AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                   Continental Information Systems Corporation

                             A New York Corporation

                         Adopted as of August 26, 2002

                                   ARTICLE I

                                     OFFICES

        Section 1.      Registered Office.
        ----------      ------------------

   The registered office of the corporation in the State of New York shall be
located at 4 Central Avenue, Albany, New York, County of Albany.  The name of
the corporation's registered agent at such address shall be Corporation Service
Company.  The registered office and/or registered agent of the corporation may
be changed from time to time by action of the board of directors.

        Section 2.      Other Offices
        ----------      -------------

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


                                  ARTICLE II

                            MEETINGS OF SHAREHOLDERS

        Section 1.      Place and Time of Meetings
        ----------      --------------------------

   An annual meeting of the shareholders shall be held each year within one
hundred fifty (150)days after the close of the immediately preceding fiscal year
of the corporation for the purpose of electing directors and conducting such
other proper business as may come before the meeting.  The date, time and place
of the annual meeting shall be determined by the president of the corporation;
provided, that if the president does not act, the board of directors shall
determine the date, time and place of such meeting.

        Section 2.      Special Meetings
        ----------      ----------------

   Special meetings of shareholders may be called for any purpose and may be
held at such time and place, within or without the State of New York, as shall
be stated in a notice of meeting or in a duly executed waiver of notice thereof.
Such meetings may be called at any time by the president or by resolution of at
least three-fourths of the directors then in office.  At a special meeting, no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of meeting.
<PAGE>

        Section 3.      Place of Meetings.
        ----------      ------------------

   The board of directors may designate any place, either within or without the
State of New York, as the place of meeting for any annual meeting or for any
special meeting called by the board of directors.  If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
principal executive office of the corporation.

        Section 4.      Notice
        ----------      ------

   Whenever shareholders are required or permitted to take action at a meeting,
written or printed notice stating the place, date, time, and, in the case of
special meetings, the purpose or purposes, of such meeting, shall be given to
each shareholder entitled to vote at such meeting not less than ten nor more
than fifty days before the date of the meeting.  All such notices shall be
delivered, either personally or by mail, by or at the direction of the board of
directors, the president or the secretary, and if mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at his, her or its address as the same
appears on the records of the corporation.

        Section 5.        Books and Records
        ----------        -----------------

   The corporation shall keep correct and complete books and records of account
and shall keep minutes of the proceedings of its shareholders, board of
directors and executive committee, if any, and shall keep at the office of the
corporation in New York or at the office of its transfer agent or registrar in
New York, a record containing the names and addresses of all shareholders,  the
number and class of shares held by each and the dates when they respectively
became the owners of record thereof.  Any person who shall have been a
shareholder of record of a corporation for at least six months immediately
preceding his demand, or any person holding, or thereunto authorized in writing
by the holders of, at least five percent (5%) of any class of the  outstanding
shares, upon at least five days written demand shall have the right to examine
in person or by agent or attorney, during usual business hours, its minutes of
the proceedings of shareholders and to make extracts therefrom.

        Section 6.      Fixing a Record Date
        ----------      --------------------

   For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the  purpose
of determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the board of
directors may fix, in advance, a date as the record date for any such
determination of shareholders, such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action.  If no record date is fixed by the board of directors, (i) the
record date for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if no notice is given, the
day on which the meeting is held, or (ii) the record date for determining
shareholders for any other purpose other than the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, shall be at the
close of business on the day on which the resolution of the board relating
                                       2
<PAGE>
thereto is adopted.  A determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders shall apply to any
adjournment thereof, unless the board of directors fixes a new record date for
the adjourned meeting.  The officer or agent of the corporation  having charge
of the books of the corporation shall make, not more than fifty but not less
than ten days before the date of such meeting or such action, a complete list of
the shareholders of the corporation.

        Section 7.      Quorum
        ----------      ------

   The holders of one-third of the outstanding shares of capital stock, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the shareholders, except as otherwise provided by statute or by the certificate
of incorporation.  If a quorum is not present, the holders of a majority of the
shares present in person or represented by proxy at the meeting, and entitled to
vote at the meeting, may adjourn the meeting to another time and/or place.

        Section 8.      Adjourned Meetings
        ----------      ------------------

   When a meeting is adjourned to another time and place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.  At the adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.  If after the adjournment, the board of directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to such notice.

