BYLAWS

                                       OF

                           KAPALUA ACQUISITIONS, INC.


                                Amended 07/18/03


                                   Exhibit 3.2

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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I - OFFICES..........................................................  1

         1.1      Business Office............................................  1
         1.2      Registered Office..........................................  1

ARTICLE II - SHARES AND TRANSFER THEREOF.....................................  1

         2.1      Regulation.................................................  1
         2.2      Certificates of Shares.....................................  1
         2.3      Cancellation of Certificates...............................  2
         2.4      Lost, Stolen or Destroyed Certificates.....................  2
         2.5      Transfer of Shares.........................................  2
         2.6      Transfer Agent.............................................  2
         2.7      Close of Transfer Book and Record Date.....................  3

ARTICLE III - SHAREHOLDERS AND MEETINGS THEREOF..............................  3

         3.1      Shareholders of Record.....................................  3
         3.2      Meetings...................................................  3
         3.3      Annual Meeting.............................................  3
         3.4      Special Meetings...........................................  4
         3.5      Notice.....................................................  4
         3.6      Meeting of all Shareholders................................  4
         3.7      Voting Record..............................................  4
         3.8      Quorum.....................................................  4
         3.9      Manner of Acting...........................................  5
         3.10     Proxies....................................................  5
         3.11     Voting of Shares...........................................  5
         3.12     Voting of Shares by Certain Holders........................  5
         3.13     Voting by Ballot...........................................  6
         3.14     Cumulative Voting..........................................  6

ARTICLE IV - DIRECTORS, POWERS AND MEETINGS..................................  6

         4.1      Board of Directors.........................................  6
         4.2      Regular Meetings...........................................  6
         4.3      Special Meetings...........................................  6
         4.4      Notice.....................................................  6
         4.5      Participation by Electronic Means..........................  7
         4.6      Quorum and Manner of Acting................................  7
         4.7      Organization...............................................  7

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                                TABLE OF CONTENTS
                                   (Continued)

         4.8      Presumption of Assent......................................  7
         4.9      Informal Action by Directors...............................  7
         4.10     Vacancies..................................................  7
         4.11     Compensation...............................................  8
         4.12     Removal of Directors.......................................  8
         4.13     Resignations...............................................  8
         4.14     General Powers.............................................  8

ARTICLE V - OFFICERS.........................................................  8

         5.1      Term and Compensation......................................  8
         5.2      Powers.....................................................  9
         5.3      Compensation............................................... 10
         5.4      Delegation of Duties....................................... 10
         5.5      Bonds...................................................... 10
         5.6      Removal.................................................... 10

ARTICLE VI - FINANCE......................................................... 10

         6.1      Reserve Fund............................................... 10
         6.2      Banking.................................................... 10

ARTICLE VII - DIVIDENDS...................................................... 10

ARTICLE VIII - CONTRACTS, LOANS AND CHECKS................................... 11

         8.1      Execution of Contracts..................................... 11
         8.2      Loans...................................................... 11
         8.3      Checks..................................................... 11
         8.4      Deposits................................................... 11

ARTICLE IX - FISCAL YEAR..................................................... 11

ARTICLE X - CORPORATE SEAL................................................... 11

ARTICLE XI - AMENDMENTS...................................................... 12

ARTICLE XII - EXECUTIVE COMMITTEE............................................ 12

         12.1     Appointment................................................ 12
         12.2     Authority.................................................. 12
         12.3     Tenure and Qualifications.................................. 12

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         12.4     Meetings................................................... 12
         12.5     Quorum..................................................... 12
         12.6     Informal Action by Executive Committee..................... 12
         12.7     Vacancies.................................................. 13
         12.8     Resignations and Removal................................... 13
         12.9     Procedure.................................................. 13

CERTIFICATE       ............................................................13



                                    ARTICLE I
                                     OFFICES

     1.1 Business Office. The principal office and place of business of the
corporation shall be established from time to time by the Board of Directors.
Other offices and places of business may be established from time to time by
resolution of the Board of Directors or as the business of the corporation may
require.

     1.2 Registered Office. The registered office of the corporation is
currently its principal office, but need not be identical with the principal
office of the corporation, and the address of the registered office may be
changed from time to time by the Board of Directors.

