BY-LAWS
                                     -------

                                       OF
                                       --
                       CELEBRITY ENTERTAINMENT GROUP, INC.



                               ARTICLE I - OFFICES
                               -------------------

The  executive  office  of  the Corporation shall be in the State of Florida  or
within  other  such  domicile as may be directed by the Board of Directors.  The
Corporation  may  have such other offices, either within or without the State of
Florida,  as  the  Board  of  Directors  may designate or as the business of the
Corporation  may  require  from  time  to  time.
 .
The  registered  office  of  the  Corporation, may be maintained in the State of
Wyoming,  and  need  not be  identical with the principal office in the State of
Florida,  and  the  address of the registered office may be changed from time to
time  by  the  Board  of  Directors.

                      ARTICLE II - MEETING OF SHAREHOLDERS
                      ------------------------------------

Section  1  -  Annual  Meetings:  (Section  7.01*)
--------------------------------

An  annual meeting of the shareholders of the Corporation may be held each year,
at  the  discretion  of  the  Board  of  Directors,  for the purpose of electing
directors,  and  for transacting such other business as may properly come before
the  meeting.

Failure  to  hold an annual meeting at the time stated in or fixed in accordance
with  these  Bylaws  does  not  affect  the  validity  of such corporate action.

Section  2-  Special  Meetings:  (Section  7.02)
-------------------------------

Special  meetings of the shareholders may be called for any purpose or purposes,
unless otherwise prescribed by statute, at any time by the Board of Directors or
by  the  President, and shall be called by the President or the Secretary at the
written  request  of  the  holders of not less than twenty per cent (20%) of all
shares  of the Corporation then outstanding entitled to vote thereat, so long as
such  written  request is signed by all shareholders mentioned herein, describes
the  purpose  or  proposes  for  which  it is to be held and is delivered to the
Corporation.

Section  3  -  Place  of  Meetings:  (Section  7.01)
-----------------------------------
The  Board  of  Directors  may designate any place, either within or without the
State  of  Wyoming,  as  the  place of meeting for any annual or for any special
meeting  called  by  the Board of Directors.  If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the executive
office  of  the  Corporation  in  the  State  of  Florida.

Section  4  -  Notice  of  Meetings:  (Section  7.05  &  7.06)
------------------------------------
(a)Written  notice  of  each meeting of shareholders, whether annual or special,
stating  the  time,  date,  hour  of  the  meeting
and  place  where  it  is  to be held, and in the case of a special meeting, the
purpose  or  purposes  for  which  the meeting is called *Note: Unless otherwise
stated  in  these  Bylaws, all references to "Section" refers to sections within
the  Model  Business  Corporation  Act., described in the notice of such special
meeting  may  be  conducted  at  any  such  shareholder  meeting)  shall, unless
otherwise prescribed by law, be served either personally or by mail by or at the
direction  of  the  President  or  Secretary,  or the officer or other person or
persons  calling  the  meeting, not less than ten or more than sixty days before
the  meeting,  upon each shareholder of record entitled to vote at such meeting,
and  to  any  other  shareholder to whom the giving of notice may be required by
law.  If  mailed,  such notice shall be deemed to be delivered when deposited in
the  United  States  mail, addressed to the shareholder at his/her address as it
appears  on  the  stock  transfer books of the Corporation, with postage thereon


                                     - 39 -
<PAGE>
prepaid.  If,  at  any  meeting,  action  is proposed to be taken that would, if
taken,  entitle shareholders to receive payment for their shares pursuant to the
Business  Corporation  Act, the notice of such meeting shall include a statement
of that purpose and to that effect.  If mailed, such notice shall be directed to
each  such  shareholder  at  his  address,  as  it appears on the records of the
shareholders  of the Corporation, unless he shall have previously filed with the
Secretary  of the Corporation a written request that notices intended for him be
mailed  to  some other address, in which case, it shall be mailed to the address
designated  in  such  request.

(b)  Notice  of  any  meeting  need  not be given to any person who may become a
shareholder  of  record  after  mailing  of  such notice, to any shareholder who
submits a signed waiver of notice either before or after such meeting, or to any
shareholder who attends such meeting, in person or by proxy, and fails to object
to  lack  of  notice or defective notice of the meeting at the beginning of such
meeting.

