BYLAWS OF

                          COMPUDYNE CORPORATION


                                ARTICLE I

                                 OFFICES

  Section 1.  Principal Office.  The principal or registered office of
the Company shall be located within the State of Nevada, at such place
as the Board of Directors shall, from time to time, determine.

  Section 2.  Other Offices.  The Company may also have offices at such
other places as the Board of Directors may, from time to time, determine.

                                ARTICLE II

                           SHAREHOLDER'S MEETINGS

  Section 1.  Place of Shareholder's Meetings.  All meetings of the
shareholders of the Company shall be held at the principal office of the
Company or at such other place as the Board of Directors or shareholders
may, from time to time, determine.

  Section 2.  Annual Meeting.  A meeting of the shareholders the
corporation shall be held in each calendar year for the election of
directors on such date and at such time as may be fixed by the Board of
Directors.

          At such annual meeting, there shall be held an election for a
Board of directors to serve for the ensuing year and until their
successors shall be duly elected.

          Unless the Board of Directors shall deem it advisable,
financial reports of the corporation's business need not be sent to the
shareholders and need not be presented at the annual meeting.  If any
report is deemed advisable by the Board of Directors, such report may
contain such information as the Board of Directors shall determine and
need not be certified by a Certified Public Accountant unless the Board
of Directors shall so direct.

  Section 3.  Special Meetings.  Special Meetings of the shareholders,
unless otherwise provided by law, by the Articles or these Bylaws, may
be called at any time:

            (a)  By either the Chairman of the Board or Vice Chairman of
the Board acting alone.

            (b)  When ordered by a majority of the Board of Directors.

            (c)  Whenever the holders of at least a majority in amount
of the capital stock of the Company having voting power, issued and
outstanding, shall make a demand in writing that a special meeting be
called, which demand shall set forth the purpose for which the meeting
is desired.

  At any time, upon the written request of any person entitled to call
a special meeting, as provided in (a), (b) or (c) hereof, it shall be
the duty of the Secretary to call such meeting to be held at such time
as the Secretary shall fix, not less than ten or more than sixty days
after the receipt of such request.  If the Secretary shall neglect or
refuse to issue such call, the person or persons making the request may
do so.

  Section 4.  Notice of Shareholders' Meetings.

            (a)  Annual Meetings.  Notice shall be given of the time
when, and place where, the Annual Meeting of the shareholders is to be
held not less than ten nor more than sixty days prior to the meeting.

            (b)  Special Meetings.  Except where otherwise specifically
provided by law, notice shall be given of the time when, and place
where, any special meeting of the shareholders is to be held not less
than ten nor more than sixty days prior to the meeting.

            (c)  Such notices shall be signed in the name of the
President or Vice President, or the Secretary or an Assistant Secretary
of the Company and given to each shareholder entitled to notice, either
personally or by sending a copy thereof through the mail, charges
prepaid, to his address appearing on the books of the Company, or
supplied by him to the Company for the purpose of notice.  If notice is
sent by mail, it shall be deemed to have been given to the person
entitled thereto when deposited in the U.S. Mail.  If no such address
be given, notice deposited in the U.S. Postal Office, addressed to him
at the City in which the general office is located, shall be sufficient.
Notice shall specify the place, day and hour of the meeting, and in the
case of a special meeting, the purpose or purposes of the meeting.

  Section 5.  Quorum.  The presence, in person or by proxy of the
holders of a majority of the outstanding shares entitled to vote shall
constitute a quorum.  The shareholders present at a duly organized
meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.  If
a meeting cannot be organized because of the absence of a quorum, those
present may, except as otherwise provided by law, adjourn the meeting to
such time and place as they may determine.  In the case of any meeting
for the election of Directors, those shareholders who attend the second
of such adjourned meetings, although less than a quorum as fixed in this
Section, shall nevertheless constitute a quorum for the purpose of
electing Directors.

  Section 6.  Voting.  A list of the shareholders entitled to vote at a
meeting, in alphabetical order, together with the last address given, if
any, and the number of shares held by each shareholder, shall be kept by
the Secretary and shall be available for inspection by the shareholders
during usual business hours at the registered office of the Company at
least five days before such meeting.