        Section 9.      Vote Required
        ----------      -------------

   Except for the election of directors or as otherwise provided by law, the
certificate of incorporation of the corporation or these by-laws, at all
meetings of shareholders, all matters shall be determined by a vote of the
holders of a majority of the number of votes eligible to be cast by the holders
of the outstanding shares of capital stock of the corporation present and
entitled to vote thereat.  Directors shall, except as otherwise required by law,
these by-laws or the certificate of incorporation of the corporation, be elected
by a plurality of the votes cast by each class of shares entitled to vote at a
meeting of shareholders, present and entitled to vote in the election.

        Section 10.     Voting Rights
        -----------     -------------

   Except as otherwise provided by the Business Corporation Law of the State of
New York or by the certificate of incorporation of the corporation or any
amendments thereto and subject to Section 3 of Article VI hereof, every
shareholder of record shall at every meeting of the shareholders be entitled to
one vote in person or by proxy for each share of common stock held by such
shareholder.

        Section 11.     Proxies
        -----------     -------

   Each shareholder entitled to vote at a meeting of shareholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him or her by proxy, but no such
proxy shall be voted or acted upon after eleven months from its date, unless the
proxy provides for a longer period.  A duly executed proxy shall be irrevocable
                                       3
<PAGE>
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power.  Any proxy
is suspended when the person executing the proxy is present at a meeting of
shareholders and elects to vote, except that when such proxy is coupled with an
interest and the fact of the interest appears on the face of the proxy, the
agent named in the proxy shall have all voting and other rights referred to in
the proxy, notwithstanding the presence of the person executing the proxy.

        Section 12.       Action by Written Consent
        -----------       -------------------------

   Unless otherwise provided in the certificate of incorporation, whenever
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all outstanding shares that would be  necessary
to authorize or take such action at a meeting at which all shares  entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in the state of New York, or the corporation's
principal place of business, or an officer or agent of the corporation  having
custody of the book or books in which proceedings of meetings of shareholders
are recorded or written consents in lieu of meetings are kept.  All consents
properly delivered in accordance with this section shall be deemed to be
recorded when delivered.  Any action taken pursuant to such written consent or
consents of the shareholders shall have the same force and effect as if taken by
the shareholders at a meeting thereof.

        Section 13.       New Business
        -----------       ------------

   Any new business to be taken up at the annual meeting at the request of the
chairman of the board of directors or the president or chief executive officer
or by resolution of at least three-fourths of the directors then in office shall
be stated in writing and filed with the secretary at least fifteen (15) days
before the date of the annual meeting, and all business so stated, proposed and
filed shall be considered at the annual meeting, but, except as provided in this
Section 13, no other proposal shall be acted upon at the annual meeting.  Any
proposal offered by any  shareholder, may be made at the annual meeting and the
same may be discussed and considered, but unless properly brought before the
meeting such proposal shall not be acted upon at the meeting.  For a proposal to
be properly brought before an annual meeting by a shareholder, the shareholder
must be a shareholder of record and have given timely notice thereof in writing
to the secretary. To be timely, a shareholder's notice must be delivered to or
received by the secretary not later than the following dates:  (i) with respect
to an annual meeting of shareholders, sixty (60) days in advance of such meeting
if such meeting is to be held on a day which is within thirty (30) days
preceding the anniversary of the previous year's annual meeting, or ninety (90)
days in advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (ii) with respect to an
annual meeting of shareholders held at a time other than within the time periods
set forth in the immediately preceding clause (i), the close of business on the
tenth (10th) day following the date on which notice of such meeting is first
given to shareholders.  For purposes of this Section 13, notice shall be deemed
to first be given to shareholders when disclosure of such date of the meeting of
shareholders is first made in a press release reported to Dow Jones News
Services, Associated Press or comparable national news service, or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.  A shareholder's notice to the secretary shall set forth as to the
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting;
                                       4
<PAGE>
(b) the name and address of the shareholder proposing such business; (c) the
class and number of shares of the corporation which are owned of record by the
shareholder and the dates upon which he or she acquired such shares; (d) the
identification of any person employed, retained, or to be compensated by the
shareholder submitting the proposal, or any person acting on his or her behalf,
to make solicitations or recommendations to shareholders for the purpose of
assisting in the passage of such proposal, and a brief description of the terms
of such  employment, retainer or arrangement for compensation; and (e) such
other information regarding such proposal as would be required to be included in
a proxy  statement filed pursuant to the proxy rules of the Securities and
Exchange Commission or required to be delivered to the corporation pursuant to
the proxy rules of the Securities and Exchange Commission (whether or not the
corporation is then subject to such rules).  This provision shall not prevent
the consideration and approval or disapproval at an annual meeting of reports of
officers, directors and committees of the board of directors or the  management
of the corporation, but in connection with such reports, no new business shall
be acted upon at such annual meeting unless stated and filed as herein provided.
This  provision shall not constitute a waiver of any right of the corporation
under the proxy rules of the Securities and Exchange Commission or any other
rule or regulation to omit a shareholder's proposal from the corporation's proxy
materials.