(c)  If  an  annual or special shareholders' meeting is adjourned to a different
date,  time,  or place, notice need not be given of the new date, time, or place
if  the new date, time, or place is announced at the meeting before adjournment.
If  a  new  record  date  for  the  adjoined meeting is or must be fixed by law,
however,  notice  of  the  adjourned meeting must be given under this section of
these  Bylaws  to  persons  who  are  shareholders  as  of  the new record date.

Section  5  -  Quorum:  (Section  7.25)
----------------------
(a)  Except  as  otherwise  provided  herein,  or  by law, or in the Articles of
Incorporation  (such  Articles  and  any  amendments  thereof  being hereinafter
collectively  referred  to  as  the  "Articles  of  Incorporation",  at  all
shareholders'  meetings, a majority of the shares of the Corporation entitled to
vote  thereat and represented at such meeting either in person or by proxy shall
constitute a quorum.  If less than a majority of the outstanding shares entitled
to  vote are represented at a shareholders' meeting, a majority of the shares so
represented  may  adjourn the meeting from time to time without  further notice.
At  such  adjourned meeting at which a quorum shall be present or presented, any
business  may  be  transacted  which was outlined in the original notice for the
meeting.  The  shareholders  present at a duly organized meeting may continue to
transact  business  until  adjournment, notwithstanding the withdrawal of enough
shareholders  to  leave  less  than  a  quorum.

Section  6  -  Voting:  (Section  7.04,  7.21  &  7.22)
----------------------

(a)  Except  as  otherwise  provided  by  statute  or  by  the  Articles  of
Incorporation,  any corporate action, other than the election of directors to be
taken  by  vote  of the shareholders, shall be authorized by a majority of votes
cast  at  a  meeting  of  shareholders by the holders of shares entitled to vote
thereon.

(b)  Except  as  otherwise  provided  by  statute  or  by  the  Articles  of
Incorporation,  at  each  meeting of shareholders, each outstanding share of the
Corporation  entitled  to  vote  thereat, shall be entitled to one vote for each
share  registered  in  his  name  on the books of the Corporation on each matter
voted  on  at  such  shareholders'  meeting.

(c)  Each  shareholder entitled to vote or to express consent or dissent without
a  meeting,  may  do  so  in  person  or  by  proxy; provided, however, that the
instrument  authorizing such proxy to act shall have been executed in writing by
the  shareholder  himself,  or  by his duly authorized attorney-in-fact which is
sent to the Secretary or other officer or agent of the Corporation authorized to
tabulate  votesNo  proxy  shall  be valid after the expiration of eleven months
from  the  date  of  its  execution,  unless the persons executing it shall have
specified  therein  the  length  of  time  it  is  to  continue  in force.  Such
instrument  shall not be valid until received by the Secretary, or other officer
or agent authorized to tabulate votes at the meeting and shall be filed with the
records  of  the  Corporation.  The  death  or  incapacity  of  the  shareholder


                                     - 40 -
<PAGE>
appointing  a  proxy  does not affect the right of the Corporation to accept the
proxy's  authority  unless  notice of the death or incapacity is received by the
secretary  or  other  officer or agent of the Corporation authorized to tabulate
votes  before  the  proxy  exercises his or her authority under the appointment.

(d)  Any  action  required  or  permitted  to  be  taken  at  a  meeting  of the
shareholders  may  be  taken  without a meeting if a consent in writing, setting
forth the action so taken shall be signed by all of the shareholders entitled to
vote  with  respect  to  the  subject  matter  thereof.

                        ARTICLE III - BOARD OF DIRECTORS
                        --------------------------------

Section  1  -  Number,  Election  and  Term  of  Office:  (Section  8.03 & 8.06)
--------------------------------------------------------

(a)     The  number  of  the  directors  of  the Corporation shall be two ( 2 ),
(note:  only  one  director  is  required  by  law)  unless  and until otherwise
determined  by  vote  of  a  majority  of  the  entire  Board  of  Directors.

(b)  Except  as  may  otherwise  be  provided  herein  or  in  the  Articles  of
Incorporation,  the  members  of  the Board of Directors of the Corporation, who
need  not be shareholders or residents of the State of Wyoming, shall be elected
by  a  majority  of  the  votes by the holders of shares entitled to vote in the
election.

