BYLAWS OF
                          DUNES HOTELS AND CASINOS INC.


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       <S>                                                                                 <C>

                           BYLAWS OF DUNES HOTELS AND CASINOS INC.

        ARTICLE I - SHAREHOLDERS.............................................................1
               1.     ANNUAL MEETINGS........................................................1
               2.     SPECIAL MEETINGS.......................................................1
               3.     PLACE OF MEETINGS......................................................1
               4.     NOTICE OF MEETINGS.....................................................1
               5.     RECORD DATE............................................................2
               6.     MEANING OF CERTAIN TERMS...............................................2
               7.     QUORUM.................................................................2
               8.     NOTICE OF SHAREHOLDER BUSINESS AT ANNUAL MEETING.......................3
               9.     SHAREHOLDER LIST AND CHALLENGE.........................................3
               10.    PROXY REPRESENTATION...................................................4
               11.    INSPECTORS.............................................................4
               12.    SHAREHOLDER ACTION WITHOUT MEETINGS....................................4

        ARTICLE II - BOARD OF DIRECTORS......................................................5
               1.     NUMBER AND QUALIFICATIONS..............................................5
               2.     ELECTION AND TERM......................................................5
               3.     NOMINATION AND NOTIFICATION OF NOMINATION..............................5
               4.     REGULAR MEETINGS.......................................................6
               5.     SPECIAL MEETINGS.......................................................6
               6.     PLACE OF MEETING.......................................................6
               7.     QUORUM AND VOTE........................................................6
               8.     VACANCIES..............................................................6
               9.     REMOVAL OF DIRECTORS...................................................7
               10.    FEES AND COMPENSATION..................................................7
               11.    WRITTEN ACTION.........................................................7
               12.    COMMITTEES.............................................................7

        ARTICLE III - OFFICERS...............................................................7
               1.     TITLES AND GENERAL.....................................................7
               2.     CHAIRMAN OF THE BOARD..................................................8
               3.     PRESIDENT..............................................................8
               4.     VICE PRESIDENTS........................................................8
               5.     TREASURE...............................................................8
               6.     SECRETARY..............................................................8
               7.     SALARIES...............................................................9

        ARTICLE IV - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS.......................9
               1.     GENERAL................................................................9
               2.     OTHER PERSONS.........................................................10
               3.     ADVANCEMENT OF FUNDS..................................................10


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               4.     SERVICE OF ANOTHER CORPORATION........................................10
               5.     APPLICABLE LAW........................................................10
               6.     CONTRACTUAL RIGHTS....................................................10
               7.     REMEDIES..............................................................11
               8.     OTHER.................................................................11

        ARTICLE V - SEAL....................................................................11
               1.     CORPORATE SEAL........................................................11

        ARTICLE VI - SHARES OF STOCK........................................................11
               1.     SHARE CERTIFICATES....................................................11
               2.     TRANSFER OF SHARE.....................................................11
               3.     LOST OR DESTROYED CERTIFICATE.........................................12

        ARTICLE VII - MISCELLANEOUS.........................................................12
               1.     CHECKS................................................................12
               2.     AMENDMENT OF BYLAWS...................................................12
               3.     FISCAL YEAR...........................................................12

</TABLE>

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                            ARTICLE I - SHAREHOLDERS


        1. ANNUAL MEETINGS. The annual meetings of stockholders shall be held on
such  date or time  as may be  determined  from  time  to time by the  Board  of
Directors (the "Board"). At such meetings,  directors shall be elected,  reports
of the affairs of the  Corporation  shall be considered,  and any other business
may be transacted which is within the powers of the stockholders.

        2. SPECIAL MEETINGS. Special meetings of the shareholders,  except those
regulated  otherwise by statute,  may be called at any time by the Board,  or by
any person or  committee  expressly so  authorized  by the Board and by no other
person or persons.

        3. PLACE OF  MEETINGS.  Meetings of  shareholders  shall be held at such
place within or without the State of New York as shall be  determined  from time
to time by the Board  or, in the case of  special  meetings,  by such  person or
persons as may be authorized to call a meeting.  The place in which each meeting
is to be held shall be specified in the notice of such meeting.

