors  or (c)
otherwise properly brought before the meeting by a stockholder.  For business to
be properly  brought before an annual meeting by a stockholder,  the stockholder
must, in addition to any requirements imposed by federal securities law or other
applicable laws, have given timely notice thereof in writing to the secretary of
the corporation. To be timely for an annual meeting, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of the
corporation,  no later  than (i) if the  corporation  mailed  notice of the last
annual  meeting or publicly  disclosed  the date of such  meeting and the annual
meeting  for the current  year has not  changed  more than thirty days from such
date (as if in the current year), forty-five days before the earlier of the date
(as if in the  current  year)  of such  mailing  or  public  disclosure  or (ii)
otherwise ninety days prior to the annual meeting. A stockholder's notice to the
secretary  with regard to an annual  meeting shall set forth as to each order of
business that the  stockholder  proposes to bring before the meeting (a) a brief
description  of such business  desired to be brought  before the meeting and the
reasons for  conducting  such business at the annual  meeting,  (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business,  (c) the class and number of shares of the  corporation  that are
beneficially  owned by the  stockholder  and (d) any  material  interest  of the
stockholder  in such  business.  The chairman of the meeting may refuse to bring
before a meeting  any  business  not  properly  brought  before  the  meeting in
compliance with this section.

     Section 2.3.  Notice.  Notice of the time and place of an annual meeting of
stockholders  and notice of the time, place and purpose or purposes of a special
meeting  of the  stockholders  shall  be given by  remote  communications  or by
mailing  written or  printed  notice of the same not less than 10, nor more than
60, days prior to the meeting,  with postage  prepaid,  to each  stockholder  of
record of the corporation entitled to vote at such meeting, and addressed to the
stockholder's  last known post office address or to the address appearing on the
corporate books of the corporation.

     Section 2.4.  List of  Stockholders.  The officer or agent having charge of
the stock transfer books of the corporation  shall make, at least 10 days before
every meeting of the stockholders,  a complete list of the stockholders entitled
to vote at such meeting arranged in alphabetical  order,  specifying the address
of and the number of shares  registered  in the name of each  stockholder.  Such
list  shall  be open to the  examination  of any  stockholder,  for any  purpose
germane to the  meeting for a period of at least 10 days prior to the meeting on
a reasonably  accessible  electronic network or, during ordinary business hours,
at the principal  place of business of the  corporation.  The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected  by any  stockholder  who is present.  The original
stock transfer  books shall be the only evidence as to who are the  stockholders
entitled to examine such list or transfer book or to vote at any such meeting of
stockholders.

     Section 2.5. Quorum.  The holders of a majority of the votes entitled to be
cast at any meeting of stockholders,  counted as a single class if there be more
than one class of stock  entitled to vote at such meeting,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders  except as otherwise  provided by statute or by the  certificate of
incorporation.  Once a quorum is present at a meeting of the  stockholders,  the
stockholders  represented  in person or by proxy at the meeting may conduct such
business as may be properly  brought  before the meeting  until it is adjourned,
and the subsequent withdrawal from the meeting by any stockholder or the refusal
of any  stockholder  represented  in person or by proxy to vote shall not affect
the  presence  of a quorum  at the  meeting.  If a quorum  is not  present,  the
chairman  of the  meeting  or the  holders  of the  shares  present in person or
represented  by proxy at the meeting,  and entitled to vote thereat,  shall have
the power, by the affirmative  vote of the holders of a majority of such shares,
to adjourn the meeting to another time and/or place.  Unless the  adjournment is
for more than thirty  days or unless a new record date is set for the  adjourned
meeting,  no notice of the  adjourned  meeting need be given to any  stockholder
provided that the time and place of the adjourned  meeting were announced at the
meeting  at which the  adjournment  was  taken.  At the  adjourned  meeting  the
corporation  may transact any business  that might have been  transacted  at the
original meeting.

     Section 2.6.  Proxies.  Each  stockholder  entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy. A telegram, telex, cablegram or reliable electronic transmission executed
or duly authorized by the stockholder, or a photographic, photostatic, facsimile
or  reliable  reproduction  of a  writing  executed  or duly  authorized  by the
stockholder  shall be treated as an  execution  in writing for  purposes of this
section.  No  proxy  shall  be  valid  after  three  years  from the date of its
execution unless otherwise  provided in the proxy. Each proxy shall be revocable
unless the proxy form conspicuously states that the proxy is irrevocable and the
proxy is coupled with an interest.

