EXHIBIT 4.2

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                                WORLDWATER CORP.
                            (a Delaware Corporation)

                               ARTICLE I - OFFICES

      Section  1.  The  principal  office  of  the  corporation  is  located  at
Pennington  Business Park, 55 Route 31 South,  Pennington,  New Jersey 08534 and
the resident  agent is Harvard  Business  Services,  Inc.,  25 Greystone  Manor,
Lewes, Delaware 19958-9776.

      Section 2. The  corporation  may have such other offices within or without
the State of Delaware as the Board of Directors may designate or as the business
of the corporation may require from time to time.

                            ARTICLE II - STOCKHOLDERS

      Section 1. Annual Meeting. The annual meeting of the stockholders shall be
held in  Pennington,  New  Jersey on the 3rd  Tuesday  of August at 10:00  A.M.,
beginning  with the year  1999,  or at such  other time on such other day within
such  month as shall be fixed by the  Board of  Directors,  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. If the
election of  directors  shall not be held on the day  designated  herein for any
annual meeting of the stockholders,  or at any adjournment thereof, the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
stockholders as soon thereafter as conveniently may be.

      Section 2. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called by
the Board of  Directors,  and shall be called by the president at the request of
the holders of not less than ten percent (10%) of all outstanding  shares of the
corporation  entitled to vote at the meeting.  Unless  requested by stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting,
a  special  meeting  need  not  be  called  to  consider  any  matter  which  is
substantially  the  same as a  matter  voted on at any  special  meeting  of the
stockholders held during the preceding twelve (12) months.

      Section 3. Place of Meeting.  The Board of  Directors  may  designate  any
place,  either within or without the State of Delaware,  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 stockholders  entitled to vote at a
meeting may designate any place, either within or without the State of Delaware,
as the place for the holding of such meeting.

      Section 4. Notice of Meeting.  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, unless otherwise prescribed by statute,
be  delivered  not less than ten (10) nor more than fifty  (50) days  before the
date of the meeting, either personally or by mail, by or at the direction of the
president,  or the  secretary,  or the  officer  or other  persons  calling  the
meeting,  to each  stockholder  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  stockholder  at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.

      Section 5.  Closing of Transfer  Books or Fixing of Record  Date.  For the
purpose  of  determining  stockholders  entitled  to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or stockholders  entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
stockholders  for any  other  proper  purpose,  the  Board of  Directors  of the
corporation  may  provide  that the stock  transfer  books shall be closed for a
stated  period  but not to exceed,  in any case,  twenty  (20) days.  In lieu of
closing the


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stock  transfer  books,  the Board of Directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any case to
be not more than fifty (50) days, and, in case of a meeting of stockholders, not
less  than ten (10)  days  prior to the  date on which  the  particular  action,
requiring  such  determination  of  stockholders,  is to be taken.  If the stock
transfer books are not closed and no record date is fixed for the  determination
of stockholders  entitled to notice of or to vote at a meeting of  stockholders,
or  stockholders  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 stockholders. But payment or allotment
of  dividends  may not be made more than sixty (60) days after the date on which
the resolution is adopted. When a determination of stockholders entitled to vote
at any meeting of stockholders  has been made as provided in this section,  such
determination  shall apply to any adjournment  thereof  regardless of its length
except  where the  determination  has been made through the closing of the stock
transfer books and the stated period of closing has expired.

      Section 6. Books and Accounts. This corporation shall keep and maintain at
its principal  office in this State:  (a) A certified copy of its certificate of
incorporation or articles of incorporation, and all amendments thereto.

      (b) A certified copy of its by-laws and all amendments.

