BYLAWS OF

                         VERTICAL COMPUTER SYSTEMS, INC.









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                                TABLE OF CONTENTS
                                -----------------
<TABLE>

<S>                                                                                                              <C>
ARTICLE I - OFFICES...............................................................................................1
   Section 1.        Principal Office.............................................................................1
   Section 2.        Other Offices................................................................................1
ARTICLE II - MEETINGS OF THE SHAREHOLDERS.........................................................................1
   Section 1.        Place of Meetings............................................................................1
   Section 2.        Annual Meetings..............................................................................1
   Section 3.        Special Meetings.............................................................................2
   Section 4.        Voting List..................................................................................2
   Section 5.        Quorum.......................................................................................2
   Section 6.        Adjourned Meeting and Notice Thereof.........................................................2
   Section 7.        Organization.................................................................................3
   Section 8.        Order of Business............................................................................3
   Section 9.        Voting.......................................................................................3
   Section 10.       Consent of Absentees.........................................................................4
   Section 11.       Action Without Meeting.......................................................................4
   Section 12.       Proxies......................................................................................4
   Section 13.       Inspectors of Election.......................................................................4
ARTICLE III - DIRECTORS...........................................................................................5
   Section 1.        Powers.......................................................................................5
   Section 2.        Number, Election and Term of Office..........................................................6
   Section 3.        Qualification................................................................................6
   Section 4.        Vacancies....................................................................................6
   Section 5.        Resignations.................................................................................6
   Section 6.        Removal......................................................................................7
   Section 7.        When Board May Declare Vacancies.............................................................7
   Section 8.        Place of Meeting.............................................................................7
   Section 9.        Regular Meetings.............................................................................7
   Section 10.       Special Meetings.............................................................................7
   Section 11.       Notice of Special Meetings...................................................................7
   Section 12.       Waiver of Notice.............................................................................8
   Section 13.       Quorum.......................................................................................8
   Section 14.       Adjournment..................................................................................8
   Section 15.       Notice of Adjournment........................................................................8
   Section 16.       Fees and Compensation........................................................................8
   Section 17.       Manifestation of Dissent.....................................................................8
   Section 18.       Action Without Meeting.......................................................................8
ARTICLE IV - COMMITTEES...........................................................................................9
   Section 1.        Designation..................................................................................9
   Section 2.        Meetings.....................................................................................9
   Section 3.        Quorum and Voting............................................................................9
   Section 4.        Waiver of Notice.............................................................................9
   Section 5.        Removal......................................................................................9
   Section 6.        Vacancies....................................................................................9
   Section 7.        Action Without Meeting......................................................................10
</TABLE>

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<TABLE>

<S>                                                                                                             <C>
ARTICLE V - OFFICERS.............................................................................................10
   Section 1.        Officers....................................................................................10
   Section 2.        Election....................................................................................10
   Section 3.        Subordinate Officers........................................................................10
   Section 4.        Removal and Resignation.....................................................................10
   Section 5.        Vacancies...................................................................................10
   Section 6.        Chairman of the Board.......................................................................10
   Section 7.        President...................................................................................11
   Section 8.        Executive Vice President....................................................................11
   Section 9.        Vice President..............................................................................11
   Section 10.       Secretary...................................................................................12
   Section 11.       Treasurer...................................................................................12
   Section 12.       Delegation of Duties........................................................................13
ARTICLE VI - SHARES OF STOCK.....................................................................................13
   Section 1.        Certificates of Stock.......................................................................13
   Section 2.        Record of Shareholders; Transfer of Shares..................................................13
   Section 3.        Record Date and Closing Stock Books.........................................................13
   Section 4.        Registered Shareholders.....................................................................14
   Section 5.        Lost Certificates...........................................................................14
   Section 6.        Regulations; Appointment of Transfer Agents and Transfer Agents and Registrars..............14
   Section 7.        Treasury Shares.............................................................................14
   Section 8.        Fractional Shares...........................................................................14
ARTICLE VII - EXECUTION OF INSTRUMENTS...........................................................................14
   Section 1.        Contracts...................................................................................14
   Section 2.        Checks and Drafts...........................................................................14
   Section 3.        Deposits; Bank Accounts.....................................................................15
   Section 4.        Loans.......................................................................................15
   Section 5.        Sale or Transfer of Securities Held by the Corporation......................................15
SECTION VIII - MISCELLANEOUS.....................................................................................15
   Section 1.        Fiscal Year.................................................................................15
   Section 2.        Seal........................................................................................15
   Section 3.        Annual Report...............................................................................15
   Section 4.        Inspection of Corporation Records...........................................................15
   Section 5.        Dividends...................................................................................17
ARTICLE IX - NOTICES.............................................................................................17
   Section 1.        Form of Notices.............................................................................17
   Section 2.        Waiver of Notice............................................................................17
ARTICLE X - AMENDMENTS...........................................................................................17
   Section 1.        Who May Amend...............................................................................17
ARTICLE XI - INDEMNIFICATION.....................................................................................17
   Section 1.        Indemnification:  Actions Other Than by the Corporation.....................................18
   Section 2.        Indemnification:  Actions by the Corporation................................................18
   Section 3.        Right to Indemnification....................................................................18
   Section 4.        Authorization of Indemnification............................................................19
   Section 5.        Advance Indemnification.....................................................................19
   Section 6.        Non-Exclusive Indemnification...............................................................19
   Section 7.        Insurance...................................................................................19
   Section 8.        Constituent Corporation.....................................................................19
</TABLE>

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                                     BYLAWS

                                       OF

                         VERTICAL COMPUTER SYSTEMS, INC.


                               ARTICLE I - OFFICES

      Section 1. Principal  Office.  The principal office for the transaction of
the business of the  corporation in  California.  Is hereby fixed and located at
6336  Wilshire  Boulevard,  Los Angeles,  California.  The Board of Directors is
hereby granted full power and authority to change said principal office from one
location to another in said county. Any such change shall be noted in the Bylaws
by the Secretary, opposite this section, or this section may be amended to state
the new location.  As used herein and through these Bylaws,  the term "principal
office" shall not necessarily be deemed to refer to the Corporation's registered
office,  although it may be the same  location as the  Corporation's  registered
office.

      Section 2. Other Offices. Branch or subordinate offices may at any time be
established  by the  Board  of  Directors  at any  place  or  places  where  the
Corporation is qualified to do business or the business of the  Corporation  may
require.