     Section  2.7.  Order of  Business.  The  order  of  business  at each  such
stockholders  meeting shall be as determined by the chairman of the meeting. One
of the  following  persons,  in the order in which they are  listed  (and in the
absence of the first,  the next,  and so on),  shall  serve as  chairman  of the
meeting: the chairman of the board, vice chairman of the board,  president,  the
chief  executive  officer,  vice  presidents (in the order of their seniority if
more than one) and  secretary.  The chairman of the meeting shall have the right
and authority to prescribe such rules,  regulations and procedures and to do all
such acts and things as are necessary or desirable for the proper conduct of the
meeting, including,  without limitation, the establishment of procedures for the
maintenance  of order and safety,  limitations on the time allotted to questions
or  comments on the affairs of the  corporation,  restrictions  on entry to such
meeting after the time prescribed for the commencement  thereof, and the opening
and closing of the voting polls.

     Section 2.8. Appointment of Inspectors of Election.  The board of directors
shall appoint one or more inspectors of election  ("inspectors")  to act at such
meeting or any  adjournment  or  postponement  thereof and make a written report
thereof.  The board of directors  may designate one or more persons as alternate
inspectors  to  replace  any  inspector  who fails to act.  If no  inspector  or
alternate  is so  appointed  or if no inspector or alternate is able to act, the
chairman of the board,  the vice  chairman of the board,  the  president  or the
chief  executive  officer  shall  appoint one or more  inspectors to act at such
meeting.  Each  inspector,  before  entering  upon the  discharge  of his or her
duties,  shall  take  and sign an oath  faithfully  to  execute  the  duties  of
inspector  with  strict  impartiality  and  according  to the best of his or her
ability.  The  inspectors  may  be  directors,  officers  or  employees  of  the
corporation.

     Section 2.9. Action Without a Meeting.

          (a) Any  action to be taken at a meeting of the  stockholders,  may be
     taken without a meeting,  without  prior  notice,  and without a vote, if a
     consent or consents in writing, setting forth the action so taken, shall be
     signed by the holder or holders of shares  having not less than the minimum
     number of votes that would be necessary to take such action at a meeting at
     which the holders of all shares entitled to vote on the action were present
     and voted.

          (b) Every written consent of the  stockholders  shall bear the date of
     signature of each  stockholder  who signs the consent.  No written  consent
     shall be  effective  to take the action  that is the subject of the consent
     unless,  within  60 days  after  the  date of the  earliest  dated  consent
     delivered  to the  corporation  as  provided  below,  a consent or consents
     signed by the holder or holders of shares  having not less than the minimum
     number of votes that  would be  necessary  to take the  action  that is the
     subject of the consent are delivered to the  corporation by delivery to its
     registered office, its principal place of business,  or an officer or agent
     of the  corporation  having  custody of the books in which  proceedings  of
     meetings of the stockholders  are recorded.  Such delivery shall be made by
     hand or by certified or registered mail, return receipt  requested,  and in
     the case of  delivery to the  corporation's  principal  place of  business,
     shall be  addressed  to the  president  or chief  executive  officer of the
     corporation.

          (c) A telegram, cablegram or electronic transmission by a stockholder,
     or a photographic, photostatic, facsimile or other reliable reproduction of
     a writing  signed or  transmitted  by a  stockholder,  shall be regarded as
     signed by the stockholder for the purposes of this section.

          (d) Prompt notice of the taking of any action by stockholders  without
     a meeting by less than  unanimous  written  consent shall be given to those
     stockholders  who did not  consent in writing to the action and who, if the
     action had been taken at a meeting,  would have been  entitled to notice of
     the  meeting if the  record  date for such  meeting  had been the date that
     written  consents  signed by a  sufficient  number of  holders  to take the
     action were delivered to the corporation.

     Section  2.10.  Fixing A Record  Date.  In order that the  corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or entitled  to express  consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the board of directors may fix, in
advance,  a record  date,  which shall not be more than 60 nor less than 10 days
before  the date of such  meeting,  nor  more  than 60 days  prior to any  other
action.

     If the board of directors does not so fix a record date:

          (a) The record date for determining stockholders entitled to notice of
     or to vote at a meeting of  stockholders  shall be at the close of business
     on the day next  preceding the day on which notice is given,  or, if notice
     is waived,  at the close of business on the day next  preceding  the day on
     which the meeting is held.

          (b) The record date for determining  stockholders  entitled to express
     consent to  corporate  action in writing  without a meeting,  when no prior
     action by the board of  directors is  necessary,  shall be the day on which
     the first written consent is expressed.

          (c) The record date for determining stockholders for any other purpose
     shall  be at the  close  of  business  on the day on  which  the  board  of
     directors adopts the resolution relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

     Section 2.11. Telephone Meetings.  Stockholders may participate in and hold
a meeting by means of conference telephone or similar communication equipment by
means of which all  persons  participating  in the  meeting can hear each other.
Participation  in such a  meeting  shall  constitute  presence  in person at the
meeting,  except  where a person  participates  in the  meeting  for the express
purpose of objecting to the  transaction  of any business on the ground that the
meeting is not lawfully called or convened.