   The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that any new business was not properly brought before the
meeting in accordance with the provisions hereof and, if he should so determine,
he shall declare to the meeting that such new business was not properly brought
before the meeting and shall not be considered.

                                  ARTICLE III
                                  -----------

                                    DIRECTORS
                                    ---------

        Section 1.      General Powers
        ----------      --------------

   The business and affairs of the corporation  shall be managed by or under the
direction of the board of directors.

        Section 2.      Number, Election and Term of Office
        ----------      -----------------------------------

   The number of directors shall be established from time to time by resolution
of the board of directors and subject to the limitation by statute.  Each
director elected shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.  The chief executive officer of the corporation shall be a
member of the board of directors.

        Section 3.      Procedure for Nominations
        ----------      -------------------------

   Subject to the provisions hereof, the board of directors, or a committee
thereof, shall select nominees for election as directors.  Except in the case of
a nominee substituted as a result of the death, incapacity, withdrawal or other
inability to serve of a nominee, the board of directors, or a committee thereof,
shall deliver written nominations to the secretary at least sixty (60) days
prior to the date of the annual meeting.  Provided the board of directors,  or a
committee thereof, makes such nominations, no nominations for directors except
those made by the board of directors or such committee shall be voted upon at
                                       5
<PAGE>
the annual meeting of shareholders unless other nominations by shareholders are
made in accordance with the provisions of this Section 3.  Nominations of
individuals for election to the board of directors at a meeting of shareholders
may be made by shareholders holding at least ten percent (10%) of the
outstanding shares of the corporation entitled to vote for the election of
directors, provided, that timely notice is made in writing to the secretary as
set forth in this Section 3. To be timely, such notice must be delivered to or
received by the secretary not later than the following dates:  (i) with respect
to an election of directors to be held at an annual meeting of shareholders,
sixty (60) days in advance of such meeting if such meeting is to be held on a
day which is within thirty (30) days preceding the anniversary of the previous
year's annual meeting, or ninety (90) days in advance of such meeting if such
meeting is to be held on or after the anniversary of the previous  year's annual
meeting; and (ii) with respect to an election to be held at an annual  meeting
of shareholders held at a time other than within the time periods set forth in
the immediately preceding clause (i), or at a special meeting of shareholders
for the election of directors, the close of business on the tenth (10th) day
following  the date on which notice of such meeting is first given to
shareholders.  For purposes of this Section 3, notice shall be deemed to first
be given to shareholders when disclosure of such date of the meeting of
shareholders is first made in a press release reported to Dow Jones News
Services, Associated Press or comparable national news service, or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.  Such shareholder's notice shall set forth (a) as to each person whom
the shareholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of such person,  (ii)
the  principal occupation or employment of such person, (iii) such  person's
written  consent to serve as a director, if elected, and (iv) such other
information regarding each 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 (whether or not the corporation
is then subject to such rules); and (b) as to the shareholder giving the notice
(i) the name and address of such shareholder, (ii) the class and number of
shares of the corporation which are owned of record by such shareholder and the
dates upon which he or she acquired such shares, (iii) a description of all
arrangements or understandings between the shareholder and nominee and any other
person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the shareholder, and (iv) the identification of
any person employed, retained, or to be compensated by the shareholder
submitting the nomination or by the person nominated, or any person acting on
his or her behalf to make solicitations or recommendations to shareholders for
the purpose of assisting in the election of such director,  and a brief
description of the terms of such employment, retainer or arrangement for
compensation.  At the request of the board of directors, any person nominated by
the board of directors for election as a director shall furnish to the secretary
that information required to be set forth in a shareholder's notice of
nomination which pertains to the nominee together with the required written
consent.  No person shall be elected as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 3.