        4. NOTICE OF MEETINGS.  Written  notice of all  meetings  shall be give,
stating the place,  date and hour of the  meeting,  and unless this is an annual
meeting, indicating that it is being issued by or at the direction of the person
or persons calling the meeting. The notice of an annual meeting shall state that
the meeting is called for the election of directors and for the  transaction  of
other  business  which may properly  come before the meeting,  and shall (if any
other  action  which could be taken at a special  meeting is to be taken at such
annual meeting) state the purpose or purposes. Notice of a special meeting shall
in all instances  state the purpose or purposes for which the meeting is called;
and at any such meeting only such business may be transacted which is related to
the purpose or purposes set forth in the notice.  If the directors  shall adopt,
amend,  or repeal a Bylaw  regulating an impending  election of  directors,  the
notice  of the  next  meeting  for  election  of  directors  shall  contain  the
statements  prescribed by Section 601(b) of the Business Corporation Law. If, at
any meeting,  any action is proposed to be taken which would, if taken,  entitle
shareholders  fulfilling  the  requirements  of  Section  623  of  the  Business
Corporation  Law to receive  payment  for their  shares  pursuant  to  statutory
provisions  the notice  must  include a  statement  of that  purpose and to that
effect  and  shall  be  accompanied  by a copy of  Section  623 of the  Business
Corporation Law or an outline of its material terms. A copy of the notice of any
meeting shall be given,  personally  or by first class mail,  not fewer than ten
days and not more than forty days  before  the date of the  meeting,  unless the
lapse  of the  prescribed  period  of  time  shall  have  been  waived,  to each
shareholder  at his record  address or at such other  address  which he may have
furnished by request in writing to the Secretary of the corporation.  In lieu of
giving a copy of such notice  personally or by first class mail as aforesaid,  a
copy of such notice may be given by third class mail not fewer than  twenty-four
nor more than forty days before the date of the meeting. Notice by mail shall be
deemed to be given when  deposited in the United States mail,  postage  prepaid,
directed to the shareholder at his address as it appears in the record of

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shareholders  unless he shall have filed with the Secretary of the corporation a
written  request  that  notices  intended  for him shall be mailed to some other
address,  in which case it shall be directed to him at such other address.  If a
meeting is adjourned to another time or place,  and, if any  announcement of the
adjourned  time or place is made at the  meeting,  it shall not be  necessary to
give notice of the adjourned  meeting unless the directors,  after  adjournment,
fix a new record date for the adjourned meeting.

        5. 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 may fix, in advance,  a date as the record date for
any such  determination of shareholders.  Such date shall not be more than forty
nor less than ten days before the date of such meeting, nor more than forty days
prior to any other action.  If no record date is fixed,  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 notice is waived,  at the close of  business on
the business day next preceding the day on which the meeting is held; the record
date for determining  shareholders  for any purpose other than that specified in
the  preceding  clause shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination of
shareholders  of  record  entitled  to notice  of or to vote at any  meeting  of
shareholders  has been made as provided in this  paragraph,  such  determination
shall apply to any adjournment  thereof,  unless directors fix a new record date
under this paragraph for the adjourned meeting.

        6. MEANING OF CERTAIN  TERMS.  As used herein in respect of the right to
notice of meetings of shareholders or a waiver thereof or to participate or vote
thereat or to consent or dissent in writing in lieu of meeting,  as the case may
be, the term "share" or "shares" or "shareholder" or "shareholders" refers to an
outstanding  share or shares and to a holder or holders of record of outstanding
shares when the corporation is authorized to issue only one class of shares, and
said reference is also intended to include any  outstanding  share or shares and
any holder or holders of record of outstanding shares of any class upon which or
upon whom the Certificate of  Incorporation  confers such rights where there are
two or more  classes or series of shares or upon which or upon whom the Business
Corporation  Law confers such rights  notwithstanding  that the  Certificate  of
Incorporation  may provide  for more than one class or series of shares,  one or
more of which are limited or denied such rights thereunder.