     Section 2.12.  Minutes.  The  stockholders  shall cause regular  minutes of
their  proceedings  to be kept,  and such minutes  shall be placed in the minute
book of the corporation.

                                  ARTICLE III.
                                    DIRECTORS

     Section 3.1. Number,  Qualifications  and Term of Office.  The business and
affairs of the corporation shall be managed by a board of directors.  Subject to
the  preferential  voting rights of the holders of preferred  stock or any other
class of capital stock of the  corporation or any series of any of the foregoing
that is then  outstanding,  the board of directors  shall consist of one or more
members.  The number of members  of the board of  directors  shall be fixed from
time to time (i) by the board of directors pursuant to a resolution adopted by a
majority of the entire board of directors or (ii) by the  stockholders  pursuant
to a  resolution  adopted  by a  majority  of  the  holders  of  shares  of  the
corporation entitled to vote for the election of directors;  provided,  however,
that if the stockholders  have acted to fix the number of directors,  any action
by the board of directors to fix another  number shall only become  effective on
or after the first annual meeting of stockholders  that follows such stockholder
action.   Each  director   shall  be  elected  at  the  annual  meeting  of  the
stockholders, except as provided in Section 3.4, and each director elected shall
hold office until the next annual meeting of  stockholders  and until his or her
successor  is duly  elected and  qualified  or until his or her  earlier  death,
resignation or removal. No reduction of the authorized number of directors shall
have the effect of removing any director  before that  director's  term expires.
Notwithstanding  anything herein or in this document to the contrary,  until the
later of either (i) August 31, 2008 or (ii) the  obligations of the  corporation
and its  affiliates  under the New Secured Note (as that term is defined in that
certain Debtors' Third Amended Joint Plan of Reorganization  Pursuant to Chapter
11 of the United  States  Bankruptcy  Code (the "Plan")  confirmed by the United
States  Bankruptcy  Court for the Eastern District of Wisconsin (the "Court") on
August 10, 2005, in case number 04-22421, named In re FV Steel and Wire Company,
et al.) are  satisfied:  (y) the number of members of the board of  directors of
the corporation  shall be fixed at seven (7) , and (z) vacancies of the board of
directors of the corporation shall be filled pursuant to the terms of section 11
of the Lock-Up Agreement (as identified by and defined in the Plan).

     Section 3.2. Nomination of Director Candidates. Subject to the preferential
voting  rights of the holders of  preferred  stock or any other class of capital
stock of the  corporation  or any  series of any of the  foregoing  that is then
outstanding,  nominations for the election of directors may be made by the board
of  directors  or by any  stockholder  entitled  to  vote  for the  election  of
directors.  Any stockholder entitled to vote for the election of a director at a
meeting may nominate  persons for whom such stockholder may vote only if written
notice of such stockholder's  intent to make such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the secretary of
the  corporation not later than (a) with respect to an election to be held at an
annual meeting of stockholders, (i) if the corporation mailed notice of the last
annual  meeting or publicly  disclosed  the date of such  meeting and the annual
meeting  for the current  year has not  changed  more than thirty days from such
date (as if in the current year), forty-five days before the earlier of the date
(as if in the  current  year)  of such  mailing  or  public  disclosure  or (ii)
otherwise  ninety days prior to the annual  meeting  and (b) with  respect to an
election to be held at a special  meeting of  stockholders  for the  election of
directors,  the close of business on the tenth day  following  the date on which
notice of such  meeting is first given to  stockholders.  Each such notice shall
set forth:  (a) the name and address of the  stockholder who intends to make the
nomination  and of  the  person  or  persons  intended  to be  nominated;  (b) a
representation  that the  stockholder  is a  holder  of  record  of stock of the
corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the  meeting to  nominate  the person or  persons  specified  in the
notice;  (c) a description of all  arrangements  or  understandings  between the
stockholder and each nominee and any other person or persons (naming such person
or persons)  pursuant to which the nomination or  nominations  are to be made by
the stockholder;  (d) such other information  regarding each nominee proposed by
such stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange  Commission had
such requirements  been applicable and each nominee been nominated,  or intended
to be nominated, by the board of directors;  and (e) the consent of each nominee
to serve as a director of the  corporation  if so elected.  The  chairman of the
meeting  may  refuse to  acknowledge  the  nomination  of any person not made in
compliance with this section.

