Exhibit 3.2 -    By-laws of Registrant



<PAGE>     Exhibit 3.2 - Pg. 1


                                     BYLAWS
                                       OF

                                    IAC, INC.
                                    ---------
                              A Nevada Corporation


                                    ARTICLE I
                                    ---------

                                     Offices

     Section 1. The registered office of this corporation shall be in the
County of Clark, State of Nevada.

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

                                   ARTICLE II
                                   ----------

                            Meetings of Stockholders

     Section 1. All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.

     Section 2. Annual meetings of the stockholders, commencing with the
year 1995, shall be held on the 1st day of May each year if not a legal holiday
and, if a legal holiday, then on the next secular day following, or at such
other time as may be set by the Board of Directors from time to time, at which
the stockholders shall elect by vote a Board of Directors and transact such
other business as may properly be brought before the meeting.

     Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or the Secretary by resolution of
the Board of Directors or at the request in writing of stockholders owning a



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<PAGE>     Exhibit 3.2 - Pg. 2


majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.

     Section 4. Notices of meetings shall be in writing and signed by the
President or a Vice-President or the Secretary or an Assistant Secretary or by
such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the
time and the place, which may be within or without this State, where it is
to be held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stockholder of record entitled to
vote at such meeting not less than ten nor more than sixty days before such
meeting. If mailed, it shall be directed to a stockholder at his address as
it appears upon the records of the corporation and upon such mailing of any
such notice, the service thereof shall be complete and the time of the notice
shall begin to run from the date upon which such notice is deposited in the
mail for transmission to such tockholder. Personal delivery of any such
notice to any officer of a corporation or association, or to any member
of a partnership shall constitute delivery of such notice to such
corporation, association or partnership. In the event of the transfer
of stock after delivery of such notice of and prior to the holding of
the meeting it shall not be necessary to deliver or mail notice of the
meeting to the transferee.

     Section 5. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to



                                   2


<PAGE>     Exhibit 3.2 - Pg. 3



vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the
meeting as originally notified.

     Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall be sufficient to elect directors or to
decide any question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such question.

     Section 8. Each stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting shall be by ballot.

     Section 9. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate
two or more persons to act as proxies, a majority of such persons present
at the meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument
shall otherwise provide. No proxy or power of attorney to vote shall be
used to vote at a meeting of the stockholders unless it shall have been
filed with the secretary of the meeting when required by the inspectors
of election. All questions regarding the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be
decided by the inspectors of election who shall be appointed by the Board
of Directors, or if not so appointed, then by the presiding officer of
the meeting.



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<PAGE>     Exhibit 3.2 - Pg. 4


    Section 10. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorized by
the written consent of stockholders holding at least a majority of the
voting power, unless the provisions of the statutes or of the Articles
of Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of
written consents shall be required.

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

                                    Directors

     Section 1. The business of the corporation shall, be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.

     Section 2. The number of directors which shall constitute the whole
board shall be three (3). The number of directors may from time to time be
increased or decreased to not less than one nor more than fifteen by action of
the Board of Directors. The directors shall be elected at the annual meeting of
the stockholders and except as provided in Section 2 of this Article, each
director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.

     Section 3. Vacancies in the Board of Directors including those caused
by an increase in the number of directors, may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor
is elected at an annual or a special meeting of the stockholders. The
holders of a two-thirds of the outstanding shares of stock entitled to
vote may at any time peremptorily terminate the term of office of all
or any of the directors by vote at a meeting called for such purpose
or by a written statement filed with the secretary or,



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<PAGE>     Exhibit 3.2 - Pg. 5


in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors resulting therefrom shall be filled
only by the stockholders.

         A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors
are elected to elect the full authorized number of directors to be voted for at
that meeting.

         The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.

         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

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

                       Meetings of the Board of Directors

         Section 1. Regular meetings of the Board of Directors shall be held at
any place within or without the State which has been designated from time to
time by resolution of the Board or by written consent of all members of the
Board. In the absence of such designation regular meetings shall be held at the
registered office of the corporation. Special meetings of the Board may be held
either at a place so designated or at the registered office.