        7.  QUORUM.  Except for a special  election  of  directors  pursuant  to
Section 603(b) of the Business  Corporation  law, and except as herein otherwise
provided,  the holders of a majority of the votes of  outstanding  shares  shall
constitute  a  quorum  at a  meeting  of  shareholders  for the  transaction  of
business,  except as  otherwise  provided  by  statute,  by the  Certificate  of
Incorporation or by the Bylaws.  The shareholders  present in person or by proxy
and entitled to vote at any meeting, despite the absence of a quorum, shall have

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power to adjourn the meeting from time to time, to a designated  time and place,
without notice other than by announcement  at the meeting,  and at any adjourned
meeting any business may be  transacted  that might have been  transacted on the
original date of the meeting.  However, if after the adjournment the Board 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  notice on the new
record date.

        8.     NOTICE OF SHAREHOLDER BUSINESS AT ANNUAL MEETING. At an
annual meeting of  shareholders,  only such business shall be conducted as shall
have been brought  before the meeting (a) by or at the direction of the Board or
(b)  by  any  shareholder  of the  corporation  who  complies  with  the  notice
procedures  set forth in this  Section 8. For  business to be  properly  brought
before an annual  meeting  by a  shareholder,  the  shareholder  must have given
timely  notice  thereof in writing to the  Secretary of the  corporation.  To be
timely,  a  shareholder's  notice must be delivered to or mailed and received at
the principal  executive offices of the corporation not less than forty days nor
more than sixty days prior to the meeting; PROVIDED,  HOWEVER, that in the event
that less than thirty days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the tenth day following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public disclosure was made.

        A  shareholder's  notice  to the  Secretary  shall  set forth as to each
matter the  shareholder  proposes to bring before the annual meeting (a) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the shareholder proposing
such business,  (c) the class and number of shares of the corporation  which are
beneficially  owned by the  shareholder  and (d) any  material  interest  of the
shareholder  in such business.  Notwithstanding  anything in these Bylaws to the
contrary,  no  business  shall be  conducted  at an  annual  meeting  except  in
accordance  with the  procedures  set forth in this  Section 8, and  Article II,
Section 3 of these Bylaws. The Chairman of an annual meeting shall, if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought before the meeting in accordance  with the provisions of this Section 8,
and Article II,  Section 3 of these Bylaws,  and if he should so  determine,  he
shall so declare to the  meeting  and any such  business  not  properly  brought
before the meeting shall not be transacted.

        9.  SHAREHOLDER  LIST AND CHALLENGE.  A list of  shareholders  as of the
record date,  certified by the  Secretary or other officer  responsible  for its
preparation or by the transfer  agent,  if any, shall be produced at any meeting
of shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged,  the inspectors of election,  if
any, or the person presiding thereat, shall require such list of shareholders to
be produced as evidence of the right of the persons  challenged  to vote at such
meeting,  and all persons who appear from such list to be shareholders  entitled
to vote thereat may vote at such meeting.

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        10.  PROXY  REPRESENTATION.  Every  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
such  shareholder by proxy.  Such  authorization  may be accomplished by (a) the
shareholder or such  shareholder's  authorized  officer,  director,  employee or
agent  executing a writing or causing his or her signature to be affixed to such
writing  by  any  reasonable  means,  including  facsimile  signature  or (b) by
transmitting or authorizing the transmission of a telegram,  cablegram, or other
means of  electronic  transmission  to the intended  holder of the proxy or to a
proxy solicitation  firm, proxy support service  organization or like agent duly
authorized by the intended proxy holder to receive such transmission;  provided,
that any such telegram, cablegram or other means of electronic transmission must
either  set  forth  or be  accompanied  by  information  from  which  it  can be
determined that the telegram,  cablegram or other  electronic  transmission  was
authorized by the shareholder. If it is determined that such telegram, cablegram
or other electronic  transmission is valid, the inspectors,  or, if there are no
inspectors,  such other  persons  making that  determination  shall  specify the
information upon which they relied.