(c)  Each  director  shall  hold  office  until  his  successor  is  elected and
qualified,  or  until  his  prior  death,  resignation  or  removal.

Section  2  -  Duties  and  Powers:  (Section  8.01)
-----------------------------------

The  business  and  affairs  of the Corporation shall be managed by the Board of
Directors.

Section  3  -  Annual  and  Regular  Meetings;  Notice:  (Section  8.20)
-------------------------------------------------------

(a)  A  regular  annual  meeting of the Board of Directors shall be held without
any other notice than this Bylaw, immediately following and at the same place as
the  annual  meeting  of the shareholders at the place of such annual meeting of
shareholders.

(b)  The  Board  of  Directors, from time to time, may provide by resolution for
the  time  and  place,
either  within  or  without the State of  Wyoming, for the holding of additional
regular  meetings  without  other  notice  than  such  resolution.

(c)  The  Board  of  Directors  may  participate  in any meeting of the Board or
conduct  such meeting through the use of any means of communication in which all
Directors  participating  may simultaneously hear each other during the meeting.
Any  or  all Directors participating by this  means are deemed to be present and
in  person  at  such  meeting.

Section  4  -  Special  Meetings;  Notice:  (Section  8.22  &  8.23)
------------------------------------------

(a)  Special  meetings  of  the  Board  of  Directors may be called by or at the
request  of the President or by one of the directors, or by any other officer or
individual so specified by the Board, at such time and place as may be specified
in  the  respective  notices  or  waivers  of  notice  thereof.

(b)  The  person  or  person authorized to call such special meeting may fix any
places,  either  within or without the State of Wyoming as the place for holding
any  such  special  meeting  called  by  them.

(c)  Notice  of  special  meetings  shall  be  mailed directly to each director,
addressed  to  him at his residence or usual place of business, at least two (2)
days  before the day on which the meeting is to be held, or shall be sent to him
at  such  place  by  telegram,  radio  or  cable,  or  shall be delivered to him
personally  or  given  to  him  orally, not later than the day before the day on
which  the  meeting is to be held.  If mailed, such notice shall be deemed to be
delivered  when  deposited in the United States mail, so addressed, with postage
thereon prepaid.  If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered by the telegraph company.  A notice,
or  waiver  of notice, except as required by Section 8 of this Article III, need
not  specify  the  purpose  of  the  meeting.


                                     - 41 -
<PAGE>
(d)  Any Director may waive notice of any meeting.  The attendance of a director
at  a meeting shall constitute a waiver of notice of such meeting except where a
Director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction  of  any  business  because  the  meeting  is not lawfully called or
convened.

Section  5  -  Chairperson:
---------------------------
At  all  meetings of the Board of Directors the Chairperson of the Board, if any
and if present, shall preside.  If there shall be no Chairperson, or he shall be
absent,  then  the  President  shall  preside, and in his absence, a Chairperson
chosen  by  the  Directors  shall  preside.

Section  6  -  Quorum  and  Adjournments:  (Section  8.24)
-----------------------------------------

(a)  A  majority  of  the  number of Directors shall constitute a quorum for the
transaction  of  business  at any meeting of the Board of Directors, but if less
than  such  majority  is  present  at  the  meeting, a majority of the Directors
present  may  adjourn  the  meeting  from  time  to time without further notice.

Section  7  -  Manner  of  Acting:  (Section  8.21  &  8.24)
----------------------------------

(a)  At all meetings of the Board of Directors, each director present shall have
one  vote,  irrespective  of the number of shares of stock, if any, which he may
hold.  (b)  If a quorum is present when a vote is taken, the affirmative vote of
a  majority of Directors present is the act of the Board of Directors unless the
Articles  of  Incorporation or these Bylaws require the vote of a greater number
of  Directors.

(c)  A  Director  who  is  present  at  a meeting of the Board of Directors or a
committee  of the Board of Directors when corporate action is taken is deemed to
have assented to the action taken unless: (I) he objects at the beginning of the
meeting,  or promptly upon his arrival, to holding it or transacting business at
the  meeting; (ii) his dissent or abstention from the action taken is entered in
the  minutes  of the meeting; or (iii) he delivers written notice of his dissent
or  abstention to the presiding officer of the meeting before it is adjourned or
to  the  Corporation immediately after adjournment of the meeting.  The right of
dissent  or  abstention is not available to a Director who votes in favor of the
action  taken.