         Section 2. The first meeting of each newly elected Board of Directors
shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be




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<PAGE>     Exhibit 3.2 - Pg. 6


necessary to the directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.

         Section 3. Regular meetings of the Board of Directors may be held
without call or notice at such time and at such place as shall from time to
time be fixed and determined by the Board of Directors.

         Section 4. Special meetings of the Board of Directors may be called by
the Chairman or the President or by any Vice-President or by any two directors.

         Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States
mail or delivered to the telegraph company at least forty-eight (48) hours
prior to the time of the holding of the meeting. In case such notice is
delivered as above provided, it shall be so delivered at least twenty-four
(24) hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.

     Section 5. Notice of the time and place of holding an adjourned meeting
need not be given to the absent directors if the time and place be fixed at the
meeting adjourned.

     Section 6. The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present, and




                                    6


<PAGE>     Exhibit 3.2 - Pg. 7


if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an
approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes
of the meeting.

     Section 7. A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of directors, unless a
greater number be required by law or by the Articles of Incorporation. Any
action of a majority, although not at a regularly called meeting, and the
record thereof, if assented to in writing by all of the other members of
the Board shall be as valid and effective in all respects as if passed by
the Board in regular meeting.

     Section 8. A quorum of the directors may adjourn any directors meeting
to meet again at a stated day and hour; provided, however, that in the absence
of a quorum, a majority of the directors present at any directors meeting,
either regular or special, may adjourn from time to time until the time fixed
for the next regular meeting of the Board.

                                    ARTICLE V
                                    ---------

                             Committees of Directors

     Section 1. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees of the Board of
Directors, each committee to consist of two or more of the directors of the
corporation which, to the extent provided in the resolution, shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the corporation and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by the Board of Directors. The members of any such committee present at



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<PAGE>     Exhibit 3.2 - Pg. 8


any meeting and not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or
disqualified member. At meetings of such committees, a majority of the
members or alternate members shall constitute a quorum for the transaction of
business, and the act of a majority of the members or alternate members at
any meeting at which there is a quorum shall be the act of the committee.

     Section 2. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.

     Section 3. 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 a written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

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

                            Compensation of Directors

    Section 1. The directors may be paid their expenses of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.

                                   ARTICLE VII
                                   -----------

                                     Notices

     Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.



                                    8


<PAGE>     Exhibit 3.2 - Pg. 9


    Section 2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of
notice or of such consent, provided a quorum was present at such meeting,
the proceedings of said meeting may be ratified and approved and rendered
likewise valid and the irregularity or defect therein waived by a writing
signed by all parties having the right to vote at such meeting; and such
consent or approval of stockholders may be by proxy or attorney, but all
such proxies and powers of attorney must be in writing.

     Section 3. Whenever any notice whatever is required to be given under
the provisions of the statutes, of the Articles of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

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

                                    Officers

     Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a President, a Secretary and a Treasurer. Any person
may hold two or more offices.

    Section 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board who shall
be a director, and shall choose a President, a Secretary and a Treasurer, none
of whom need be directors.



                                    9


<PAGE>     Exhibit 3.2 - Pg. 10


     Section 3. The Board of Directors may appoint a Vice-Chairman of the
Board, Vice-Presidents and one or more Assistant Secretaries and Assistant
Treasurers and such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

     Section 4. The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.

     Section 5. The officers of the corporation shall hold office at the
pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

    Section 6. The Chairman of the Board shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

     Section 7. The Vice-Chairman shall, in the absence or disability of
the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.

     Section 8. The President shall be the chief executive officer of the
corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all
instruments requiring such execution except to the extent the
signing and execution thereof shall be expressly designated by the
Board of Directors to some other officer or agent of the corporation.