     At all shareholders' meetings, shareholders entitled to vote may
attend and vote either in person or by proxy.  The proxies shall be in
writing, signed by the shareholder or his duly appointed
attorney-in-fact, and filed with the Secretary of the Company.
Partnerships may sign in the name of the partnership and the signature
of the firm by any member thereof shall be valid.  Corporations may sign
in the name of the corporation by a duly authorized officer thereof with
the corporate seal duly affixed.  No unrevoked proxy shall be valid
after six months from the date of its execution, unless a longer time
is expressly provided therein; but in no event shall a proxy, unless
coupled with an interest, be voted on after seven years from the date of
its execution.

     Except where otherwise specifically provided by law, by the
Articles or by these Bylaws, all elections shall be taken by a viva voce
vote, unless a share vote shall be demanded by any shareholder at the
meeting and before the voting begins.  If a share vote is required, the
same shall be taken by ballot, and the record of the name of, and the
amount of shares represented by, each party voting shall be made and
certified to by the judge or judges of election (if appointed), and
shall be kept on file in the archives of the Company.

     At all elections the polls shall remain open for a half hour,
unless every registered owner of shares entitled to vote shall have
voted theretofore, in person or by proxy, or shall have waived the
statutory provision.

  Section 7.  Informal Action by Shareholders.  Except for the action
required for increasing the stated capital or indebtedness of the
Company, any action required or permitted to be taken at a meeting of
the shareholders of the Company may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed
by all the shareholders who would be entitled to vote at a meeting for
such purpose and shall be filed with the Secretary of the Company.

  Section 8.  Judges of Election.  In advance of any meeting of
shareholders, the Board of Directors may appoint a judge or judges of
election, who need not be shareholder(s), to act at such meeting or any
adjournment thereof.  If a judge or judges of election be not so
appointed, the Chairman of the meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the meeting.
The number of judges shall be one or three and no candidate shall act
as a judge.  On request of the Chairman or any shareholder, the judge or
judges shall make a report in writing of any challenge, question or
matter determined by him or them and execute a certificate of any fact
found by him or them.

  Section 9.  Adjournments.  Adjournment or adjournments of any annual
or special meeting may be taken, but any meeting at which Directors are
to be elected shall be adjourned only from day to day until such
Directors have been elected.  Upon such adjournment, it shall not be
necessary to give any notice of the adjournment meeting or of the
business to be transacted thereat, other than by announcement at the
meeting at which such adjournment is taken.  In the case of any meeting
called for the election of Directors, those who attend the second of
such adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing Directors.

  Section 10.  Order of Business.  The order of business at the annual
meeting of shareholders shall be substantially as follows, unless
otherwise ordered by the shareholders present:

            (a)  Date, place and time of meeting.
            (b)  Organization of meeting.
            (c)  Stock represented in person or by proxy.
            (d)  Total shares entitled to vote.
            (e)  Announcement of a quorum present.
            (f)  Reading of minutes of previous meeting.
            (g)  List of shareholders presented approved as correct by
                 Secretary.
            (h)  Appointment of Judge(s) of Election, if any.
            (i)  Opening of polls.
            (j)  Presenting of reports.
            (k)  Special resolutions.
            (l)  Closing of Polls.
            (m)  Reports of Judge(s) of Election, (if any).
            (n)  Declarations of election of Directors.
            (o)  Direction to Secretary for filing of documents
                 presented.
            (p)  Adjournment.

                              ARTICLE III

                               DIRECTORS

  Section 1.  Number and Term of Office.  The business and affairs of
the Company shall be managed and controlled by its Board of Directors.
The number of directors of the Company shall be not less than three, nor
more than eleven, the exact number of directorships to be fixed from
time to time by resolution adopted by a majority of the entire Board of
Directors.  As used in this Section 1, "entire Board" means the total
number of directorships then fixed.

     A director need not be a shareholder of the Company.

  Section 2.  Place of Meeting.  The Directors may hold their meetings
and may have an office in such place or places within or without the
Commonwealth of Nevada as the Board may, from time to time determine, or
as may be designated in the notice calling the meeting.