                    ARTICLE II - MEETINGS OF THE SHAREHOLDERS

      Section 1. Place of Meetings.  All annual meetings of shareholders and all
other meetings of shareholders  shall be held either at the principal  office of
the  Corporation or at any other place within or without the State of CALIFORNIA
as may be  designated  either by the Board of  Directors  pursuant to  authority
hereinafter  granted to said Board or by the written  consent of the shareholder
entitled to vote at such  meeting  holding at least a majority  of such  shares.
Such vote may be given  either  before or after the  meeting  and filed with the
Secretary of the Corporation.

      Section 2. Annual Meetings.  The annual meetings of shareholders  shall be
held on the Second Tuesday in September of each year,  provided,  however,  that
should  said  day fall on a legal  holiday,  then any  such  annual  meeting  of
shareholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. Any such annual meeting may be held at any
other time which may be  designated in a resolution by the Board of Directors or
by the written  consent of the  shareholders  entitled  to vote at such  meeting
holding at least a majority of such shares.  At such annual  meeting,  directors
shall be elected, reports of the affairs of the Corporation shall be considered,
and any other  business  may be  transacted  which is within  the  powers of the
shareholders to transact and which may be properly brought before the meeting.


                                       1
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      Written notice of each annual  meeting shall be given to each  shareholder
entitled to vote (unless such call and notice is waived by the unanimous consent
of the  shareholders),  either  personally  or by mail or other means of written
communication,  charges  prepaid,  addressed to such  shareholder at his address
appearing on the books of the Corporation or given by him to the Corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to have been given him if sent by mail or other  means of written  communication
addressed  to the  place  where  the  principal  office  of the  Corporation  is
situated, or if published at least once in some newspaper of general circulation
in the county in which said office is located. All such notices shall be sent to
each  shareholder  entitled  thereto  not less than ten (10) nor more than sixty
(60) days before each annual meeting.  Such notices shall specify the place, the
day and the hour of such meeting and shall state such other matters,  if any, as
may be expressly required by statute.

      Section 3. Special Meetings.  Special meetings of the shareholders for any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called at
any time by the President, or by resolution of the Board of Directors, or by one
or more  shareholders  holding not less than  one-third  (1/3) of the issued and
outstanding voting shares of the Corporation, or such meeting may be held at any
time without call or notice upon unanimous consent of the  shareholders.  Except
in special  cases where other  express  provision is made by statute,  notice of
such special meetings shall be given in the same manner and pursuant to the same
notice provisions as for annual meetings of shareholders. Notices of any special
meeting shall state, in addition to the place, day and hour of such meeting, the
purpose or purposes of the meeting.  Business  transacted at any special meeting
of the shareholders shall be limited to the purposes stated in the notice.

      Section 4. Voting List.  The officer who has charge of the stock ledger of
the Corporation shall, before each shareholders' meeting,  prepare a list of all
persons  entitled  to  represent  shares at such  meeting,  arranging  the names
alphabetically,  with the addresses of each shareholder and the number of shares
entitled to be voted by each  shareholder  set forth opposite  their  respective
names. Such list and the share ledger, or a true and correct copy thereof, shall
be open to the  examination of any  shareholder,  for any purpose germane to the
meeting,  during regular  business hours, for a period of at least ten (10) days
immediately  preceding the convening of said shareholders' meeting and until the
close of such meeting and they shall be subject to inspection at any time during
such period by any  shareholder or person  representing a shareholder.  The list
and share ledger  shall be open for  examination  at the place  specified in the
notice where said meeting is to be held.

      Section 5.  Quorum.  The  holders of a  majority  of the stock  issued and
outstanding  and  entitled  to vote at a meeting,  whether  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
shareholders  for the transaction of business,  except as otherwise  provided by
statute or the Certificate of Incorporation of the Corporation. When a quorum is
present  at any  meeting,  a  majority  of the shares  represented  thereat  and
entitled to vote thereat shall decide any question  brought before such meeting.
The  shareholders  present at a duly called or held meeting at which a quorum is
present may  continue  to do business  until  adjournment,  notwithstanding  the
withdrawal of enough shareholders to leave less than a quorum.

      Section  6.  Adjourned  Meeting  and  Notice  Thereof.  Any  shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares,  the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum no other business may be transacted at such meeting.


                                       2
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      When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, or if after the adjournment a new record date is fixed
for the adjourned meeting,  notice of the adjourned meeting shall be given as in
the case of an original meeting.  Except as aforesaid, it shall not be necessary
to give any  notice of the time and  place of the  adjourned  meeting  or of the
business to be transacted thereat,  other than by announcement at the meeting at
which such adjournment is taken.

      Section  7.  Organization.   The  President  shall  call  the  meeting  of
shareholders  to order and shall act as  Chairman  of such  meetings  unless the
shareholders present should designate another person as Chairman.  The Secretary
of the Corporation  shall act as Secretary at all meetings of shareholders,  but
in the event of his  absence or  failure  to act,  the  Chairman  shall  appoint
another person to act as Secretary Pro Tem.

      Section 8. Order of Business. The order of business at the annual meeting,
and so far as practicable at all other meetings of the shareholders, shall be as
follows:

                  (1)  Calling meeting to order;
                  (2)  Calling of roll and checking proxies;
                  (3)  Proof of notice of meeting;
                  (4)  Reading of any unapproved minutes;
                  (5)  Reports of officers;
                  (6)  Reports of committees;
                  (7)  Election of directors;
                  (8)  Unfinished business;
                  (9)  New business; and
                  (10) Adjournment.

      Section 9. Voting. At each meeting of the  shareholders,  each shareholder
having  the  right  to vote  shall be  entitled  to vote in  person  or by proxy
appointed  by an  instrument  in writing,  subscribed  by such  shareholder  and
bearing a date not more than three (3) years prior to said meeting,  unless said
instrument  provides definitely for a longer period. Each stockholder shall have
one (1) vote for each share of stock having voting power, registered in his name
on the books of the  Corporation,  except that the Board of Directors  may fix a
time,  not more than sixty (60) days nor less than ten (10) days  preceding  the
date of any meeting of  shareholders as a record date for the  determination  of
the shareholders  entitled to notice of and to vote at such meeting, and in such
case only  registered  shareholders  on the date so fixed  shall be  entitled to
notice of such meeting,  notwithstanding any transfer of any shares on the books
of the  Corporation  after any record date so fixed.  The Board of Directors may
close the books of the  Corporation  against any  transfers of shares during any
shareholders'  meeting  or  during  any  adjournment  thereof;  and the Board of
Directors  may close the books  against any transfers of shares during the whole
or any part of the  period  during  which  the  books  may be  closed  under the
provisions of this paragraph.  Upon the demand of any stockholder,  the vote for
directors and the vote upon any question  before the meeting shall be by ballot.
All elections shall be had and all questions decided by a majority vote.


