Exhibit 3.2

                                     Amended
                                    BY- LAWS
                                       of
                       Socrates Technologies Corporation,
                              Delaware corporation



                                    ARTICLE I
                                     OFFICES


         Section 1. The registered office of Socrates Technologies Corporation
(the "Corporation") shall be in the City of Wilmington, County of New Castle,
State of Delaware.

         Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS


         Section 1. All meetings of the stockholders for the election of
directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors and transact such other business as may properly be
brought before the meeting; provided, however, that, commencing in Year 2001,
the annual meeting of the stockholders shall be held on or before May 31st of
each year.



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         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

         Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman or the president and shall be
called by the president or secretary at the request in writing of (a) a majority
of the board of directors or (b) stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

         Section 5. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose of purposes for which the meeting is
called shall be given not less than ten nor more than sixty days before the date
of the meeting, to each stockholder entitled to vote at such meeting.

         Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 7. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other


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than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
express provision shall govern and control the decision of such question.

         Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

         Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may not be taken at any
annual or special meeting of such stockholders, may not be taken without a
meeting and without prior notice and without a vote.

         Section 12. Shareholder proposals must be received in writing by the
Corporation's Secretary at least 45 days before the anniversary of the record
date of the preceding year's annual meeting of shareholders in order to be
considered for inclusion in the current year's proxy statement or proxy
solicitation materials of the Corporation.


                                   ARTICLE III
                                    DIRECTORS

         Section 1. The business of the Corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.



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         Section 2. The number of directors, which shall constitute the whole
board, shall be not less than one or more than nine. Within the limits above
specified, the number of directors shall be fixed from time to time by
resolution of the board of directors or by the stockholders at the annual
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filing any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.



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         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the chairman
or the chief executive officer or by two or more directors on two days' notice
to each director, either personally or by mail or by telegram; special meetings
shall be called in like manner and on like notice on the written request of two
directors, unless the board consists of only one director in which case special
meetings shall be called in like manner and on like notice on the written
request of the sole director.

         Section 8. At all meetings of the board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
other than announcement at the meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

         Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, member of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

         Section 11. Committees of the Board. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.



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         In the absence or disqualification of a member of a committee, the
member of members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act the meeting in the place of any
such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have any may exercise all the powers and authority of
the board of directors in the management of the business affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may required it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation, or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. 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.

         Section 12. Each committee shall keep regular written minutes of its
meetings and report the same to the board of directors when required. Minutes
for every committee meeting shall be submitted to the Secretary of the
Corporation.

         Section 13. The Corporation shall have at all times an Audit Committee,
which shall be responsible for oversight of the financial controls, systems and
practices of the Corporation, recommendation of outside auditors and
investigating and correcting any improper, illegal or negligent acts or
practices of the financial and accounting staff of the Corporation. The Audit
Committee shall have at least three (3) and not more than seven (7) members,
each member being a non-employee, outside or independent director. All members
of the Audit Committee must be able to read and


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understand fundamental financial statements, including the Corporation's balance
sheet, income statements, and cash flow statements. At least one member of the
Audit Committee must have past employment experience in finance or accounting or
other comparable experience or background, including a current or past position
as a chief executive officer or financial officer or other senior officer with
financial oversight responsibilities.

         Section 14. The Corporation shall have at all times a Conflicts
Committee, which committee shall be responsible for reviewing, investigating and
making determinations about the existence of any self-dealing, bad faith or
other breach of fiduciary duties in any agreements, transactions, dealings,
activities or relationships between the Corporation and its partners officers,
directors, employees, agents, business associates and shareholders. The
Conflicts Committee shall have at least one (1) but not more than three (3)
members, each member being a non-employee, outside or independent director. The
Conflicts Committee shall be advised by the general counsel of the Corporation
and/or any outside professional advisors that the Conflicts Committee deems
necessary to properly perform its duties. The Conflicts Committee shall also
conduct an annual review of the management and corporate governance practices,
polices, controls and systems of the Corporation and report its findings and
recommendations to the board.

         Section 15. The full board shall perform the duties of a nominating
committee, which committee shall nominate persons for stand for election or
appointment to the board.

                            COMPENSATION OF DIRECTORS

         Section 16. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

         Section 17. Removal of Directors. Unless otherwise restricted by the
certificate of incorporation or by law, any director or the entire board of
directors may be removed, with or without cause,


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by the holders of a majority of shares entitled to vote at an election of
directors, or, with cause, by a majority of the directors entitled to vote
thereon. For purposes of these by-laws, "cause" shall mean any act that
constitutes a felony violation of federal or state laws, any intentional breach
of the director's duty of loyalty to the Corporation and its shareholders
(including intentional self-dealing), embezzlement or theft or misappropriation
of Corporation assets, or falsifying any report tendered to the board or
intentionally making a false statement to the board if such report or statement
is used by the board in making any decision affecting the Corporation or its
shareholders, or is used in any filing with a regulatory agency or court, or is
used in any public announcement.


