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                                                                  Exhibit: 3.3FD

                                     BY-LAWS

                                       OF

                               FUNDEX GAMES, LTD.

                                    ARTICLE I

                                     OFFICES

SECTION 1.1. RESIDENT AGENT OFFICES. The name of the corporation's resident
agent in the State of Nevada is CSC Services of Nevada, Inc., and the street
address of the said resident agent where process may be served on the
Corporation is 502 East John Street, Carson City, Nevada 89706.

SECTION 1.2. OTHER OFFICES. The corporation may also have offices at such other
places both within and without the State of Nevada as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

SECTION 2.1. PLACE OF MEETING. All meetings of stockholders shall be held at
such place, either within or without the State of Nevada, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting.

SECTION 2.2. ANNUAL MEETINGS. The annual meeting of stockholders shall be held
on the 3rd Tuesday in April each year if not a legal holiday, and if a legal
holiday then on the next secular day following, at 10:00 o'clock a.m., or the
annual meeting of stockholders may be held at such date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting.

SECTION 2.3. VOTING LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice, or if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

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SECTION 2.4. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation of the corporation, (the "ARTICLES OF INCORPORATION"), may be
called by the Chairman of the Board, the President or by the Board of Directors
or by written order of a majority of the directors or may be called by the
Chairman of the Board, the President or the Secretary at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purposes of the proposed meeting, and any notice of special meeting
shall state the purposes thereof. In addition to notice of any specific matters
to be considered by the stockholders at any special meeting, there may also be
included in such notice a reference to the fact that other matters may be
considered at the meeting. Business transacted at all special meetings shall be
confined to the matters stated in the notice, and, if the notice so specifies,
such other business as may come before the meeting. The officers or directors
shall fix the time and any place, either within or without the State of Nevada,
as the place for holding such meeting.

SECTION 2.5. NOTICE OF MEETING. Written notice of the annual and each special
meeting of stockholders, stating the date, time, place and purpose or purposes
thereof, shall be given to each stockholder entitled to vote, not less than 10
nor more than 60 days before the meeting. The President, a Vice President, the
Secretary, an assistant Secretary or any other person designated by the Board of
Directors shall sign and deliver such written notice. The written certificate of
the individual signing a notice of meeting, setting forth the substance of the
notice or having a copy thereof attached, the date the notice was mailed or
personally delivered to the stockholders and the addresses to which the notice
was mailed, shall be prima facie evidence of the manner and fact of giving such
notice.

SECTION 2.6. QUORUM. At any meeting, the holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum of stockholders for the
transaction of business except when stockholders are required to vote by class,
in which event a majority of the issued and outstanding shares of the
appropriate class shall be present in person or by proxy, and except as
otherwise provided by statute or by the Articles of Incorporation.
Notwithstanding any other provision of the Articles of Incorporation or these
by-laws, the holders of a majority of the shares of capital stock entitled to
vote thereat, present in person or represented by proxy, whether or not a quorum
is present, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

SECTION 2.7. VOTING. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Articles of Incorporation or of these by-laws,
a different vote is required, in which case such express provision shall govern
and control

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the decision of such question. Every stockholder having the right to vote shall
be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, and filed with the Secretary of the corporation
before, or at the time of, the meeting. Provided, however, no such proxy shall
be valid after the expiration of six months from the date of its execution,
unless coupled with an interest, or unless the person executing it specifies
therein the length of time for which it is to continue in force, which in no
case shall exceed seven years from the date of its execution. If such instrument
shall designate two or more persons to act as proxies, unless such instrument
shall provide the contrary, a majority of such persons present at any meeting at
which their powers thereunder are to be exercised shall have and may exercise
all the powers of voting or giving consents thereby conferred, or if only one be
present, then such powers may be exercised by that one; or, if an even number
attend and a majority do not agree on any particular issue, each proxy so
attending shall be entitled to exercise such powers in respect of the same
portion of the shares as he is of the proxies representing such shares. Unless
required by statute or determined by the Chairman of the meeting to be
advisable, the vote on any question need not be by written ballot.

SECTION 2.8. ACTION WITHOUT MEETING. Unless otherwise restricted by the Articles
of Incorporation or these by-laws, whenever the vote of stockholders at any
annual or special meeting of the stockholders is required or permitted to be
taken for or in connection with any corporate action, the meeting and vote of
stockholders may be dispensed with by consent in writing setting forth such
action being taken, and shall be signed by the holders of outstanding stock
having not less than a 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. The written consent must be filed with the
minutes of the proceedings of the stockholders.

