BY-LAWS FOR THE REGULATION
                     EXCEPT AS OTHERWISE PROVIDED BY STATUTE
                       OR ITS ARTICLES OF INCORPORATION OF
                             TAK VISUAL CORPORATION

                                    * * * * *


                                   ARTICLE I.

                                     Offices

                  Section 1.  PRINCIPAL  OFFICE.  The  principal  office for the
transaction  of the business of the  corporation  is hereby fixed and located at
Suite 880, Bank of America Plaza,  50 West Liberty Street,  Reno,  Nevada 89501,
being the offices of THE NEVADA AGENCY AND TRUST COMPANY. The board of directors
is hereby granted full power and authority to change said principal  office from
one location to another in the State of Nevada.

                  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.

                                   ARTICLE II.

                            Meetings of Shareholders

                  Section 1. MEETING PLACE.  All annual meetings of shareholders
and all other  meetings of  shareholders  shall be held either at the  principal
office or at any other place  within or without the State of Nevada which may be
designated either by the board of directors,  pursuant to authority  hereinafter
granted to said board, or by the written consent of all shareholders entitled to
vote  thereat,  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 __________ day of  _______________  each year,
at the hour of __:00  o'clock  _.m. of said day  commencing  with the year 19__,
provided,  however, that should said day fall upon 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 not a legal holiday.

                  Written  notice of each annual meeting signed by the president
or a vice president,  or the secretary,  or an assistant  secretary,  or by such
other person or persons as the directors shall designate, shall be given to each
shareholder  entitled to vote  thereat,  either  personally  or by mail or other



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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 to 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, and shall specify
the  place,  the day and the hour of such  meeting,  and  shall  also  state the
purpose or purposes for which the meeting is called.

                  Section  3.  SPECIAL   MEETINGS.   Special   meetings  of  the
shareholders,  for any purpose or purposes whatsoever, may be called at any time
by the  president or by the board of directors,  or by one or more  shareholders
holding  not less than 10% of the  voting  power of the  corporation.  Except in
special cases where other express  provision is made by statute,  notice of such
special  meetings  shall be given in the same  manner as for annual  meetings of
shareholders.  Notices of any special  meeting  shall specify in addition to the
place,  day and hour of such  meeting,  the  purpose or  purposes  for which the
meeting is called.


<PAGE>


                  Section  4.  ADJOURNED   MEETINGS  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 any such
meeting.

                  When any shareholders'  meeting,  either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid,  it shall not be
necessary  to  give  any  notice  of an  adjournment  or of the  business  to be
transacted at an adjourned meeting, other than by announcement at the meeting at
which such adjournment is taken.

                  Section 5. ENTRY OF NOTICE.  Whenever any shareholder entitled
to vote has been  absent  from any meeting of  shareholders,  whether  annual or
special,  an entry in the  minutes to the effect that notice has been duly given

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shall be  conclusive  and  incontrovertible  evidence  that due  notice  of such
meeting  was given to such  shareholders,  as required by law and the By-Laws of
the corporation.

                  Section  6.  VOTING.  At all annual and  special  meetings  of
stockholders  entitled to vote  thereat,  every holder of stock issued to a bona
fide purchaser of the same, represented by the holders thereof, either in person
or by proxy in writing,  shall have one vote for each share of stock so held and
represented  at such  meetings,  unless the  Articles  of  Incorporation  of the
company shall otherwise  provide,  in which event the voting rights,  powers and
privileges  prescribed  in the said  Articles of  Incorporation  shall  prevail.
Voting for directors and, upon demand of any  stockholder,  upon any question at
any meeting  shall be by ballot.  Any director may be removed from office by the
vote of stockholders  representing  not less than two-thirds of the voting power
of the issued and outstanding stock entitled to voting power.

                  Section 7.  QUORUM.  The presence in person or by proxy of the
holders  of a majority  of the  shares  entitled  to vote at any  meeting  shall
constitute a quorum for the transaction of business. 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  8.  CONSENT OF  ABSENTEES.  The  transactions  of any
meeting of shareholders,  either annual or special,  however called and noticed,
shall be as valid as though  at 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  shareholders  entitled to vote,  not
present in person or by proxy,  sign a written Waiver of Notice, or a consent to
the holding of such  meeting,  or an approval of the minutes  thereof.  All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of this meeting.