  Section 3.  Organization Meeting.  After the election of Directors,
the newly elected Board may meet for the purpose of organization or
otherwise:

            (a)  Immediately following their election, or


            (b)  At such time and place as shall be fixed by the vote of
the shareholders at the annual meeting, (and no notice of such meeting
shall be necessary to the newly elected Directors in order to constitute
a legal meeting, if a majority of the whole Board shall be present) or

            (c)  At such time and place as may be fixed by consent in
writing of all of the Directors.

  At the first meeting of the Board of Directors in each year (at which
a quorum shall be present) held next after the annual meeting of the
shareholders, it shall be the duty of the Board of Directors to elect
the Executive Officers of the Company, under the provisions of these
Bylaws.

  Section 4.  Regular Meeting.  Regular meetings of the Board of
Directors shall be held without notice at such time and place as shall
be determined by a majority of the Board.

  Section 5.   Special Meetings.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or
Vice Chairman of the Board or by a majority of the Directors for the
time being in office.

  Section 6.   Notices of Meetings of Directors.

            (a)  Regular Meetings.  No notice shall be required to be
given of any regular meeting, unless the same be held at other than the
usual time or place for holding such meetings.

            (b)  Special Meetings.  At least three days' notice shall be
given of the time when, and place where, any special meeting of the
Directors is to be held, except as otherwise provided by law.  Such
notice shall be signed in the name of the Secretary or an Assistant
Secretary of the Company and given to each Director, either personally
or by sending a copy thereof through the mail, or by telegraph, charges
prepaid, to his address appearing on the books of the Company or
supplied by him to the Company for the purpose of notice.  If notice is
sent by mail or telegraph, it shall be deemed to have been given to the
respective Directors when deposited in the U.S. Mail or with the
telegraph office for transmission.  Notice shall specify the place, day
and hour of the meeting and the general nature of the business to be
transacted.  Such notice may be waived by each such Director.
Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except where such Director attends such meeting
for the express purpose of objecting to the transaction of any business
because such meeting was not lawfully called or convened.

     If a meeting of the Board of Directors is adjourned, it shall not
be necessary to give any notice of the adjourned meeting, or of the
business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which such adjournment is taken.



  Section 7.  Quorum.  A majority of the Directors in office shall be
necessary to constitute a quorum for the transaction of business, and
the acts of a majority of the Directors present at the meeting, at which
a quorum is present, shall be the acts of the Board.  One or more
Directors may participate in a meeting of the Board by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
in such instance each Director so participating shall be deemed to be
present at the meeting.  If there be less than a quorum present, the
majority of those present may adjourn the meeting from time to time and
place to place.

  Section 8.  Informal Action by Directors.  If all the Directors shall
severally or collectively consent in writing to any action to be taken
by the Company, such action shall be valid as a corporate action as
though it had been authorized at a meeting of the Board of Directors.

  Section 9.   Order of Business.  The order of business at all meetings
of the Board of Directors (at which a quorum shall be present) shall be
substantially as follows, unless otherwise determined by the Board.

            (a)  Roll Call.
            (b)  Reading and action on approval of minutes of the
                 preceding meeting of Directors
            (c)  Reports of Officers.
            (d)  Unfinished business.
            (e)  New business.

  Section 10.  Powers.

            (a)  General Powers.  The Board of Directors shall have all
the powers and authority granted by law except such as may be
specifically excepted by the Articles or by these Bylaws.

            (b)  Specific Powers.  Without prejudice to the general
powers conferred by the last preceding clause and the powers conferred
by the Articles and Bylaws of the Company, it is hereby expressly
declared that the Board of Directors shall have the following powers:

                 (1)  To remove or suspend from office, at any time, by
                      the affirmative vote of a majority of the whole
                      Board of Directors, any officers, including the
                      Chairman of the Board, the Vice Chairman of the
                      Board, the President, any Vice President, the
                      Treasurer, the Secretary, any assistant officers,
                      agents or servants, permanently or temporarily,
                      as they may from time to time think fit, with or
                      without cause; and fix, and from time to time
                      change, their salaries or emoluments, and to
                      require security in such instances and in such
                      amounts as they shall think fit.

                 (2)  To confer by resolution upon any elected officers
                      of the Company, the power to choose, remove or
                      suspend assistant officers, agents or servants.