SECTION 2.9. VOTING OF STOCK OF 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 the executor or
administrator of such deceased person, 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, but no such fiduciary shall be entitled
to vote shares held in such fiduciary capacity without a transfer of such shares
into the name of such fiduciary. Shares standing in the name of a receiver may
be voted by such receiver. A stockholder whose shares are pledged shall be
entitled to vote such shares, unless in the transfer by the pledgor on the books
of the corporation, he has expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his proxy, may represent the stock and vote
thereon.

SECTION 2.10. TREASURY STOCK. The corporation shall not vote, directly or
indirectly, shares of its own stock owned by it; and such shares shall not be
counted in determining the total number of outstanding shares.

SECTION 2.11. FIXING RECORD DATE. The Board of Directors may fix in advance a
date, not exceeding 60 nor less than 10 days preceding the date of any meeting
of stockholders, or the date for payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date

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in connection with obtaining a consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of and to vote at any such meeting and any adjournment
thereof, or to receive payment of such dividend or distribution, or to receive
such allotment of rights, or to exercise such rights, or to give such consent,
as the case may be, notwithstanding any transfer of any stock on the books of
the corporation after any such record date fixed as aforesaid.

                                   ARTICLE III

                               BOARD OF DIRECTORS

SECTION 3.1. POWERS. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not prohibited by
statute or by the Articles of Incorporation or by these by-laws.

SECTION 3.2. NUMBER, ELECTION AND TERM. The directors shall be elected at the
annual meeting of stockholders, except as provided in Section 3.3, and each
director elected shall hold office until his successor shall be elected and
shall qualify. The total number of directors shall not be fewer than four (4)
nor more than nine (9), which number may be increased or decreased by the
affirmative vote of a majority of the directors or by the holders of a majority
in interest of the shareholders at an annual meeting or at a meeting called for
that purpose. By a like vote, the additional directors may be elected at such
meeting. Directors need not be residents of Nevada or stockholders of the
corporation.

SECTION 3.3. VACANCIES, ADDITIONAL DIRECTORS AND REMOVAL FROM OFFICE. If any
vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
director or a director to fill the newly created directorship, as the case may
be; and a director so chosen shall hold office until the next annual meeting of
stockholders and until his successor shall be duly elected and shall qualify,
unless such director is sooner displaced. Any director may be removed either for
or without cause at any special meeting of stockholders duly called and held for
such purpose by the vote of stockholders representing net less than two-thirds
of the voting power of the stock entitled to vote at such meeting.

SECTION 3.4. REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held each year, without other notice than this by-law, at the place of, and
immediately following, the annual meeting of stockholders; and other regular
meetings of the Board of Directors shall be held during each year, at such time
and place as the Board of Directors may from time to time provide by resolution,
either within or without the State of Nevada, without other notice than such
resolution.

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SECTION 3.5. SPECIAL MEETINGS. A special meeting of the Board of Directors may
be called by the Chairman of the Board or by the President and shall be called
by the Secretary on the written request of any two directors. The Chairman of
the Board or President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without the State of
Nevada, as the place for holding such meeting.

SECTION 3.6. NOTICE OF SPECIAL MEETINGS. Written notice of special meetings of
the Board of Directors shall be given to each director at least 48 hours prior
to the time of such meeting. 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, except where a director attends a meeting solely for the 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 special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting, except that notice shall be
given of any proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is required by
statute.

SECTION 3.7. QUORUM. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute, by the Articles of Incorporation or
by these by-laws. If a quorum shall not be present at any meeting of the Board
of Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

SECTION 3.8. ACTION WITHOUT MEETING. Unless otherwise restricted by the Articles
of Incorporation or these by-laws, any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof as
provided in Article IV of these by-laws, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

SECTION 3.9. MEETING BY TELEPHONE. Any action required or permitted to be taken
by the Board of Directors or any committee thereof may be taken by means of a
meeting by conference telephone network or similar communications method so long
as all persons participating in the meeting can hear each other. Any person
participating in such meeting shall be deemed to be present in person at such
meeting.