                  Section 9. PROXIES.  Every person  entitled to vote or execute
consents shall have the right to do so either in person or by an agent or agents
authorized  by a written  proxy  executed by such person or his duly  authorized
agent and filed with the  secretary of the  corporation;  provided  that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution, unless the shareholder


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                  executing  it  specifies  therein the length of time for which
such proxy is to  continue  in force,  which in no case shall  exceed  seven (7)
years from the date of its execution.

                                   ARTICLE III

                  Section 1. POWERS.  Subject to the limitations of the Articles
of  Incorporation  or the  By-Laws,  and the  provisions  of the Nevada  Revised
Statutes as to action to be  authorized  or approved  by the  shareholders,  and
subject to the duties of directors as prescribed  by the By-Laws,  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 powers,  but subject to the same limitations,
it is hereby  expressly  declared  that the  directors  shall have the following
powers, to wit:


<PAGE>


                  First - To select and remove  all the other  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
By-Laws,  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 therefor not
inconsistent  with law, with the Articles of  incorporation  or the By-Laws,  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 fix and locate from time
to time one or more subsidiary  offices of the corporation within or without the
State of Nevada,  as provided in Article I, Section 2, hereof;  to designate any
place within or without the State of Nevada 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.

                  Forth - 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 canceled, or tangible or intangible property actually received, or in


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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
purposes 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,  hypothecations  or other  evidences of debt and securities
therefore.

                  Sixth - To appoint an executive committee and other committees
and to delegate to the  executive  committee  any of the powers and authority of
the board in management of the business and affairs of the  corporation,  except
the power to  declare  dividends  and to adopt,  amend or  repeal  By-Laws.  The
executive committee shall be composed of one or more directors.

                  Section 2.  NUMBER  AND   QUALIFICATION   OF  DIRECTORS.   The
authorized number of directors of the corporation shall be not less than one (1)
and no more than fifteen (15).

                  Section 3. ELECTION AND TERM OF OFFICE. The directors shall be
elected at each annual meeting of  shareholders,  but 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.  All directors shall hold office
until their respective successors are elected.

                  Section 4. VACANCIES.  Vacancies in the board of directors may
be filled by a majority of the remaining  directors,  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.  If the board of
directors  accept the  resignation  of a director  tendered  to take effect at a
future  time,  the  board or the  shareholders  shall  have the power to elect a
successor to take office when the resignation is to become effective.


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                  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. PLACE OF MEETING.  Regular meetings of the board of
directors  shall be held at any place within or without the State 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,  a regular meeting
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 6. ORGANIZATION  MEETING.  Immediately  following each
annual  meeting of  shareholders,  the board of  directors  shall hold a regular
meeting  for  the  purpose  of  organization,  election  of  officers,  and  the
transaction of other business. Notice of such meeting is hereby dispensed with.

                  Section 7. OTHER REGULAR  MEETINGS.  Other regular meetings of
the board of directors  shall be held without  call on the _____  _______day  of
each month at the hour of __:00  o'clock  _.m. of said day;  provided,  however,
should said day fall upon a legal  holiday,  then said meeting  shall be held at
the same time on the next day  thereafter  ensuing which is not a legal holiday.
Notice  of all such  regular  meetings  of the  board  of  directors  is  hereby
dispensed with.

                  Section 8. 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  or  refuses  to act,  by any vice
president or by any two (2) directors.

                  Written notice of the time and place of special meetings shall
be delivered  personally  to the  directors or sent to each  director by mail or
other form of written  communication,  charges prepaid,  addressed to him at his
address as it is shown  upon the  records  of the  corporation,  or if it is not
shown on such records or is not readily ascertainable, at the place in which the
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  forty-eight  (48) hours 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



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the meeting.  Such mailing,  telegraphing or delivery as above provided shall be
due, legal and personal notice to such director.

