SYGNET WIRELESS, INC.

                               Code of Regulations


                                    ARTICLE I
                                     Offices

         Section 1. Principal Office. The principal office of the corporation
shall be at such place in Ohio as may be designated from time to time by the
Board of Directors. The present principal office of the Corporation is at 6550
Seville Drive, Suite B, Canfield, Ohio.

         Section 2. Other Offices. The corporation may also have offices at such
other places without, as well as within, the State of Ohio as the Board of
Directors may from time to time determine.


                                   ARTICLE II
                            Meetings of Shareholders

         Section 1. Annual Meetings. The annual meeting of the shareholders of
this corporation for the purpose of electing directors and transacting such
other business as may come before the meeting, shall be held on the fourth
Wednesday in April of each year, if not a legal holiday, but if a legal holiday,
then on the next business day following or at such other date and time as the
Board of Directors may determine.

         Section 2. Place of Meetings. Meetings of shareholders shall be held at
the principal office of the corporation unless the Board of Directors decides
that a meeting shall be held at some other place within or without the State of
Ohio and causes the notice thereof to so state.

         Section 3. Notice of Meetings. Unless waived, a written, printed or
typewritten notice of each annual or special meeting, stating the day, hour,
place and the purpose or purposes thereof, shall be served upon or mailed to
each shareholder of record entitled to vote or entitled to notice, not more than
sixty (60) days nor less than seven (7) days before any such meeting. If mailed,
it shall be directed to a shareholder at his or her address as the same appears
upon the records of the corporation.

         Section 4. Quorum. At any meeting of the shareholders, the holders of
Class A Common Stock, Class B Common Stock and Voting Preferred Stock entitling
them to exercise a majority of the voting power of the corporation, present in
person or represented by proxy, shall constitute a quorum.

         At any meeting at which a quorum is present, all questions and business
which shall come before the meeting shall be determined by the vote of the
holders of a majority of voting shares as are represented in person or by proxy,
except when a greater proportion is required by law or the Articles of
Incorporation.

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         At any meeting, whether a quorum is present or not, the holders of a
majority of the voting shares represented by shareholders present or by proxy
may adjourn from time to time and from place to place without notice other than
by announcement at the meeting. At any such adjourned meeting at which quorum is
present, any business may be transacted which might be transacted at the meeting
as originally notified or held.

         Section 5. Proxies. Any shareholder of record who is entitled to attend
a shareholders' meeting, or to vote thereat or to assent or give consents in
writing, shall be entitled to be represented at such meeting or to vote thereat
or to assent or give consents in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies appointed by a writing signed by such
shareholder, which need not be sealed, witnessed or acknowledged.

         Section 6. Voting.

                 6.01 Class A. At any meeting of shareholders, each Class A
shareholder of the corporation shall, except as otherwise provided by law or by
the Articles of Incorporation or by these Regulations, be entitled to one (1)
vote in person or by proxy for each Class A Share of the corporation registered
in his name on the books of the corporation (1) on the date fixed pursuant to
subparagraph (f) of Section 2 of Article IV of these Regulations as the record
date for the determination of shareholders entitled to vote at such meeting,
notwithstanding the prior or subsequent sale, or other disposal of such share or
shares or transfer of the same on the books of the corporation on or after the
date so fixed, or (2) if no such record date shall have been fixed, then at the
time of such meeting.

                 6.02 Class B. At any meeting of shareholders, each Class B
shareholder of the corporation shall, except as otherwise provided by law or by
the Articles of Incorporation or by these Regulations, be entitled to ten (10)
votes in person or by proxy for each Class B Share of the corporation registered
in his name on the books of the corporation (1) on the date fixed pursuant to
subparagraph (f) of Section 2 of Article IV of these Regulations as the record
date for the determination of shareholders entitled to vote at such meeting,
notwithstanding the prior or subsequent sale, or other disposal of such share or
shares or transfer of the same on the books of the corporation on or after the
date so fixed, or (2) if no such record date shall have been fixed, then at the
time of such meeting.