        Any copy, facsimile  telecommunication or other reliable reproduction of
the writing or transmission  created pursuant to this section may be substituted
or used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy,  facsimile  telecommunication  or other  reproduction  shall be a complete
reproduction of the entire original writing or transmission.

        A validly  executed  proxy  that does not state  that it is  irrevocable
shall  continue  in full  force and  effect  unless  (i)  revoked  by the person
executing  it by a writing  delivered  to the  Corporation  prior to the meeting
stating that the proxy is revoked,  or if in  attendance  at the  meeting,  by a
writing  delivered to the  Secretary  of the meeting  prior to the voting of the
proxy, or by a subsequent proxy executed by the same person and delivered to the
Corporation prior to the meeting or to the Secretary of the meeting prior to the
voting of the proxy;  or (ii) written  notice of the death or  incapacity of the
maker of that proxy is received by the  Corporation  before the vote pursuant to
that proxy is counted; provided, however, that no proxy shall be valid after the
expiration  of eleven (11) months from the date of the proxy,  unless  otherwise
provided in the proxy.  A duly executed  proxy shall be irrevocable 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.  A proxy may be
irrevocable  regardless  of whether the interest  with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.

        11. INSPECTORS.  Inspectors may be appointed in the manner prescribed by
the provisions of Section 610 of the Business  Corporation  Law, but need not be
appointed except as otherwise required by those provisions.

        12.    SHAREHOLDER ACTION WITHOUT MEETINGS.  Whenever under the
provisions  of  the  Business  Corporation  Law  shareholders  are  required  or
permitted to take any action by vote, such action may be taken without a meeting
on written consent,  signed by the holders of outstanding shares having not less

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than the minimum  number of votes 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,  in  accordance  with the  provisions  of Section 615 of the
Business Corporation Law.

                               ARTICLE II - BOARD OF DIRECTORS

        1. NUMBER AND  QUALIFICATIONS.  The business of the corporation shall be
managed by its Board.  The number of  directors  constituting  the entire  Board
shall be not less than three nor more than fifteen,  as shall be fixed from time
to time by vote of a majority of the entire  Board.  Each  director  shall be at
least  18 years  of age.  Directors  need not be  shareholders.  The  number  of
directors  may be increased or  decreased  by action of  shareholders  or of the
directors,  provided that any action of the directors to effect such increase or
decrease  shall require the vote of a majority of the entire Board.  No decrease
shall shorten the term of any incumbent director.

        2. ELECTION AND TERM. At each annual meeting of shareholders,  directors
shall be  elected  by a  plurality  of the votes to hold  office  until the next
annual meeting.  Subject to the provisions of the statute, of the Certificate of
Incorporation and of the Bylaws, each director shall be elected to serve for one
year and until his successor has been elected and qualified.

        3. NOMINATION AND  NOTIFICATION OF NOMINATION.  Subject to the rights of
holders  of any class or series of stock  having a  preference  over the  Common
Stock as to  dividends  or upon  liquidation,  nominations  for the  election of
directors may be made by the Board or to any committee appointed by the Board or
by any  shareholder  entitled to vote in the  election of  directors  generally.
However, any shareholder entitled to vote in the election of directors generally
may  nominate one or more persons for election as directors at a meeting only if
written  notice  of  such  shareholder's  intent  to  make  such  nomination  or
nominations  has been  given,  either by personal  delivery or by United  States
mail,  postage  prepaid,  to the Secretary of the corporation not later than (i)
with  respect to an  election  to be held at an annual  meeting of  shareholders
ninety days in advance of such meeting,  and (ii) with respect to an election to
be held at a special meeting of shareholders for the election of directors,  the
close of business on the seventh day  following the date on which notice of such
meeting is first given to  shareholders.  Each such notice shall set forth:  (a)
the name and address of the  shareholder  who intends to make the nomination and
of the  person  or  persons  to be  nominated;  (b) a  representation  that  the
shareholder is a holder of record of stock of the  corporation  entitled to vote
at such  meeting  and  intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings  between the shareholder and each nominee and any
other person or persons  (naming  such person or persons)  pursuant to which the
nomination  or  nominations  are to be made by the  shareholder;  (d) 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,  had the nominee been nominated,  or
intended to be nominated,  by the Board;  and (e) the consent of each nominee to