     Section 3.3.  Removals.  Subject to the  preferential  voting rights of the
holders  of  preferred  stock  or  any  other  class  of  capital  stock  of the
corporation or any series of any of the foregoing that is then outstanding, each
director  may be removed  from office at any time by the  stockholders,  with or
without cause, by the affirmative  vote of the holders of at least a majority of
the voting  power of all of the shares of the  corporation  entitled to vote for
the election of such director.

     Section 3.4.  Vacancies.  Subject to the preferential  voting rights of the
holders  of  preferred  stock  or  any  other  class  of  capital  stock  of the
corporation or any series of any of the foregoing that is then  outstanding  and
except as otherwise  required by law, all  vacancies in the board of  directors,
whether caused by resignation,  death or otherwise,  may be filled by a majority
of the remaining directors though less than a quorum;  provided,  however,  that
any vacancy  resulting  from an increase in the number of directors  that is the
result of a resolution  adopted by the  stockholders  of the  corporation may be
filled by the stockholders of the corporation in accordance with the laws of the
state of  Delaware,  any  other  applicable  provisions  of the  certificate  of
incorporation  and these  bylaws.  Each director so chosen shall hold office for
the unexpired term of his or her  predecessor  and until his or her successor is
elected and qualified or until his or her earlier death, resignation or removal.

     Section 3.5. Annual  Meeting.  The annual meeting of the board of directors
may be held without notice  immediately after the annual meeting of stockholders
at the location of the stockholders'  meeting. If not held immediately after the
annual meeting of the stockholders, the annual meeting of the board of directors
shall be held as soon thereafter as may be convenient.

     Section 3.6.  Other Meetings and Notice.  Regular  meetings of the board of
directors  may be held  without  notice at such time and at such  place as shall
from time to time be determined by the board of directors.  Special  meetings of
the board of directors may be called by or at the request of the chairman of the
board,  the vice chairman of the board,  the president or the or chief executive
officer and shall be called by the chairman of the board on the written  request
of a majority of directors, in each case on at least twenty-four hours notice to
each director.

     Section 3.7.  Quorum.  A majority of the total number of directors shall be
necessary  at all  meetings  to  constitute  a  quorum  for the  transaction  of
business.  If a quorum  shall  not be  present  at any  meeting  of the board of
directors,  the directors  present  thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.  At such adjourned meeting at which a quorum shall be present,
any business may be transacted that might have been transacted at the meeting as
originally notified and called.

     Section 3.8. Committees. Standing or temporary committees consisting of one
or more directors of the  corporation may be appointed by the board of directors
from time to time,  and the board of directors may from time to time invest such
committees with such powers as it may see fit, subject to limitations imposed by
statute and such  conditions as may be prescribed by the board of directors.  An
executive  committee may be appointed by resolution  passed by a majority of the
entire board of directors and if appointed it shall have all the powers provided
by  statute,  except  as  specially  limited  by the  board  of  directors.  All
committees so appointed shall keep regular minutes of the  transactions of their
meetings  and shall cause them to be recorded in books kept for that  purpose in
the  office  of the  corporation,  and  shall  report  the same to the  board of
directors at its next meeting.  The board of directors may designate one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified  member at any meeting of the  committee.  The board shall have the
power at any time to change the  membership  of, to  increase  or  decrease  the
membership  of, to fill all  vacancies in and to discharge  any committee of the
board, or any member thereof, either with or without cause.

     Section 3.9.  Committee Rules. Each committee of the board of directors may
fix its own rules of  procedure  and shall hold its meetings as provided by such
rules,  except as may  otherwise be provided by the  resolution  of the board of
directors designating such committee,  but in all cases the presence of at least
a majority of the members of such  committee  shall be necessary to constitute a
quorum.

     Section 3.10. Telephonic Meetings. Members of the board of directors or any
committee designated by the board of directors may participate in any meeting of
the board of directors or such  committee by means of a conference  telephone or
other  communications  equipment by means of which all persons  participating in
the  meeting  can  hear  each  other.  Participation  in  such a  meeting  shall
constitute presence in person at such meeting.

     Section 3.11.  Presumption of Assent.  A director of the corporation who is
present at a meeting of the board of directors or any committee thereof at which
action on any corporate  matter is taken shall be deemed to have assented to the
action  taken  unless his or her dissent  shall be entered in the minutes of the
meeting or unless he or she shall file his or her 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.

     Section 3.12. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the board of  directors or of any  committee  thereof
may be taken  without a meeting if all members of the board of directors or such
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the board of directors or
committee.  Action  taken  pursuant  to such  written  consent  of the  board of
directors or of any committee thereof shall have the same force and effect as if
taken by the  board of  directors  or the  committee,  as the case may be,  at a
meeting thereof.

     Section 3.13. Compensation. The board of directors shall have the authority
to fix the compensation of directors.