                 (3)  From time to time make and change rules and
                      regulations, not inconsistent with these Bylaws,
                      for the management of the Company's business and
                      affairs.

                 (4)  To purchase or otherwise acquire for the Company
                      any property, rights or privileges which the
                      Company is authorized to acquire, at such price
                      and on such terms and conditions and for such
                      consideration as they shall, from time to time,
                      see fit.

                 (5)  In their discretion to pay for any property or
                      rights acquired by the Company, either wholly or
                      partly in money or in stocks, bonds, debentures,
                      notes or other securities of the Company.

                 (6)  To borrow money for the Company and to create,
                      make and issue mortgages, bonds, deeds of trust,
                      trust agreements and negotiable or transferable
                      instruments and securities, secured by mortgage or
                      otherwise, and to do every other act and thing
                      necessary to effectuate the same.

                 (7)  To appoint any person or persons to accept and
                      hold in trust for the Company any property
                      belonging to the Company, or in which it is
                      interested, or for any other purpose, and to
                      execute and do all duties and things as may be
                      requisite in relation to any such trust.

                 (8)  To determine who shall be authorized on the
                      Company's behalf to sign bills, notes, receipts,
                      endorsements, acceptances, checks, releases,
                      contracts, and documents in cases not covered by
                      these Bylaws.

                 (9)  From time to time to provide for the management of
                      the affairs of the Company, at home or abroad, in
                      such manner as they see fit, and in particular,
                      from time to time, to delegate any of the powers
                      of the Board in the course of the current business
                      of the Company to any standing or special
                      committee, or to any officer or agent, and to
                      appoint any persons to be the agents of the
                      Company, with such power (including the power to
                      sub-delegate) and upon such terms as may be
                      thought fit.

                 (10) To provide for the preparation of any financial
                      reports that the Directors may deem advisable to
                      be submitted to the shareholders and the
                      employment, if the Directors deem advisable, of
                      any accountant or certified public accountant for
                      the purpose of preparing and verifying such
                      reports.

                 (11) From time to time make contributions out of the
                      Company's income in any taxable year, for the
                      public or charitable purposes, in such amounts and
                      for such purposes as may be determined upon.

  Section 11.  Committees of Directors.  The Board of Directors, by
resolution adopted by the affirmative vote of a majority of the
directors at a meeting at which a quorum is present, may designate three
or more directors to constitute an executive committee, and may designate
three or more directors to constitute other committees, and may designate
or provide for the designation of one or more directors as alternate
members of any such committee, who may replace any absent or disqualified
member at any meeting of the committee.  The Board of Directors may at
any time change or remove the directors who shall serve as members or
alternate members of any such committee.

     The executive committee and any other committee shall have and may
exercise all of the authority of the Board of Directors as shall be
granted to the committee in the resolution or resolutions adopted by the
Board of Directors establishing such committee or delegating specified
authority of the Board of Directors thereto but no such committee
shall have the power or authority in reference to amending the Articles
of Incorporation, adopting an agreement of merger or consolidation,
recommending to the shareholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets if not made
in the ordinary course of business, recommending to the shareholders a
dissolution of the corporation or a revocation of a dissolution, or
amending the Bylaws of the corporation, electing or removing officers of
the corporation or members of the committee, fixing the compensation of
members of any committee and, unless the resolution expressly so
provides, no such committee shall have the power or authority to declare
a dividend or to authorize the issuance of stock.  Such committee or
committees shall have such name or names as may be determined from time
to time by resolution adopted by the Board of Directors.

     Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

  Section 12.  Compensation of Directors.  Directors may receive such
reasonable compensation and reimbursement of expenses as the Board of
Directors may from time to time determine.  Directors may also be
salaried officers or employees of the Company.

  Section 13.  Vacancies.  In case there shall be any vacancy on the
Board of Directors through death, resignation, removal, disqualification,
or other cause except for a vacancy created or resulting from an increase
in the number of directors, the remaining Directors, though less than a
quorum, by the affirmative vote of a majority thereof, may fill such
vacancy and each person so elected a Director shall hold office until the
next annual meeting of the shareholders or any special meeting duly
called for that purpose and held prior thereto, and until his successor
shall be duly elected and qualified.  Any vacancy created or resulting
from an increase in the number of directors shall be filled by a vote
of the shareholders of the Company.