   The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not properly brought before the
meeting in accordance with the provisions hereof and, if he should so determine,
he shall declare to the meeting that such nomination was not properly brought
before the meeting and shall not be considered.
                                       6
<PAGE>
        Section 4.      Substitution of Nominees
        ----------      ------------------------

   In the event that a person is validly designated as a nominee in accordance
with Section 3 of this Article III and shall thereafter become unwilling or
unable to stand for election to the board of directors, the board of directors
or a committee thereof may designate a substitute nominee upon delivery, not
fewer than five (5) days prior to the date of the meeting for the election of
such nominee, of a written notice to the secretary setting forth such
information regarding such substitute nominee as would have been required to be
delivered to the secretary pursuant to Section 3 of this Article III had such
substitute nominee been initially proposed as a nominee.  Such notice shall
include a signed consent to serve as a director of the corporation, if elected,
of each such substituted nominee.

        Section 5.      Removal and Resignation
        ----------      -----------------------

   Any director or all of the directors may be removed at any time, but only for
cause, and any such removal shall require the vote, in addition to any vote
required by law, of not less than eighty percent (80%) of the total votes
eligible to be cast by the holders of all outstanding shares then entitled to
vote at an election of directors at a special meeting called for that purpose.
Whenever the holders of any class or series are entitled to elect one or more
directors by the provisions of the corporation's certificate of incorporation,
the provisions of this section shall apply to the vote of the holders of the
outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole.

        Section 6.        Vacancies
        ----------        ---------

   Newly created directorships resulting from an increase in the number of
directors and vacancies occurring on the board for any reason may be filled by a
majority of the directors then in office, even if such number is less than a
quorum, or by a sole remaining director.  Each director so chosen shall hold
office until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal as herein provided.

        Section 7.      Annual Meetings
        ----------      ---------------

   The annual  meeting of each newly elected board of directors shall be held
without other notice than by this by-law immediately after, and at the same
place as, the annual meeting of shareholders.

        Section 8.      Other Meetings and Notice
        ----------      -------------------------

   Regular meetings, other than the annual meeting, 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 resolution of the board of directors. Special  meetings of
the board of directors may be called by or at the request of the president or
any director on at least 24 hours notice to each director, either personally, by
telephone, by mail or by telegraph.

        Section 9.      Quorum, Required Vote and Adjournment
        ----------      -------------------------------------

   A majority of the total number of directors shall constitute a quorum for the
transaction of business.  The vote of a majority of directors present at a
meeting at which a quorum is present shall be the act of the board of directors.
If a quorum shall not be present at any meeting of the board of directors,  the
                                       7
<PAGE>
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

        Section 10.     Committees
        -----------     ----------

   The board of directors, by resolution passed by a majority of the entire
board of directors, may designate from among its members an executive committee
and other committees, which to the extent provided in such resolution or these
by-laws shall have all the authority of the board of directors except as
otherwise limited by law. The board of directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member or members at any meeting of the committee.  Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.  Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
when required.

        Section 11.     Committee Rules
        -----------     ---------------

   Each committee of the board of directors may fix its own rules of procedure
and shall hold its meetings as provided by such rules, except as may otherwise
be provided by a resolution of the board of directors designating such
committee.  Unless otherwise provided in such a resolution, the presence of at
least a majority of the members of the committee shall be necessary to
constitute a quorum. In the event that a member and that member's alternate, if
alternates are designated by the board of directors as provided in Section 8 of
this Article  III, of such committee is or are absent or disqualified, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in place of any such absent or disqualified member.

        Section 12.     Waiver of Notice and Presumption of Assent
        -----------     ------------------------------------------

   Any member of the board of directors or any committee thereof who is present
at a meeting shall be conclusively presumed to have waiver notice of such
meeting except when such member attends for the express purpose of objecting
prior to the conclusion of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.  Such member shall be
conclusively presumed to have assented to any action taken unless his or her
dissent shall be entered in the minutes of the meeting or unless his or her
written dissent to such action shall be filed with the person acting as the
secretary of the meeting before the adjournment thereof or shall be forwarded
by registered mail to the secretary of the corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to any member
who voted in favor of such action.