(d)  Any action required or permitted to be taken by the Board of Directors at a
meeting  may  be  taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors and included in the
minutes  or  filed  with the corporate records reflecting the action taken.  Any
such  action  taken  without  a  meeting shall be deemed effective when the last
director  signs  the consent, unless the consent specifies a different effective
date.  and  such  signed  consent  has  the  effect of a meeting vote and may be
described  as  such  in  any  document.
Section  8  -  Vacancies:  (Section  8.10)
-------------------------

(a)  Unless  the  Articles  of  Incorporation of the Corporation or these Bylaws
provide  otherwise,  if a vacancy occurs on the Board of Directors , including a
vacancy  resulting  from  any  increase  in
the  number  of  Directors:

     (i)  the  shareholders  may  fill  the  vacancy;
     (ii) the  Board  of  Directors  may  fill  the  vacancy;  or
     (iii)if  the Directors remaining in office constitute fewer than a quorum
          of  the  Board, they may fill the vacancy by the affirmative vote of a
          majority  of  all  the  Directors  remaining  in  office.

(b)  If  the  vacant  office was held by a Director elected by a voting group of
shareholders, only the shareholders of that voting group are entitled to vote to
fill  the  vacancy  if  it  is  filled  by  the  shareholders.

(c)  A vacancy that will occur at a specific later date may be filled before the
vacancy  occurs,  but
the  new  Director  may  not  take  office  until  the  vacancy  occurs.

Section  9  -  Resignation:  (Section  8.07)
---------------------------


                                     - 42 -
<PAGE>
Any  director  may  resign  at  any  time  by  delivering  written notice to the
Corporation.  A resignation is effective when the notice is delivered unless the
notice  specifies  a  later  effective  date.

Section 10 - Removal of Directors by Shareholders and Directors:  (Section 8.08)
----------------------------------------------------------------

(a)  Any  director  may  be  removed  with  or  without cause at any time by the
shareholders  of  the Corporation at a special meeting called for the purpose of
removing  him  and the meeting notice must state that the purpose, or one of the
purposes,  of  the  meeting  is  removal  of  the  director.

(b)  Any  director elected by a voting group of shareholders may be removed only
by  the  shareholders  of  that  voting  group.

(c)  Any  director  may  be  removed  for  cause  by  action  of  the  Board.

Section  11  -  Salary:  (Section  8.11)
-----------------------

By  resolution  of  the  Board  of  Directors, each Director may be paid his/her
expenses,  if  any, of attendance at each meeting of the Board of Directors, and
may  be  paid  a  fixed  sum  for
attendance  at  each  meeting  of the Board of Directors.  No such payment shall
preclude  any  Director  from  serving the Corporation in any other capacity and
receiving  compensation  therefor.

Section  12  -  Contracts:  (Section  8.31)
--------------------------

(a)  No  contract  or  other  transaction between this Corporation and any other
Corporation shall be voidable by the Corporation solely because of a director or
directors'  interest  in  a  transaction  if:

     (i)  the  material  facts of the transaction and the director or directors'
interest  was disclosed or known to the Board of Directors or a committee of the
Board  of  Directors  and  the  Board  or  Directors  or committee authorized or
approved,  or  ratified  the  transaction;
     (ii)  the  material facts of the transaction and the director or directors'
interest  were  disclosed or known to the shareholders entitled to vote and they
authorized,  approved,  or  ratified  the  transaction;  or
     (iii)  the  transaction  was  fair  to  the  Corporation.

Such interested Director or Directors may be counted in determining the presence
of a quorum at such meeting.  However, such interested director or directors may
not  be  counted  in determining a vote by the Board of Directors to ratify such
contract  or  transaction in which such director or directors is/are interested.

Section  13  -  Committees:  (Section  8.25)
---------------------------

The  Board of Directors may, by resolution, authorize one or more committees and
appoint  members of the Board of Directors to serve on such committees with such
powers and authority, to the extent permitted by law, as may be provided in such
resolution.  Sections  2, 3, 4, 6, and 7 of these Bylaws, governing authority of
the Board of Directors, meetings, action without meetings, notice and quorum and
voting  requirements  shall  apply  to  committees  and  their  members as well.