                                   ARTICLE II
                           SHARES AND TRANSFER THEREOF

     2.1 Regulation. The Board of Directors may make such rules and regulations
as it may deem appropriate concerning the issuance transfer and registration of
certificates for shares of the corporation, including the appointment of
transfer agents and registrars.

     2.2 Certificates of. Shares. Certificates representing shares of the
corporation shall be respectively numbered serially for each class of shares, or
series thereof, as they are issued, shall be impressed with the corporate seal
or a facsimile thereof and shall be signed by the Chairman or Vice Chairman of
the Board of Directors or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or by the Secretary or an Assistant
Secretary provided that any or all of the signatures may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or its employee. Each certificate shall state
the name of the corporation, the corporation's state of incorporation, the name
of the person to whom issued, the date of issue, the class (or series of any
class), the number of shares represented thereby and the par value of the shares
represented thereby or a statement that such shares are without par value. A
statement of the designation, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class shall be
set forth in full or summarized on the face or back of the certificates which
the corporation shall issue, or in lieu thereof, the certificate may set forth
that such a statement or summary will be furnished to any shareholder upon
request without charge. Each certificate shall be otherwise in such form as may
be prescribed by the Board of Directors and as shall conform to the rules of any
stock exchange on which the sharers may be listed. The corporation shall not

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issue certificates representing fractional shares and shall not be obligated to
make any transfers creating a fractional interest in a share of stock. The
corporation may issue scrip in lieu of any fractional shares, such scrip to have
terms and conditions specified by the Board of Directors.

     2.3 Cancellation of Certificates. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and cancelled, except as herein provided with
respect to lost, stolen or destroyed certificates.

     2.4 Lost, Stolen or Destroyed Certificates. Any shareholder claiming that
his certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of the fact and lodge the same with the Secretary of the
corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series as were represented by the certificate alleged to be
lost, stolen or destroyed.

     2.5 Transfer of Shares. Subject to the terms of any shareholder agreement
relating to the transfer of shares or other transfer restrictions contained in
the certificate of incorporation or authorized, therein, shares of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of shares. Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the corporation, a
transfer of shares can be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the state of the
corporation's incorporation,

     2.6 Transfer Agent. Unless otherwise specified by the Board of Directors by
resolution, the Secretary of the corporation shall act as transfer agent of the
certificates representing the shares of stock of the corporation. He shall
maintain a. stock transfer book, the stubs in which shall set forth among
things, the names and addresses of the holders of all issued shares of the
corporation, the number of shares hold by each, the certificate numbers
representing such shares, the date of issue of the certificates representing
such shares, and whether or not such shares originate from original issue or
from transfer. Subject to Section 3.7, the names and addresses of the
shareholders as they appear on the stubs of the stock transfer book shall be
conclusive evidence are as to who are the shareholders of record and as such
entitled to receive notice of the meetings of shareholders; to vote at such
meetings; to examine the list of the shareholders entitled to vote at meetings;
to receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the corporation. Each shareholder shall

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be responsible for notifying the Secretary in writing of any change in his name
or address and failure so to do will relieve the corporation, its directors,
officers and agents, from liability for failure to direct notices or other
documents, or pay over or transfer dividends or other property or rights, to a
name or address other than the name and address, appearing on the stub of the
stock transfer book.

     2.7 Close of Transfer Book and Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment thereof, or entitled to receive payment of any dividend, or in
Qrder to make a, determination of shareholders for any other proper purpose, the
Board of Directors may provide that the stock transfer booke. shall be closed
for a stated period, but not to exceed, in any case, fifty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of, or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the data on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.


                                   ARTICLE III
                        SHAREHOLDERS AND MEETINGS THEREOF

     3.1 Shareholders of Record. Only shareholders of record on the books of the
corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, any
shares on the part of any other person, firm or corporation, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of the state of the corporation's incorporation.

     3.2 Meetings. Meetings of shareholders shall be held at the principal
office of the corporation, or at such other place as specified from time to time
by the Board of Directors. If the Board of Directors shall specify another
location such change in location shall be recorded on the notice calling such
meeting.

     3.3 Annual Meeting. In the absence of a resolution of the Board of
Directors providing otherwise, the annual meeting of shareholders of the
corporation for the election of directors, and for the transaction of such other
business as may properly come before the meeting, shall be held at such time as
may be determined by Board of Directors by resolution in conformance with the

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laws of the state of the corporation's incorporation. If the election of
Directors shall not be held an the day so designated for any annual meeting of
the shareholders, the Board of Directors shall cause the election to be held at
a special meeting of the, shareholders as soon thereafter as may be convenient.