                  Section 9.  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 10. ENTRY OF NOTICE.   Whenever  any director has been
absent  from any  special  meeting  of the board of  directors,  an entry in the
minutes to the effect that notice has been duly given  shall be  conclusive  and
incontrovertible  evidence  that due notice of such special  meeting was give to
such director, as required by law and the By-Laws of the corporation.

                  Section 11. WAIVER OF NOTICE.  The transactions of any meeting
of the board of directors, however called and noticed or wherever held, shall be
as valid as though had 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  sign a written  waiver  of  notice or a consent  to the
holding of such meeting or an approval of the minutes thereof. All such waivers,
consents or approvals  shall be filed with the corporate  records or made a part
of the minutes of the meeting.

                  Section 12. QUORUM.  A majority  of the  authorized  number of
directors  shall be necessary  to  constitute  a quorum for the  transaction  of
business,  except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the directors present at a meeting duly held at which a
quorum is  present,  shall be  regarded  as the act of the  board of  directors,
unless a greater number be required by law or by the Articles of Incorporation.

                  Section 13. 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, a majority of the directors present at
any directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.

                  Section 14. FEES AND COMPENSATION. Directors shall not receive
any stated  salary for their  services as  directors,  but by  resolution of the


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board,  a fixed  fee,  with or without  expenses  of Page 67  attendance  may be
allowed for  attendance  at each  meeting.  Nothing  herein  contained  shall be
construed  to preclude any director  from serving the  corporation  in any other
capacity  as  an  officer,   agent,   employee,  or  otherwise,   and  receiving
compensation therefor.

                                   ARTICLE IV.

                                    Officers

                  Section 1. OFFICERS.  The officers of the corporation shall be
a president,  a vice president and a  secretary/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.  Officers other than president
and chairman of the board need not be directors. Any person may hold two or more
offices.

                  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,  ETC. The board of directors
may 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 By-Laws 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 a majority of the  directors at the
time in office, at any regular or special meeting of the board.

                  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 later time specified  therein;  and,  unless  otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

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                  Section  5. VACANCIES.   A vacancy  in any  office  because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in the By-Laws 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 such other powers and duties as
may be from time to time assigned to him by the board of directors or prescribed
by the By-Laws.

                  Section 7.  PRESIDENT. Subject to such supervisory  powers, if
any, as may be given 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. He 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.  He shall be  ex-officio  a member of all the  standing
committees,  including  the  executive  committee,  if any,  and shall  have the
general  powers  and  duties  of  management  usually  vested  in the  office of
president of a  corporation,  and shall have such other powers and duties as may
be prescribed by the board of directors or the By-Laws.

                  Section 8.  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 By-Laws.

                  Section 9.  SECRETARY.  The secretary  shall keep, or cause to
be kept,  a book of minutes at the  principal  office or such other place as the
board of directors  may order,  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

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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, a share register,  or a duplicate share register,  showing the
names of the shareholders and their addresses;  the number and 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
the meetings of the shareholders  and of the board of directors  required by the
By-Laws or by law to be given,  and he shall keep the seal of the corporation in
safe custody,  and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or the By-Laws.

                  Section 10. 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 accounts of
its assets, liabilities, receipts, disbursement, gains, losses, capital, surplus
and shares. Any surplus,  including earned surplus,  paid-in surplus and surplus
arising from a reduction of stated  capital,  shall be  classified  according to
source and shown in a separate account.  The books of account shall at all times
be open to inspection by any director.

                  The treasurer  shall deposit all moneys and other valuables in
the name and to the credit of the corporation  with such  depositaries as may be
designated  by the  board of  directors.  He  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 or the By-Laws.

                                   ARTICLE V.

                                  Miscellaneous

                  Section 1.

                              RECORD DATE AND CLOSING STOCK BOOKS.  The board of
directors  may fix a time,  in the  future,  not  exceeding  fifteen  (15)  days

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preceding the date of any meeting of shareholders, and not exceeding thirty (30)
days  preceding the date fixed for the payment of any dividend or  distribution,
or for the allotment of rights,  or when any change or conversion or exchange of
shares  shall go into  effect,  as a record  date for the  determination  of the
shareholders  entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or  distribution,  or any such allotment of rights,
or to exercise the rights in respect to any such change,  conversion or exchange
of  shares,  and in such case only  shareholders  of record on the date so fixed
shall be entitled to notice of and to vote at such meetings,  or to receive such
dividend,  distribution or allotment of rights,  or to exercise such rights,  as
the case may be,  notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed as aforesaid. The board of directors may
close the books of the corporation against transfers of shares during the whole,
or any part of any such period.