                                   ARTICLE IV
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the Corporation shall be chosen by the board
of directors and shall consist of a chairman of the board, chief executive
officer and/or president, chief financial officer, general counsel and a
secretary. The directors may also choose a chief operating officer, one or more
vice-presidents, a treasurer, a controller, one or more assistant treasurers or
controllers, and one or more assistant secretaries. Any number of offices may be
held by the same person, unless the certificate of incorporation or these
by-laws otherwise provide; provided, however, that the same person may not serve
concurrently as chairman, chief executive


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officer and president. The Corporation shall not be obligated to appoint a chief
executive officer or a president or a chief operating officer if any of these
offices are or become vacant; provided, however, that one these offices must be
held by a full-time employee. In the event that the position of chief executive
officer, president and chief operating officer are vacant, the chairman of the
board shall exercise the authority of the chief executive officer, the president
and chief operating officer until such time as such positions are appointed by a
majority of the directors of the board.

         Section 2. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 3. The board of directors at its first meeting after each
annual meeting of stockholders shall choose the officers of the corporation who
shall hold their offices until their successors are chosen and qualified, or
until their resignation or removal. If any officers are not chosen at an annual
meeting, n at any subsequent regular or special meeting.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

                                  THE CHAIRMAN

         Section 6. The chairman shall preside at all stockholders' meetings and
all meetings of the board of directors at which he is present and shall have
such other duties as may be assigned to him by the board of directors. The
chairman shall perform the duties of the chief executive officer, president and
chief operating officer in the event of their absence or inability or refusal to
act or perform the duties of their respective offices.

                           THE CHIEF EXECUTIVE OFFICER

         Section 7. The chief executive officer shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. In the absence of
the chairman or in the event of his inability or refusal to act, the


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chief executive officer shall also perform the duties of the chairman and, when
so acting shall have all the powers of and be subject to all the restrictions
upon the chairman.

         Section 8. The chief executive officer shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation. The
chief executive officer shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                                  THE PRESIDENT

         Section 9. The president shall perform such management and other duties
as may be assigned to him or her by the chairman, the board or the chief
executive officer. The president shall see that all orders and resolutions of
the board of directors are carried into effect. In the absence of the chief
executive officer, or president or in the event of his inability or refusal to
act, then the president shall perform all the duties and enjoy all of the
authority of the chief executive officer.

         Section 10. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, in the absence of
the chief executive officer or in the event of his inability or refusal to act,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the Corporation. The
president shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                             CHIEF OPERATING OFFICER

         Section 11. The chief operating officer shall perform the duties
assigned to him from time to time by the chief executive officer and the
president, which duties shall be consistent with the day-to-day managerial
functions customarily performed by a chief operating officer. The Corporation
shall not be obligated to employ a chief operating officer if it has a full-time
chief executive officer or president, or the chairman is fulfilling the duties
of those offices. The chief operating officer shall perform such other duties
and have such other powers as the board of directors may from time to time
prescribe.




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                               THE VICE-PRESIDENTS

         Section 12. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, 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. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 13. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he shall be. The secretary shall have
custody of the corporate seal of the Corporation and the secretary, or an
assistant secretary, shall be authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by the secretary's
signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by that officer's signature.

         Section 14. The assistant secretary or, if there be more than one, the
assistant secretaries in the order determined by the board of directors (or, if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                             CHIEF FINANCIAL OFFICER

         Section 15 The chief financial officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall


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deposit all moneys and other valuable efforts in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. The chief financial officer shall perform the duties of the treasurer
in the event that the position of the treasurer is not filled or becomes vacant.

         Section 16. The chief financial officer shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, in the
absence of the chief executive officer and the president, except where required
or permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. The chief executive
officer shall perform such other duties and have such other powers as the board
of directors may from time to time prescribe.

         Section 17. The chief financial officer shall disburse the funds of the
Corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the chairman, the chief executive
officer, president and the board of directors, at its regular meetings, or when
the board of directors, so requires, an account of all his transactions as chief
financial officer and of the financial condition of the Corporation. The chief
financial officer shall report to and be supervised by the chairman and board of
directors.

         Section 18. If required by the board of directors, the chief financial
officer shall give the Corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of the chief
financial advisor's office and for the restoration to the corporation to the
corporation, in case of the chief financial officer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in the treasurer's possession or under the chief
financial officer's control belonging to the Corporation.

                                    TREASURER

         Section 19. The treasurer shall perform such financial accounting,
management and administrative duties as he may be assigned to him by the chief
financial officer or by the board of directors.

                                   CONTROLLER

         Section 20. The controller shall perform such financial, accounting,
administrative and management duties as may be assigned to him by the


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chief financial officer or the board of directors. In the absence of the chief
financial officer and the treasurer, if any, or in the event of their inability
or refusal to act, the controller shall perform the duties and exercise the
powers of the chief financial officer and the treasurer and shall perform such
other duties and have such other powers as the board of directors may determine
may from time to time prescribe.