      (c)  A  stock  ledger  or a  duplicate  stock  ledger,  revised  annually,
containing  the  names,   alphabetically   arranged,  of  all  persons  who  are
stockholders of the  corporation,  showing their places of residence,  if known,
and the number of shares held by them respectively; or

      (d) In lieu of the stock ledger or duplication  stock ledger  specified in
paragraph  (c), a statement  setting out the name of the  custodian of the stock
ledger or  duplicate  stock  ledger,  and the present and  complete  post office
address,  including  street and  number,  if any,  where  such  stock  ledger or
duplicate stock ledger specified in this section is kept.

      Any person who has been a stockholder  of record of a  corporation  for at
least six (6) months immediately preceding his demand, or any person holding, or
thereunto authorized in writing by the holders of, at least five percent (5%) of
all its outstanding  shares, upon at least five (5) days' written demand, or any
judgment creditor of the corporation without prior demand,  shall have the right
to inspect in person or by agent or attorney,  during usual business hours,  the
stock ledger or duplicate stock ledger,  whether kept in the principal office of
the  corporation  in this state or elsewhere as provided in paragraph (d) and to
make  extracts  therefrom.  Holders of voting  trust  certificates  representing
shares of the corporation  shall be regarded as stockholders  for the purpose of
this subsection.

      Section 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
are represented at a meeting,  a majority of the shares  represented may adjourn
the meeting from time to time without further notice.  At such adjourned meeting
at  which a  quorum  shall  be  present  or  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.  The stockholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

      Section 8. Proxies. At any meeting of stockholders, a stockholder may vote
in person or by proxy  executed  in  writing by the  stockholder  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.  A proxy  shall not be valid
after six (6) months  from the date of its  execution,  unless  coupled  with an
interest or unless the stockholder  specifies in it the length of time for which
it is to continue in force,  which may not exceed  seven (7) years from the date
of its creation,  unless renewed or extended at any time before its  expiration.
Notwithstanding that a valid proxy is outstanding the powers of the proxy holder
are  suspended,  except in the case of a proxy coupled with an interest which is
designated  as  irrevocable,  if the person  executing the proxy is present at a
meeting and elects to vote in person.


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      Section 9. Voting of Shares.  Subject to the  provisions  of Section 13 of
this Article II, each  outstanding  share  entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of stockholders.

      Section 10. 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
by-laws  or a  resolution  of the Board of  Directors  of such  corporation  may
prescribe,  and a certified copy of the by-law or resolution is presented at the
meeting. Shares held by an administrator,  executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of shares into
his name. A stockholder  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.
Neither  treasury  shares of its own stock held by the  corporation,  nor shares
held by another corporation if a majority of the shares entitled to vote for the
election of directors  of such other  corporation  are held by the  corporation,
shall be voted at any  meeting  or counted in  determining  the total  number of
outstanding shares at any given time for purposes of any meeting.

      Section 11. Voting  Trusts.  A stockholder,  by agreement in writing,  may
transfer his stock to a voting trustee or trustees for the purpose of conferring
the right to vote thereon for a period not exceeding fifteen (15) years upon the
terms and conditions  therein stated.  The  certificates of stock so transferred
shall be surrendered and canceled and new  certificates  therefor issued to such
trustee or  trustees in which it shall  appear that they are issued  pursuant to
such  agreement,  and in the entry of such ownership in the proper books of such
corporation  that fact  shall  also be noted,  and  thereupon  such  trustee  or
trustees  may  vote  upon the  stock so  transferred  during  the  terms of such
agreement.  A duplicate of every such agreement  shall be filed in the principal
office  of the  corporation  and at all  times  during  such  terms  be  open to
inspection by any stockholder or his attorney.

      Section 12. Informal Action by Stockholders.  Any action,  except election
of directors, required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if a consent in writing, setting forth the action
so  taken,  shall be  signed by all of the  stockholders  entitled  to vote with
respect to the subject matter thereof.