Section  14  -  Contracts:
--------------------------

The  Board  of Directors may authorize any Officer or Officers, agent or agents,
to  enter into any contract or execute and deliver any instrument in the name of
and  on behalf of the Corporation, and such authority may be general or confined
to  specific  instances.

Section  15  -  Loans:
----------------------

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


                                     - 43 -
<PAGE>
Section  16  -  Checks,  Drafts,  etc.:
---------------------------------------

All  checks,  drafts  or  other  orders for the payment of money, notes or other
evidences  of indebtedness issued in the name of the Corporation shall be signed
by  such  Officer  or  Officers,  agent or agents of the Corporation and in such
manner  as  shall  from time to time be determined by resolution of the Board of
Directors.

Section  17  -  Deposits:
-------------------------

All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or other
depositories  as  the  Board  of  Directors  may  select

                              ARTICLE IV - OFFICERS
                              ---------------------

Section 1 - Number, Qualifications, Election and Term of Office:  (Section 8.40)
----------------------------------------------------------------

(a)  The  officers  of the Corporation shall consist of a President, one or more
Vice-Presidents (the number thereof to be determined by the Board of Directors),
a  Secretary,  a  Treasurer, and such other officers, including a Chairperson of
the  Board,  as the Board from time to time may deem necessary, each of which is
elected  by  the  Board  of  Directors.  Any  Officer  need not be a Director or
share-holder  of  the  Corporation.  Any  two or more offices may be held by the
same  person.

(b)  The  officers  of the Corporation shall be elected annually by the Board of
Directors  at  the  first  meeting of the Board following each annual meeting of
shareholders.  If  the  election  of Officers shall not be held at such meeting,
such  election shall be held as soon thereafter as conveniently may be possible.

(c)  Each  officer  shall  hold  office until the annual meeting of the Board of
Directors  next  succeeding  his/her election, and until his/her successor shall
have  been  duly  elected and shall have been qualified, or until his/her death,
resignation  or  removal.

Section  2  -  Resignation:  (Section  8.43)
---------------------------

Any  officer  may  resign  at  any  time  by  delivering  written notice of such
resignation  to  the Corporation.  Such  resignation shall become effective when
delivered  to  the  Corporation,  unless
such  resignation specifies a later effective date.  If such resignation is made
effective at a later date and the Corporation accepts the future effective date,
the  Corporation's  Board  of  Directors may fill the pending vacancy before the
effective  date  if  the Board of Directors provides that the successor does not
take  office  until  the  effective  date.

Section  3  -  Removal:  (Section  8.43)
-----------------------
The Board of Directors may remove any officer at any time with or without cause.

Section  4  -  Vacancies:  (Section  8.43)
-------------------------
A  vacancy  in  any  office  by  reason of death, resignation, inability to act,
disqualification,  or  other-wise,  may  at any time be filled for the unexpired
portion  of  the  term  by  the  Board  of  Directors.

Section  5  -  Duties  of  Officers:  (Section  8.41)
------------------------------------

Each  officer  has the authority and shall perform the duties set forth in these
Bylaws, and to the extent consistent with these Bylaws, the duties prescribed by
the  Board of Directors or by the direction of an officer or officers authorized
by  the  Board  of  Directors  to  prescribe  the  duties  of  officers.


                                     - 44 -
<PAGE>
Section  6  -  President:
-------------------------
The  President  shall be the Principal Executive Officer of the Corporation and,
subject to the control of the Board of Directors, shall in general supervise and
control  all of the business and affairs of the Corporation.  He/she shall, when
present,  preside  at all meetings of the shareholders of the Corporation and of
the  Board of Directors. He/She may sign, with the Secretary or any other proper
Officer  of  the  Corporation  thereunto  authorized  by the Board of Directors,
certificates  for  shares  of  the  Corporation  and  deeds,  mortgages,  bonds,
contracts,  or  other instruments which the Board of Directors has authorized to
be  executed,  except  in cases where the signing and execution thereof shall be
expressly  delegated  by the Board of Directors or by these Bylaws to some other
Officer or agent of the Corporation, or shall be required by law to be otherwise
signed  or  executed,  and  in  general shall perform all duties incident to the
office  of  President and such other duties as may be prescribed by the Board of
Directors  from  time  to  time.

