Exhibit 3
                            BY LAWS

                               OF

              GENERAL EMPLOYMENT ENTERPRISES, INC.



                           ARTICLE I

                            OFFICES

      The principal office of the corporation in the State of
Illinois shall be located in Oakbrook Terrace and County of
DuPage.  The corporation may have such other offices, either
within or without the State of Illinois, as the business of the
corporation may require from time to time.

      The registered office of the corporation required by The
Business Corporation Act to be maintained in the State of
Illinois may be, but need not be, identical with the principal
office in the State of Illinois, and the address of the
registered office may be changed from time to time by the board
of directors.



                           ARTICLE II

                          SHAREHOLDERS

      SECTION 1.  ANNUAL MEETING.  The annual meeting of the
shareholders shall be held each year at such time and date as the
Board of Directors may prescribe, for the purpose of electing
directors and for the transaction of such other business as may
come before the meeting.  If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next
succeeding business day.


      SECTION 2.  SPECIAL MEETINGS.  Special meetings of the
shareholders may be called by the chairman of the board, by the
president, by the board of directors or by the holders of not
less than one-fifth of all the outstanding shares of the
corporation.


      SECTION 3.  PLACE OF MEETING.  The board of directors may
designate any place, either within or without the State of
Illinois, as the place of meeting for any annual meeting or for
any special meeting called by the board of directors.  A waiver
of notice signed by all shareholders may designate any place,
either within or without the State of Illinois, as the place for
the holding of such meeting.  If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall
be the registered office of the corporation in the State of
Illinois, except as otherwise provided in Section 5 of this
article.


      SECTION 4.  NOTICE OF MEETINGS.  Written or printed notice
stating the place, day and hour of the meeting, and in the case
of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more
than sixty days before the date of the meeting, or in the case of
a merger or consolidation, not less than twenty nor more than
sixty days before the meeting, either personally or by mail, by
or at the direction of the chairman of the board, the president,
or the secretary, or the officer or persons calling the meeting,
to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder
at his address as it appears on the records of the corporation,
with postage thereon prepaid.


      SECTION 5.  MEETING OF ALL SHAREHOLDERS.  If all of the
shareholders shall meet at any time and place, either within or
without the State of Illinois, 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.


      SECTION 6.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD
DATE.  For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other
proper purpose, the board of directors of the corporation shall
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 sixty days and, for a meeting of shareholders, not less
than ten days, or in the case of a merger or consolidation, not
less than twenty days, immediately preceding such meeting.  If 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 date
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.


      SECTION 7.  VOTING LISTS.  The officer or agent having
charge of the transfer books for shares of the corporation shall
make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business
hours.  Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting.  The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie
evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting
of shareholders.


      SECTION 8.  QUORUM.  A majority of the outstanding shares
of the corporation, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided,
that if less than a majority of the outstanding shares are
represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice.  If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting shall be
the act of the shareholders, unless the vote of a greater number
or voting by classes is required by The Business Corporation Act,
the articles of incorporation or these By-Laws.


      SECTION 9.  PROXIES.  At all meetings of shareholders, a
shareholder may vote 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.  No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy.


      SECTION 10.  VOTING OF SHARES.  Subject to the provisions
of Section 12 of this article, each outstanding share, regardless
of class, shall be entitled to one vote upon each matter
submitted to vote at a meeting of shareholders.


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

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

      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 pledgee shall be entitled
to vote the shares so transferred.

      Shares of its own stock belonging to this corporation shall
not 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, but shares of its own stock held by it
in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given
time.


      SECTION 12.  CUMULATIVE VOTING.  In all elections for
directors, every shareholder shall have the right to vote, in
person or by proxy, the number of shares owned by him, for as
many persons as there are directors to be elected, or to cumulate
said shares, and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall equal,
or to distribute them on the same principle among as many
candidates as he shall see fit.


      SECTION 13.  INSPECTORS.  At any meeting of shareholders,
the chairman of the meeting may, or upon the request of any
shareholder shall, appoint one or more persons as inspectors for
such meeting.