     3.4 Special Meetings. Special meetings of shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, maybe called by the President,
the Board of Directors, the holders of not less than one-tenth of all the shares
entitled to vote at the meeting, or legal counsel of the corporation as last
designated by resolution of the Board of Directors.

     3.5 Notice.  Written 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 unless otherwise prescribed by statute not less
than ten days nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting to each shareholder of record
entitled to vote at such meeting. Any shareholder may waive notice of any
meeting. Notice to shareholders of record, if mailed, shall be deemed given as
to any shareholder of record, when deposited in the United States mail,
addressed to the shareholder at his address appears on the stock transfer books
of the corporation, but if three successive letters mailed to the last-know
address of any shareholder of record are returned as undeliverable, no further
notices to such shareholder shall be necessary, until another address for such
shareholder is made known to the corporation.

     3.6 Meeting of all Shareholders. If all of the shareholders shall meet at
any time and place, and consent to the holding of a meeting at such time and
place, such meeting shall be valid without call or notice, and at such meeting
any Corporate action may be taken.

     3.7 Voting Record. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten days before such
meeting of shareholders, a complete record of the shareholders entitled to, vote
at each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares held by each. The
record, for a period of ten days prior to such meeting, shall be kept on file
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held, whether within or without the state of
the corporation's incorporation, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time during usual
business hours. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
for any purpose germane to the meeting during the whole time of the meeting for
the purposes thereof. The original stock transfer books shall be prima facie
evidence as to who are the shareholders entitled to examine the record or
transfer books or to vote at any meeting of shareholders.

     3.8 Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders, except as otherwise provided by the corporate
laws of the corporation's state of incorporation and its Certificate of
Incorporation. In the absence of a quorum at any such meeting, a majority of the

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shares so represented may adjourn the meeting from time to time. When a meeting
is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business which might have bean transacted at the original meeting. If the
adjournment is for more than thirty 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.

     3.9 Manner of Acting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Certificate of Incorporation or these Bylaws.

     3.10 Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. go proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy.

     3.11 Voting of Shares. Unless otherwise provided by these Bylaws or the
Certificate of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, an each fractional share shall be entitled to a corresponding
fractional vote on each such matter.

     3.12 Voting of Shares by certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such other corporation may determine. Shares standing in
the name of a deceased person, a minor ward or an incompetent person, may be
voted by his administrator, executor, court appointed guardian or conservator,
either in person or by proxy without a. transfer of such shares into the name of
such administrator, executor, court appointed guardian or conservator. Shares
held by a trustee may be voted by him, either in person or by proxy. 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 so to do be 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 until the shares have-been transferred into the name of the pledgee, and
thereafter the pledged shall be entitled to vote the shares so transferred.
Neither shares of its own stock belonging to this corporation, nor shares of its
own stock hold by it in a fiduciary capacity, nor shares of its own stock held
by another corporation if the majority of shares entitled to vote for the
election of directors of such corporation is held by this corporation nay be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time. Redeemable
shares which have been called for redemption shall not be entitled to vote on
any matter and shall not be deemed outstanding shares on and after the date on

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which written notice of redemption has been mailed to shareholders and a sum
sufficient to redeem such shares has been irrevocably deposited or set aside to
pay the redemption price to the holders of the shares upon surrender of
certificates therefore.

     3.13 Voting by Ballot. Voting on any question or in any election may be by
voice vote unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

     3.14 Cumulative Voting. No shareholder shall be permitted cumulate his
votes by giving one candidate as many votes as the number of such directors
multiplied by the number of his shares shall equal, or by distributing such
votes on the same principal among any number of candidates.

                                   ARTICLE IV
                         DIRECTORS, POWERS AND MEETINGS

     4.1 Board of Directors. The business and affairs of the corporation shall
be managed by a board of not less than 1 nor more than 7 directors. Directors
need not be shareholders of the corporation or residents of the state of the
corporation's incorporation and shall be elected at the annual meeting of
shareholders or some adjournment thereof. Directors shall hold office until the
next succeeding annual meeting of shareholders and until their successors shall
have been elected and shall qualify. The Board of Directors may increase or
decrease, to not less than one except as provided above, the number of directors
by resolution.