                         ARTICLE IV

                          OFFICERS

  Section 1.  General.  The officers of the Company shall be a Chairman
of the Board, a President, a Secretary and a Treasurer.  If the Board of
Directors chooses, it may elect a Vice Chairman and one or more Vice
Presidents and one or more assistant officers at the annual meeting of
the Board of Directors or at any other meeting of the Board of Directors
held from time to time during the years.

     Any two or more offices may be held simultaneously by the same
person, except the offices of President and Secretary.  Any officer,
except the Secretary, may be elected or appointed as an Assistant
Secretary, and any officer, except the Treasurer, may be  elected or
appointed as an Assistant Treasurer.

     The aforesaid officers shall serve for the term of one year and
until their successors are duly elected and qualified, unless removed
from office by the Board of Directors during their respective tenures.

     Subject to these Bylaws, the officers of the Company shall have
such authority and shall perform such duties as, from time to time, may
be prescribed by the Board of Directors.  Each of the salaried officers
of the Company shall devote such of his time, skill and energy to the
business of the corporation as may be required by the Board of
Directors.

  Section 2.  The Chairman of the Board.  The Chairman of the Board shall
call, set the agenda for and preside at all meetings of the Shareholders
and the Board of Directors at which he is present and act for the Board
in all matters concerning its interests and the management of the
business, affairs and property of the corporation and generally
perform such duties and exercise such powers as may be directed or
delegated to him by the Board of Directors from time to time; subject,
however, to the limitations imposed by the laws of the Commonwealth of
Nevada, these Bylaws, and the Board of Directors.  The Chairman of the
Board shall consult with and advise, as he deems appropriate, the
Chief Executive Officer with respect to the business, affairs and
property of the corporation and do and perform such other duties as from
time to time may be assigned to him by the Board of Directors.

  Section 3.  The Vice Chairman of the Board.  The Vice Chairman of the
Board shall act as assistant to and under the direction of the Chairman.
In the event of the absence or disability of the Chairman of the Board,
the Vice Chairman of the Board shall perform all the usual acts and
duties, and have all the authority, of the Chairman of the Board.

  Section 4.  The President.  The President shall be the chief executive
officer of the Company and shall have general supervision of the
business, affairs and property of the Company and over its several
officers, subject, however, to the limitations imposed by the laws of
the Commonwealth of Nevada, these Bylaws, and the Board of Directors.
The President, whenever it may in his opinion be necessary, shall
prescribe the duties for officers and employees of the Company whose
duties are not otherwise defined.  The President may appoint, suspend,
and discharge employees and agents, and enter into contracts, agreements
and obligations in the name and on behalf of the Company, unless
otherwise ordered by the Board of Directors, the Chairman of the Board
or the Vice Chairman of the Board.  He shall preside at all meetings of
the shareholders and of the Board of Directors in the absence of the
Chairman of the Board and Vice Chairman of the Board.  By virtue of his
office, he shall be a member of all committees.  He shall do and perform
such other duties as from time to time may be assigned to him by the
Board of Directors.

     Unless otherwise ordered by the Board of Directors, the Chairman of
the Board or the Vice Chairman of the Board, the President shall have
full power and authority on behalf of the Company to attend and to act
and to vote at any meeting of the shareholders of any corporation in
which the Company may hold stock, and, at any such meeting, shall
possess and may exercise any and all rights and powers incident to the
ownership of such stock and which, as the owner thereof, the Company
might have possessed and exercised, if present.  The Board of Directors,
by resolution, from time to time may confer like powers upon any other
person or persons.  The President from time to time shall consult
with the Chairman of the Board with respect to the business, affairs and
property of the corporation.

  Section 5.  Vice President.  The Vice President (or if there be more
than one, then each Vice President) shall have such powers and perform
such duties as may from time to time be assigned to him or them by the
Board of Directors.  Unless otherwise ordered by the Board of Directors,
the Vice President (or if there be more than one, then the Vice
Presidents, in the order of their seniority and the Board of Directors
may designate such seniority by such means as it may deem appropriate
including a designation of seniority by conferring an appropriate title
indicating seniority upon each respective Vice President), in the
absence or disability of the President, shall perform all the usual acts
and duties, and have all the authority, of the President.