     Section  3.14.  Minutes.  The  board of  directors  shall  cause to be kept
regular  minutes of its  proceedings,  and such  minutes  shall be placed in the
minute book of the corporation.

                                   ARTICLE IV.
                                    OFFICERS

     Section 4.1. Number. The officers of the corporation shall be a chairman of
the  board,  a vice  chairman  of the  board,  a  president,  one or  more  vice
presidents,  a secretary,  a treasurer,  and such other  officers and  assistant
officers as the board of directors may, by resolution,  appoint. Any two or more
offices  may be held  by the  same  person.  In its  discretion,  the  board  of
directors  may  choose  not to fill any  office  for any  period  as it may deem
advisable, except the offices of president and secretary.

     Section 4.2.  Election and Term of Office.  The officers of the corporation
shall be elected annually by the board of directors at the annual meeting of the
board of  directors.  If the  election  of  officers  shall  not be held at such
meeting,  such election  shall be held as soon  thereafter as may be convenient.
Each  officer  shall hold office  until the next annual  meeting of the board of
directors  and until his or her successor is duly elected and qualified or until
his or her earlier death, resignation or removal as hereinafter provided.

     Section  4.3.  The  Chairman of the Board.  The chairman of the board shall
preside at all meetings of the stockholders and directors.  He or she shall have
general and active management of the business of the corporation, shall see that
all orders and  resolutions  of the board of  directors  are carried into effect
and,  in  connection  therewith,  shall be  authorized  to  delegate to the vice
chairman of the board,  president  and other  officers such of his or her powers
and duties as chairman of the board at such time and in such manner as he or she
may deem to be  advisable.  The  chairman  of the board  shall be an ex  officio
member of all standing committees and he or she shall have such other powers and
duties as may from time to time be assigned by the board of directors.

     Section 4.4. The Vice Chairman of the Board. The vice chairman of the board
shall assist the chairman of the board in the  management of the business of the
corporation,  and, in the absence or  disability  of the  chairman of the board,
shall preside at all meetings of the stockholders and the board of directors and
exercise  the other  powers and perform the other  duties of the chairman of the
board or designate the executive  officers of the corporation by whom such other
powers shall be exercised and other duties  performed.  The vice chairman of the
board shall be an ex officio  member of all  standing  committees  and he or she
shall have such other  powers and duties as may from time to time be assigned by
the board of  directors  or by the  chairman  of the board.  In  addition to the
foregoing,  the vice chairman of the board shall have such other powers,  duties
and authority as may be set forth elsewhere in these bylaws.

     Section 4.5. The President.  The president shall be the corporation's chief
operating  officer unless  otherwise  determined by the board of directors.  The
president  shall  assist  the  chairman  of the board in the  management  of the
business of the  corporation,  and, in the absence or disability of the chairman
of the board and the vice  chairman of the board,  shall preside at all meetings
of the stockholders and the board of directors and exercise the other powers and
perform the other duties of the chairman of the board or designate the executive
officers of the  corporation  by whom such other powers  shall be exercised  and
other  duties  performed.  The  president  shall be an ex officio  member of all
standing committees and he or she shall have such other powers and duties as may
from time to time be assigned by the board of  directors  or by the  chairman of
the board.  In addition to the  foregoing,  the president  shall have such other
powers,  duties, and authority as may be set forth elsewhere in these bylaws. If
the board of directors  does not elect a chairman or vice chairman of the board,
the president shall also have the duties and responsibilities,  and exercise all
functions,  of the  chairman  and the vice  chairman of the board as provided in
these bylaws.

     Section  4.6.  The Chief  Executive  Officer.  The board of  directors  may
designate an  individual,  whether or not such  individual  is an officer of the
corporation,  to serve as the chief executive  officer of the  corporation.  The
chief executive officer shall have the duties and responsibilities, and exercise
all functions, as the board of directors may determine.

     Section  4.7.  The Chief  Financial  Officer.  The board of  directors  may
designate an  individual,  whether or not such  individual  is an officer of the
corporation,  to serve as the chief financial  officer of the  corporation.  The
chief financial officer shall have the duties and responsibilities, and exercise
all functions, as the board of directors may determine.

     Section 4.8. Vice  Presidents.  Each vice president  shall have such powers
and  discharge  such duties as may be assigned from time to time by the chairman
of the  board,  the vice  chairman  of the board or the  president.  During  the
absence or disability of the president, first the chief executive officer and in
the  absence  or  disability  of the  chief  executive  officer,  one such  vice
president,  when  designated by the board of directors,  shall  exercise all the
functions of the president.