Section  7  -  Vice-Presidents:
-------------------------------
In  the  absence of the President or in the event of his/her death, inability or
refusal  to  act, the Vice-President or Vice-Presidents, in the order designated
at  the  time  of  their  election, or in the absence of any designation, in the
order  of their election, shall perform 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.  Any Vice-President may sign, with the Secretary or an Assistant
Secretary,  certificates  for  shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him/her by the President or
by  the  Board  of  Directors.

Section  8  -  Secretary:
-------------------------

The  Secretary  shall:
(a)  keep the minutes of the proceedings of the shareholders and of the Board of
Directors  in  one  or  more  books  provided  for  that  purpose;
(b)  see  that  all  notices are duly given in accordance with the provisions of
these  Bylaws  or  as  required  by  law;
(c)  be  custodian  of  the corporate records and of the seal of the Corporation
and  see  that  the  seal  of  the  Corporation  is affixed to all documents the
execution  of  which  on  behalf  of  the  Corporation  under  its  seal is duly
authorized;
(d)  keep  a  register  of  the  post  office address of each shareholder of the
Corporation  which  shall  be  furnished  to  the Secretary by such shareholder.
(e)  sign  with  the  President, or a Vice-President, certificates for shares of
the  Corporation, the issuance of which shall have been authorized by resolution
of  the  Board  of  Directors;
(f)  have  general  charge  of  the stock transfer books of the Corporation; and
(g)  in  general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him/her by the President or
by  the  Board  of  Directors.

Section  9  -  Treasurer:
-------------------------

The  Treasurer  shall:
(a)  have  charge and custody of and be responsible for all funds and securities
of  the  Corporation;
(b)  receive  and  give  receipts  for moneys due and payable to the Corporation
from  any  source
whatsoever,  and  deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be authorized by the Board
of  Directors;  and

(c)  in  general  perform all the duties incident to the office of Treasurer and
such  other  duties  as from time to time may be assigned by the President or by
the  Board  of  Directors.  If required by the Board of Directors, the Treasurer
shall  give  a bond for the faithful discharge of his/her duties in such sum and
with  such  surety  or  sureties  as  the  Board  of  Directors shall determine.

Section  10  -  Assistant  Secretaries  and  Assistant  Treasurers:
-------------------------------------------------------------------

The  Assistant  Secretaries, when authorized by the Board of Directors, may sign
with  the  President  or  a  Vice-President  certificates  for  shares  of  the
Corporation  the issuance of which shall have been authorized by a resolution of
the  Board  of  Directors.  The  Assistant  Treasurers  shall  respectively,  if
required  by  the  Board  of Directors, give bonds for the faithful discharge of


                                     - 45 -
<PAGE>
their  duties  in  such  sums  and such sureties as the Board of Directors shall
determine.  The Assistant Secretaries and Assistant Treasurers, in general shall
perform  such duties as shall be assigned to them by the Secretary or Treasurer,
respectively,  or  by  the  President  or  the  Board  of  Directors.

Section  11  -  Salaries:
-------------------------

The  salaries  of  the Officers shall be fixed from time to time by the Board of
Directors.

Section  12  -  Contracts:
--------------------------

The  Board  of Directors may authorize any Officer or Officers, agent or agents,
to  enter into any contract or execute and deliver any instrument in the name of
and  on behalf of the Corporation, and such authority may be general or confined
to  specific  instances.

Section  13  -  Loans:
----------------------

No  loans  shall  be  contracted on behalf of the Corporation and no evidence of
indebtedness  shall  be  issued  in  its  name unless authorized by the Board of
Directors.

Section  14  -  Checks,  Drafts,  etc.:
---------------------------------------

All  checks,  drafts  or  other  orders for the payment of money, notes or other
evidences  of indebtedness issued in the name of the Corporation shall be signed
by  such  Officer  or  Officers,  agent or agents of the Corporation and in such
manner  as  shall  from time to time be determined by resolution of the Board of
Directors.

Section  15  -  Shares  of  Other  Corporations:  (Section  6.11)
------------------------------------------------

The  President,  any  Vice-President,  or  such  other  person  as  the Board of
Directors  may  authorize  may  execute  any  proxy,  consent,  or right to vote
possessed by the Corporation in shares of stock owned by the Corporation subject
to  the  direction  of  the  Board  of  Directors.