  Section 6.  Treasurer   Powers and Duties.  The Treasurer shall have
the custody of all the funds and securities of the Company which may
come into his hands.  When necessary or proper, (unless otherwise
ordered by the Board of Directors), he shall endorse on behalf of the
Company for collection, checks, notes, and other obligations, and shall
deposit the same to the credit of the Company in such banks or
depositories as the Board of Directors may designate and shall sign all
receipts and vouchers for payments made to the Company.  He shall sign
all checks made by the Company, except when the Board of Directors shall
otherwise direct.  Whenever required by the Board of Directors, he shall
render a statement of his cash account and shall enter regularly, in
books of the Company to be kept by him for the purpose, full and
accurate account of all moneys received and paid by him on account of
the Company.  He shall at all reasonable times exhibit his books and
accounts to any Director of the Company, upon application at the office
of the Company during business hours, and he shall have such other powers
and shall perform such other duties as may be assigned to him from time
to time by the Board of Directors.  He shall give such bond for the
faithful performance of his duties as shall be required by the Board of
Directors and any such bond shall remain in the custody of the President.


  Section 7.  Controller   Powers and Duties.  The Controller shall
maintain adequate records of all assets, liabilities, and other financial
transactions of the corporation and, in general, shall perform all the
duties ordinarily connected with the office of Controller and such other
duties as, from time to time, may be assigned to him by the Board of
Directors or chief executive officer.

  Section 8.  Secretary   Powers and Duties.  Unless otherwise ordered
by the Board of Directors, the Secretary shall keep the minutes of all
meetings of the Board of Directors, shareholders and all committees, in
books provided for that purpose, and shall attend to the giving and
serving of all notices for the Company.  He shall have charge of and
keep the corporate seal, the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors may
direct, all of which books shall at all reasonable times be open to the
examination of any Director, upon application at the office of the
Company during business hours.  He shall in general perform all the
duties incident to the office of Secretary, and he shall have such other
powers and perform such other duties as may be assigned to him by the
Board of Directors.

  Section 9.  Assistant Officers   Powers and Duties.  Each assistant
officer shall have such powers and perform such duties as may be
assigned to him by the Board of Directors.

  Section 10.  Vacancies.  If any office or offices shall become vacant
by reason of death, resignation, removal or suspension the Directors
then in office, although less than quorum, may choose a successor or
successors by a majority vote.

  Section 11.  Delegation of Office.  In case of the prospective absence
of any officer of the Company, the Board of Directors may delegate the
powers or duties of such officer to any other officer, or to any
Director, for the time being.


                                ARTICLE V

                              CAPITAL STOCK


  Section 1.  Share Certificates.  The shares of the Company shall be
represented by share certificates, which shall be consecutively numbered
and bound in one or more books and shall be issued in order therefrom.
On the stub thereof opposite each such certificate shall be entered the
name and address of the person or corporation owning such shares,
together with the number of shares and the date of issue, and each
certificate shall be receipted upon such stub.

     The share certificates shall exhibit the holder's name and number
of shares, and shall be signed by the President or a Vice President, and
by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary.
The share certificates shall be sealed with the corporate seal unless an
engraved or printed facsimile thereof shall be represented thereon.
Except as otherwise provided by the laws of the Commonwealth of Nevada,
or the Articles or Bylaws of this Company, the form of the share
certificate may be altered at any time by the Board of Directors.

     The Company shall be entitled to treat the holder of record of any
share certificate or certificates 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 certificate or certificates on the
part of any other person whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the
Commonwealth of Nevada.

  Section 2.  Closing of Transfer Books.  The Board of Directors may
close the stock transfer books of the Company for the Company for a
period not exceeding sixty (60) days preceding the date of any meeting
of shareholders or the date for payment of any dividend or the date when
any change or conversion or exchange of capital stock shall go into
effect or for a period not exceeding sixty (60) days in connection with
obtaining the consent of shareholders for any purpose.  In lieu of
closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding sixty (60) days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, 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 in connection with obtaining such consent, as a record date
for the determination of the shareholders 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 to any such allotment or
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 shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or
to receive payment of such dividend, 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
Company after any such record date fixed as aforesaid.