     4.2 Regular Meetings. A regular, annual meeting of the Board of Directors
shall be held at the same place as, and immediately after, the annual meeting of
shareholders, and no notice shall be recited in connection therewith. The annual
meeting of the Board of Directors shall be for the purpose of electing officers
and the transaction of such other business as may come before the meeting. The
Board of Directors may provide, by resolution, the time and place, either within
or without the state of the corporation's incorporation, for the holding of
additional regular meetings without other notice than such resolution.

     4.3 Special Meetings. Special meeting of the Board of Directors may be
called or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors nay fix
any place whatsoever as the place for holding any special meeting of the Board
of Directors called by them.

     4.4 Notice. Written notice of any special meeting of directors shall be
given as follows:

         (a) By mail to each director at his business address at least three
days prior to the meeting; or

         (b) By personal delivery or telegram at least twenty-four
hours prior to the meeting to the business address of each director, or in the
event such notice is given on a Saturday, Sunday or holiday, to the -residence
address of each director. If mailed, such notice shall be deemed to be delivered

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when deposited in the United States mail, so addressed, with postage thereon
prepaid. If notice by telegram, such notice shall be deemed to be delivered
telegram is delivered to the telegraph company. Any may waive notice of any
meeting. The attendance of a at any meeting shall constitute a waiver of notice
meeting, except where a director attends a meeting express purpose of objecting
to the transaction of any 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 of notice of such meeting.

     4.5 Participation by Electronic Means. Except as may be otherwise provided
by the Certificate of Incorporation or Bylaws, members of the Board of Directors
or any committee designated by such Board may participate in a meeting of the
Board or committee by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other
at the same time. Such participation shall constitute presence in person at the
meeting..

     4.6 Quorum and Manner of Acting. A quorum at all meetings of the Board of
Directors shall consist of a majority of the number of directors then holding
office, but a smaller number may adjourn from time to tine without further
notice, until a. quorum is secured. The act of the majority of the directors
present at the meeting at which a quorum is present shall be the act of the
Board of Directors, unless the act of a greater number is required by the laws
of the state of the Corporation's incorporation or by the Certificate of
Incorporation or these Bylaws.

     4.7 Organization. The Board of Directors shall elect a chairman to preside
at each meeting of the Board of Directors. The Board of Directors shall elect a
Secretary to record the discussions and resolutions of each meeting.

     4.8 Presumption of Assent. A director of the corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting, Such right to dissent shall not apply to a director
who voted in favor of such action.

     4.9 Informal Action By Directors. Any action required or permitted to be
taken by the Board of Directors, or a committee thereof, at a meeting may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors or all the committee members
entitled to vote with respect to the subject matter thereof.

     4.10 Vacancies. Any vacancy occurring in the Board 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 elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office,
and shall hold such office until his successor; is duly elected and shall
qualify. Any directorship to be filled, by reason of an increase in
the number of directors shall be filled by the affirmative vote of a

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majority of the directors then in office or by an election at an annual meeting,
or at a special meeting of shareholders called for that purpose. A director
chosen to fill a position resulting from an increase in the number of directors
shall hold office only until the next election of directors by the shareholders.

     4.11 Compensation. By resolution of the Board of Directors and irrespective
of any personal interest of any of the members, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a stated salary as director or a fixed sum for attendance at each
meeting of the Board of Directors or both. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefore,

     4.12 Removal of Directors. Any director or directors of the corporation may
be removed at any time, with or without cause, in the manner provided by the
laws of the state of the corporation's incorporation.

     4.13 Resignations. A director of the corporation may resign at any time by
giving written notice to the Board of Directors, President or Secretary of the
corporation. The resignation shall take effect upon the date of receipt of such
notice, or at any later period of time specified therein. The acceptance of such
resignation shall not be necessary to make effective, unless the resignation
requires it to be effective as such.

     4.14 General Powers. The business and affairs of the corporation shall be
managed by the Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders. The directors shall pass upon any and all
bills or claims of officers for salaries or other compensation and, if deemed
advisable, shall contract with officers, employees, directors, attorneys,
accountants, and other persons to render services to the corporation.