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<PAGE>     Exhibit 3.2 - Pg. 11


     Section 9. The Vice-President shall act under the direction of the
President and in the absence or disability of the President shall perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors
may from time to time prescribe. The Board of Directors may designate one or
more Executive Vice-Presidents or may otherwise specify the order of seniority
of the Vice-Presidents. The duties and powers of the President shall descend
to the Vice-Presidents in such specified order of seniority.

     Section 10. The Secretary shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.

     Section 11. The Assistant Secretaries shall act under the direction of
the President. In order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary.
They shall perform such other duties and have such other powers as the
President or the Board of Directors may from time to time prescribe.
         Section 12. The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such




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<PAGE>     Exhibit 3.2 - Pg. 12


disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

     Section 13. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 14. The Assistant Treasurer in the order of their seniority,
unless otherwise determined by the President or the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.

                                ARTICLE IX
                                ----------

                          Certificates of Stock

     Section 1. Every stockholder shall be entitled to have a certificate
signed by the President or a Vice-President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.


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<PAGE>     Exhibit 3.2 - Pg. 13


     Section 2. If a certificate is signed (a) by a transfer agent other
than the corporation or its employees or (2) by a registrar other than the
corporation or its employees, the signatures of the officers of the corporation
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall cease to be such officer
before such certificate is issued, such certificate may be issued with the same
effect as though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.

     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost 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 or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.

     Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer and ownership
of shares have been complied with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

     Section 5. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the



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<PAGE>     Exhibit 3.2 - Pg. 14


date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for the
determination of the stockholders entitled to notice of and to vote at any such
meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to give such consent, and in such case, such stockholders,
and only such stockholders as shall be stockholders of record on the date so
fixed, shall be entitled to notice of and to vote at such meeting, or any
adjournment thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, or to give such consent,
as the case may be, notwithstanding any transfer of any stock on the books
of the corporation after any such record date fixed as aforesaid.

     Section 6. The corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for
all purposes including voting and dividends, and 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, except as otherwise provided by
the laws of Nevada.

                                    ARTICLE X
                                    ---------

                               General Provisions

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

     Section 2. 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



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<PAGE>     Exhibit 3.2 - Pg. 15


reserve or reserves to meet contingencies, or for equalizing dividends or for
repairing or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

     Section 5. The corporation may or may not have a corporate seal, as may
from time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.


                                   ARTICLE XI
                                   ----------

                                 Indemnification

         Every person who was or is 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, by reason of the fact that he or a person of
whom he 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 or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the General Corporation Law of the State of Nevada from
time to time against all expenses, liability and loss (including attorneys'
fees, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him



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<PAGE>     Exhibit 3.2 - Pg. 16


in connection therewith. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. Such right of indemnification shall be a contract right which
may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any bylaw, agreement,
vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.

         The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the corporation would have the power to
indemnify such person.

         The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at
all times the fullest indemnification permitted by the General Corporation
Law of the State of Nevada.

                                   ARTICLE XII
                                   -----------

                                   Amendments

     Section 1. The Bylaws may be amended by a majority vote of all the
stock issued and outstanding and entitled to vote at any annual or special



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<PAGE>     Exhibit 3.2 - Pg. 17


meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.

     Section 2. The Board of Directors by a majority vote of the whole Board
at any meeting may amend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time specify particular
provisions of the Bylaws which shall not be amended by the Board of Directors.


         APPROVED AND ADOPTED this 6th day of February, 1995.



                                                XXXXXXXXXXXXXXXXXXXXX
                                                -----------------------
                                                Secretary



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<PAGE>     Exhibit 3.2 - Pg. 18


                            CERTIFICATE OF SECRETARY
                            ------------------------

         I hereby certify that I am the Secretary of ____________________, and
that the foregoing Bylaws, consisting of _____________ pages, constitute the
code of Bylaws of _______________, as duly adopted at a regular meeting of the
Board of Directors of the corporation held __________________ 19__.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this
_____________ day of __________________, 19__.



                                                      -------------------------
                                                      Secretary


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<PAGE>     Exhibit 3.2 - Pg. 19