SECTION 3.10. COMPENSATION. Except as otherwise provided in this Section 3.10,
directors, as such, shall not be entitled to any compensation for their services
unless voted by the stockholders; provided, however, by resolution of the Board
of Directors, there may be allowed (a) to "OUTSIDE" directors, as that term is
defined in Section 4.2 of these by-laws, a stated salary and/or a fixed sum for
each regular or special meeting of the Board of Directors or any meeting of a
committee of directors attended, and (b) to all directors, expenses of
attendance, if any, for each regular or special meeting of the Board of
Directors or any meeting of a committee of

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directors attended. No provision of these by-laws shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEES OF DIRECTORS

SECTION 4.1. AUDIT COMMITTEE. The Audit Committee of the Board of Directors (the
"AUDIT COMMITTEE") shall consist solely of directors, one or more, each of whom
shall be an "OUTSIDE" director of the corporation, to be designated annually by
the Board of Directors at its first regular meeting held pursuant to Section 3.4
of these by-laws after the annual meeting of stockholders or as soon thereafter
as conveniently possible. The term "outside" director, as used in this Section
4.1, shall mean a director of the corporation who is independent of management,
not an officer, employee, consultant, agent or affiliate (except as a director)
of the corporation and who is free of any relationship that, in the opinion of
the Board of Directors, would interfere with the designated director's exercise
of independent judgment as a member of the Audit Committee. The Audit Committee
shall have and may exercise all of the powers of the Board of Directors during
the period between meetings of the Board of Directors, except as may be
prohibited by law, with respect to (i) the selection and recommendation for
employment by the corporation, subject to approval by the Board of Directors and
the stockholders, of a firm of certified public accountants whose duty it shall
be to audit the books and accounts of the corporation and its subsidiaries for
the fiscal year in which they are appointed and who shall report to the Audit
Committee, provided, that in selecting and recommending for employment any firm
of certified public accountants, the Audit Committee shall make a thorough
investigation to insure the "independence" of such accountants as defined in the
applicable rules and regulations of the Securities and Exchange Commission; (ii)
instructing the certified public accountants to expand the scope and extent of
the annual audits of the corporation into areas of any concern to the Audit
Committee, which may be beyond that necessary for the certified public
accountants to report on the financial statements of the corporation, and, at
its discretion, directing other special investigations to insure the objectivity
of the financial reporting of the corporation; (iii) reviewing the reports
submitted by the certified public accountants, conferring with the auditors and
reporting thereon to the Board of Directors with such recommendations as the
Audit Committee may deem appropriate; (iv) meeting with the corporation's
principal accounting and financial officers, the certified public accountants
and auditors, and other officers or department managers of the corporation as
the Audit Committee shall deem necessary in order to determine the adequacy of
the corporation's accounting principles and financial and operating policies,
controls and practices, its public financial reporting policies and practices,
and the results of the corporation's annual audit; (v) conducting inquiries into
any of the foregoing, the underlying and related facts, including such matters
as the conduct of the personnel of the corporation, the integrity of the records
of the corporation, the adequacy of the procedures and the legal and financial
consequences of such facts; and (vi) retaining and deploying such professional
assistance, including outside counsel and auditors and any others, as the Audit
Committee shall deem necessary or appropriate, in connection with the exercise
of its powers on such terms as the Audit Committee shall deem necessary or
appropriate to protect the interests of the stockholders of the corporation.

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SECTION 4.2. OTHER COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more additional special or
standing committees other than the Audit Committee, each such additional
committee to consist of one or more of the directors of the corporation. Each
such committee shall have and may exercise such of the powers of the Board of
Directors in the management of the business and affairs of the corporation as
may be provided in such resolution, except as delegated by these by-laws or by
the Board of Directors to another standing or special committee or as may be
prohibited by law.

SECTION 4.3. COMMITTEE OPERATIONS. A majority of a committee shall constitute a
quorum for the transaction of any committee business. Such committee or
committees shall have such name or names and such limitations of authority as
provided in these by-laws or as may be determined from time to time by
resolution adopted by the Board of Directors. The corporation shall pay all
expenses of committee operations. The Board of Directors may designate one or
more appropriate directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee. In
the absence or disqualification of any members of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another appropriate member of the Board of Directors to act at the meeting in
the place of any absent or disqualified member.