  Section 3.  Lost Share Certificates.  Any person claiming a share
certificate to be lost or destroyed shall make an affidavit or
affirmation of that fact and advertise the same in such manner as the
Board of Directors may require, and shall give to the Company such
bond of indemnity and with such surety as the Board of Directors shall
determine, whereupon, in the discretion of the Board of Directors, a new
share certificate may be issued of the same tenor and for the same number
of shares as the one alleged to be lost or destroyed.

  Section 4.  Dividends.  The Directors, at any regular or special
meeting, may declare dividends upon the shares of the Company, subject
always to the provisions of the Articles, these Bylaws and the laws of
the State of Nevada.

     Before paying any dividend or making any distribution of profits,
there may be set aside out of the net profits of the Company such sum or
sums as the Directors from time to time shall deem proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Company, or for such other purpose as
the Directors shall deem conducive to the interest of the Company.


                               ARTICLE VI

                          INSPECTION OF BOOKS

     The books of the Company may be inspected for specific and proper
reasons, by persons entitled thereto, at such reasonable times and places
as the Board of Directors, upon application by the persons desiring the
inspection thereof, may determine.


                              ARTICLE VII

                            INDEMNIFICATION

  Section 1.  Indemnification in Actions other than Those by or in the
Right of the Company.  Any person, who was or is a party or is threatened
to be made a party to airy threatened, pending or completed action, suit
or proceeding; whether civil, criminal, administrative or investigative
(except an action by or in the right of the corporation), by reason, at
least in part, of the fact that he is or was a director or 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,
shall be entitled, without further action on his part or on the part of
the Corporation, to indemnity from the Corporation from all expenses
(including attorney's fees), judgments, fines, penalties costs, amounts
paid in settlement and other payments, actually and reasonably incurred
by him in connection with such threatened, pending or completed action,
suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, has
no reasonable cause to believe that his conduct was unlawful.  If a
director or officer, or a former director or officer, is or was a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding not only in his capacity as a
shareholder or in any other capacity, and there is not a convenient way
to separate out expenses incurred in such separate capacities, all of
such expenses shall be indemnified against by the Corporation.

     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 or in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, nor, with
respect to any criminal action or proceeding, that he had reasonable
cause to believe that his conduct was unlawful.

  Section 2.  Indemnification in Action by or in Right of the Company.
In addition, the Board of Directors may, in its discretion, indemnify
any other 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 (including an
action by or in the right of the Corporation), by reason of the fact that
he is or was an employee or agent of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against all expenses (including
attorney's fees), judgments, fines, penalties, costs, amounts paid in
settlement and other payments, actually and reasonably incurred by him
in connection with such threatened, pending or completed action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, has
no reasonable cause to believe his conduct was unlawful.  Indemnification
may not be made for any claim, issue or matter as to which such a person
has been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable to the Company or for amounts paid
in settlement to the Company unless and only to the extent that the court
in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.

  Section 3.  Determination of Right to Indemnification.  To the extent
that any person referred to in Section 1 or 2 of this Article VII incurs
any expenses, judgments, fines, penalties costs, payments in settlement
or other payments in connection with a final adjudication of liability,
conviction, plea of nolo contendere or its equivalent, or settlement
prior to any adjudication on the merits of any threatened, pending or
completed action, suit or proceeding, indemnification shall be made by
the Corporation only upon a determination in specific case that such
person acted in accordance with the applicable standards of conduct set
forth in Section 1 or 2.  Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
(b) if such a quorum is not obtainable, or, if obtainable and such a
quorum so directs, by independent legal counsel in a written opinion, or
(c) by the shareholders.  In all other cases such person shall be
deemed to have acted in accordance with the applicable standards of
conduct set forth in Section 1 or 2 and no such determination need be
made as a condition precedent to indemnification by the Corporation.

  Section 4.  Advances.  Advances may be made by the Corporation against
any costs, fees or other expenses as, and upon the terms, determined by
the Board of Directors, upon receipt of an undertaking by or on behalf
of the person receiving such advances to pay such amounts unless it
shall ultimately be determined that he is entitled to be indemnified
by the Corporation.