     Section 4.9. The Secretary and  Assistant  Secretary.  The secretary or the
chairman of the board shall issue notices for all meetings.  The secretary shall
keep minutes of all meetings of the board of directors,  the committees  thereof
and the stockholders,  shall have charge of the seal and the corporate books and
shall make such  reports and perform  such other  duties as are  incident to the
office,  and perform such other duties  designated  or properly  required by the
chairman of the board,  the vice  chairman of the board,  the  president  or the
chief executive  officer.  The secretary shall keep, or cause to be kept, at the
principal  executive  office  of  the  corporation  or  at  the  office  of  the
corporation's  transfer  agent or registrar,  a share  register,  or a duplicate
share register,  showing the names of all stockholders and their addresses,  the
number and classes of shares held by each,  the number and date of  certificates
evidencing  such  shares,  and the  number  and  date of  cancellation  of every
certificate  surrendered  for  cancellation.  The assistant  secretary  shall be
vested with the same powers and duties as the secretary, and any act may be done
or duty performed by the assistant  secretary with like effect as though done or
performed by the secretary. The assistant secretary shall have such other powers
and perform  such other  duties as may be assigned by the chairman of the board,
the vice chairman of the board, the president or the chief executive officer.

     Section 4.10. The Treasurer and Assistant  Treasurer.  The treasurer  shall
have the custody of all moneys and securities of the  corporation and shall keep
regular books of account.  He or she shall disburse the funds of the corporation
in payment of just demands against the corporation,  or as may be ordered by the
chairman of the board, the vice chairman of the board, the president,  the chief
executive officer or by the board of directors,  taking proper vouchers for such
disbursements,  and shall render to the board of directors  from time to time as
may be required of him or her, an account of all  transactions  as treasurer and
of the financial  condition of the corporation.  The treasurer shall perform all
duties  incident to the office,  and perform  such other  duties  designated  or
properly  required by the chairman of the board, the vice chairman of the board,
the president or the chief executive officer.  The assistant  treasurer shall be
vested  with the same  powers  and duties as the  treasurer,  and any act may be
done, or duty  performed by the assistant  treasurer  with like effect as though
done or performed by the  treasurer.  The  assistant  treasurer  shall have such
other powers and perform such other duties as may be assigned by the chairman of
the board,  the vice chairman of the board, the president or the chief executive
officer.

     Section 4.11. Vacancies. Vacancies in any office arising from any cause may
be filled by the directors for the unexpired portion of the term with a majority
vote of the directors then in office. In the case of the absence or inability to
act of any officer of the corporation and of any person herein authorized to act
in his or her place,  the board of directors  may from time to time delegate the
powers or duties of such  officer to any other  officer or any director or other
person whom it may select.

     Section 4.12.  Other  Officers,  Assistant  Officers and Agents.  Officers,
assistant  officers,  and  agents,  if any,  other than those  whose  duties are
provided for in these  bylaws shall hold their  offices for such terms and shall
exercise  such powers and  perform  such  duties as the board of  directors  may
determine.

     Section  4.13.  Normal  Duties and  Responsibilities  of  Officers.  Unless
otherwise  provided in these bylaws or the board of directors decides otherwise,
if an officer title is one commonly used for officers of a business  corporation
formed under the Delaware  General  Corporation  Law or any successor or similar
statute,  the  assignment of such title shall  constitute the delegation to such
officer of the  authority  and duties  that are  normally  associated  with that
office,  subject to any specific delegation of authority and duties made to such
officer by the board of directors.

                                   ARTICLE V.
         INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND OTHERS

     Section 5.1.  Indemnification.  To the fullest extent permitted by Delaware
law, the  corporation  shall indemnify any and all officers and directors of the
corporation  from  and  against  all  expenses   (including   attorneys'  fees),
liabilities or other matters  arising out of their status as such or their acts,
omissions or services  rendered by such persons in such  capacities or otherwise
while serving at the request of the corporation.  Unless specifically  addressed
in a repeal or amendment of Delaware law with regard to a corporation's  ability
to  indemnify  its  officers and  directors,  no such repeal or amendment  shall
adversely affect any  indemnification  rights of any person existing at the time
of such repeal or amendment.

     Section  5.2.  Advancement  of  Expenses.  Reasonable  expenses  (including
attorneys'  fees) incurred by a director or officer who was, is or is threatened
to be made a named  defendant or  respondent in a proceeding by reason of his or
her status as a director or officer of the  corporation or services  rendered by
such persons in such  capacities or otherwise at the request of the  corporation
or incurred by a director or officer for  prosecuting  a claim under Section 5.3
shall be paid by the  corporation  in advance of the final  disposition  of such
proceeding  upon receipt of a written  affirmation by the director or officer of
his or her good  faith  belief  that he or she has met the  standard  of conduct
necessary for  indemnification  and a written undertaking by or on behalf of the
director or officer to repay such amount if it shall  ultimately  be  determined
that  he or  she  is not  entitled  to be  indemnified  by  the  corporation  as
authorized in this Article.