        Section 13.     Action by Written Consent
        -----------     -------------------------

   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 of directors or committee, as the case may be,
consent thereto in writing to the adoption of a resolution authorizing the
action, and the writing or writings are filed with the minutes of proceedings of
the board or committee.
                                       8
<PAGE>
        Section 14.     Telephonic Participation in Meetings
        -----------     ------------------------------------

   Any one or more members of the board of directors or any  committee  thereof
may participate in a meeting of such board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

        Section 1.      Number
        ----------      ------

   The officers of the corporation shall be elected by the board of directors
and shall consist of a chairman of the board of directors, a president, one or
more vice presidents, a secretary, a treasurer, and such other officers and
assistant officers as may be deemed necessary or desirable by the board of
directors.  Any number of offices may be held by the same person.  In its
discretion, the board of directors may choose not to fill any office for any
period as it may deem advisable.

        Section 2.      Election and Term of Office
        ----------      ---------------------------

   The officers of the corporation shall be elected annually by the board of
directors at its first meeting held after each annual meeting of shareholders
or as soon thereafter as is convenient.  The president shall appoint other
officers to serve for such terms as he or she deems desirable.  Vacancies may be
filled or new offices created and filled at any meeting of the board of
directors.  Each officer shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.

        Section 3.      Removal
        ----------      -------

   Each officer shall serve until his or her successor is elected and duly
qualified, the office is abolished, or he or she is removed.  Except for the
chairman of the board of directors and chief executive officer, any officer may
be removed at any regular meeting of the board of directors with or without
cause by an affirmative vote of a majority of the directors then in office,
whenever, in the judgment of the board of directors, 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.  The board of
directors may remove the chairman of the board of directors or the chief
executive officer at any time, with or without cause, only by a vote of  two-
thirds of the directors then in office at any regular or special  meeting of the
board of directors called for that purpose, whenever, in the judgment of the
board of directors, 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
        ----------      ---------
                                        9
<PAGE>
   Any  vacancy occurring 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 by the board of directors then in office.

        Section 5.      Compensation
        ----------      ------------

   Compensation of all officers shall be fixed by the board of directors, and no
officer shall be prevented from receiving such compensation by virtue of his or
her also being a director of the corporation.

        Section 6.      Chairman of the Board of Directors
        ----------      ----------------------------------

The chairman of the board of directors shall preside at all meetings of the
board of directors and shall have such powers and perform such duties as may be
prescribed by the board of directors or provided in these by-laws.  Whenever the
president is unable to serve, by reason of sickness, absence or otherwise,  the
chairman of the board of directors shall perform all the duties and
responsibilities and exercise all the powers of the president.

        Section 7.      The President
        ----------      -------------

   The president shall be the chief executive officer of the corporation;  shall
preside at all meetings of the shareholders at which he or she is  present;
subject to the powers of the board of directors, shall be in the general and
active charge of the business, affairs and property of the corporation, and
control over its officers, agents and employees; and shall see that all orders
and  resolutions of the board of directors are carried into effect.  The
president shall preside at all meetings of the board of directors at which the
chairman is not present and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or as may be provided in
these by-laws.

        Section 8.      Vice Presidents
        ----------      ---------------

   The vice president, or if there shall be more than one, the vice presidents
in the order determined by the board of directors, shall, in the absence or
disability of the president, act with all of the powers and be subject to all
the restrictions of the president.  The vice presidents shall also perform such
other duties and have such other powers as the board of directors, the president
or these by-laws may, from time to time, prescribe.

        Section 9.      The Secretary and Assistant Secretaries
        ----------      ---------------------------------------

   The secretary shall attend all meetings of the board of directors, all
meetings of the committees thereof and all meetings of the shareholders and
record all the proceedings of the meetings in a book or books to be kept for
that purpose.  Under the president's supervision, the secretary shall give, or
cause to be given, all notices required to be given by these by-laws or by law;
shall have such powers and perform such duties as the board of directors,  the
president or these by-laws may, from time to time, prescribe; and shall have
custody of the corporate seal of the corporation.  The secretary, or an
assistant secretary, shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such assistant secretary.  The board of
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<PAGE>
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his or her signature.  The
assistant secretary, or if there be more than one, the assistant secretaries  in
the order determined by the board of directors, shall, in the absence or
disability of the secretary, 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, the president, or secretary may, from time to time,
prescribe.