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serve as a director  of the  corporation  if so  elected.  At the request of the
Board,  any person  nominated  by the Board for  election  as a  director  shall
furnish to the Secretary of the corporation that information  required to be set
forth in a shareholder's  notice of nomination which pertains to the nominee. No
person shall be eligible for  election as a director of the  corporation  unless
nominated in  accordance  with the  procedures  set forth in these  Bylaws.  The
Chairman of the meeting shall,  if the facts  warrant,  determine and declare to
the meeting that a nomination  was not made in  accordance  with the  procedures
prescribed by these Bylaws,  and if he should so determine,  he shall so declare
to the meeting and the defective nomination shall be disregarded.

        4. REGULAR  MEETINGS.  Regular meetings of the Board may be held without
notice at such places and times as may be fixed from time to time by  resolution
of the  Board  and a  regular  meeting  for  the  purpose  of  organization  and
transaction of other  business shall be held each year after the  adjournment of
the annual meeting of shareholders.

        5.  SPECIAL  MEETINGS.  The Chairman of the Board,  the Chief  Executive
Officer,  the President,  the Senior Vice Chairman or any Vice Chairman may, and
at the request of three  directors  shall,  call a special meeting of the Board,
two days' notice of which shall be given in person or by mail, telegraph, radio,
telephone  or  cable.  Notice  of a  special  meeting  need  not be given to any
director  who  submits a signed  waiver of  notice  whether  before or after the
meeting, or who attends the meeting without protesting,  prior thereto or at its
commencement, the lack of notice to him.

        6. PLACE OF MEETING. The directors may hold their meetings,  have one or
more offices,  and keep the books of the corporation  (except as may be provided
by law) at any place,  either  within or without the State of New York,  as they
may from time to time determine.

        7.  QUORUM AND VOTE.  At all  meetings  of the Board the  presence  of a
majority of the entire Board shall  constitute a quorum for the  transaction  of
business.  Any one or more members of the Board or of any committee  thereof may
participate  in a meeting  of the  Board or a  committee  thereof  by means of a
conference  telephone  or  similar  communications  equipment  which  allows all
persons  participating  in the  meeting  to hear  each  other at the same  time.
Participation  by such  means  shall  constitute  presence  in  person at such a
meeting.  The vote of a  majority  of the  directors  present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board, except
as may be otherwise provided by statute or these Bylaws.

        8. VACANCIES. Newly created directorships resulting from increase in the
number of directors and vacancies in the Board,  whether caused by  resignation,
death,  removal  or  otherwise,  may be  filled  by  vote of a  majority  of the
directors then in office, although less than a quorum exists.

        9.     REMOVAL OF DIRECTORS.  Any or all of the directors may be removed
for cause or without cause by the shareholders. One or more of the directors may
be removed for cause by the Board.

<PAGE>

        10. FEES AND  COMPENSATION.  Directors  shall receive  compensation  for
their services as directors, as fixed by resolution of the Board. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
Corporation in any other capacity, as an officer,  agent, employee or otherwise,
from receiving compensation therefor.

        11. WRITTEN ACTION.  Any action required or permitted to be taken by the
Board under the Business  Corporation  Law may be taken without a meeting if all
members of the Board  individually  or  collectively  consent in writing to such
action. Such consent or consents shall be filed with the minutes of the meetings
of the Board.