                           ARTICLE V - SHARES OF STOCK
                           ---------------------------

Section  1  -  Certificate  of  Stock:  (Section  6.25  &  6.26)
--------------------------------------

(a)  The  Board  of Directors may authorize the Corporation to issue some or all
of  its  shares  with  or  without  certificates.  The certificates representing
shares of the Corporation shall be in such form as shall be adopted by the Board
of  Directors,  and  shall  be numbered and registered in the order issued. They
shall  bear  the  holder's name and the number of shares, and shall be signed by
(I) the Chairman of the Board or the President or a Vice President, and (ii) the
Secretary  or  any  Assistant  Secretary,  and  may bear the corporate seal or a
facsimile  thereof.  The  signatures  of such Officers upon a certificate may be
facsimiles  if  the certificate is manually signed on behalf of a transfer agent
or  a  registrar,  other  than the Corporation itself or one of is employees and
such  certificates  shall remain valid if the person who signed such certificate
no  longer holds office when the certificate is issued.  The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares  and  date  of issue, shall be entered on the stock transfer books of the
Corporation.  All certificates surrendered to the Corporation for transfer shall
be  canceled and no new certificate shall be issued until the former certificate
for  a  like  number  of shares shall have been surrendered and canceled, except
that  in  case  of  a lost, destroyed or mutilated certificate, a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors  may  prescribe.

(b)  No  certificate, if any, representing shares shall be issued until the full
amount of consideration therefor has been paid, except as otherwise permitted by
law.


                                     - 46 -
<PAGE>
(c)  The  Board  of  Directors  may  authorize  the issuance of certificates for
fractions  of  a  share,  either represented by a certificate or uncertificated,
which  shall entitle the holder to exercise voting rights, receive dividends and
participate  in  any  assets of the Corporation in the event of  liquidation, in
proportion  to  the fractional holdings; or it may authorize the payment in cash
of  the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may authorize the issuance, subject
to  such conditions as may be permitted by law, of scrip in registered or bearer
form  over the signature of an officer or agent of the Corporation, exchangeable
as therein provided for full shares, but such scrip shall not entitle the holder
to  any  rights  of  a  shareholder,  except  as  therein  provided.

(d)  The  Board  of  Directors, from time to time, may authorize the issuance of
some  or  all  of  the shares of the Corporation of any or all of its classes or
series  without  certificates.  (Such  shares  shall be known as "uncertificated
shares"). Such authorization by the Board of Directors does not effect shares of
the  Corporation  already represented certificates until they are surrendered to
the  Corporation.  Within  a reasonable time after the issue or transfer of such
uncertificated  shares,  the  Corporation  shall  send the shareholder a written
statement  of  the information required by law  and these Bylaws on certificates
of  shares  of  the  Corporation.

Section  2  -  Lost  or  Destroyed  Certificates:  (Section  6.25)
-------------------------------------------------
The Board of Directors may direct a new certificate or certificates to be issued
in  place  of  any  certificate  or  certificates  theretofore  issued  by  the
Corporation  alleged  to have been lost, stolen or destroyed, upon the making of
an  affidavit of that fact by the owner claiming the certificate or shares to be
lost,  stolen or destroyed.  When authorizing such issue of a new certificate or
certificates,  the  Board of Directors may, at its discretion and as a condition
precedent  to  the  issuance  thereof, require the owner of such lost, stolen or
destroyed  certificate  or  certificates,  or  his/her  legal representative, to
advertise  the  same  in  such  manner  as  it  shall require and/or to give the
Corporation  a  bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to  have  been  lost,  stolen  or  destroyed.

Section  3  -  Transfers  of  Shares:  (Section  6.27)
-------------------------------------

(a)  Upon  surrender to the Corporation or the transfer agent of the Corporation
a  certificate,  when  such  shares  are  certificated  shares,  for shares duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority  to  transfer,  it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto and to cancel the old certificate and
record  the  transaction  upon  its  books.