SECTION 4.4. MINUTES. Each committee of directors shall keep regular minutes of
its proceedings and report the same to the Board of Directors when required. The
Secretary or any Assistant Secretary of the corporation shall (i) serve as the
Secretary of the Audit Committee and any other special or standing committee of
the Board of Directors of the corporation, (ii) keep regular minutes of standing
or special committee proceedings, (iii) make available to the Board of
Directors, as required, copies of all resolutions adopted or minutes or reports
of other actions recommended or taken by any such standing or special committee
and (iv) otherwise as requested keep the members of the Board of Directors
apprised of the actions taken by such standing or special committees.

SECTION 4.5. COMPENSATION. Members of special or standing committees who are
"outside" directors, as that term is defined elsewhere in this Article, may be
allowed compensation for serving as a member of any such committee and all
members may be compensated for expenses of attending committee meetings, if the
stockholders or Board of Directors shall so determine in accordance with Section
3.10.

                                    ARTICLE V

                                     Notices

SECTION 5.1. METHODS OF GIVING NOTICE. Whenever under the provisions of the
statutes, the Articles of Incorporation or these by-laws, notice is required to
be given to any director, member of any committee or stockholder, such notice
shall be in writing and delivered personally or

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mailed, postage prepaid, to such director, member or stockholder; provided that
in the case of a director or a member of any committee such notice may be given
orally, by telephone, by telegram or by facsimile. If mailed, notice to a
director, member of a committee or stockholder shall be deemed to be given when
deposited in the United States mail, in a sealed envelope, with first class
postage thereon prepaid, addressed, in the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the records of the
corporation or, in the case of a director or a member of a committee, to such
person at his business address. If sent by telegraph, notice to a director or
member of a committee shall be deemed to be given when the telegram, so
addressed, is delivered to the telegraph company. If sent by facsimile, notice
to a director or 'member of a committee shall be deemed to be given when the
transmission from the transmitting facsimile machine has been completed.

SECTION 5.2. WRITTEN WAIVER. Whenever any notice is required to be given under
the provisions of the statutes, the Articles of Incorporation or these by-laws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE VI

                                    Officers

SECTION 6.1. OFFICERS AND OFFICIAL POSITIONS. The executive officers of the
corporation shall be the Chairman of the Board, President, Secretary and
Treasurer. The Board of Directors shall elect and, when applicable, appoint all
the executive officers of the corporation. The Board of Directors and the
Chairman of the Board may appoint such other officers and agents, including but
not limited to one or more Vice Presidents (any one or more of which may be
designated Executive Vice President or Senior Vice President), Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers, as they deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as prescribed by the Board of Directors or
Chairman of the Board. Any two or more offices may be held by the same person.
No officer shall execute, acknowledge, verify or countersign any instrument on
behalf of the corporation in more than one capacity, if such instrument is
required by law, by these by-laws or by any act of the corporation to be
executed, acknowledged, verified or countersigned by two or more officers. The
Chairman of the Board shall be elected from among the directors. With the
foregoing exception, none of the other officers need be a director, and none of
the officers need be a stockholder of the corporation.

SECTION 6.2. ELECTION AND TERM OF OFFICE. The executive officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible. Each executive officer shall hold office
until his successor shall have been chosen and shall have qualified or until his
death or the effective date of his resignation or removal, or until he shall
cease to be a director in the case of the Chairman of the Board.

SECTION 6.3. REMOVAL AND RESIGNATION. Any officer may be removed, either with or
without cause, by the affirmative vote of a majority of the Board of Directors
whenever, in its judgment, the best interests of the corporation shall be served
thereby, but such removal shall be without

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prejudice to the contractual rights, if any, of the person so removed. Any
executive officer or other officer or agent may resign at any time by giving
written notice to 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.

SECTION 6.4. VACANCIES. Any vacancy occurring in any executive office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

SECTION 6.5. SALARIES. The salaries of all executive officers of the corporation
shall be fixed by the Board of Directors or pursuant to the direction of the
Board of Directors; and no executive officer shall be prevented from receiving
such salary by reason of his also being a director. Compensation of officers and
agents not appointed by the Board of Directors shall be established by the
Chairman of the Board and President, but subject to review by the Board of
Directors.

