EXHIBIT 3(ii).1

                                     BY-LAWS
                                       OF
                      EQUITY TECHNOLOGIES & RESOURCES, INC.


                                    ARTICLE I
                                     OFFICES

     The principal  office of the  Corporation in the State of Kentucky shall be
located in the City of Lexington,  Kentucky. The Corporation may have such other
offices,  either within or without the State of Kentucky, as the business of the
Corporation may require from time to time.

     The Registered Office of the Corporation may be, but need not be, identical
with its  principal  office  in the State of  Kentucky  and the  address  of the
Registered  Office may be changed  from time to time by the Board of  Directors.
The Registered  Office and pricnciple place of business in the State of Delaware
is 1013  Centre  Road,  Wilmington  Delaware  19805 and the agent for service of
process is Corporate  Service  Company,  1013 Centre Road,  Wilmington  Delaware
19805


                                   ARTICLE II
                                  SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held
in the month of  February  of each  year,  beginning  with the year 2001 on such
date, at such time and place as the Board of Directors  shall  determine for the
purpose of electing  directors and for the transaction of such other business as
may come before the meeting.  If the election of directors  shall not be held on
the day designated for any annual meeting,  or at any adjournment  thereof,  the
Board of Directors  shall cause the election to be held at a special  meeting of
the shareholders to be held as soon thereafter as may be convenient.

     SECTION 2. SPECIAL  MEETING.  Special  meetings of the  shareholders may be
called by the President,  by the Board of Directors or any member thereof, or by
the  holders  of not  less  than  one-fifth  (1/5)  of the  voting  power of all
shareholders of the Corporation.

     SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place
within or without  the State of  Kentucky as the place of meeting for any annual
meeting,  or any place  either  within or without  the State of  Kentucky as the
place of meeting for any special meeting called by the Board of Directors.

     A waiver of notice signed  before or after the meeting by all  shareholders
may designate  any place,  either within or without the State of Kentucky as the
place for the holding of such meeting.  If no such  designation is made, or if a
special  meeting is called by any person other than the Board of Directors,  the
place of meeting shall be the principal  office of the  Corporation in the State
of Kentucky, except as otherwise provided in Section 5 of this Article.

     SECTION 4. NOTICE OF MEETINGS AND WAIVER. Written or printed notice stating
the place,  day and hour of the meeting and, in case of a special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than  sixty  (60) days  before  the date of the  meeting,
either  personally  or by mail,  by or at the  direction  of the Chairman of the
Board, the President, or the Secretary, or the officer or


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No proxy shall be valid after eleven (11) months from the date of its execution,
unless  otherwise  provided in the proxy, and such proxy may be withdrawn at any
time.

     SECTION 10. VOTING OF SHARES.  Each outstanding share of Common Stock shall
be  entitled to one vote upon each  matter  submitted  to a vote at a meeting of
shareholders.

     SECTION 11.  VOTING OF SHARES BY CERTAIN  HOLDERS.  Shares  standing in the
name of another corporation,  domestic or foreign, may be voted by such officer,
agent or proxy as the  By-Laws of such  corporation  may  prescribe,  or, in the
absence of such  provision,  as the Board of Directors of such  corporation  may
determine.

     Shares  standing  in the  name of a  deceased  person  may be  voted by his
administrator or executor,  either in person or by proxy. Shares standing in the
name of a  guardian,  conservator,  or trustee  may be voted by such  fiduciary,
either in person or by proxy.

     Shares  standing  in the name of a trustee  may be voted by him,  either in
person or by proxy,  but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.


     Shares standing in the joint names of four (4) or more fiduciaries shall be
voted in the manner determined by the majority of such  fiduciaries,  unless the
instrument or order appointing such fiduciaries otherwise directs.

     Shares  standing in the name of a receiver  may be voted by such  receiver,
and  shares  held by or under the  control  of a  receiver  may be voted by such
receiver  without the  transfer  thereof  into his name if authority to do so is
contained  in an  appropriate  order of the  court by which  such  receiver  was
appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares  (except that if the right to vote be  expressly  given in writing to the
pledgee  and  notice  thereof  delivered  to the  Corporation  in writing by the
pledgee, the shareholder shall not have the right to vote the shares so pledged)
until  the  shares  have  been  transferred  into the name of the  pledgee,  and
thereafter  the pledgee or his  nominee  shall be entitled to vote the shares so
transferred.