                                       3
<PAGE>

      Section  10.  Consent of  Absentees.  The  transaction  of any  meeting of
shareholders,  either annual or special, however called and noticed, shall be as
valid as though had as a meeting duly held after  regular call and notice,  if a
quorum be present  either in person or by proxy,  and if, either before or after
the meeting,  each of the persons entitled to vote, not present in person, or by
proxy,  signs a written  waiver of notice,  or a consent to the  holding of such
meeting,  or an approval of the minutes  thereof.  All such waivers,  consent or
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of the meeting.  If a shareholder  does not receive notice of a meeting,
but attends and  participates in the meeting,  he shall be deemed to have waived
notice of the meeting.

      Section 11. Action Without Meeting.  Any action which, under provisions of
the laws of the State of Delaware  or under the  provisions  of the  Articles of
Incorporation  or  under  these  Bylaws  may  be  taken  at  a  meeting  of  the
shareholders,  may be taken without a meeting if a record or memorandum  thereof
be made in writing and signed by the  holders of  outstanding  stock  having not
less than the minimum  number of votes that would be  necessary  to authorize or
take such action at a meeting at which all shares  entitled to vote thereon were
present and voted.  Such record or memorandum  shall be filed with the Secretary
of the  Corporation  and made a part of the  corporate  records.  Notice  of the
taking of such action, if by less than unanimous written consent, shall be given
within five (5) days of the taking of such action to those shareholders who have
not consented in writing.

      Section 12. Proxies.  Any shareholder entitled to vote or execute consents
shall  have  the  right  to do so  either  in  person  or by one or more  agents
authorized by proxy.  The  appointment of a proxy shall be in writing and signed
by the  shareholder  but shall require no other  attestation  and shall be filed
with the Secretary of the  Corporation  at or prior to the meeting.  In no event
shall a proxy be  appointed  for a period of more than seven (7)  years.  If any
shareholder appoints two or more persons to act as proxies and if the instrument
does not  otherwise  provide,  then a majority  of such  persons  present at the
meeting,  or if only one shall be  present,  then  that one  shall  have and may
exercise all of the power  conferred by such  instrument upon all of the persons
so appointed;  and if such proxies be equally divided as to the right and manner
of voting in any  particular  case, the vote shall be divided among the proxies.
Any person holding shares in a representative or fiduciary capacity which he may
represent  in person  may  represent  the same by proxy and  confer  general  or
discretionary  power upon such a proxy.  The authority of a proxy if not coupled
with an interest may be terminated  at will.  Unless  otherwise  provided in the
appointment,  the proxy's  authority  shall cease  eleven (11) months  after the
appointment.  The  termination of a proxy's  authority by act of the shareholder
shall,  subject to the time limitation  herein set forth,  be ineffective  until
written  notice  of the  termination  has  been  given to the  Secretary  of the
Corporation.  Unless otherwise  provided therein,  an appointment filed with the
Secretary  shall have the effect of  revoking  all proxy  appointments  of prior
date. A proxy's authority shall not be revoked by the death or incapacity of the
maker  unless  before the vote is cast or the  authority is  exercised,  written
notice of such death or incapacity is given to the Corporation.


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<PAGE>

      Section  13.  Inspectors  of  Election.  In  advance  of  any  meeting  of
shareholders,  the Board of Directors may appoint  Inspectors of Election to act
at such meeting or any adjournment  thereof. If Inspectors of Election be not so
appointed,  the  Chairman  of any such  meeting  may,  and on the request of any
shareholder or his proxy shall, make such appointment at the meeting. The number
of  inspectors  shall be either one or three.  If  appointed at a meeting on the
request of one or more  shareholders or proxies,  the majority of shares present
shall determine whether one or three inspectors are to be appointed. In case any
person appointed as inspector fails or refuses to act, the vacancy may be filled
by  appointment  by the Board of Directors in advance of the meeting,  or at the
meeting  by  the  Chairman.  An  inspector  need  not  be a  shareholder  of the
Corporation,  but no person who is a  candidate  for  office of the  Corporation
shall act as an inspector.

      The duties of such  inspectors  shall include:  determining  the number of
shares  outstanding and the voting power of each, the shares  represented at the
meeting,  the existence of a quorum,  the  authenticity,  validity and effect of
proxies;  receiving  votes,  ballots or consents;  hearing and  determining  all
challenges  and  questions  in any way arising in  connection  with the right to
vote; counting and tabulating all votes or consents;  determining the result and
such acts as may be proper to conduct the election or vote with  fairness to all
shareholders.

                             ARTICLE III - DIRECTORS

      Section  1.   Powers.   Subject  to   limitations   of  the   Articles  of
Incorporation,  of the  Bylaws  and of the laws of the State of  Delaware  as to
action to be  authorized  or  approved by the  shareholders,  and subject to the
duties of directors as prescribed by the Bylaws,  all corporate  powers shall be
exercised  by or under the  authority  of, and the  business  and affairs of the
Corporation shall be controlled by, the Board of Directors. Without prejudice to
such general power, but subject to the same limitations,  it is hereby expressly
declared that the directors shall have the following powers, to-wit:

      First:  To select and remove all  officers,  agents and  employees  of the
      Corporation,  prescribe  such  powers  and  duties  for them as may not be
      inconsistent  with law, with the Articles of  Incorporation or the Bylaws,
      fix their  compensation  and  require  from  them  security  for  faithful
      service.

      Second:  To conduct,  manage and  control the affairs and  business of the
      Corporation,  and  to  make  such  rules  and  regulations  therefore  not
      inconsistent  with  law,  or with the  Articles  of  Incorporation  or the
      Bylaws, as they may deem best.

      Third: To change the principal  office for the transaction of the business
      of the Corporation  from one location to another within the same county as
      provided in Article I, Section 1, hereof; to designate any place within or
      without the State of Texas for the holding of any shareholders' meeting or
      meetings;  and to adopt,  make and use a corporate  seal, and to prescribe
      the forms of certificates of stock, and to alter the form of such seal and
      of such certificates from time to time, as in their judgment they may deem
      best,  provided such seal and such certificates  shall at all times comply
      with the provisions of law.


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<PAGE>

      Fourth:  To authorize the issue of shares of stock of the Corporation from
      time to time, upon such terms as may be lawful,  in consideration of money
      paid,  labor  done or  services  actually  rendered,  debts or  securities
      cancelled, or tangible or intangible property actually received, or in the
      case of shares  issued as a  dividend  against  amounts  transferred  from
      surplus to stated capital.