SECTION 6.6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the Board of Directors and of the stockholders of the
corporation. In the Chairman's absence, such duties shall be attended to by the
President. The Chairman of the Board shall hold the position of chief executive
officer of the corporation and shall perform such duties as usually pertain to
the position of chief executive officer and such duties as may be prescribed by
the Board of Directors. The Chairman of the Board shall formulate and submit to
the Board of Directors matters of general policy for the corporation and shall
perform such other duties as usually appertain to the office or as may be
prescribed by the Board of Directors. He shall have the power to appoint and
remove subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. He may sign with the President or any other
officer of the corporation thereunto authorized by the Board of Directors
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors, and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments which the Board
of Directors has authorized to be executed, except in cases where the signing
and execution thereof has been expressly delegated or reserved by these by-laws
or by the Board of Directors to some other officer or agent of the corporation,
or shall be required by law to be otherwise executed.

SECTION 6.7. PRESIDENT. The President, subject to the control of the Board of
Directors, and the Chairman of the Board, shall in general supervise and control
the business and affairs of the corporation. He shall have the power to appoint
and remove subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. The President shall keep the Board of
Directors and the Chairman of the Board fully informed as they or any of them
shall request and shall consult them concerning the business of the corporation.
He may sign with the Chairman of the Board or any other officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of capital stock of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors, and any deeds, bonds.
mortgages, contracts, checks, notes, drafts or other instruments which the Board
of Directors has authorized to be executed, except in cases where the signing
and execution thereof has been expressly delegated by these by-laws or by the
Board of Directors

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to some other officer or agent of the corporation, or shall be required by law
to be otherwise executed. In general he shall perform all other duties normally
incident to the office of the President, except any duties expressly delegated
to other persons by these by-laws or the Board of Directors and such other
duties as may be prescribed by the stockholders, Chairman of the Board or the
Board of Directors, from time to time.

SECTION 6.8. VICE PRESIDENTS. In the absence of the President, or in the event
of his inability or refusal to act, the Executive Vice President (or in the
event there shall be no Vice President or more than one Vice President
designated Executive Vice President, any Vice President designated by the Board)
shall perform the duties and exercise the powers of the President. Any Vice
President authorized by resolution of the Board of Directors to do so, may sign
with any other officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of capital stock of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors. The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board, the President or the
Board of Directors.

SECTION 6.9. SECRETARY. The Secretary shall (a) keep the minutes of the meetings
of the stockholders, the Board of Directors and committees of directors; (b) see
that all notices are duly given in accordance with provisions of these by-laws
and 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 or a facsimile
thereof is affixed to all certificates for shares prior to the issuance thereof
and to all documents, the execution of which on behalf of the corporation under
its seal is duly authorized in accordance with the provisions of these by-laws;
(d) keep or cause to be kept a register of the post office address of each
stockholder which shall be furnished by such stockholder; (e) have general
charge of the stock transfer books of the corporation; and (f) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee.

SECTION 6.10. TREASURER. The Treasurer shall (a) have charge and custody of and
be responsible for all funds and securities of the corporation; 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 selected in accordance
with the provisions of Section 7.3 of these by-laws; (b) prepare, or cause to be
prepared, for submission at each regular meeting of the Board of Directors, at
each annual meeting of stockholders, and at such other times as may be required
by the Board of Directors, the Chairman of the Board as the President, a
statement of financial condition of the corporation in such detail as may be
required, 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 to him by
the Chairman of the Board, the President as the Board of Directors. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sums and with such surety or sureties as the
Board of Directors shall determine.

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SECTION 6.11. ASSISTANT SECRETARIES OR TREASURERS. The Assistant Secretaries and
Assistant Treasurers shall, in general, perform such duties as shall be assigned
to them by the Secretary or the Treasurer, respectively, or by the Chairman of
the Board, the President as the Board of Directors. The Assistant Secretaries or
Assistant Treasurers shall, in the absence of the Secretary or Treasurer,
respectively, perform all functions and duties which such absent officers may
delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office. 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.

                                   ARTICLE VII

                           CONTRACTS, CHECKS, DEPOSITS

SECTION 7.1. CONTRACTS. Subject to the provisions of Section 6.1., the Board of
Directors may authorize any officer, officers, agent or agents, to enter into
any contract or execute and deliver an instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to specific
instances.

SECTION 7.2. CHECKS, ETC. All checks, demands, 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 or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board of Directors.

SECTION 7.3. 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 Chairman of the Board, the
President or the Treasurer may be empowered by the Board of Directors to select
or as the Board of Directors may select.