     SECTION 12.  INFORMAL  ACTION BY  SHAREHOLDERS.  Any action  required 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 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.

     SECTION 13.  ADJOURNMENTS.  If a meeting is  adjourned  to another  time or
place,  notice of the adjourned  meeting need not be given if the time and place
thereof are  announced  at the meeting at which the  adjournment  is taken.  The
Corporation  may transact any business  which might have been  transacted at the
original meeting.  If the adjournment is for more than thirty (30) days or a new
record is fixed for the adjourned  meeting,  a notice of the  adjourned  meeting
shall be given to each shareholder of record entitled to vote at the meeting.


                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. GENERAL POWERS AND EXECUTIVE COMMITTEE. The business and affairs
of the  Corporation  shall be  managed by its Board of  Directors.  The Board of
Directors may, by resolution passed by a majority of the whole Board,  designate
two (2) or more of its number to constitute an Executive Committee,  who, to the
extent provided in the resolution,  shall have and exercise the authority of the
Board of Directors in the management of the Corporation.



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     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors which
shall  constitute the whole Board of Directors  shall be fixed from time to time
by resolution passed by the Board or by the shareholders (any such resolution of
either  the  Board of  Directors  or  shareholders  being  subject  to any later
resolution  by either of them) but in no event  shall  such  number be less than
one. No resolution shall have the effect of shortening the term of any incumbent
director.  Directors shall be elected at the annual meeting of shareholders  and
shall  continue in office  until their  successors  shall have been  elected and
qualified.  Directors  need not be  residents  of Kentucky  nor need they be the
holder of any shares of the capital stock of the Corporation.

     SECTION 3.  REGULAR  MEETINGS.  Regular  meetings of the Board of Directors
shall be held without other notice than this By-Law,  immediately  after, and at
the same place as, the annual  meeting of  shareholders.  The Board of Directors
may provide,  by  resolution,  the time and place,  either within or without the
State of Kentucky,  for holding of  additional  regular  meetings  without other
notice than such resolution.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the  Chairman of the Board,  the  President or
any two (2) directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place,  either within or without the State
of  Kentucky,  as the place for  holding  any  special  meeting  of the Board of
Directors called by them.

     SECTION 5. NOTICE.  Written notice of any special meeting shall be given to
each  director  at least two (2) days  before the  meeting,  either by  personal
delivery or by mail, telegram or cablegram. Any director may waive notice of any
meeting.  The attendance of a director at any meeting shall  constitute a waiver
of notice of such meeting,  and a waiver of any and all  objections to the place
of  meeting,  the time of  meeting,  or the  manner  in which it was  called  or
convened,  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.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the Board of Directors  need be specified
in the notice or waiver or notice of such a meeting.

     SECTION 6. QUORUM. A majority of the number of directors fixed by or in the
manner  prescribed in the By-Laws of the Board of Directors  shall  constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
provided,  that if less than a majority  of the  directors  are  present at that
meeting,  a majority of the directors  present may adjourn the meeting from time
to time without further notice.

     SECTION 7. MANNER OF ACTING.  The act of majority of the directors  present
at a  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors.

     SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at
a meeting of the Directors of a corporation  or any action which may be taken at
such  meeting may be taken  without a meeting if a consent in  writing,  setting
forth the action so taken,  shall be signed by all  directors  and such  consent
shall have the same effect as a unanimous vote.

     SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors or in
a directorship to be filled by reason of an increase in the number of directors,
may be filled by the affirmative  vote of a majority of the remaining  directors
though less than a quorum of the Board of Directors. A director


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elected  to fill a  vacancy  shall  be  elected  for the  unexpired  term of his
predecessor  in  office  or  until  the  next   succeeding   annual  meeting  of
shareholders.  Any  directorship  to be filled by reason of an  increase  in the
number of directors  may be filled by election by the Board of  Directors  for a
term of office  continuing  only until the next election of the directors by the
shareholders.