        Section 10.       The Treasurer and Assistant Treasurer
        -----------       -------------------------------------

   The treasurer shall have the custody of the corporate funds and securities;
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation; shall deposit all monies and other valuable
effects in the name and to the credit of the corporation as may be ordered by
the board of directors; shall cause the funds of the corporation to be disbursed
when such disbursements have been duly authorized, taking proper vouchers for
such disbursements; and shall render to the president and the board of
directors, at its regular meeting or when the board of directors so requires,
an account of the corporation; shall have such powers and perform such duties as
the board of directors,  the president or these by-laws may, from time to time,
prescribe.  If required by the board of directors, the treasurer shall give the
corporation a bond (which shall be rendered every six years) in such sums and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of the office of treasurer and for
the restoration to the corporation, in case of death, resignation,  retirement,
or removal from office, of all books, papers, vouchers, money, and other
property of whatever kind in the possession or under the control of the
treasurer belonging to the corporation.  The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, shall in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer.  The assistant
treasurers shall perform such other duties and have such other powers as the
board of directors, the president or treasurer may, from time to time,
prescribe.

        Section 11.     Other Officers, Assistant Officers and Agents
        -----------     ---------------------------------------------

   Officers, assistant officers and agents, if any, other than those whose
duties are provided for in these  by-laws, shall have such authority  and
perform such duties as may from time to time be prescribed by resolution of the
board of directors.

        Section 12.       Absence or Disability of Officers
        -----------       ---------------------------------

   In the case of the absence or disability of any officer of the corporation
and of any person hereby authorized to act in such officer's place during such
officer's absence or disability, the board of directors may by resolution
delegate the powers and duties of such officer to any other officer or to any
director, or to any other person whom it may select.

                                       11
<PAGE>
                                    ARTICLE V
                                    ---------

                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
                -------------------------------------------------

        Section 1.        Nature of Indemnity
        ----------        -------------------
   Each person who was or is made a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, fiduciary, or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless by the corporation to the
fullest extent which it is empowered to do so unless prohibited from doing so by
the Business Corporation Law of the State of New York, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees
actually and reasonably incurred by such person in connection  with  such
proceeding  and such indemnification shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in Section 2 hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the board of directors of the corporation.
The right to indemnification conferred in this Article V shall be a contract
right and, subject to Sections 2 and 5 hereof, shall include the right to be
paid by the corporation the expenses incurred in defending any such proceeding
in advance of its final  disposition.  The corporation may, by action of its
board of directors, provide indemnification to employees and agents of the
corporation with the same scope and effect as the foregoing indemnification of
directors and officers.

        Section 2.      Procedure for Indemnification of Directors and Officers
        ----------      -------------------------------------------------------

   Any indemnification of a director or officer of the corporation  under
Section 1 of this Article V or advance of expenses under Section 5 of this
Article V shall be made promptly, and in any event  within 30 days, upon the
written request of the director or officer.  If a determination by the
corporation that the director or officer is entitled to indemnification
pursuant to this Article V is required, and the corporation fails to respond
within sixty days to a written request for indemnity, the corporation shall be
deemed to have approved  the request.  If the corporation denies a written
request  for indemnification or advancing of expenses, in whole or in part, or
if payment in full pursuant to such request is not made within 30 days,  the
right to indemnification or advances as granted by this Article V shall be
enforceable by the director or officer in any court of competent jurisdiction.
Such person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the corporation.  It shall be a defense
to any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to the corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Business Corporation Law of the State of New York for the corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the corporation.  Neither the failure of the corporation (including
                                       12
<PAGE>
its board of directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the Business Corporation
Law of the State of New  York,  nor an actual determination by the corporation
(including its board of directors, independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

        Section 3.      Article Not Exclusive
        ----------      ---------------------

   The rights to indemnification granted and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article V shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation,  by-law, agreement, vote of shareholders or disinterested
directors or otherwise.