         Section 13. Removal of Directors. Any director may be removed from
office by the vote or written consent of stockholders representing not less than
two-thirds of the issued and outstanding capital stock entitled to voting power.
All vacancies, including those caused by an increase in the number of directors
may be filled by a majority of the remaining directors though less than a
quorum. When one or more directors shall give notice of his or their resignation
to the Board, effective at a future date, the Board shall have power to fill
such vacancy or vacancies to take effect when such resignation or resignations
shall become effective, each director so appointed to hold office during the
remainder of the term of office of the resigning director or directors.

                             ARTICLE III - DIRECTORS

      Section 1. The business of this corporation shall be managed by a board of
not less than four (4) nor more than seven (7)  directors  or  trustees,  all of
whom  shall  be at  least 18 years  of age.  Unless  otherwise  provided  in the
certificate or articles of incorporation,  or an amendment thereof, it shall not
be necessary for directors to be stockholders.

      Section 2. 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  stockholders.  The Board of Directors
may provide,  by resolution,  the time and place,  either within or without this
state, for the holding of additional  regular meetings without other notice than
such resolution.

      Section 3. Special  Meetings.  Special  meetings of the Board of Directors
may be called by 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
may fix any place,  either within or without the state, as the place for holding
any special meeting of the Board of Directors called by them.


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      Section 4. Notice.  Notice of any special  meeting shall be given at least
ten (10) days  previously  thereto by written  notice  delivered  personally  or
mailed to each director at his business  address,  or by  facsimile.  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
facsimile,  such notice  shall be deemed to be delivered  when the  facsimile is
sent. Any director may waive notice of any meeting. The attendance of a director
at a meeting shall  constitute a waiver of notice of such meeting except where a
director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice or waiver of notice of such meeting.

      Section 5. Quorum.  A majority of the number of directors fixed by Section
1 of this Article III shall  constitute a quorum for the transaction of business
at any  meeting of the Board of  Directors,  but if less than such  majority  is
present at a meeting,  a majority  of the  directors  present  may  adjourn  the
meeting from time to time without further notice.

      Section 6.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

      Section 7. Informal or Irregular  Action by Directors or  Committees.  (a)
Action taken by the required majority of the directors or members of a committee
without a meeting is nevertheless  Board or committee  action if written consent
to the  action in  question  is signed by all the  directors  or  members of the
committee,  as the case may be, and filed with the minutes of the proceedings of
the Board or committee, whether done before or after the action so taken.

      (b) Any one or more directors or members of a committee may participate in
a meeting  of the  Board or  committee  by means of a  conference  telephone  or
similar  communications  device  which allows all persons  participating  in the
meeting to hear each other, and such  participation in a meeting shall be deemed
presence in person at such meeting.

      Section 8. Executive and Other Committees.  (a) The Board of Directors, by
resolution  adopted by a majority of the number of directors  then in office may
designate  from among its members and executive  committee and one or more other
committees,  each consisting of two (2) or more directors, and each of which, to
the extent  provided in the  resolution or in the charter or these By-Laws shall
have and may exercise all of the authority of the Board of Directors  except the
power to:

            (i)   Declare dividends or distributions on stock;
            (ii)  Issue stock other than as provided in  subsection  (b) of this
                  section;
            (iii) Recommend  to  the  stockholders  any  action  which  requires
                  stockholder approval;
            (iv)  Amend the By-Laws; or
            (v)   Approve  any merger or share  exchange  which does not require
                  stockholder approval.

      (b) If the Board of  Directors  has given  general  authorization  for the
issuance  of stock,  a  committee  of the Board,  in  accordance  with a general
formula or method specified by the Board by resolution or by adoption of a stock
option or other plan,  may fix the terms of stock subject to  classification  or
reclassification  and the terms on which any stock may be issued,  including all
terms and  conditions  required or permitted to be  established or authorized by
the Board of Directors under the Delaware General Corporation Law.

      (c) The appointment of any committee, the delegation of authority to it or
action by it under that authority  does not constitute of itself,  compliance by
any  director  not a member of the  committee,  with the  standard  provided  by
statute for the performance of duties of directors.