     Section 5.3.  Expenses of Contested  Indemnification  Claims. If a claimant
makes a claim on the  corporation  under Section 5.1 or 5.2 and the  corporation
does not pay such claim in full within  thirty days after it has  received  such
written claim,  the claimant may at any time  thereafter  bring suit against the
corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim.

     Section  5.4.   Indemnification  Not  Exclusive.  The  indemnification  and
advancement of expenses  provided by, or granted pursuant to, this Article shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification  or  advancement  of expenses  may be  entitled  under any other
bylaw,  agreement,  vote of stockholders  or directors or otherwise,  both as to
action in his or her  official  capacity  and as to action in  another  capacity
while holding such office.

     Section 5.5. Survival of Indemnification  and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this  Article  shall  continue as to a person who has ceased to be a director or
officer  and  shall  inure  to  the   benefit  of  the  heirs,   executors   and
administrators of such person.

     Section  5.6.  Employees,  Agents  and  Others.  To the  fullest  extent of
Delaware  law,  the  corporation  may  grant  rights  of   indemnification   and
advancement of expenses to any person who is not at the time a current  director
or officer of the corporation.

     Section 5.7.  Contract  Right.  Each of the rights of  indemnification  and
advancement of expenses  provided by, or granted pursuant to, this Article shall
be a  contract  right and any  repeal or  amendment  of the  provisions  of this
Article shall not adversely  affect any such right of any person existing at the
time of such repeal or amendment  with respect to any act or omission  occurring
prior to the time of such repeal or amendment,  and further,  shall not apply to
any proceeding,  irrespective of when the proceeding is initiated,  arising from
the service of such person prior to such repeal or amendment.

     Section  5.8.  Insurance.  To the  fullest  extent  of  Delaware  law,  the
corporation shall have power to purchase and maintain insurance on behalf of any
person,  including one who is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee or agent of another enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity,  or
arising out of his or her status as such,  whether or not the corporation  would
have the  power  to  indemnify  him or her  against  such  liability  under  the
provisions of this Article.

     Section  5.9.  Certain  References  Under  Article V. For  purposes of this
Article,  references to "the corporation," "other enterprise,"  "proceeding" and
"serving at the request of the  corporation"  shall have the meanings given such
terms in Section 145 of the Delaware General Corporation Law or any successor or
similar statute.

                                   ARTICLE VI.
                               STOCK CERTIFICATES

     Section  6.1.  Form.  The  shares  of  stock  of the  corporation  shall be
represented  by  certificates,  provided  that  the  board of  directors  of the
corporation  may, by  resolution,  provide that some or all shares of any or all
classes or series of the corporation's stock shall be uncertificated shares. Any
such  resolution  shall not apply to shares  represented by a certificate  until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the board of directors,  every holder of  uncertificated
shares of the corporation shall be entitled to have a stock  certificate  issued
to such holder upon  request.  Stock  certificates  shall be issued in numerical
order,  and each  stockholder  shall be entitled to a certificate  signed by the
chairman of the board,  the president,  the chief executive  officer or any vice
president  and the  secretary,  any  assistant  secretary,  the treasurer or any
assistant  treasurer,   certifying  to  the  number  of  shares  owned  by  such
stockholder.  Where,  however, such certificate is signed by a transfer agent or
an  assistant  transfer  agent or by a  transfer  clerk  acting on behalf of the
corporation,  and a  registrar  or by an agent  acting in the dual  capacity  of
transfer agent and registrar,  the signatures of any of the above-named officers
may be facsimile  signatures.  In the event that any officer who has signed,  or
whose  facsimile  signature  has been  used on, a  certificate  ceases  to be an
officer  before  the  certificate  has  been  delivered,  such  certificate  may
nevertheless be adopted and issued and delivered by the  corporation,  as though
the officer who signed such  certificate  or  certificates,  or whose  facsimile
signature or signatures shall have been used thereon,  had not ceased to be such
officer of the corporation.

     Section  6.2.  Transfers.  Transfers  of stock  shall be made only upon the
transfer books of the corporation or respective  transfer  agents  designated to
transfer the several  classes of stock.  Before a new  certificate is issued for
shares or  uncertificated  shares are credited to a  stockholder's  account,  as
applicable, any old certificate,  if any, representing such shares shall be duly
surrendered for cancellation.