Section  4  -  Record  Date:  (Section  7.07)
----------------------------
In  lieu of closing the share records of the Corporation, the Board of Directors
may  fix, in advance, a date not exceeding seventy days, nor less than ten days,
as  the  record  date  for the determination of shareholders entitled to receive
notice  of,  or  to  vote  at, any meeting of shareholders, or to consent to any
proposal  without  a  meeting,  or  for  the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or for
the  purpose  of  any other action.  If no record date is fixed, the record date
for  the  determination  of  shareholders  entitled to notice of or to vote at a
meeting  of  shareholders  shall  be  at  the  close of business on the day next
preceding  the  day on which notice is given, or, if no notice is given, the day
on  which  the meeting is held; the record date for determining shareholders for
any  other  purpose  shall  be  at the close of business on the day on which the
resolution  of  the  directors relating thereto is adopted.  A  determination of
shareholders  of  record  entitled  to  notice  of or to vote at a shareholders'
meeting  is  effective  for  any adjournment thereof, unless the directors fix a
new  record  date  for the adjourned meeting, which it must do if the meeting is
adjourned  to  a  date  more than 120 days after the date fixed for the original
meeting.  If  a  court  orders  a meeting adjourned to a date more than 120 days
after  the date fixed for the original meeting, it may provide that the original
record  date  continues  in effect or it may fix a new record date.   The record
date for determining shareholders entitled to demand a special meeting or to act
without  a  meeting  is  the  date  the  first  shareholder  signs  the  demand.


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<PAGE>
Section  5  -  Shareholders'  List:  (Section  7.20)
-----------------------------------
The  Corporation  shall  prepare  an  alphabetical  list  of  the  names  of all
shareholders who are. entitled to notice of a shareholders' meeting, arranged by
voting  group,  (and within each voting group by class or series of shares), and
show  the  address  of  and  number  of  shares  held by each shareholder.  Such
shareholders' list must be available for inspection by any shareholder beginning
two  business  days  after notice of the meeting is given for which the list was
prepared  and continuing through the meeting, and any adjournment thereof at the
Corporation's  principal  office  or  a place identified as to where the meeting
will  be  held.   A  shareholder,  his  agent or attorney may, on written demand
submitted  to the Corporation inspect and copy such list during regular business
hours  and  at  his  expense,  during the period it is available for inspection.


                     ARTICLE VI - DIVIDENDS  (SECTION 6.40)
                     ----------------------

Subject  to  applicable law, dividends may be declared and paid out of any funds
available  therefor, as often, in such amounts, and at such time or times as the
Board  of  Directors may determine so long as the Corporation is able to pay its
debts  as  they become due in the usual course of business and the Corporation's
total  assets  exceed  its  liabilities once such dividend has been declared and
paid.

                            ARTICLE VII - FISCAL YEAR
                            -------------------------

The  fiscal year of the Corporation shall be fixed, and altered if necessary, by
the  Board  of  Directors  from  time  to  time,  subject  to  applicable  law.

                  ARTICLE VIII - CORPORATE SEAL  (SECTION 3.02)
                  -----------------------------

The corporate seal, if any, shall be in such form as shall be approved from time
to  time  by  the  Board  of  Directors.

               ARTICLE IX - WAIVER OF NOTICE (SECTION 7.06 & 8.23)
               -----------------------------

Whenever  any  notice  is required to be given to any shareholder or Director of
the Corporation under these Bylaws or under the law, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the  time  stated  therein,  shall  be  deemed  equivalent to the giving of such
notice.

Section  1  -  By  Shareholders:
--------------------------------

All  Bylaws  of  the  Corporation  shall  be subject to amend or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to  vote  in  the  election  of  Directors  even though these Bylaws may also be
amended  or  repealed  by  the  Board  of  Directors.

Section  2  -By  Directors:
-------------  ------------

The  Board  of  Directors  shall  have  power  to  make, adopt, alter, amend and
repeal,  from  time  to time, Bylaws of the Corporation; provided, however, that
the  shareholders  entitled  to  vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal Bylaws made by the Board of Directors,
except  that the Board of Directors shall have no power to change the quorum for
meetings  of  shareholders  or  of  the  Board  of  Directors, or  to change any
provisions of the Bylaws with respect to the removal of directors or the filling
of  vacancies  in the Board resulting from the removal by the shareholders or to
amend  or  repeal a particular Bylaw which the shareholders stated, when passing
such  Bylaw,  was  not subject to amendment or repeal by the Board of Directors.
If  any  Bylaw regulating an impending election of directors is adopted, amended
or repealed by the Board of Directors, there shall be set forth in the notice of
the  next  meeting  of  shareholders for the election of directors, the Bylaw so
adopted,  amended  or repealed, together with a concise statement of the changes
made


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<PAGE>