      Fifth:  To borrow  money and incur  indebtedness  for the  purpose  of the
      Corporation,  and to cause to be executed and delivered  therefor,  in the
      corporate  name,  promissory  notes,  bonds,  debentures,  deeds of trust,
      mortgages,   pledges,   hypothecation  or  other  evidences  of  debt  and
      securities therefor.

      Section 2. Number,  Election  and Term of Office.  The number of directors
which  shall  constitute  the whole  Board  shall be not less than one (1).  The
shareholders  at any  annual  meeting  may  determine  the  number  which  shall
constitute  the Board and the number so  determined  shall  remain  fixed  until
changed at a subsequent  annual meeting.  The directors shall be elected at each
annual meeting of the shareholders;  however,  if any such annual meeting is not
held or the directors are not elected  thereat,  the directors may be elected at
any special meeting of shareholders  held for that purpose.  All directors shall
hold office until their respective successors are elected.

      Section 3.  Qualification.  A director  need not be a  shareholder  of the
Corporation.

      Section 4. Vacancies. Vacancies in the Board of Directors may be filled by
a majority of the directors then in office,  though less than a quorum,  or by a
sole  remaining  director,  and each director so elected shall hold office until
his successor is elected at an annual or a special meeting of the shareholders.

      A vacancy or vacancies in the Board of Directors  shall be deemed to exist
in  case  of the  death,  resignation  or  removal  of any  director,  or if the
authorized number of directors be increased, or if the shareholders fail, at any
annual or special meeting of shareholders at which any director or directors are
elected,  to elect the full  authorized  number of  directors to be voted for at
that meeting.

      The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors.

      No reduction of the authorized  number of directors  shall have the effect
of removing any director prior to the expiration of his term of office.

      Section 5.  Resignations.  Any  director  may resign at any time by giving
written  notice of his  resignation to the Board or Chairman of the Board or the
President or the Secretary.  Any such resignation  shall take effect at the time
specified  therein or, if the time when it shall become  effective  shall not be
specified  therein,  immediately upon its receipt.  Unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.  If the Board of  Directors  accepts  the  resignation  of a director
rendered to take effect at a future time, the Board,  including the director who
has  tendered  his  resignation,  shall have power to elect a successor  to take
office when the resignation is to become effective.


                                       6
<PAGE>

      Section  6.  Removal.  The entire  Board of  Directors  or any  individual
director  may  be  removed  from  office  with  or  without  cause  by  vote  of
shareholders  holding a majority of the  outstanding  shares entitled to vote at
any annual or special meeting of  shareholders.  In case the entire Board or any
one or more  directors be so removed,  new  directors may be elected at the same
meeting of shareholders.

      Section 7. When Board May Declare Vacancies.  The Board of Directors shall
declare  vacant the office of a director if he be declared of unsound mind by an
order of court or  convicted  of a felony,  or may do so within  sixty (60) days
after  notice of his  election  if he does not  attend a meeting of the Board of
Directors.

      Section 8. Place of Meeting.  Regular  meetings of the Board of  Directors
shall be held at any place within or without the State of  California  which has
been  designated  from time to time by  resolution  of the  Board or by  written
consent of all members of the Board. In the absence of such designation, regular
meetings  shall be held at the  principal  office  of the  Corporation.  Special
meetings  of the Board may be held  either  at a place so  designated  or at the
principal office.

      Section 9.  Regular  Meetings.  A regular  annual  meeting of the Board of
Directors  for the purpose of election  of officers of the  Corporation  and the
transaction of any other business  coming before such meeting shall be held each
year immediately  following the adjournment of the annual shareholders'  meeting
and no notice of such  meeting to the elected  director  shall be  necessary  in
order to legally constitute the meeting,  provided a majority of the whole Board
shall be present.  If a majority  of the Board  shall not be present,  then such
regular  annual  meeting  may be held at such  time as  shall  be  fixed  by the
consent,  in writing,  of all of the  directors.  Other regular  meetings of the
Board may be held  without  notice  at such  time as shall  from time to time be
determined by the Board.

      Section 10. Special  Meetings.  Special meetings of the Board of Directors
for any purpose or purposes  shall be called at any time by the President or, if
he is absent or unable to act, by any Vice President or by any two directors. No
business  shall be  considered  at any special  meeting  other than the purposes
mentioned in the notice given to each  director of the meeting,  except upon the
unanimous consent of all directors.

      Section 11. Notice of Special Meetings.  Written notice of the time, place
and the purposes of all special  meetings shall be delivered  personally to each
director  or  sent to  each  director  by  mail  or by  other  form  of  written
communication,  charges prepaid, addressed to him at his address as shown on the
records of the  Corporation  or, if it is not so shown on the  records or is not
readily  ascertainable,  at  the  place  where  meetings  of the  directors  are
regularly  held.  In case such  notice is  mailed  or  telegraphed,  it shall be
deposited in the United States Mail or delivered to the telegraph company in the
place in which the principal  office of the Corporation is located at least five
(5) days prior to the time of the holding of the meeting. In case such notice is
delivered as above provided,  it shall be so delivered at least twenty-four (24)
hours  prior  to  the  time  of  the  holding  of  the  meeting.  Such  mailing,
telegraphing  of delivery as above  provided  shall be due,  legal and  personal
notice to such director.


                                       7
<PAGE>

      Section 12. Waiver of Notice. Any actions taken or approved at any meeting
of the Board of Directors, however called and noticed or wherever held, shall be
as valid as though taken or approved at a meeting  duly held after  regular call
and notice,  if a quorum be present and if,  either before or after the meeting,
each of the directors not present signs a written  waiver of notice or a consent
to holding such meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate record or made a part of
the minutes of the meeting.  If a director does not receive notice of a meeting,
but attends and  participates in the meeting,  he shall be deemed to have waived
notice of the meeting.

      Section 13.  Quorum.  At all meetings of the Board, a quorum shall consist
of a majority of the entire  number of  directors  and the acts of a majority of
the  directors  present at a meeting  at which a quorum is present  shall be the
acts of the Board of Directors except as may be otherwise  specifically provided
by statute or by the Articles of  Incorporation or by these Bylaws and except to
adjourn as hereinafter provided.  When the Board consists of one director,  then
one director shall constitute a quorum.