     Section 6.3. Lost or Destroyed  Certificates.  The  corporation may issue a
new stock  certificate  in place of any  certificate  theretofore  issued by it,
alleged to have been  lost,  stolen or  destroyed,  and the  corporation  shall,
except as otherwise  determined by the board of  directors,  the chairman of the
board,  the president,  the chief executive  officer any vice president or other
authorized  officer,  require  the  owner  of  the  lost,  stolen  or  destroyed
certificate, or his or her legal representative,  to give the corporation a bond
sufficient  to  indemnify  it against  any claim that may be made  against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

     Section 6.4. Registered Stockholders.  The corporation shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  and to hold liable
for  calls  and  assessments  a person  registered  on its books as the owner of
shares,  and shall not be bound to recognize  any equitable or other claim to or
interest  in such  shares  on the part of  another  person,  whether  or not the
corporation  shall have  express or other  notice  thereof,  except as otherwise
provided by the laws of the state of Delaware.

     Section 6.5. Restrictions on Transfers of Shares. Notice of any restriction
on the  transfer  of shares of the  corporation's  stock shall be placed on each
certificate of stock issued, or in the case of uncertificated shares,  contained
in the notice sent to the  registered  holder of such shares in accordance  with
the laws of the state of Delaware.

                                  ARTICLE VII.
                          CERTAIN BUSINESS COMBINATIONS

     The provision of Section 203 of the Delaware General  Corporation Law shall
not apply to the corporation.

     This Article VII shall be amended,  altered or repealed only as provided in
Section 203 of the Delaware General Corporation Law.

                                  ARTICLE VIII.
                               GENERAL PROVISIONS

     Section  8.1.   Dividends.   Dividends   upon  the  capital  stock  of  the
corporation,  subject  to  any  applicable  provisions  of  the  certificate  of
incorporation,  may be  declared  by the board of  directors  at any  regular or
special meeting,  pursuant to law. Dividends may be paid in cash, in property or
in shares of the capital  stock,  subject to the  applicable  provisions  of the
certificate of incorporation.  Before payment of any dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other purpose as the directors  shall think in the best interest of the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

     Section  8.2.  Accounts.  The chairman of the board,  vice  chairman of the
board,  president,  the  chief  executive  officer  or  any  vice  president  is
authorized for and on behalf of the corporation:  to establish,  maintain and to
close  depositary  accounts,  in the  corporation's  name,  for the  deposit and
withdrawal of corporation  funds; to designate those  individuals  authorized to
withdraw  funds or sign  checks  in said  depositary  accounts;  and to  execute
customer agreements with respect to such depositary accounts, including forms of
corporate  resolutions,  certified  with respect to the approval of the board of
directors as of the date such forms of corporate  resolutions are executed.  The
secretary  or  assistant  secretary  is,  authorized  for and on  behalf  of the
corporation  without  further  action of the board of directors to certify as to
the approval of the board of directors of forms of resolutions  regarding any of
such  depositary  or  trading  accounts  as of  the  date  the  officer  of  the
corporation executes the customer agreement with respect to each such account.

                                   ARTICLE IX.
                                     NOTICES

     Section  9.1.  General.  Whenever  the  provisions  of any statute or these
bylaws require notice to be given to any director, officer or stockholder,  such
notice may be given  personally or in writing by  facsimile,  by telegraph or by
depositing the same in the United States mail with postage prepaid  addressed to
each director, officer or stockholder at his or her address, as the same appears
in the books of the corporation,  and the time when the same shall be personally
given,  sent by  facsimile or telegraph or mailed shall be deemed to be the time
of the giving of such notice.

     Section 9.2. Waivers.  Whenever any notice whatever is required to be given
under  provisions  of law or of the  certificate  of  incorporation  or of these
bylaws,  a waiver thereof in writing signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent to the giving of such notice.

     Section  9.3.  Attendance  as Waiver.  Attendance  of a person at a meeting
shall  constitute  a waiver  of notice of such  meeting,  except  where a person
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting to the  transaction of any business  because the meeting is not lawfully
called or convened.

     Section 9.4. Omission of Notice to Stockholders.  Any notice required to be
given to any  stockholder  under any statutory  provision,  the  certificate  of
incorporation or these bylaws need not be given to the stockholder if:

          (a)  notice of two  consecutive  annual  meetings  and all  notices of
     meetings held or actions by written consent taken during the period between
     those annual meetings, if any, or

          (b) all,  and at least two,  payments (if sent by first class mail) of
     distributions or interest on securities during a twelve month period

have been mailed to that person, addressed at his or her address as shown on the
share transfer records of the corporation, and have been returned undeliverable.
Any action or meeting  taken or held without  notice to such a person shall have
the same force and effect as if the notice had been duly given. If such a person
delivers  to the  corporation  a written  notice  setting  forth his or her then
current  address,  the requirement  that notice be given to that person shall be
reinstated.


                      ADOPTED BY THE BOARD OF DIRECTORS AS OF August __, 2005



                                           Sandy Myers, Secretary