        12.  COMMITTEES.  The Board, by resolution  adopted by a majority of the
entire Board,  may designate from among its members an Executive  Committee,  an
Audit  Committee,  and any  other  committees,  each  consisting  of one or more
directors.  Each  such  committee,  subject  to  Section  712  of  the  Business
Corporation  Law, and to the extent  provided in the  resolution  or the Bylaws,
shall have all the authority of the Board,  except that no such committee  shall
have authority as to:

     (i)  the submission to shareholders of any action as to which shareholders'
          authorization is required by law;

     (ii) the filling of vacancies in the Board or any committee;

    (iii) the fixing of  compensation  of directors  for serving on the Board or
          on any committee;

     (iv) the amendment or appeal of the Bylaws,  or the adoption of new Bylaws;
          or

     (v)  the  amendment or repeal of any  resolution  of the Board which by its
          terms shall not be so amendable or repealable;

                             ARTICLE III - OFFICERS

        1. TITLES AND  GENERAL.  The Board shall elect from among their number a
Chairman of the Board, a President,  one or more Vice Chairmen, one or more Vice
Presidents, a Secretary and a Treasurer, who need not be directors. The officers
of the corporation may also include such other officers or assistant officers as
shall from time to time be elected or  appointed  by the Board.  The Chairman of
the Board or the President or, in their  absence,  any Vice  Chairman,  may from
time to time appoint assistant officers.  When all of the issued and outstanding
shares of the Corporation  are owned by one person,  such person may hold all or
any combination of offices.

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        Unless otherwise  provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board following the next
annual meeting of shareholders and until his successor has been elected or
appointed and qualified.

        All officers  shall hold office at the  pleasure of the Board.  Officers
shall have the powers and duties defined in the resolutions appointing them.

        2.  CHAIRMAN  OF THE BOARD.  The  Chairman of the Board shall be a Chief
Executive  Officer and shall preside at all meetings of the  shareholders and of
the Board.  Subject to the Board,  he shall  exercise all the powers and perform
all the duties  usual to such office and shall have such other  powers as may be
prescribed  by the  Board or the  Executive  Committee  or  vested in him by the
Bylaws.

        3.  PRESIDENT.  The  Chairman  of  the  Board  or,  in  his  absence  or
incapacity,  the  President  shall,  perform  the duties of the  Chairman of the
Board,  and when so acting,  shall have all the powers of, and be subject to all
the  restrictions  upon, the Chairman of the Board.  The President shall perform
such other  duties and have such other powers as the Board may from time to time
prescribe.

        4. VICE  PRESIDENTS.  In the absence or  disability of the President and
the Vice  Presidents  in order of their rank as fixed by the Board shall perform
all 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.  Each  Vice
President  shall have such other  powers and shall  perform such other duties as
from time to time may be prescribed  for him by the Board or these  Bylaws,  and
the President.

        5. TREASURER.  The treasurer  shall perform all the duties  customary to
that office and except as may be otherwise  provided by the Board shall have the
general  supervision of the books of account of the  corporation  and shall also
perform such other duties and have such powers as may be  prescribed or assigned
to him from time to time by the Board of Directors,  the Executive Committee, or
these Bylaws.

        6.  SECRETARY.  The Secretary  shall keep the minutes of the meetings of
the Board and of the  shareholders and shall have the custody of the seal of the
corporation.  He shall perform all other duties usual to that office,  and shall
also  perform  such other  duties and have such powers as may be  prescribed  or
assigned to him from time to time by the Board,  the  Executive  Committee,  the
Chairman of the Board, or these Bylaws.

        The Secretary  shall keep, or cause to be kept, at the principal  office
or at the office of the  Corporation's  transfer  agent,  a share  register or a
duplicate  share  register  showing  the  names of the  stockholders  and  their
addresses,  the number and  classes of shares  held by each,  the number and the
date  of  certificates  issued  for  the  same,  and  the  number  and  date  of
cancellation of every certificate surrendered for cancellation.

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        The Secretary  shall  prepare,  or cause to be prepared and furnished to
shareholders  entitled  thereto any special  financial  notice and/or  financial
statement,  as the case may be,  which may be required by any  provision of law,
and which more specifically, may be required by Section 511, 515, 516, 517, 519,
and 520 of the Business Corporation Law.

        7.  SALARIES.  Salaries of officers  and other  persons  employed by the
Corporation  shall be fixed  periodically  by the  Board  or  established  under
agreement  with the officers or such persons  approved by the Board.  No officer
shall be prevented  from  receiving this salary because he is also a director of
the Corporation.