                                   ART ICLE V
                                    OFFICERS

     5.1 Term and Compensation. The elected officers of the corporation shall
consist of at least a President, a Secretary and a Treasurer, each of whom shall
be eighteen years old or older and who shall be elected by the Board of
Directors at its annual meeting. Unless removed in accordance with procedures
established by law and these Bylaws, said officers shall serve until the next
succeeding annual meeting of the Board of Directors and until their respective
successors are elected and shall qualify. Any number of offices, but not more
than two, may be held by the same person at the same time, except that one
person may not simultaneously hold the offices of President and Secretary. The
Board of Directors may elect or appoint such other officers and agents as it may
deem advisable, who shall hold office at the pleasure of the Board of Directors.

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     5.2 Powers. The officers of the corporation shall exercise and perform the
respective powers, duties and functions as are stated below, and as may be
assigned to them by the Board or Directors.

         (a) 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, when present, at all meeting of the shareholders
and of the Board of Directors unless a different chairman of such meetings is
elected by the Board of Directors.

         (b) In the absence or disability of the President, the Vice-President
or Vice-Presidents, if any, in order of their rank as fixed by the Board of
Directors, and it not ranked, the Vice-Presidents in the order 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 on
the President. Each Vice-President shall have such other powers and perform such
other duties as may from time to time be assigned to him by the President or the
Board of Directors.

         (c) The secretary shall keep accurate minutes of all meetings of the
shareholders and the Board of Directors unless a different Secretary of such
meetings is elected by the Board of Directors. He shall keep, or cause to be
kept a record of the shareholders of the corporation, and shall be responsible
for the giving of notice of meetings of the shareholders or the' Board of
Directors The Secretary shall be custodian of the records and of the seal of the
corporation and shall attest to the affixing, of the seal of the corporation
when so authorized. The Secretary or Assistant Secretary shall sign all stock
certificates. The Secretary shall perform all duties commonly incident to his
office and such other duties as may from time to time be assigned to him b the
President or the Board of Directors.

         (d) An Assistant Secretary may, at the request of the Secretary, or in
the absence or disability of the Secretary, perform all of the duties of the
Secretary. He shall perform such other duties as may be assigned to him by the
President or by the Secretary.

         (e) The Treasurer, subject to the order of the Board of Directors,
shall have the dare and custody of the money funds, valuable papers and
documents of the corporation. He shall keep accurate books of account of the
corporation's transactions, which shall be the property of the corporation, and
shall render financial reports and statements of condition of the corporation
when so requested by the Board of Directors or President. The Treasurer shall
perform all duties commonly incident to his office and such other duties as may
from time to time be assigned to him by the President or the Board of Directors
in the absence or disability of the President and vice-president, or
Vice-Presidents, the Treasurer shall perform the duties of the President.

         (f) An Assistant Treasurer may, at the request of the Treasurer, or in
the absence or disability of the Treasurer, perform all of the duties of the
Treasurer. He shall perform such other duties as may be assigned to him by the
President or by the Treasurer.

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     5.3 Compensation. All officers of the corporation may receive salaries or
other compensation if so ordered and fixed by the Board of Directors. The Board
of Directors shall have authority to fix salaries in advance for stated periods
or render the game retroactive as the Board may deem advisable.

     5.4 Delegation of Duties. In the event of absence or inability of any
officer to act, the Board of Directors may delegate the powers or duties of such
officer to any other officers, director or person whom it may select.

     5.5 Bonds. If the Board of Directors by resolution shall so require, any
officer or agent of the corporation shall give bond to the corporation in such
amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.

     5.6 Removal. Any officer or agent may be removed by the Board of Directors
or by the executive committee, if any, whenever in Its judgment the best
interest of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not, of itself, create
contract rights.

                                   ARTICLE VI
                                     FINANCE

     6.1 Reserve Fund. The Board of Directors, in its uncontrolled discretion,
may set aside from time to time, out of the net profits or earned surplus of the
corporation, such sum or sums as it deems expedient as a reserve fund to meet
contingencies, for equalizing dividends, maintaining any property of the
corporation, and for any other purpose.

     6.2 Banking. The moneys of the corporation shall be deposited in the name
of the corporation in such bank or banks or trust company or trust companies, as
the Board of Directors shall designate, and may be drawn out only on checks
signed in the name of the corporation by such person or persons as the Board of
Directors, by appropriate resolution, may direct. Notes and commercial paper,
when authorized by the Board, shall be signed in the name of the corporation by
such officer or officers or agent or agents as shall thereunto be authorized
from time to time.