                 6.03 Preferred Stock. At any meeting of shareholders, each
holder of Preferred Stock, if any, shall , except as otherwise provided by law
or by the Articles of Incorporation or by these Regulations, be entitled to vote
as per the rights accorded to that shareholder by his ownership of each share of
Preferred Stock of the corporation registered in his name on the books of the
Corporation (1) on the date fixed pursuant to subparagraph (f) of Section 2 of
Article IV of these Regulations as the record date for the determination of
shareholders entitled to vote at such meeting, notwithstanding the prior or
subsequent sale, or other disposal of such share or shares or transfer of the
same on the books of the corporation on or after the date so fixed, or (2) if no
such record date shall have been fixed, then at the time of such meeting.

         Section 7. Financial Reports. At the annual meeting, there shall be
laid before the shareholders a statement of profit and loss and a balance sheet
containing a summary of the assets and liabilities, as at the end of the
preceding fiscal year, together with a statement of dividends paid, and other
changes in the surplus account of the corporation during such year.

         A certificate signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer, or a public accountant or firm of public
accountants, shall be appended to such statement of profit and loss and balance
sheet, stating that they are true and correct according to the books of the

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corporation, and that they fairly represent the corporation's affairs according
to its books.

         Section 8. Action Without Meeting. No shareholder action may be taken
otherwise than at a meeting of shareholders properly convened pursuant to
Article 2 of this Code of Regulations.


                                   ARTICLE III
                                    Directors

         Section 1. Number of Directors. As provided in Article Nine of the
Amended Articles of Incorporation of Sygnet Wireless, Inc., the number of
directors of the corporation, none of whom need be shareholders, shall be no
less than nine (9) and no more than fifteen (15).

         Section 2. Election of Directors. Directors shall be elected in the
manner indicated herein and in the Articles of Incorporation at the annual
meeting of shareholders. When the annual meeting is not held or directors are
not elected thereat, they may be elected at a special meeting called and held
for that purpose. Such election shall be by ballot whenever requested by any
shareholders entitled to vote at such elections, but, unless such a request is
made, the election may be conducted in any manner approved by a majority of
shareholders in attendance at such meeting.

         Nominations for candidates for the Directors shall be made by the Board
of Directors (or duly constituted committee thereof) and may be made by holders
or proxies of Class A Common Stock, Class B Common Stock and Voting Preferred
Stock provided that any such nomination by any shareholder shall be made not
less than sixty (60) days prior to the annual meeting or within ten (10) days
after the notice of the meeting is given, whichever is later. Those candidates
receiving the greatest number of votes shall be elected. Pursuant to the Amended
Articles of Incorporation, there shall be no cumulative voting.

         Section 3. Term of Office. Directors shall hold office as provided in
Articles Nine, Ten and Eleven of the Amended Articles of Incorporation of Sygnet
Wireless, Inc.

         Section 4. Addition of Outside Directors. At any time prior to the
Company's annual shareholders' meeting in 1997, the Board of Directors may
expand the membership of the Board of Directorss by up to three (3) Directors
and may elect Directors to fill the positions thus created. The purpose of this
provision is to permit the Board of Directors to appoint the initial outside
Directors of the Company.


                                   ARTICLE IV
                 Powers, Meetings, and Compensation of Directors

         Section 1. General Powers of Board. The powers of the corporation shall
be exercised, its business and affairs conducted, and its property controlled,
by the Board of Directors, except as provided in the Articles of Incorporation,
amendments thereto, or the General Corporation Law of Ohio.

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         Section 2. Other Powers. Without prejudice to the general powers
conferred by or implied in the preceding section, the directors, acting as a
Board, shall have power:

                  (a) To fix, define and limit the powers and duties of all
                      officers, and to determine the compensation of all
                      officers.

                  (b) To appoint, and at their discretion, with or without
                      cause, to remove, or suspend, such subordinate officers,
                      assistants, managers, agents and employees as the
                      directors may from time to time deem advisable, and to
                      determine their duties and fix their compensation.

                  (c) To require any officer, agent or employee of the
                      corporation to furnish a bond for faithful performance in
                      such amount and with such sureties as the Board may
                      approve.

                  (d) To designate a depository or depositories of the funds of
                      the corporation and the officer or officers of other
                      persons who shall be authorized to sign notes, checks,
                      drafts, contracts, deeds, mortgages and other instruments
                      on behalf of the corporation.

                  (e) To appoint and remove transfer agents and/or registrars
                      for the corporation's shares.