         ARTICLE IV - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

        1. GENERAL.  The corporation  shall, to the fullest extent  permitted by
Section 721 of the Business Corporation Law, and consistent with the Certificate
of  Incorporation,  indemnify each director or officer of the corporation who is
or was made,  or  threatened  to be made,  a party to an  action or  proceeding,
whether civil or criminal,  whether  involving  any actual or alleged  breach of
duty,  neglect  or  error,  any   accountability,   or  any  actual  or  alleged
misstatement,  misleading statement or other act or omission and whether brought
or  threatened in any court or  administrative  or  legislative  body or agency,
including an action by or in the right of the  corporation to procure a judgment
in its favor and an  action by or in the right of any other  corporation  of any
type or kind,  domestic or foreign,  or any partnership,  joint venture,  trust,
employee benefit plan or other enterprise,  which any director or officer of the
corporation  is  serving  or  served  in  any  capacity  at the  request  of the
corporation by reason of the fact that he, his testator or intestate,  is or was
a director  or officer of the  corporation,  or is serving or served  such other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  in  any  capacity,   against  judgments,   fines,  amounts  paid  in
settlement,  and costs, charges and expenses,  including attorneys' fees, or any
appeal therein; provided,  however, that no indemnification shall be provided to
any such  person  if a  judgment  or other  final  adjudication  adverse  to the
director or officer establishes that (i) his acts were committed in bad faith or
were the result of active and deliberate  dishonesty  and, in either case,  were
material to the cause of action so adjudicated,  or (ii) he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.

        2. OTHER PERSONS.  The  corporation may indemnify any person to whom the
corporation  is  permitted  to provide  indemnification  or the  advancement  of
expenses by applicable law,  whether  pursuant to rights granted pursuant to, or
provided by, the New York Business  Corporation  Law or other rights  created by
(i) a resolution of  shareholders,  (ii) a resolution of directors,  or (iii) an
agreement providing for such  indemnification,  it being expressly intended that
these Bylaws authorize the creation of other rights in any such manner.

        3.  ADVANCEMENT  OF FUNDS.  The  corporation  shall,  from time to time,
reimburse  or advance to any person  referred to in Section 1 of this Article IV
the funds necessary for payment of expenses, including attorneys' fees, incurred
in  connection  with any action or  proceeding  referred to in Section 1 of this

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Article, upon receipt of a written undertaking by or on behalf of such person to
repay such  amount(s) if a judgment or other final  adjudication  adverse to the
director or officer establishes that (i) his acts were committed in bad faith or
were the result of active and deliberate  dishonesty  and, in either case,  were
material to the cause of action so adjudicated,  or (ii) he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.

        4.  SERVICE  OF  ANOTHER  CORPORATION.  Any  director  or officer of the
corporation serving (i) another  corporation,  of which a majority of the shares
entitled to vote in the election of its directors is held directly or indirectly
by the corporation,  or (ii) any employee benefit plan of the corporation or any
corporation  referred to in clause (i),  in any  capacity  shall be deemed to be
doing so at the request of the  corporation.  In all other cases, the provisions
of this Section 4 will apply (x) only if the person serving another  corporation
or any  partnership,  joint  venture,  trust,  employee  benefit  plan or  other
enterprise so served at the specific request of the corporation,  evidenced by a
written  communication  signed by the Chairman of the Board, the Chief Executive
Officer, the President,  or any Vice Chairman, and (y) only if and to the extent
that,  after  making  such  efforts  as the  Chairman  of the  Board , the Chief
Executive  Officer,  or the President shall deem adequate in the  circumstances,
such person shall be unable to obtain indemnification from such other enterprise
or its insurer.

        5.  APPLICABLE  LAW.  Any person  entitled to be  indemnified  or to the
reimbursement  or  advancement of expenses as a matter of right pursuant to this
Article IV may elect to have the right to  indemnification  (or  advancement  of
expenses)  interpreted  on the basis of the applicable law in effect at the time
of the  occurrence  of the  event  or  events  giving  rise  to  the  action  or
proceeding,  to the extent  permitted by law, or on the basis of the  applicable
law in effect at the time indemnification is sought.