  Section 5.  Applicability.  In the event of any amendment or repeal of
this Article VII, the persons entitled to indemnification hereunder
nevertheless shall be entitled to its benefits as to any act or events
which occurred during the period during which it was in effect.
All rights provided by this Article VII shall inure to the benefit of
the heirs, executors, or administrators of any person entitled to
indemnification hereunder.  The foregoing right of indemnification shall
exist whether or not a director, officer, employee or agent continues to
be such at the time any expenses, fees, judgments, fines, penalties or
costs are incurred or any claims or liabilities arise or any settlement
is effected and whether the act or omission, upon which such claim or
liabilities are or are alleged to be based, occurred prior to or
subsequent to the adoption of this Article VII.

  Section 6.  Insurance.  The Board of Directors may, in its discretion,
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 another 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 such person would be entitled to indemnity and
whether or not the Company has power to indemnify him under the
provisions of this Article VII.


                             ARTICLE VIII

                             FISCAL YEAR

     The fiscal year of the Company shall end on the 31st day of
December in each year.

                               ARTICLE IX

                               AMENDMENTS

     The shareholders entitled to vote thereon, shall have the power to
alter, amend or repeal these Bylaws, by a majority vote, at any regular
or special meeting, duly convened after notice to the shareholders of
such purpose.

     The Board of Directors, by a majority vote of the members thereof,
shall have the power to alter, amend or repeal these Bylaws, at any
regular or special meeting duly convened after notice of such purpose,
subject always to the power of the shareholders to change such action.


                               ARTICLE X


     Sections 78.378 to 78.3793, inclusive, of the Nevada General
Corporation Law entitled "Acquisition of a Controlling Interest" shall
not be applicable to the Company.
  First Amendment to Bylaws:  January 28, 1997

  RESOLVED, that the first paragraph of Article IV, Section 1 be here
amended in its entirety to read as follows:

       "Section 1.  General.  The officers of the Company shall be a
Chairman of the Board, a President, a Secretary and a Treasurer.  If the
Board of Directors chooses, it may elect a Vice Chairman and one or more
Vice Presidents and one or more assistant officers at the annual meeting
of the Board of Directors or at any other meeting of the Board of
Directors held from time to time during the year.

  RESOLVED, that any references in the By-laws to the "Commonwealth of
Pennsylvania" shall be replaced by the "State of Nevada."

  RESOLVED, that the last two paragraphs of Article V, Section 1 be
replaced in their entirety by the following new Article V, Section 2:

       "Section 2.  Closing of Transfer Books.  The Board of Directors
may close the stock transfer books of the Company for the Company for a
period not exceeding sixty (60) days preceding the date of any meeting
of shareholders or the date for payment of any dividend or the date when
any change or conversion or exchange of capital stock shall go into
effect or for a period not exceeding sixty (60) days in connection with
obtaining the consent of shareholders for any purpose.  In lieu of
closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding sixty (60) days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, 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 in connection with obtaining such consent, as a record date
for the determination of the shareholders 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 to 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 shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or
to receive payment of such dividend, 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 Company after any such record date fixed as aforesaid."

  Second Amendment to Bylaws:  October 16, 2001

  "Section 1.  Share Certificates.  The shares of the Company shall be
represented by share certificates, which shall be consecutively numbered
and bound in one or more books and shall be issued in order therefrom.
On the stub thereof opposite each such certificate shall be entered the
name and address of the person or corporation owning such shares,
together with the number of shares and the date of issue, and each
certificate shall be receipted upon such stub.

  The share certificates shall exhibit the holder's name and number of
shares, and shall be signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary.  The share certificates shall be
sealed with the corporate seal unless an engraved or printed facsimile
thereof shall be represented thereon.  Except as otherwise provided by
the laws of the State of Nevada, or the Articles or Bylaws of this
Company, the form of the share certificate may be altered at any time by
the Board of Directors.

  The Company shall be entitled to treat the holder of record of any
share certificate or certificates 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 certificate or certificates on the part of
any other person whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of Nevada."