      Such inspectors shall ascertain and report the number of
shares represented at the meeting, based upon their determination
of the validity and effect of proxies; count all votes and report
the results; and to do such other acts as are proper to conduct
the election and voting with impartiality and fairness to all the
shareholders.

      Each report of an inspector shall be in writing and signed
by him or by a majority of them if there be more than one
inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the
inspectors.  The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.


      SECTION 14.  INFORMAL ACTION BY SHAREHOLDERS.  Any action
required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter
thereof.

      In order that the corporation may determine the
shareholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than twenty (20) days
after the date upon which the resolution fixing the record date
is adopted by the board of directors.  Any shareholder of record
seeking to have the shareholders authorize or take corporate
action by written consent shall, by written notice to the
Secretary, request the board of directors to fix a record date.
The board of directors shall promptly, but in all events within
twenty (20) days after the date on which such request is
received, adopt a resolution fixing the record date.  If no
record date has been fixed by the board of directors within
twenty (20) days of the date on which such request has been
received, the record date for determining the shareholders
entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is
required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed
to be taken is delivered to the corporation by delivery to its
registered office in the State of Illinois, its principal place
of business, or any officer or agent of the corporation having
custody of the book in which proceedings of shareholders meetings
are recorded, to the attention of the Secretary of the
corporation.  Delivery shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has
been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date
for determining shareholders entitled to consent to corporate
action in writing without a meeting shall be at the close of
business on the date on which the board of directors adopts the
resolution taking such prior action.


      SECTION 15.  VOTING BY BALLOT.  Voting on any question or
in any election may be viva voce unless the presiding officer
shall order or any shareholder shall demand that voting be by
ballot.


      SECTION 16.  NOTICE OF NOMINATIONS OF DIRECTORS.
Nominations for the election of directors may be made by the
Board of Directors or by a committee appointed by the Board of
Directors, or by any shareholder entitled to vote in the election
of directors generally provided that such shareholder has given
actual written notice of such shareholder's intent to make such
nomination or nominations to the Secretary of the corporation not
later than (a) with respect to an election to be held at an
annual meeting of shareholders, 60 days prior to the anniversary
date of the immediately preceding annual meeting of shareholders,
and (b) with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close
of business on the seventh day following (i) the date on which
notice of such meeting is first given to shareholders or (ii) the
date on which public disclosure of such meeting is made,
whichever is earlier.

      Each such notice shall set forth: (a) the name and address
of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the corporation
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings involving any two or more of the shareholders,
each such nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder or relating to the
corporation or its securities or to such nominee's service as a
director if elected; (d) such other information regarding such
nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
director of the corporation if so elected.  The chairman of the
meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.


      SECTION 17.  NOTICE OF SHAREHOLDER BUSINESS.  At an annual
meeting of the shareholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or
at the direction of the Board of Directors or (b) by any
shareholder of the corporation who complies with the notice
procedures set forth in this Section 17.  For business to be
properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to
the Secretary of the corporation.  To be timely, a shareholder's
notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than 30
days nor more than 60 days prior to the meeting; provided,
however, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must
be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made.  A
shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (b) the name and address, as
they appear on the corporation's books, of the shareholder
proposing such business, (c) the class and number of shares of
the corporation which are beneficially owned by the shareholder
and (d) any material interest of the shareholder in such
business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this
Section 17.  The Chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance
with the provisions of this Section 17, and if he should so
determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be
transacted.



                          ARTICLE III

                           DIRECTORS

      SECTION 1.  GENERAL POWERS.  The business and affairs of
the corporation shall be managed by its board of directors.


      SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS.  The number
of directors of the corporation shall be seven.  Each director
shall hold office until the next annual meeting of shareholders
or until his successor shall have been elected and qualified.
Directors need not be residents of Illinois or shareholders of
the corporation.