                                   ARTICLE VII
                                    DIVIDENDS

     Subject to the provisions of the Certificate of Incorporation and the laws
of the state of the corporation-la incorporation, the Board of Directors: nay
declare dividends whenever, and in such amounts, as in the Board's opinion the
condition of the affairs of the corporation shall render such advisable.

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                                  ARTICLE VIII
                           CONTRACTS, LOANS AND CHECKS

     8.1 Execution of Contracts. Except as otherwise provided by the statute or
by these Bylaws, the Board of Directors may authorize any officer or agent of
the corporation to enter into any contract, or execute and deliver any
instrument in the name of, and on behalf of the corporation. Such authority may
be general or confined to specific instances and, unless so authorized, no
officer, agent or employee shall have any power to bind the corporation for any
purpose, except as may be necessary to enable the corporation to carry on its
normal and ordinary course of business.

     8.2 Loans. No loans shall be contracted on behalf of the corporation and no
negotiable paper shall be issued in its name unless authorized by the Board of
Directors. When so authorized, any officer or agent of the corporation may of
effect loans and advances at any time for the corporation from any bank, trust
company or institution, firm, corporation or individual. An agent so authorized
may make and deliver promissory notes or other evidence of indebtedness of the
corporation and may mortgage and pledge, hypothecate or transfer any real or
personal property held by the corporation as security for the payment of such
loans. Such authority, in the Board of Directors' discretion, may be general or
confined to specific instances.

     8.3 Checks. Checks, notes, drafts and demands for money or other evidence
of indebtedness issued in the name of the corporation shall be signed by such
person or persons as designated by the Board of Directors and in the manner the
Board of Directors prescribes.

     8.4 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 IX
                                   FISCAL YEAR

     The fiscal year of the corporation shall be the year adopted by resolution
of the Board of Directors.

                                    ARTICLE X
                                 CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation and the state
of incorporation and the words "CORPORATE SEAL".

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                                   ARTICLE XI
                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws nay be
adopted by a majority of the Directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present.

                                   ARTICLE XII
                               EXECUTIVE COMMITTEE

     12.1 Appointment. The Board of Directors by resolution adopted by a
majority of the full Board, may designate two or more of its members to
constitute an executive committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

     12.2 Authority. The executive committee, when the Board of Directors is not
in session shall have and may exercise all of the authority of the Board of
Directors except to the extent, it any, that such authority shall be limited by
the resolution appointing the executive committee and except also that the
executive committee shall not have the authority of the Board of Directors in
reference to amending the Certificate of Incorporation, adopting a plan of
merger or consolidation, recommending to the shareholders the sale, lease or
other on of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the corporation or a
revocation thereof, or amending the Bylaws of the corporation.

     12.3 Tenure and Qualifications. Each member of executive committee shall
hold office until the next regular annual meeting of the Board of Directors
following his designation.

     12.4 Meetings. Regular meetings of the executive committee may be held
without notice at such time and places as the executive committee may fix from
time to time by resolution. Special meetings of the executive committee may be
called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the executive committee at his business address. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.

     12.5 Quorum. A majority of the members of the executive committee shall
constitute a quorum for the transaction of business at any meeting thereof, and
action of the executive committee must be authorized by the affirmative vote of
a majority of the members present at a meeting at which a quorum is present.

     12.6 Informal Action by Executive Committee. Any action required or
permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the committee entitled to vote with
respect to the subject matter thereof.

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     12.7 Vacancies. Any vacancy in the executive committee may be filled by a
resolution adopted by a majority of the full Board of Directors.

     12.8 Resignations and Removal. Any member of the executive committee may be
removed at any time with or without, cause by resolution adopted by a majority
of the full Board of Directors. Any member of tire Executive committee may
resign from the executive committee at any time by giving, written notice to the
President or Secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
affective.

     12.9 The executive committee shall elect a presiding officer from its
members and may fix its own rules of procedure which shall not be inconsistent
with these Bylaws. It shall keep regular minutes of its proceedings and report
the same to the Board of Directors for its at the information at the meeting
thereof held next after the proceedings shall have been taken.

                                   CERTIFICATE

     I hereby certify that the foregoing Bylaws, constitute the Bylaws of the
corporation adopted by the Board of Directors of the corporation as of the
______ day of __________, 19__.


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