     SECTION 10. COMPENSATION.  Directors, as such, shall not receive any stated
salaries for their  services,  but by resolution  of the Board of  Directors,  a
fixed sum and expenses of  attendance,  if any, may be allowed for attendance at
each  regular  or  special  meeting of the Board of  Directors;  provided,  that
nothing  herein  contained  shall be construed  to preclude  any  director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

     SECTION 11. REMOVAL. At a meeting or shareholders called expressly for that
purpose,  directors  may be  removed,  with or without  cause,  by a vote of the
majority of the shares then entitled to vote at an election of directors.

                                   ARTICLE IV
                                    OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation shall be a President, a
Treasurer,  and a Secretary,  and such other officers and assistant  officers as
from time to time may be deemed  necessary by the Board of Directors and elected
in accordance  with the provisions of this Article.  Any two (2) or more offices
may be held by the  same  person,  except  that the  offices  of  President  and
Secretary  may  not be held  by the  same  person  if  ther  is  more  than  one
shareholder. The failure to elect a President,  Secretary or Treasurer shall not
affect the existence of this Corporation.

     SECTION 2.  ELECTION AND TERM OF OFFICE.  The  officers of the  Corporation
shall be elected  annually by the Board of Directors at the first meeting of the
Board of  Directors  held after 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  convenient.  Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors.  Each officer shall
hold  office  until his  successor  shall have been duly  elected and shall have
qualified or until his death,  his resignation or his removal from office in the
manner hereinafter provided.

     SECTION 3. REMOVAL.  Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation would be served thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

     SECTION  4.   VACANCIES.   A  vacancy  in  any  office  because  of  death,
resignation,  removal,  disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

     SECTION  5.  PRESIDENT.  The  President  shall be the  principal  executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation. He shall preside at all meetings of the
shareholders  and of the Board of Directors.  He 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,  any deeds,  mortgages,



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bonds,  contracts,  or other  instruments  which  the  Board of  Directors  have
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 By-
Laws 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 6. VICE PRESIDENT.  In the absence of the President or in the event
of his inability or refusal to act, the Vice President  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.  The Vice President  shall
perform  such other  duties as from time to time may be  assigned  to him by the
President or by the Board of Directors.

     SECTION 7. TREASURER. If required by the Board of Directors,  the Treasurer
shall give a bond for the faithful  discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine. He shall: (a)
have charge and custody of and be  responsible  for all funds and  securities of
the Corporation; (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever,  and deposit all such monies in the name
of the  Corporation in such banks,  trust  companies,  or other  depositories as
shall be  selected  in  accordance  with the  provisions  of  Article V of these
By-Laws;  and (c) in general  perform all the duties as from time to time may be
assigned to him by the President or the Board of Directors.

     SECTION 8.  SECRETARY.  The  Secretary  shall:  (a) keep the minutes of the
shareholders'  and of the  Board of  Directors'  meetings  in one or more  books
provided for that purpose; (b) see that all notices are duly given in accordance
with the  provisions of these By-Laws 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  certificates for shares prior to the issue
thereof  and  to  all  documents,  the  execution  of  which  on  behalf  of the
Corporation under this seal is duly authorized in accordance with the provisions
of  these  By-Laws;  (d) keep a  register  of the post  office  address  of each
shareholder which shall be furnished to the Secretary by such  shareholder;  (e)
sign with the  President,  or Vice  President,  certificates  for  shares of the
Corporation,  the issue of which shall have been authorized by resolution of the
Board of Directors; (f) sign with the President, or Vice President, certificates
for shares for the Corporation, the issue of which shall have been authorized by
resolution  of the Board of  Directors;  (g) have  personal  charge of the stock
transfer  books  of the  Corporation;  and (h) 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 by the President or the Board of Directors.