      SECTION 3.  REGULAR MEETINGS.  A regular meeting of the
board of directors shall be held without other notice than this
by-law, immediately after, and at the same place as, the annual
meeting of shareholders.  The board of directors may provide, by
resolution, the time and place, either within or without the
State of Illinois, for the holding of additional regular meetings
without other notice than such resolution.  The time and place
for a regular meeting set forth in any such resolution may be
changed by written or telephone notice from the chairman of the
board or his designee to the directors at least three days prior
to the date upon which the meeting is to take place.

      SECTION 4.  SPECIAL MEETINGS.  Special meetings of the
board of directors may be called by or at the request of the
chairman of the board, the president or a majority of the
directors.  The person or persons authorized to call special
meetings of the board of directors may fix any place, either
within or without the State of Illinois, as the place for holding
any special meeting of the board of directors called by them.


      SECTION 5.  NOTICE.  Notice of any special meeting shall be
given at least 3 days previous thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram.  If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid.  If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.  Any director may
waive notice of any meeting.  The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose
of objection to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting.


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


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


      SECTION 8.  VACANCIES.  Any vacancy occurring in the board
of directors and any directorship to be filled by reason of an
increase in the number of directors may be filled by election at
an annual meeting or special meeting of shareholders called for
that purpose or a majority of directors may properly fill one or
more vacancies arising between meetings of shareholders by reason
of an increase in the number of directors or otherwise, but at no
time may the number of directors selected to fill vacancies in
this manner during an interim period between meetings of
shareholders exceed 33 1/3% of the total membership of the Board
of Directors.  A director elected to fill a vacancy shall serve
until the next Annual Meeting of Shareholders.


      SECTION 9.  INFORMAL ACTION BY DIRECTORS.  Any action
required to be taken at a meeting of the board of directors, or
any other action which may be taken at a meeting of the board of
directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the directors entitled to vote with respect to the subject
matter thereof.


      SECTION 10.  COMPENSATION.  The board of directors, by the
affirmative vote of a majority of directors then in office, and
irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers,
or otherwise.  By resolution of the board of directors the
directors may be paid their expenses, if any, for attendance at
each meeting of the board.  Regular, full-time employees who also
serve on the board of directors are not to receive additional
compensation for serving as members of the board of directors.


      SECTION 11.  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
conclusively 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.


      SECTION 12.  EXECUTIVE COMMITTEE.  The executive committee
shall consist of the board of directors, as a whole, and meetings
of the committee may be called or requested by the chairman of
the board, the president, or a majority of the directors.  The
executive committee shall be authorized to act upon all matters
requiring board approval except the declaration of dividends,
corporate reorganization, and merger and acquisition decisions.
A majority of the number of directors fixed by these By-Laws
shall constitute a quorum for transaction of committee business.



                           ARTICLE IV

                            OFFICERS

      SECTION 1.  NUMBER.  The officers of the corporation shall
be a chairman of the board, the chief executive officer; a
president, the chief operating officer; a treasurer, the chief
financial officer; a vice president and corporate secretary; one
or more vice presidents (the number to be determined by the board
of directors), and such assistant treasurers, assistant
secretaries as may be elected by the board of directors.  Any two
or more offices may be held by the same person, except the
offices of president and secretary.


      SECTION 2.  ELECTION AND TERM OF OFFICE.  The officers of
the corporation shall be elected annually by the board of
directors at the first meeting of the board of directors held
after each annual meeting of shareholders.  If the election of
officers shall not be held at such meeting, such election shall
be held as soon thereafter as conveniently may be.  Vacancies may
be filled or new offices filled at any meeting of the board of
directors.  Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in
the manner hereinafter provided.  Election or appointment of an
officer or agent shall not of itself create contract rights.


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


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


      SECTION 5.  CHAIRMAN OF THE BOARD.  The board of directors
shall elect one of its members chairman of the board.  The
chairman of the board shall be the chief executive officer of
General Employment Enterprises, Inc. and shall have general and
active executive powers as well as specific powers conferred by
these By-Laws.  The chairman of the board shall preside at all
meetings of the shareholders, board of directors and executive
committee, and shall be an ex-officio member of all committees of
the board of directors.  Additionally, the chairman of the board
shall specifically possess the power to execute all bonds,
mortgages, certificates, contracts and other corporate
instruments and to perform all other duties properly assigned by
the board of directors.