                  Section 2. INSPECTION OF CORPORATE RECORDS. The share register
or duplicate share register, the books of account, and minutes of proceedings of
the  shareholders  and directors  shall be open to  inspection  upon the written
demand of any  shareholder or the holder of a voting trust  certificate,  at any
reasonable  time,  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 upon the president, secretary or assistant secretary of the corporation.

                  Section 3. CHECKS,  DRAFTS,  ETC. All checks,  drafts or other
orders for payment of money, notes or other evidences of indebtedness, issued in
the name of or payable to the  corporation,  shall be signed or endorsed by such
person or persons and in such manner as, from time to time,  shall be determined
by resolution of the board of directors.

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                  Section  4.  ANNUAL  REPORT.  The  board of  directors  of the
corporation  shall  cause  to be sent to the  shareholders  not  later  than one
hundred  twenty  (120) days after the close of the  fiscal or  calendar  year an
annual report.

                  Section 5.  CONTRACT,   ETC.,  HOW  EXECUTED.   The  board  of
directors,  except as in the  By-Laws  otherwise  provided,  may  authorize  any
officer or officers,  agent or agents, to enter into any contract, deed or lease
or execute any instrument in the name of and on behalf of the  corporation,  and
such authority may be general or confined to specific  instances;  and unless so
authorized by the board of directors,  no officer,  agent or employee shall have
any power or authority to bind the  corporation by any contract or engagement or
to pledge its credit to render it liable for any purpose or to any amount.

                  Section  6. 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  up.  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
signature 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. Certificates for shares may
be issued prior to full payment under such restrictions and for such purposes as
the board of directors or the By-Laws may provide;  provided,  however, that any
such  certificate  so  issued  prior to full  payment  shall  state  the  amount
remaining unpaid and the terms of payment thereof.

                  Section 7.  REPRESENTATIONS  OF SHARES OF OTHER  CORPORATIONS.
The president or any vice president and the secretary or assistant  secretary of
this  corporation  are  authorized to vote,  represent and exercise on behalf of
this  corporation  all  rights  incident  to any and  all  shares  of any  other
corporation  or  corporations  standing  in the  name of this  corporation.  The
authority herein granted to said officers to vote or represent on behalf of this
corporation or corporations  may be exercised  either by such officers in person
or by any person authorized so to do by proxy or power of attorney duly executed
by said officers.

                  Section 8. INSPECTION OF BY-LAWS.  The corporation  shall keep
in its principal  office for the  transaction of business the original or a copy
of the  By-Laws as  amended,  or  otherwise  altered to date,  certified  by the
secretary,  which  shall  be  open  to  inspection  by the  shareholders  at all
reasonable times during office hours.


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<PAGE>


                                   ARTICLE VI.

                                   Amendments

Section 1. POWER OF  SHAREHOLDERS.  New By-Laws may be adopted or these  By-Laws
may be amended or  repealed by the vote of  shareholders  entitled to exercise a
majority of the voting power of the corporation or by the written assent of such
shareholders.

                  Section  2.  POWER  OF  DIRECTORS.  Subject  to the  right  of
shareholders  as  provided  in Section 1 of this  Article VI to adopt,  amend or
repeal By-Laws,  By-Laws other than a By-Law or amendment  thereof  changing the
authorized number of directors may be adopted,  amended or repealed by the board
of directors.

                  Section  3.  ACTION BY  DIRECTORS  THROUGH  CONSENT IN LIEU OF
MEETING.  Any action  required  or  permitted  to be taken at any meeting of the
board of directors or of any committee thereof,  may be taken without a meeting,
if a written  consent  thereto  is signed by all the  members of the board or of
such  committee.  Such  written  consent  shall be filed  with  the  minutes  of
proceedings of the board or committee.

                                               ----------------------------
                                               Secretary

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