      Section  14.  Adjournment.  A quorum  of the  directors  may  adjourn  any
directors'  meeting to meet again at a stated day and hour;  provided,  however,
that in the  absence  of a quorum at either a regular or  special  meeting,  the
directors may adjourn to a later date but may not transact any business  until a
quorum has been secured.  At any adjourned meeting at which a required number of
directors shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

      Section 15. Notice of Adjournment. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned.

      Section 16. Fees and Compensation, Directors and members of committees may
receive such  compensation,  if any, for their services,  and such reimbursement
for expenses as may be fixed or determined by resolution of the Board.

      Section 17. Manifestation of Dissent. A director of the Corporation who is
present at a meeting of the Board of 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 unless such  director  shall
forward his  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 votes in favor of such action.

      Section 18. Action Without Meeting. Any action required or permitted to be
taken at a meeting  of the  directors  may be taken  without  a  meeting  if all
members of the Board shall  individually or collectively  consent to such action
by signing a written  record or  memorandum  thereof.  Such record or memorandum
shall have the same effect as a  unanimous  vote of the Board of  Directors  and
shall be filed  with the  Secretary  of the  Corporation  and made a part of the
corporate records.


                                       8
<PAGE>

                             ARTICLE IV - COMMITTEES

      Section 1.  Designation.  The Board of Directors may, by resolution passed
by a  three-fifths  vote of the whole Board,  designate one or more  committees,
each  committee to consist of one or more of the  directors of the  Corporation,
which to the extent  provided in the  resolution and permitted by law shall have
and may exercise the powers of the Board of Directors in the  management  of the
business  and affairs of the  Corporation,  except  where action of the Board of
Directors is required by law, and may authorize the seal of the  Corporation  to
be affixed to all papers  which may  require it. Such  committee  or  committees
shall  have  such  name  or  names  as may be  determined  from  time to time by
resolution adopted by the Board of Directors.

      Section 2.  Meetings.  Each  committee  shall meet at such times as may be
fixed by the committee or on the call of the  President.  Notice of the time and
place of the  meeting  shall be given to each  member  of the  committee  in the
manner provided for the giving of notice to members of the Board of Directors of
the time and place of special meetings of the Board of Directors. Each committee
shall keep  regular  minutes of its  proceedings  which shall be reported to the
directors at their next annual meeting.

      Section 3.  Quorum and  Voting.  A majority  of the members of a committee
shall  constitute  a  quorum  for  the  transaction  of  business.  The  act  of
three-fifths  of the  members of the  committee  present at a meeting at which a
quorum  is  present  shall  be the  act  of the  committee.  In the  absence  or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they  constitute  a  quorum,   may  unanimously   appoint  any  such  absent  or
disqualified  member. At all meetings of a committee,  each member present shall
have one (1) vote which shall be cast by him in person.

      Section 4. Waiver of Notice.  Any actions taken or approved at any meeting
of a committee, however called and notice or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice,  if a quorum be
present  and if,  either  before or after the  meeting,  each of the members not
present  signs a written  waiver of notice or a consent to holding such meetings
or an approval of the minutes thereof.

      Section 5. Removal.  The entire committee or any individual member thereof
may be removed from the committee with or without cause by unanimous vote of the
Board of Directors.

      Section  6.  Vacancies.  Notwithstanding  Section  4 above,  the  Board of
Directors  shall fill all vacancies in a committee  which may occur from time to
time.  An absence from a meeting does not  constitute a "vacancy" as the term is
used herein.


                                       9
<PAGE>

      Section 7. Action  Without  Meeting.  Any action which might be taken at a
meeting  of the  committee  may be  taken  without  a  meeting  if a  record  or
memorandum  thereof  be  made  in  writing  and  signed  by all  members  of the
committee.

                              ARTICLE V - OFFICERS

      Section 1. Officers.  Unless otherwise  stated in a resolution  adopted by
the Board of Directors,  the officers of the Corporation shall be a President, a
Vice President,  a Secretary and a Treasurer.  The Corporation may also have, at
the discretion of the Board of Directors,  a Chairman of the Board,  one or more
Vice  Presidents,  one or more  Assistant  Secretaries,  one or  more  Assistant
Treasurers,  and such other officers as may be appointed in accordance  with the
provisions  of  Section  3 of this  Article.  One  person  may  hold two or more
offices;  provided,  however,  that no  person  shall at the same  time hold the
offices of  President  and  Secretary or the offices of the  President  and Vice
President.

         Section  2. Election.  The officers of the  Corporation,  except
such officers as may be appointed in accordance with the provisions of Section 3
or  Section  5 of this  Article,  shall  be  chosen  annually  by the  Board  of
Directors,  and each  shall hold his  office  until he shall  resign or shall be
removed or otherwise  disqualified  to serve,  or his successor shall be elected
and qualified.

      Section 3. Subordinate  Officers.  The Board of Directors may appoint, and
may empower the President to appoint, such other officers as the business of the
Corporation  may require,  each of whom shall hold office for such period,  have
such  authority  and perform such duties as are provided in the Bylaws or as the
Board of Directors may from time to time determine.

      Section 4.  Removal and  Resignation.  Any officer may be removed,  either
with or without  cause,  by the Board of  Directors,  at any  regular or special
meeting  thereof,  or,  except  in case of any  officer  chosen  by the Board of
Directors,  by any officer  upon whom such power of removal may be  conferred by
the Board of Directors.

      Any officer may resign at any time by giving  written  notice to the Board
of Directors, or to the President,  or to the Secretary of the Corporation.  Any
such resignation  shall take effect at the date of the receipt of such notice or
at any  alternate  time  specified  therein;  and,  unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

      Section  5.   Vacancies.   A  vacancy  in  an  office  because  of  death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to such office.

      Section 6.  Chairman of the Board.  The  Chairman  of the Board,  if there
shall be such an officer, shall if present, preside at all meetings of the Board
of Directors and exercise and perform all other powers and duties as may be from
time to time  assigned to him by the Board of  Directors  or  prescribed  by the
Bylaws.


                                       10
<PAGE>

      Section 7. President. Subject to such powers and duties, if any, as may be
assigned by the Board of  Directors  to the  Chairman of the Board,  if there be
such an  officer,  the  President  shall be the Chief  Executive  Officer of the
Corporation  and shall,  subject to the control of the Board of Directors,  have
general  supervision,  direction and control of the business and officers of the
Corporation, including:

            (a) She shall  preside at all meetings of the  shareholders  and, in
      the  absence of the  Chairman  of the Board,  or if there be none,  at all
      meetings of the Board of Directors.