        6.  CONTRACTUAL   RIGHTS.   The  right  to  be  indemnified  or  to  the
reimbursement  or advancement of expenses  pursuant to Section 4 of this Article
IV (i) is a contract  right  pursuant to which the person  entitled  thereto may
bring suit as if the  provisions  hereof  were set forth in a  separate  written
contract  between the corporation and the director or officer,  (ii) is intended
to be retroactive and shall be available with respect to events  occurring prior
to the adoption  hereof,  and (iii) shall continue to exist after the rescission
or  restrictive  modification  hereof  with  respect to events  occurring  prior
thereto.

        7. REMEDIES.  If a request to be indemnified or for the reimbursement or
advancement of expenses  pursuant  hereto is not paid in full by the corporation
within thirty days after a written  claim has been received by the  corporation,
the claimant may at any time  thereafter  bring suit against the  corporation to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting  such
claim. Neither the failure of the corporation (including its Board,  independent
legal counsel,  or its  shareholders) to have made a determination  prior to the
commencement  of  such  action  that  indemnification  of  or  reimbursement  or
advancement of expenses to the claimant is proper in the  circumstances,  nor an

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actual determination by the corporation (including its Board,  independent legal
counsel,   or  its   shareholders)   that  the   claimant  is  not  entitled  to
indemnification  or to the reimbursement or advancement of expenses,  shall be a
defense  to the  action  or create a  presumption  that the  claimant  is not so
entitled.

                                       ARTICLE V - SEAL

        1. CORPORATE SEAL. The corporate seal, if any, shall contain the name of
the  corporation  and the year and state of its  incorporation.  The seal may be
altered from time to time at the discretion of the Board.

                                 ARTICLE VI - SHARES OF STOCK

        1. SHARE  CERTIFICATES.  The  certificates for shares of the corporation
shall be in such form as shall be  approved  by the Board and shall be signed by
the Chairman of the Board, the Chief Executive  Officer,  the President,  or any
Vice Chairman, and the Secretary or an Assistant Secretary,  and shall be sealed
with the seal of the corporation or a facsimile  thereof.  The signatures of the
officers  upon  the   certificate  may  be  facsimiles  if  the  certificate  is
countersigned  by a transfer  agent or registered by a registrar  other than the
corporation itself or its employees.


        2.  TRANSFER  OF SHARES.  Subject  to the  provisions  of law,  upon the
surrender  to the  Corporation  of a  certificate  for shares  duly  endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.


        3. LOST OR DESTROYED  CERTIFICATE.  In the case of a lost,  destroyed or
mutilated certificate,  a new certificate may be issued therefor upon such terms
and indemnity to the Corporation as the Board may prescribe.

                                 ARTICLE VII - MISCELLANEOUS

        1.  CHECKS.  All  checks,  drafts or other  orders for payment of money,
notes or other  evidences of  indebtedness,  issued in the name of or payable to
the  Corporation,  shall be signed or  endorsed by such person or persons and in
such manner as from time to time shall be determined by resolution of the Board.

        2.     AMENDMENT OF BYLAWS. The Bylaws may be amended, repealed or added
to by vote of the  holders  of the  shares at the time  entitled  to vote in the
election  of any  directors.  The  Board  may also  amend,  repeal or add to the

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Bylaws,  but any Bylaws  adopted by the Board may be amended or  repealed by the
shareholders  entitled  to  vote  thereon  as  provided  herein.  If  any  Bylaw
regulating an impending election of director is adopted,  amended or repealed by
the  Board,  there  shall be set  forth in the  notice  of the next  meeting  of
shareholders  for the  election of directors  the Bylaws so adopted,  amended or
repealed, together with concise statement of the changes made.

        3. FISCAL YEAR.  The fiscal year shall begin the first day of January in
each year.


        WITNESS my hand and the seal of the Corporation.

Dated:
                                       /s/  BRENT BOWEN
                                           ---------------------------------
                                            Brent Bowen, Secretary