     SECTION 9. ASSISTANT  TREASURERS AND ASSISTANT  SECRETARIES.  The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful  discharge of their duties in such sums and with such  sureties
as the Board of Directors shall determine. The Assistant Secretaries,  as and if
authorized  by the  Board of  Directors,  may sign  with the  President  or Vice
President  certificates for shares of the Corporation,  the issue of which shall
have been  authorized by a resolution  of the Board of Directors.  The Assistant
Treasurers  and  Assistant  Secretaries  in general shall perform such duties as
shall be assigned to them by the Treasurer or Secretary, respectively, or by the
President or the Board of Directors.

     SECTION 10. SALARIES. The salaries of the officers shall be fixed from time
to time by the  Board  of  Directors  and no  officer  shall be  prevented  from
receiving  such  salary by reason of the fact that he is also a director  of the
Corporation.


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                                    ARTICLE V
                      CONTRACTS, LOANS, CHECK AND DEPOSITS

     SECTION 1.  CONTRACTS.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the  Corporation  and such authority
may be general or confined to specific instances.

     SECTION 2. 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
a  resolution  of the Board of  Directors.  Such  authority  may be  general  or
confined to specific instances.

     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
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 4. 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 VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation  shall  be in  such  form  as may be  determined  by  the  Board  of
Directors.  Such  certificates  shall be  signed by the  President  and shall be
sealed with the seal of the  Corporation.  All  certificates for shares shall be
consecutively  numbered.  The name of the persons owning the shares  represented
thereby  with the  number of shares  and date of issue  shall be  entered on the
books of the Corporation.  All  certificates  surrendered to the Corporation for
transfer  shall be cancelled  and no new  certificate  shall be issued until the
former  certificate for a like number of shares shall have been  surrendered and
cancelled,   except  that  in  the  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.

     SECTION 2. TRANSFER OF SHARES.  Transfer of shares of the Corporation shall
be made only by the  registered  holder  thereof  or by his  attorney  thereunto
authorized  by power of attorney  duly  executed and filed with the Secretary of
the  Corporation,  and on surrender for cancellation of the certificate for such
share.  The person in whose name  shares  stand on the books of the  Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation.

                                   ARTICLE VII
                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by the resolution of
the Board of Directors.


                                  ARTICLE VIII
                                    DIVIDENDS

     The Board of Directors may from time to time declare,  and the  Corporation
may pay,  dividends on its  outstanding  shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.


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                                   ARTICLE IX
                                      SEAL

     The Board of Directors shall provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon appropriate wording.

                                    ARTICLE X
                                WAIVER OF NOTICE

     Whenever any notice  whatever is required to be given under the  provisions
of these By-Laws,  or under the provisions of the Articles of Incorporation,  or
under the provisions of the  corporation  laws of the State of Kentucky,  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.

                                   ARTICLE XI
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Corporation  shall indemnify each of its directors and officers 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  or officer 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), 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.

     Except as provided  hereinbelow,  any such indemnification shall be made by
the Corporation only as authorized in the specific case upon  determination that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he has met the  applicable  standard  of conduct set forth  above.  Such
determination shall be made: (a) by the Board of Directors by a majority vote of
a quorum of directors; or (b) by the shareholders.

     Expenses  (including  attorneys'  fees)  incurred  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 or proceeding if authorized by the Board of
Directors and upon receipt of an  undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation.

     To the extent that a director or officer has been  successful on the merits
or otherwise in defense of any action,  suit or proceeding referred to above, 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  without  any  further  determination  that he has met the
applicable standard of conduct set forth above.




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                                   ARTICLE XII
                                   AMENDMENTS


     The Board of Directors  shall have the power and authority to alter,  amend
or rescind the By-Laws of the  Corporation at any regular or special  meeting at
which a  quorum  is  present  by a vote of a  majority  or the  whole  Board  of
Directors,  subject to the power of the  shareholders  to change or repeal  such
By-Laws at any annual or special  meeting of  shareholders  at which a quorum is
present,  by a vote of a  majority  of the stock  represented  at such  meeting,
provided,  that the notice of such  meeting  shall have  included  notice of any
proposed alteration, amendment or rescission.

     I certify  that these are the By-Laws  adopted by the Board of Directors of
the Corporation.



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

                             Date Signed:_______________________






















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