                 ASSISTANT TREASURERS AND ASSISTANT CONTROLLERS

         Section 22. The Corporation may appoint as many assistant treasurers
and/or assistant controllers as the Corporation deems appropriate and necessary
to the efficient operation of the Corporation's businesses. The assistant
treasurers and/or assistant controllers shall have such duties and powers as the
chief financial officer or the board of directors may determine to assign to
them from time to time.

                                 GENERAL COUNSEL

         Section 21. The general counsel shall serve as legal counsel to the
Corporation, shall supervise any and all outside law firms performing services
for the Corporation, shall be responsible for ensuring corporate compliance with
applicable federal, state and local regulatory and corporate governance laws,
regulations, ordinances and principles, and shall assist the Corporation's
senior management in the evaluation of mergers and acquisitions candidates,
drafting and negotiating business, financial and other contractual transactions
and agreements. The general counsel shall also be responsible for conducting any
internal investigations concerning employee grievances or any third party
investigations, assisting any and serving as a member of any special committee
of the board empowered to investigate internal policies, practices, systems,
controls, transactions, activities or other matters. The general counsel shall,
where qualified, serve as the Corporation's registered agent for service of
process, shall draft all regulatory filings and reports, and shall, where
licensed and appropriate in the opinion of the general counsel and the board,
appear on behalf of the Corporation as its attorney-in-fact. The general counsel
shall report directly to and shall be supervised by the chairman of the board
and the board of directors.


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                                      LOANS

         Section 23. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation whenever, in the judgment of the Board, such assistance may
reasonably be expected to benefit the Corporation.


                                   ARTICLE VI
                             CERTIFICATES FOR SHARES


         Section 1. The shares of the Corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, (a) the chairman or the chief executive officer,
the president or a vice-president of the Corporation and (b) the treasurer or an
assistant treasurer or the secretary or an assistant secretary of the
Corporation.

         Section 2. Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Section 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. All of the signatures on a
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated


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shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the certificate and record the transaction upon its books. Upon
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certificated shares the
person entitled thereto and the transaction shall be recorded upon the books of
the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provide,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall


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have express or other notice thereof, except as otherwise provided by the laws
of Delaware.


                                   ARTICLE VII
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meeting contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the director shall think conductive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                  ARTICLE VIII
                                ANNUAL STATEMENT


         Section 1. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.


                                   ARTICLE IX
                                     CHECKS

         Section 1. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.



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<PAGE>

                                    ARTICLE X
                                 INDEMNIFICATION

         Section 1. As used in this Article X, any word or words that are
defined in the General Corporation Law of Delaware, as amended from time to
time, (the "Indemnification Provisions") shall have the same meaning as provided
in the Indemnification Provisions.

         Section 2. The Corporation shall indemnify and advance expenses to a
director or officer of the Corporation to the fullest extent allowed by the
Indemnification Provisions. The Corporation may also provide for indemnification
of its officers and directors that exceeds the indemnification specifically
allowed under the Indemnification Provisions for officers and directors, which
indemnification may include, without limitation, indemnification agreements and
insurance coverage.

         Section 3. With respect to an employee or agent, other than a director
or officer of the Corporation, the Corporation may, as determined by the board
of directors, indemnify and advance expenses to such employee or agent to the
fullest extent permitted by the Indemnification Provisions.

         Section 4. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity or
arising out of such person's official capacity and as to action in another
capacity while holding such office.

         Section 5. Personal Liability of a Director. To the extent allowed
under the laws of the State of Delaware, a director of the Corporation shall not
be personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation and its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an improper
personal benefit.

         Section 6. If the General Corporation Law of Delaware hereafter is
amended to authorize the further elimination or limitation of the liability of


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<PAGE>

directors, then the liability of a director of the Corporation, in addition to
the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended General Corporation Law of Delaware at
that time in force. Any repeal or modification of this paragraph by the
stockholders shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.


                                   ARTICLE XI
                                   FISCAL YEAR

         Section 1. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.


                                   ARTICLE XII
                                 CORPORATE SEAL

         The seal of the Corporation shall contain the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.


                                  ARTICLES XIII
                                   AMENDMENTS


         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.





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<PAGE>

                                   ARTICLE XIV
                                 REIMBURSEMENTS

         Section 1. Any payments made to an officer or other employees of the
Corporation, such as salary, commission, interest or rent, or entertainment
expenses incurred by him, which payment shall be disallowed in whole or in part
as a deductible expense by the U.S. Internal Revenue Service, shall be
reimbursed to such officer or other employee of the Corporation to the full
extent of such disallowance. It shall be the duty of the directors, as a board,
to enforce payment of each such amount disallowed. In lieu of payment by the
officer or other employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future compensation payments
until the amounts owe to the Corporation have been recovered.






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