      SECTION 6.  PRESIDENT.  The board of directors shall elect
the president of the corporation who may or may not be one of its
own members.  The president shall be the chief operating officer
of General Employment Enterprises, Inc. and shall have general
and active executive powers as well as specific powers conferred
by these By-Laws.  The president shall have general authority in
the affairs of the corporation, accountable only to the chairman
of the board and the board of directors.  He shall make such
reports to the chairman of the board, the board of directors and
the shareholders as may be required.  In the absence of the
chairman of the board, the president shall preside at all
meetings of the board of directors, the executive committee and
shareholders and shall also be responsible for performing such
other duties as the chairman of the board or the board of
directors may assign and if required, may sign with the secretary
or assistant secretary, certificates for shares of the
corporation.


          SECTION 7.  THE VICE-PRESIDENTS.  In the absence of the
president and the chairman of the board, or their inability or
refusal to act, the vice-president (in the event there be more
than one vice-president, the vice-presidents in the order
designated, or in the absence of any designation, then in the
order of their election) shall perform the duties of the
president, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the president.  Any vice-
president may sign, with the secretary or an assistant secretary,
certificates for shares of the corporation; and shall perform
such other duties as from time to time may be assigned to him by
the president, the chairman of the board or by the board of
directors.


      SECTION 8.  THE TREASURER.  The treasurer shall be the
chief financial officer of General Employment Enterprises, Inc.
It will be the specific duty and responsibility for the treasurer
to maintain, control, and secure custody of all of the funds and
securities of General Employment Enterprises, Inc. and to invest
excess corporate funds in minimal risk financial instruments as
prescribed by the investment policy approved by the board of
directors, maintaining necessary liquidity of working capital
necessary for general operating needs.  Additionally, the
treasurer shall be responsible for maintaining strong internal
accounting controls, policies, procedures and timely financial
reporting required by federal, state and local governmental
statutes and regulations governing a public company whose shares
are publicly traded.  Additionally, the treasurer shall be
responsible for filing all federal, state and local taxes and
notwithstanding all specific duties and responsibilities detailed
in the By-Laws, the treasurer will also be required to perform
such additional duties and functions which may be properly
assigned by the chairman of the board, the president and the
board of directors.


      SECTION 9  THE VICE PRESIDENT AND CORPORATE SECRETARY.  The
vice president and corporate secretary shall: (a) keep minutes of
the shareholders' and of the board of directors' meetings in one
or more books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these By-Laws
or as required by law: (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the
corporation is affixed to all certificates for shares prior to
the issue thereof and to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in
accordance with the provision of these By-Laws; (d) keep a
register of the post-office address of each shareholder which
shall be furnished to the secretary by such shareholder; (e) sign
with the chairman of the board, the president, or a vice-
president, certificates for shares of the corporation, the issue
of which shall have been authorized by resolution of the board of
directors;(f) have general charge of the stock transfer books of
the corporation; (g) in general perform all duties incident to
the office of secretary and such other duties as from time to
time may be assigned by the chairman of the board, president or
by the board of directors.


      SECTION 10.  ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES.  The assistant treasurers shall respectively, if
required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the board of directors shall determine.  The assistant
secretaries as thereunto authorized by the board of directors may
sign with the president or a vice-president certificates for
shares of the corporation, the issue of which shall have been
authorized by a resolution of the board of directors.  The
assistant treasurers and assistant secretaries, in general, shall
perform such duties as shall be assigned to them by the treasurer
or the secretary, respectively, or by the president or the board
of directors.


      SECTION 11.  OFFICER COMPENSATION.  Salaries and bonus
plans for the chairman of the board and president will be
reviewed and approved annually by the board of directors.  All
other officer compensation will be reviewed by the chairman of
the board and the president on an annual basis.



                           ARTICLE V

             CONTRACTS, LOANS, CHECKS AND DEPOSITS

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


      SECTION 2.  LOANS.  No loans shall be contracted on behalf
of the corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the board
of directors.  Such authority may be general or confined to
specific instances.