        Section 4.      Insurance
        ----------      ---------

   The corporation may purchase and maintain insurance, or create and establish
a separate trust or indemnity fund or similar arrangement in such amount and
with such terms as the board of directors deems appropriate which are not
inconsistent with the terms of the corporation's certificate of incorporation
or these by-laws, on its behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary or agent of the corporation or was
serving at the request of the corporation as a director, officer, employer or
agent of another corporation, partnership, joint venture trust, or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, whether or not the corporation would have the power
to indemnify such person against such liability under this Article V.

        Section 5.      Expenses
        ----------      --------

   Expenses incurred by any person described in Section 1 of this Article V in
defending a proceeding shall be paid by the corporation in advance of such
proceeding's final disposition unless otherwise determined by the board of
directors in the specific case 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 he or she is not entitled to be indemnified by the corporation.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

        Section 6.      Employees and Agents
        ----------      --------------------

   Persons who are not covered by the foregoing provisions of this Article V 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.

        Section 7.      Contract Rights
        ----------      ---------------

   The provisions of this Article V shall be deemed to be a contract right
between the corporation and each director or officer who serves in any such
capacity at any time while this  Article V and the relevant provisions of the
Business  Corporation Law of the State of New York or other applicable law are
in effect, and any repeal or modification of this Article V or any such law
                                       13
<PAGE>
shall not affect any rights or obligations then existing with respect to any
state of facts or proceeding then existing.

        Section 8.      Merger or Consolidation
        ----------      -----------------------

   For purposes of this Article V, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this Article V with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.

                                   ARTICLE VI
                                   ----------

                              CERTIFICATES OF STOCK
                              ---------------------

        Section 1.      Form
        ----------      ----

   Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by the president or a
vice president and the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by such holder in the  corporation.  If
such a certificate is countersigned (1) by a transfer agent or an assistant
transfer agent other than the corporation or its employee or (2) by a registrar,
other than the corporation or its employee, the signature of any such
president, vice president, secretary, or assistant secretary may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature
or signatures have been used on, any such certificate or certificates  shall
cease to be such officer or officers of the corporation whether because of
death, resignation or otherwise before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures
have been used thereon had not ceased to be such officer or officers of the
corporation.  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.  Shares of stock of the corporation
shall only be transferred on the books of the corporation by the holder of
record thereof or by such holder's attorney duly authorized in writing, upon
surrender to the corporation of the certificate or certificates for such
shares endorsed by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization, and other matters as
the corporation may reasonably require, and accompanied by all necessary stock
transfer stamps.  In that event, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate or certificates, and record the transaction on its books.  The board
of directors may appoint a bank or trust company organized under the laws of the
United States or any state thereof to act as its transfer agent or registrar, or
                                       14
<PAGE>
both in connection with the transfer of any class or series of securities of the
corporation.

        Section 2.      Lost Certificates
        ----------      -----------------

   The board of directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates previously 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, 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 or her legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against the corporation on
account of the loss, theft or destruction of any such certificate or the
issuance of such new certificate.

        Section 3.      Fixing a Record Date for Determination of Shareholders
        ----------      ------------------------------------------------------

   For the purpose of determining the shareholders entitled to vote at any
meeting a shareholder or any adjournment thereof, or to express consent or to
dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of any
rights, or for the purpose of any other action, the board of directors may fix,
in advance, a date as the record date for any such determination of
shareholders, such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed by the board of directors, (i) the record
date for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held, or (ii) the record date for determining
shareholders for any purpose other than the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, shall be at the
close of business on the day on which the resolution of the board relating
thereto is adopted.  A determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders shall apply to any
adjournment thereof, unless the board of directors fixes a new record date for
the adjourned meeting.

        Section 4.      Registered Shareholders
        ----------      -----------------------

   Prior to the surrender to the corporation of the certificate or certificates
for a share or shares of stock with a request to record the transfer of such
share or shares, the corporation may treat the registered owner as the person
entitled to receive dividends, to vote, to receive notifications, and otherwise
to exercise all the rights and powers of an owner.  The corporation 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 have express or
other notice thereof.