         Section 9. Compensation. By resolution of the Board of Directors, 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 therefor.

         Section 10. 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, unless he shall announce his dissent at


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the meeting and his dissent is entered in the minutes and he shall  forward such
dissent by registered mail to the secretary of the corporation immediately after
the  adjournment of the meeting,  shall be presumed to have given assent to such
action.  Such right to dissent  shall not apply to a director who voted in favor
of such action.

                              ARTICLE IV - OFFICERS

      Section 1. Number.  The corporation shall have a president,  a Chairman of
the Board, a vice president, a secretary, and a treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed  necessary  may be elected or appointed by the Board of Directors.
Any two (2) or more offices may be held by the same person.

      Section 2. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors  shall be elected  annually by the Board of
Directors at the first meeting of the Board of Directors  held after each annual
meeting of the  stockholders.  If the election of officers  shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each  officer  shall hold office  until his  successor  shall have been duly
elected  and shall have  qualified  or until he shall  resign or shall have been
removed in the manner hereinafter provided.

      Section 3.  Removal.  Any  officer or agent may be removed by the Board of
Directors  whenever in its judgment,  the best interests 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 any officer
or agent shall not of itself create contract rights.

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

      Section 5.  President/Chairman of the Board. The president/Chairman of the
Board shall be the principal  executive officer of the corporation,  and subject
to the control of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation.  The  president/Chairman  of
the Board shall have authority to institute or defend legal proceedings when the
directors are deadlocked. He shall, when present, preside at all meetings of the
stockholders  and of the Board of Directors.  He may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by the Board of
Directors,  certificates  for shares of the corporation,  any deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  Board of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
By-Laws to some other officer or agent of the corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident to the office of the  president/Chairman  of the Board and such
other duties as may be prescribed by the Board of Directors from time to time.

      Section 6. The Secretary. The secretary shall: (a) keep the minutes of the
proceedings  of the  stockholder  and of the Board of  Directors  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  documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each stockholder which shall be furnished
to the secretary by such stockholder; (e) sign with the president,  certificates
for shares of the corporation,  the issuance 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 to him by the president or by the Board of Directors.

      Section 7. The Treasurer. The treasurer shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  corporation;  (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such  banks,  trust  companies  or other  depositories  as shall be  selected in
accordance  with the  provisions  of  Article  VI of these  By-Laws;  and (c) in
general  perform all of the duties  incident to the office of treasurer and such
other duties as from time to time may be assigned to him by the  president or by
the Board of Directors.


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      Section 8. Salaries. The salaries of the officers shall be fixed from time
to time by the  Board  of  Directors  and no  officer  shall be  prevented  from
receiving  such  salary by reason of the fact that he is also a director  of the
corporation.

                    ARTICLE V - INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

      Section 1. Right to  Indemnification.  The corporation  shall indemnify to
the fullest extent  permitted by applicable law 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 (a "Proceeding"), by reason of the fact that such person is or was
a director or officer of the corporation, or is or was serving at the request of
the  corporation  as a  director  or  officer  of  another  corporation  or of a
partnership,  joint venture, trust or other enterprise or entity, whether or not
for profit,  whether domestic or foreign,  including  service with respect to an
employee benefit plan, its participants or beneficiaries, against all liability,
loss and expense  (including  attorneys'  fees and amounts  paid in  settlement)
actually  and  reasonably  incurred  by such  person  in  connection  with  such
Proceeding,  whether or not the indemnified  liability  arises or arose from any
Proceeding by or in the right of the corporation.

      Section 2. Advance of Expenses. Expenses incurred by a director or officer
in defending a  Proceeding  shall be paid by the  corporation  in advance of the
final  disposition of such  Proceeding,  subject to the provisions of applicable
law, upon receipt of an  undertaking  by or on behalf of the director or officer
to repay such amount if it shall  ultimately be  determined  that such person is
not entitled to be indemnified by the corporation under applicable law.