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                                  ARTICLE VIII

                              CERTIFICATE OF STOCK

SECTION 8.1. ISSUANCE. Each stockholder of this corporation shall be entitled to
a certificate or certificates showing the number of shares of stock registered
in his name on the books of the corporation. The certificates shall be in such
form as may be determined by the Board of Directors, shall be issued in
numerical order and shall be entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the Chairman of the Board and the President or such other officers
as may from time to time be authorized by resolution of the Board of Directors.
Any of or all the signatures on the certificate may be a facsimile. The seal of
the corporation shall be impressed, by original or by facsimile, printed or
engraved, on all such certificates. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, such certificate may
nevertheless be issued by the corporation with the same effect as if such
officer had not ceased to be such officer at the date of its issue. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designation, preferences and relative,
participating, option or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class of stock;
provided that except as otherwise provided by statute, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate which
the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish to each stockholder who so requests
the designations, preferences and relative, participating, option or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and rights. 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 the case of a
lost, stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the corporation as
the Board of Directors may prescribe.

SECTION 8.2. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors may
direct that a new certificate or certificates 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 person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in 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 legal representative, to advertise the same
in such manner as it shall require 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 or certificates alleged to have been
lost, stolen or destroyed, or both.

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<PAGE>   13
SECTION 8.3. TRANSFERS OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate 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, cancel the old certificate and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the transfer agent.

SECTION 8.4. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by laws of the State of Nevada.

                                   ARTICLE IX

                                    Dividends

SECTION 9.1. DECLARATION. Dividends upon the capital stock of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in shares of capital
stock, subject to the provisions of the Articles of Incorporation.

SECTION 9.2. RESERVE. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
Board of Directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the Board of Directors shall think conducive to the interests of the
corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

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<PAGE>   14
                                    ARTICLE X

                                 INDEMNIFICATION

SECTION 10.1. THIRD PARTY ACTIONS. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving 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 interest of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

SECTION 10.2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

SECTION 10.3. SUCCESSFUL DEFENSE. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
10.1 and 10.2, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

SECTION 10.4. DETERMINATION OF CONDUCT. Any indemnification under Section 10.1
or 10.2 (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is

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<PAGE>   15
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 10. 1 and 10-2. Such determination shall be made
(1) by the Board of Directors or the Executive Committee by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

SECTION 10.5. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Article X.

SECTION 10.6. INDEMNITY NOT EXCLUSIVE. The indemnification provided hereunder
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any other by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 10.7. THE CORPORATION. For purposes of this Article X, references to
"the corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under and subject to the provisions of this
Article X (including, without limitation the provisions of Section 10.4) with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

SECTION 10.8. INSURANCE INDEMNIFICATION. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this Article X.

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<PAGE>   16
SECTION 10.9. EXPANDED INDEMNIFICATION. If the Nevada General Corporation Law is
amended at any time or from time to time so as to expand the circumstances under
which, the extent to which, or the persons for which, the corporation may make
indemnification, this corporation may make such indemnification to the extent of
such expansion.

                                   ARTICLE XI

                                    AMENDMENT

SECTION 11.1. DIRECTOR AMENDMENT. These by-laws may be altered, amended or
repealed at any regular meeting of the Board of Directors without prior notice,
or at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such special
meeting.

SECTION 11.2. SHAREHOLDER AMENDMENT. These by-laws may be amended altered, or
repealed, in whole or in part, upon the affirmative vote of the holders of not
less than two-thirds (2/3) of the outstanding voting shares of the corporation.

                                   ARTICLE XII

                               General Provisions

SECTION 12.1. SEAL. The corporate seal shall have inscribed thereon the name of
the corporation, and the words "Corporate Seal, Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.

SECTION 12.2. BOOKS. The books of the corporation may be kept within or without
the State of Nevada (subject to any provisions contained in the statutes) at
such place or places as may be designated from time to time by the Board of
Directors or the Executive Committee.

SECTION 12.3. FISCAL YEAR. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

SECTION 12.4. REDEMPTION OF CONTROL SHARES. The corporation, in accordance with
Section 78.3792 of the General Corporation Law of the State of Nevada may call
for redemption of not less than all of the control shares (as defined in Section
78.3784 of the Nevada General Corporation Law) upon the terms and conditions set
out in the General Corporation Law of the State of Nevada.

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