        Section 5.      Subscriptions for Stock
        ----------      -----------------------

   Unless otherwise provided for in the subscription agreement, subscriptions
for shares shall be paid in full at such time, or in such  installments  and at
such times, as shall be determined by the board of directors.  Any call made by
the board of  directors for payment on subscriptions shall be uniform as to all
                                       15
<PAGE>
shares of the same class or as to all shares of the same series.  In case of
default in the payment of any installment or call when such payment is due, the
corporation may proceed to collect the amount due in the same manner as any debt
due the corporation, or the board of directors may declare a forfeiture.

                                  ARTICLE VII

                               GENERAL PROVISIONS

        Section 1.      Dividends
        ----------      ---------

   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, including the shares or bonds of
other corporations, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.  Before payment of any dividend, there may
be set aside out 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 meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
any other purpose and the directors may modify or abolish any such reserve in
the manner in which it was created.

        Section 2.      Options and Warrants
        ----------      --------------------

   The board of directors cannot, without shareholder approval issue options,
warrants or any other securities convertible into more than fifteen percent
(15%)of the authorized shares of capital stock of the corporation.

        Section 3.      Checks, Drafts or Orders
        ----------      ------------------------

   All checks, drafts, or other orders for the payment of money by or to the
corporation and all notes and 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 be determined by resolution of
the board of directors or a duly authorized committee thereof.

        Section 4.      Contracts
        ----------      ---------

   The board of directors may authorize any officer or officers, or any agent or
agents, of the corporation to enter into any contract or to 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 5.      Loans
        ----------      -----

   The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty or other assistance may be with or without
                                       16
<PAGE>
interest, and may be secured or unsecured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section  contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

        Section 6.      Fiscal Year
        ----------      -----------

   The fiscal year of the corporation shall be fixed by resolution of the board
of directors.

        Section 7.      Corporate Seal
        ----------      --------------

   The board of directors may 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, New York". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.

        Section 8.      Voting Securities Owned By Corporation
        ----------      --------------------------------------

   Voting securities in any other corporation held by the corporation shall be
voted by the president, unless the board of directors specifically confers
authority to vote with respect thereto, which authority may be general or
confined to specific instances, upon some other person or officer.  Any person
authorized to vote securities shall have the power to appoint proxies, with
general power of substitution.

        Section 9.      Inspection of Books and Records
        ----------      -------------------------------

   Any person who shall have been a shareholder of record of the corporation for
at least six months immediately preceding his demand, or any person holding, or
thereunto authorized in writing by the holders of at least five percent (5%) of
any class of the outstanding shares, upon at least five days' written demand
shall have the right to examine in person or by agent or attorney,  during usual
business hours, its minutes of the proceedings of its shareholders and record
of shareholders and to make extracts therefrom.

        Section 10.     Section Headings
        -----------     ----------------

   Section headings in these by-laws are for convenience of reference only and
shall not be given any substantive effect in limiting or otherwise construing
any provision herein.

        Section 11.     Inconsistent Provisions
        -----------     -----------------------

   In the event that any provision of these by-laws is or becomes inconsistent
with an provision of the certificate of incorporation, the Business  Corporation
Law of the State of New York or any other applicable law, the provision of these
by-laws shall not be given any effect to the extent of such  inconsistency  but
shall otherwise be given full force and effect.

                                  ARTICLE VIII
                                  ------------

                                   AMENDMENTS
                                   ----------
                                       17
<PAGE>
   These by-laws may be amended, altered, or repealed and new by-laws adopted at
any meeting of the board of directors by a vote of not less than seventy-five
percent (75%) of the directors then in office. The fact that the power to adopt,
amend, alter, or repeal the by-laws has been conferred upon the board of
directors shall not divest the shareholders of the same powers, provided that
these by-laws may not be amended, altered, repealed and no additional provisions
may be adopted, except upon the affirmative vote of the holders of not less than
seventy-five percent (75%) of the outstanding shares of capital stock of the
corporation entitled to vote thereon.  Notwithstanding  the foregoing,  any
provision of these by-laws that contains a supermajority voting requirement
shall only be altered, amended, rescinded, or repealed by a vote of the board of
directors or holders of capital stock entitled to vote thereon that is not less
than the greater of seventy-five percent (75%) or the supermajority specified in
such provision.
                                       18