            (b) She shall sign or  countersign,  as may be  necessary,  all such
      bills,  notes,  checks,  contracts and other instruments as may pertain to
      the ordinary  course of the  Corporation's  business  and shall,  with the
      Secretary,  sign the minutes of all shareholders' and directors'  meetings
      over which he may have presided.

            (c) She shall execute bonds, mortgages and other contracts requiring
      a seal  under  the  seal of the  Corporation,  except  where  required  or
      permitted by law to be otherwise  signed and executed and except where the
      signing and execution thereof shall be expressly delegated by the Board of
      Directors to some other officer or agent of the Corporation.

            (d) At the annual  meeting of the  shareholders,  he shall  submit a
      complete report of the operations of the Corporation's affairs as existing
      at the close of each year and shall report to the Board of Directors  from
      time to time all such matters  coming to his attention and relating to the
      interest of the  Corporation  as should be brought to the attention of the
      Board.

            (e) She shall be an ex officio member of all standing committees, if
      any;  and he shall have such usual  powers and duties of  supervision  and
      management  as may pertain to the office of the  President  and shall have
      such  other  powers  and  duties  as may be  prescribed  by the  Board  of
      Directors or the Bylaws.

      Section 8. Executive Vice President. The Executive Vice President shall be
the executive  officer of the  Corporation  next in authority to the Chairman of
the Board and the  President,  both of whom he shall assist in the management of
the business of the Corporation and the implementation of orders and resolutions
of the Board of  Directors.  In the absence of the Chairman of the Board and the
President,  he shall  preside at all  meetings  of the  shareholders  and of the
directors,  and shall  exercise all other powers and perform all other duties of
the Chairman of the Board and the President;  he shall be ex officio a member of
all standing committees;  and he shall perform such other duties as the Board of
Directors may from time to time prescribe.

      Section 9. Vice President.  In the absence or disability of the President,
the Vice  Presidents,  in order of their rank as fixed by the Board of Directors
or, if not ranked,  the Vice  President  designated  by the Board of  Directors,
shall  perform all the duties of the President  and, when so acting,  shall have
all the powers of, and be subject to all the  restrictions  upon, the President.
The Vice  Presidents  shall have such other powers and perform such other duties
as from time to time may be  prescribed  for them  respectively  by the Board of
Directors or the Bylaws.


                                       11
<PAGE>

      Section 10.  Secretary.  The Secretary  shall keep or cause to be kept, at
the  principal  office of the  Corporation  or such other  place as the Board of
Directors  may  order,  a book of  minutes  of all  meetings  of  directors  and
shareholders,  with the time and place of holding,  whether  regular or special,
and, if special,  how authorized,  the notice thereof given,  the names of those
present at directors'  meetings,  the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

      The Secretary shall keep, or cause to be kept, at the principal  office of
the  Corporation or at the office of the  Corporation's  transfer agent, a share
ledger, showing the names of the shareholders and their addresses, the number of
classes of shares held by each, the number and date of  certificates  issued for
the  same,  and  the  number  and  date of  cancellation  of  every  certificate
surrendered for cancellation.

      The Secretary shall give, or cause to be given,  notice of all meetings of
the shareholders and of the Board of Directors  required by the Bylaws or by law
to be given, and he shall keep the seal of the Corporation in safe custody.  She
shall also sign,  with the President or Vice  President,  all contracts,  deeds,
licenses and other  instruments when so ordered.  She shall make such reports to
the Board of  Directors  as they may request and shall also prepare such reports
and  statements  as are  required by the laws of the State of Delaware and shall
perform such other duties as may be  prescribed  by the Board of Directors or by
the Bylaws.

      The Secretary shall allow any shareholder,  on application,  during normal
business  hours,  to  inspect  the  share  ledger.   He  shall  attend  to  such
correspondence  and perform such other duties as may be incidental to his office
or as may be properly  assigned to him by the Board of Directors.  The Assistant
Secretary or  Secretaries  shall perform the duties of the Secretary in the case
of his absence or  disability  and such other  duties as may be specified by the
Board of Directors.

      Section 11. Treasurer.  The Treasurer shall keep and maintain, or cause to
be kept and  maintained,  adequate and correct  accounts of the  properties  and
business  transactions  of the  Corporation,  including  account of its  assets,
liabilities,  receipts,  disbursements,  gains,  losses,  capital,  surplus  and
shares. The books of account shall at all reasonable times be open to inspection
by a director.

      The Treasurer shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such  depositories as may be designated by
the Board of Directors.  She shall disburse the funds of the  Corporation as may
be  ordered  by the  Board of  Directors,  shall  render  to the  President  and
directors,  whenever they request it, an account of all of his  transactions  as
Treasurer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be  prescribed by the Board of
Directors.


                                       12
<PAGE>

      The  Assistant  Treasurer or  Treasurers  shall  perform the duties of the
Treasurer in the event of his absence or disability and such other duties as the
Board of Directors may determine.

      Section 12.  Delegation of Duties. In case of the absence or disability of
any  officer  of the  Corporation  or for any  other  reason  that the  Board of
Directors  may deem  sufficient,  the  Board of  Directors  may,  by a vote of a
majority of the whole Board,  delegate for the time being,  the powers or duties
or any of them, of such officer to any other officer or to any directors.

                          ARTICLE VI - SHARES OF STOCK

      Section 1. Certificates of Stock. A certificate or certificates for shares
of the capital stock of the Corporation shall be issued to each shareholder when
any such  shares  are  fully  paid,  showing  the  number  of the  shares of the
Corporation  standing on the books in his name. All such  certificates  shall be
signed by the  President or a Vice  President  and the Secretary or an Assistant
Secretary,  or be authenticated by facsimiles of the signatures of the President
and  Secretary  or by a facsimile  of the  signature  of the  President  and the
written signature of the Secretary or an Assistant Secretary.  Every certificate
authenticated  by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk and registered by an incorporated  bank or trust company
as registrar of transfer.  Such  certificates  shall also be numbered and sealed
with the seal of the  Corporation.  Such seal may be a  facsimile,  engraved  or
imprinted.