      Section 3. Procedure for Determining Permissibility.  To determine whether
any  indemnification or advance of expenses under this Article V is permissible,
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who are not parties to such Proceeding may, and on request of any person seeking
indemnification or advance of expenses shall, determine in each case whether the
standards  under  applicable law have been met, or such  determination  shall be
made by independent legal counsel if such quorum is not obtainable,  or, even if
obtainable,  a majority vote of a quorum of disinterested  directors so directs,
provided that, if there has been a change in control of the corporation  between
the  time  of the  action  or  failure  to act  giving  rise  to the  claim  for
indemnification  or advance of expenses and the time such claim is made,  at the
option of the  person  seeking  indemnification  or  advance  of  expenses,  the
permissibility of  indemnification or advance of expenses shall be determined by
independent legal counsel. The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees and expenses of
any   independent   legal  counsel  engaged  to  determine   permissibility   of
indemnification or advance of expenses, shall be borne by the corporation.

      Section 4. Contractual  Obligation.  The obligations of the corporation to
indemnify  a director or officer  under this  Article V,  including  the duty to
advance  expenses,  shall be considered a contract  between the  corporation and
such director or officer, and no modification or repeal of any provision of this
Article V shall  affect,  to the  detriment  of the  director or  officer,  such
obligations of the  corporation  in connection  with a claim based on any act or
failure to act occurring before such modification or repeal.

      Section  5.  Indemnification  Not  Exclusive;   Inuring  of  Benefit.  The
indemnification and advancement of expenses provided by this Article V shall not
be deemed  exclusive of any other right to which one indemnified may be entitled
under any statute,  agreement,  vote of  shareholders  or otherwise,  both as to
action in such person's  official  capacity and as to action in another capacity
while  holding such office,  and shall inure to the benefit of the heirs,  legal
representatives and estate of any such person. The Board of Directors shall have
the  power  to give  other  indemnification  to the  extent  not  prohibited  by
applicable law.

               ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS


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      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 or 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.

      Section 4. Deposits.  All funds of the corporation not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select.

            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

      Section 1. Certificates for Shares.  Certificates  representing  shares of
the  corporation  shall be in such form as shall be  determined  by the Board of
Directors.   Such   certificates   shall  be  signed  by  the   president  or  a
vice-president and countersigned by the secretary or an assistant  secretary and
sealed with the corporation seal or a facsimile thereof.  The signatures of such
officers upon a certificate  may be facsimile  signatures if the  certificate is
manually  signed on behalf of a  transfer  agent or a  registrar  other than the
corporation or an employee of the corporation. Each certificate for shares shall
be consecutively  numbered or otherwise identified.  The name and address 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 stock  transfer  books of the
corporation.  All certificates surrendered to the corporation for transfer shall
be  canceled  and  no  new  certificates   shall  be  issued  until  the  former
certificates  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. Transfer of shares of the corporation shall
be made only on the stock  transfer  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 by the
corporation to be the owner thereof for all purposes.

                           ARTICLE VIII - FISCAL YEAR

      Section 1. The fiscal year of the corporation shall begin on the first day
of January.

                             ARTICLE IX - DIVIDENDS

      Section 1. 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 - CORPORATE SEAL

      Section 1. 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,  the year of its  incorporation  and the  words,  "Corporate  Seal,
Delaware".

                          ARTICLE XI - WAIVER OF NOTICE


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      Section 1. Whenever any notice is required to be given to any  stockholder
or director of the  corporation  under the  provisions of these By-Laws or under
the provisions of the Articles of  Incorporation  or under the provisions of the
general  corporation  law of the State of Delaware,  a waiver thereof in writing
signed by any 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

      Section 1. The Board of Directors shall have the power to make,  alter and
repeal By-Laws, but By-Laws made by the Board may be altered or repealed and new
By-Laws made by the stockholders.


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