      SECTION 3.  CHECKS, DRAFTS, ETC.  All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.



                           ARTICLE VI

           CERTIFICATES FOR SHARES AND THEIR TRANSFER

      SECTION 1.  CERTIFICATES FOR SHARES.  Certificates
representing shares of the corporation shall be in such form as
may be determined by the board of directors.  Such certificates
shall be signed by the chairman of the board and chief executive
officer or the president and chief operating officer and by the
secretary or an assistant secretary and shall be sealed with the
seal of the corporation.  In lieu of the actual signature of any
of said officers, a facsimile signature may be used.  All
certificates for shares shall be consecutively numbered or
otherwise identified.  The name of the person to whom the shares
represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the corporation.
All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the
board of directors may prescribe.


      SECTION 2.  TRANSFER OF SHARES.  Transfers of shares of the
corporation shall be made only on the books of the corporation by
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the secretary of the corporation, and on surrender
for cancellation of the certificate for such shares.  The person
in whose name shares stand on the books of the corporation shall
be deemed an owner thereof for all purposes as regards the
corporation.



                          ARTICLE VII

                        INDEMNIFICATION

      SECTION 1.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The
corporation shall, to the fullest extent to which it is empowered
to do so by The Illinois Business Corporation Act of 1983 or any
other applicable laws as may from time to time be in effect,
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a
director or officer of the corporation, or that he or she is or
was serving at the request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such
action, suit or proceeding.


      SECTION 2.  CONTRACT WITH THE CORPORATION.  The provisions
of this Article VII shall be deemed to be a contract between the
corporation and each director or officer who serves in any such
capacity at any time while this Article is in effect, and any
repeal or modification of this Article VII shall not affect any
rights or obligations hereunder with respect to any state of
facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

      SECTION 3.  INDEMNIFICATION OF EMPLOYEES AND AGENTS.
Persons who are not covered by the foregoing provisions of this
Article VII and who are or were employees or agents of the
corporation, or who are or were serving at the request of the
corporation as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, may be
indemnified to the extent authorized at any time or from time to
time by the board of directors; provided, however, that to the
extent that such employee or agent has been successful, on the
merits or otherwise, in the defense of any action, suit or
proceeding to which he or she was made a party by reason of the
fact that he or she is or was an employee or agent acting in the
above-described capacity, or in defense of any claim, issue or
matter therein, the corporation shall indemnify such employee or
agent against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.


        SECTION   4.   OTHER  RIGHTS  OF  INDEMNIFICATION.    The
indemnification provided or permitted by this Article  VII  shall
not  be  deemed  exclusive of any other  rights  to  which  those
indemnified  may  be  entitled by law  or  otherwise,  and  shall
continue as to a person who has ceased to be a director, officer,
employee  or agent and shall inure to the benefit of  the  heirs,
executors and administrators of such person.



                          ARTICLE VIII

                          FISCAL YEAR

      The fiscal year of the corporation shall begin on the first
day of October in each year and end on the last day of September
of each year.



                           ARTICLE IX

                           DIVIDENDS

       The board of directors may from time to time, declare, and
the corporation may pay, dividends on its outstanding shares  in
the  manner and upon the terms and conditions provided by law and
its articles of incorporation.



                           ARTICLE X

                              SEAL

      The board of directors shall provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon
the  name  of  the  corporation and the words,  "Corporate  Seal,
Illinois."



                           ARTICLE XI

                        WAIVER OF NOTICE

       Whenever any notice whatever is required to be given under
the  provisions of these By-Laws or under the provisions  of  the
articles of incorporation or under the provisions of The Business
Corporation  Act  of the State of Illinois, a waiver  thereof  in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be  deemed
equivalent to the giving of such notice.



                          ARTICLE XII

                           AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws
may  be  adopted at any meeting of the board of directors of  the
corporation by a vote of 66 2/3% of the directors present at  the
meeting  or at any meeting of the shareholders of the corporation
by the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of the corporation.