      Section 2. Record of Shareholders; Transfer of Shares. There shall be kept
at the  registered  office of the  Corporation in the State of Delaware a record
containing the names and addresses of all shareholders of the  Corporation,  the
number  and class of shares  held by each and the dates  when they  respectively
became the owners of record thereof; provided, however, that the foregoing shall
not be  required  if the  Corporation  shall keep at its  registered  office the
address,  including  street  number,  if any, of the  custodian  of such record.
Duplicate  lists may be kept in such other state or states as may,  from time to
time, be determined by the Board. Transfers of stock of the Corporation shall be
made on the books of the Corporation  only upon  authorization by the registered
holder  thereof  or by his  attorney  lawfully  constituted  in  writing  and on
surrender and cancellation of a certificate or certificates for a like number of
shares of the same class  properly  endorsed or  accompanied  by a duly executed
stock  transfer  power and  payment  of all taxes  thereon,  with such  proof of
authenticity  of the signatures as the  Corporation  or its transfer  agents may
reasonably require.

      Section 3. Record Date and Closing Stock Books. The Board of Directors may
fix a time as a record date for the  determination of the shareholders  entitled
to notice of and to vote at any meeting of  shareholders  or entitled to receive
any dividend or  distribution,  or any allotment of right, or to exercise rights
in respect to any change,  conversion, or exchange of shares. The record date so
fixed  shall be not more than  sixty (60) days nor less than ten (10) days prior
to the date of the meeting or event for the purposes of which it is fixed.  When
a record date is so fixed, only shareholders of record on that date are entitled
to notice of and to vote at the meeting or to receive a dividend,  distribution,
or  allotment  of  rights,  or to  exercise  the  rights,  as the  case  may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date.


                                       13
<PAGE>

      Section 4. Registered  Shareholders.  The Corporation shall be entitled to
recognize  the holder of record of any share or shares of stock as the exclusive
owner thereof for all purposes, and accordingly, shall not be bound to recognize
any  equitable  or other  claim to or interest in such shares on the part of any
other person,  whether or not it shall have the express or other notice thereof,
except as otherwise provided by law.

      Section  5. Lost  Certificates.  Except  as  hereinafter  in this  section
provided,  no one  certificate  for shares shall be issued in lieu of an old one
unless the latter is  surrendered  and cancelled at the same time.  The Board of
Directors may,  however,  in case any  certificate  for shares is lost,  stolen,
mutilated or  destroyed,  authorize  the issuance of a new  certificate  in lieu
thereof,  upon  such  terms  and  conditions  including  indemnification  of the
Corporation reasonably satisfactory to it, as the Board shall determine.

      Section 6. Regulations; Appointment of Transfer Agents and Transfer Agents
and  Registrars.  The Board may make such rules and  regulations  as it may deem
expedient concerning the issuance, transfer and registration of certificates for
shares of stock.  It may appoint one or more  transfer  agents or  registrars of
transfer,  or  both,  and may  require  all  certificates  of  stock to bear the
signature of either or both.

      Section 7. Treasury Shares.  Treasury  shares,  or other shares not at the
time issued and outstanding,  shall not, directly or indirectly, be voted at any
meeting of the  shareholders,  or counted in calculating the actual voting power
of shareholders at any given time.

      Section 8. Fractional  Shares.  Certificates of fractional shares of stock
may be  issued  at the  discretion  of the Board of  Directors.  The  registered
ownership  of  any  fractional   share   represented  by  such   certificate  or
certificates shall entitle the holder thereof to receive dividends,  participate
in the corporate  assets in the event of liquidation of the  Corporation  and to
exercise voting rights in person or by proxy.

                     ARTICLE VII - EXECUTION OF INSTRUMENTS

      Section 1. Contracts.  The Board or any authorized committee may authorize
any  officer or  officers,  agent or agents,  to enter into any  contract  or to
execute and deliver in the name and on behalf of the Corporation any contract or
other  instrument,  except  certificates  representing  shares  of  stock of the
Corporation,  and such  authority  may be general or may be confined to specific
instances.

      Section 2. Checks and Drafts.  All checks,  drafts or other orders for the
payment of money,  notes,  acceptances or other evidences of indebtedness issued
by or 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 be
determined from time to time by resolution of the Board.


                                       14
<PAGE>

      Section 3.  Deposits;  Bank  Accounts.  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  depositories as the Board
may  from  time to time  designate  or as may be  designated  by an  officer  or
officers of the  Corporation to whom such power of designation  may from time to
time be  delegated  by the  Board.  The Board may make  such  special  rules and
regulations  with  respect  to such bank  accounts,  not  inconsistent  with the
provisions of these Bylaws, as it may deem expedient.  Unless otherwise provided
by  resolution  of the  Board,  endorsements  for  deposit  to the credit of the
Corporation  in  any  of  its  duly  authorized  depositories  may  be  made  by
hand-stamped  legend in the name of the Corporation or by written endorsement of
any officer without countersignature.

      Section  4.  Loans.  No  loans  shall  be  contracted  on  behalf  of  the
Corporation  unless  authorized by the Board,  but when so authorized,  unless a
particular  officer  or  agent  is  directed  to  negotiate  the  same,  may  be
negotiated, up to the amount so authorized, by the President or a Vice President
or the Treasurer;  and such officers are hereby severally  authorized to execute
and  deliver  in the  name  and on  behalf  of the  Corporation  notes  or other
evidences of indebtedness countersigned by the President or a Vice President for
the amount of such  loans and to give  security  for the  payment of any and all
loans, advances and indebtedness by hypothecating,  pledging or transferring any
part or all of the property of the  Corporation,  real or personal,  at any time
owned by the Corporation.

      Section 5. Sale or Transfer of Securities Held by the  Corporation.  Stock
certificates, bonds or other securities at any time owned by the Corporation may
be held on behalf of the Corporation or sold,  transferred or otherwise disposed
of pursuant to  authorization  by the Board, or of any committee  thereunto duly
authorized, and when so authorized to be sold, transferred or otherwise disposed
of, may be transferred  from the name of the Corporation by the signature of the
President or a Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary.

                          SECTION VIII - MISCELLANEOUS

      Section 1.  Fiscal  Year.  The  fiscal  year of the  Corporation  shall be
determined by the Board.

      Section 2. Seal. The corporate seal shall have inscribed  thereon the name
of the  Corporation,  the words "Corporate Seal" and the name of the state under
the laws of which the Corporation exists.

      Section 3. Annual Report.  The Board of Directors shall not be required to
send to shareholders an annual report of this Corporation.


                                       15
<PAGE>

      Section  4.  Inspection  of  Corporation  Records.  The  share  ledger  or
duplicate share ledger,  the books of account,  copy of the Bylaws,  as amended,
certified by the Secretary,  and minutes of proceedings of the  shareholders and
directors  and of any  committee  of the  Board of  Directors  shall be open for
inspection  upon the  written  demand of any  shareholder  or holder of a voting
trust  certificate,  during  the  usual  hours for  business,  and for a purpose
reasonably  related  to his  interests  as a  shareholder  or as the holder of a
voting trust certificate and shall be exhibited at any time when required by the
demand of ten  percent  (10%) of the  shares  represented  at any  shareholders'
meeting.  Such  inspection  may be made in person or by an agent or attorney and
shall include the right to make extracts.  Demand of inspection  other than at a
shareholders' meeting shall be made in writing,  under oath, upon the President,
Secretary  or  Assistant  Secretary  of the  Corporation  at  the  Corporation's
registered or principal  office.  In every  instance  where an attorney or other
agent shall be the person who seeks the right to  inspection,  the demand  under
oath shall be  accompanied  by a Power of Attorney or such other  writing  which
authorizes the attorney or other agent to so act on behalf of the shareholder.

      Section 5.  Dividends.  Dividends  upon the shares of the capital stock of
the  Corporation  may be  declared  and paid out of  surplus  or, if there is no
surplus,  out of net profits of the Corporation,  to the extent permitted by the
laws of the State of Delaware,  by the Board of Directors in their discretion at
any regular or special meeting.  Dividends may be paid in cash, in property,  or
in shares of capital stock.

      Before payment of any dividend, there may be set aside out of the funds of
the  Corporation  available for dividends  such sum or sums as the directors may
from time to time, in their absolute discretion,  think proper as a reserve fund
to meet contingencies, for equalizing dividends, or for repairing or maintaining
any property of the  Corporation,  or for such other  purposes as the  directors
think  conductive  to the  interests of the  Corporation,  and the directors may
modify or abolish any such reserve in the manner in which it was created.

                              ARTICLE IX - NOTICES

      Section  1.  Form of  Notices.  Whenever,  under the  provisions  of these
Bylaws, notice is required to be given to any director,  officer or shareholder,
it shall not be construed to mean personal notice,  but such notice may be given
in writing,  by mail,  by  depositing  the same in the United  States Mail, in a
postpaid sealed wrapper,  addressed to such director,  officer or shareholder at
such address as appears on the books of the Corporation, or, in default of other
address, to such director,  officer or shareholder at the general post office in
the city where the  Corporation's  principal office is located,  and such notice
shall be deemed to be given at the time when the same shall be thus mailed.

      Section 2.  Waiver of Notice.  Any  shareholder,  director  or officer may
waive an notice  required  to be given under  these  Bylaws by a written  waiver
signed by the person,  or persons,  entitled to such notice,  whether  before or
after the time stated therein, and such waiver shall be deemed equivalent to the
actual giving of such notice.


                                       16
<PAGE>

                             ARTICLE X - AMENDMENTS

      Section 1. Who May Amend. These Bylaws may be amended, altered, changed or
repealed  by the  affirmative  vote  of a  majority  of the  shares  issued  and
outstanding,  and entitled to vote thereat, at any regular or special meeting of
the  shareholders  if notice of the proposed  amendment,  alteration,  change or
repeal be contained in the notice of the meeting,  or by the affirmative vote of
the majority of the Board of Directors at any regular or special  meeting of the
Board of Directors; provided, however, that the Board of Directors shall have no
power to adopt,  amend or alter any Bylaws fixing their number,  qualifications,
classifications,  term of office or the right of the shareholders to remove them
from office.

                          ARTICLE XI - INDEMNIFICATION

      Section 1.  Indemnification:  Actions Other Than by the  Corporation.  The
Corporation  shall have the 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,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was  serving  the  request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees,
judgments,  fines  and  amounts  paid in  settlement)  actually  and  reasonably
incurred by him in connection with such action, suit or proceeding,  if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the Corporation,  and, with respect to any criminal action
or proceeding had no reasonable  cause to believe his conduct was unlawful.  The
termination of any action, suit or proceedings by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      Section 2.  Indemnification:  Actions by the Corporation.  The Corporation
shall  have  the  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 or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation and expect that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation,  unless and only to the extent  that the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonable  entitled to indemnify for such expenses  which
such court shall deem proper.


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<PAGE>

      Section 3. Right to  Indemnification.  To the extent  that any  present or
former  director,  officer and  employee and any person who is or was serving at
the request of the  Corporation  as a  director,  officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, or any agent
of the  Corporation  or any person who is or was  serving at the  request of the
Corporation  as an agent of another  corporation,  partnership,  joint  venture,
trust or other  enterprise,  has been  successful  on the merits or otherwise in
defense of any  action,  suit or  proceeding  referred to in Sections 1 and 2 of
this Article XI, or in defense of any claim,  issue or matter therein,  he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him in connection therewith.

      Section 4. Authorization of  Indemnification.  Any  indemnification  under
Sections 1 and 2 of this Article XI (unless ordered by a court) shall be made by
the  Corporation  only as authorized  in the specific case upon a  determination
that  indemnification of the director,  officer,  employee or agent is proper in
the  circumstances  because he has met the  applicable  standard  of conduct set
forth in Section 1 and 2 of this Article XI. Such  determination  shall be made:
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action,  suit or  proceeding;  or if such quorum is
not obtainable,  or, even if obtainable a quorum of  disinterested  directors so
directs,  by  independent  legal  counsel  in  a  written  opinion;  or  by  the
shareholders.

      Section 5.  Advance  Indemnification.  Expenses  incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final  disposition of such action,  suit or
proceeding  as  authorized  by the Board of Directors in the specific  case upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such amount unless it shall  ultimately be determined  that he is entitled to be
indemnified  by the  Corporation as authorized in this Article XI. Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the Board of Directors deems appropriate.

      Section 6. Non-Exclusive Indemnification.  The indemnification provided by
this Article XI shall not be deemed exclusive of any other rights to which those
seeking  indemnification  may be entitled  under any bylaw,  agreement,  vote of
shareholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

      Section 7.  Insurance.  The  Corporation  shall have power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership  joint  venture,  trust or other  enterprise  against any  liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article XI.

      Section 8.  Constituent  Corporation.  For the  purposes of this  Article,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation  or merger as well as the resulting or surviving  corporation so
that any person who is or was a director,  officer,  employee or agent of such a
constituent  corporation or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article XI with respect to the resulting
or surviving corporation in the same capacity.


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                            CERTIFICATE OF SECRETARY

      The  undersigned,  being the duly  elected  and  acting  Secretary  of the
Corporation,  hereby certifies that the foregoing Bylaws, after having been read
section by section, were approved by the directors of this Corporation.

      Dated this of June 22, 2000.



                                             -----------------------------------
                                                 Julie Holmes, Secretary


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