                  (f) To fix a time, not exceeding seventy-five (75) days
                      preceding the date of any meeting of shareholders, or the
                      date fixed for the payment of any dividend or
                      distribution, or the date for the allotment of rights, or
                      (subject to contract rights with respect thereto) the date
                      when any change or conversion or exchange of shares shall
                      be made or go into effect, as a record date for the
                      determination of the shareholders entitled to notice of
                      and to vote at any such meeting, or entitled to receive
                      payments of any such dividend, distribution, or allotment
                      of rights, or to exercise the right in respect to any such
                      change, conversion or exchange of shares, and, in such
                      case, only the persons who are shareholders of record on
                      the date so fixed shall be entitled to notice of and to
                      vote at such meeting, or to receive payment of such
                      dividend, distribution, or allotment of rights, or to
                      exercise such rights, as the case may be, notwithstanding
                      any transfer of any shares on the books of the corporation
                      after any record date fixed as aforesaid, or redemption of
                      any shares by the corporation after any record date fixed
                      as aforesaid, and such persons shall conclusively be
                      deemed to be the shareholders of the corporation on such
                      record date notwithstanding notice or knowledge to the
                      contrary; and the Board of Directors may close the books
                      of the corporation against transfers of shares during the
                      whole or any part of such period commencing on such record
                      date.

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                  (g) To establish such rules and regulations respecting the
                      issuance and transfer of shares and certificates for
                      shares as the Board of Directors may consider reasonable.
                      

         Section 3. Meetings of the Board. A meeting of the Board of Directors
shall be held immediately following the adjournment of each shareholders'
meeting at which directors are elected, and notice of such meeting need not be
given.

         The Board of Directors may, by by-laws or resolution, provide for other
meetings of the Board.

         Special meetings of the Board of Directors may be held at any time upon
call of the Chairman of the Board, the President, a Vice President, or one-half
of the members of the Board.

         Notice of any special meetings of the Board of Directors shall be
mailed to each director, addressed to him at his residence or usual place of
business, at least three (3) days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegraph or be given personally
or by telephone, not later than the day before the day on which the meeting is
to be held. Every such notice shall state the time and place of the meeting but
need not state the purpose thereof. Notice of any meeting of the Board need not
be given to any director, however, if waived by him in writing or by telegraph,
whether before or after such meeting be held, or he shall be present at such
meeting; and any meeting of the Board shall be a legal meeting without any
notice thereof having been given, if all the directors shall be present thereat.
Any number of Directors may attend a meeting and vote by telephone, so long as
all Directors may speak to all Directors and hear all Directors.

         All meetings of the Board shall be held at the principal offices of the
corporation in Mahoning County, Ohio, or at such other place, within or without
the State of Ohio, as the Board may determine from time to time and as may be
specified in the notice thereof.

         Section 4. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, provided that whenever less
than a quorum is present at the time and place appointed for any meeting of the
Board, a majority of those present may adjourn the meeting from time to time,
without notice other than by announcement at the meeting, until a quorum shall
be present.

         Section 5. Compensation. The directors shall be entitled to reasonable
compensation as determined by resolutions of the Board of Directors.

         Section 6. By-laws. For the government of its actions, the Board of
Directors may adopt by-laws consistent with the Articles of Incorporation and
these Regulations.

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                                    ARTICLE V
                                   Committees

         The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board, provide for such standing or special committees as
it deems desirable and discontinue the same at pleasure. Each such committee
shall have such powers and perform such duties, not inconsistent with law, as
may be delegated to it by the Board of Directors. Vacancies in any such
committees shall be filled by the Board of Directors or as it may provide.


                                   ARTICLE VI
                                    Officers

         Section 1. General Provisions. The Board of Directors shall elect a
Chairman of the Board, a President, such number of Vice Presidents as the Board
may from time to time determine, a Secretary and a Treasurer. The Board of
Directors may from time to time create such offices and appoint such other
officers, subordinate officers and assistant officers as it may determine. The
Chairman of the Board and the President shall be, but the other officers need
not be, chosen from among the members of the Board of Directors. Any two or more
of such offices, other than that of President and Secretary, may be held by the
same person.

         Section 2. Term of Office. The officers of the corporation shall hold
office during the pleasure of the Board of Directors, and, unless sooner removed
by the Board of Directors, until the organization meeting of the Board of
Directors following the date of their election and until their successors are
chosen and qualified.

         The Board of Directors may remove any officer at any time, with or
without cause, by a majority vote.

         A vacancy in any office, however created, shall be filled by the Board
of Directors.


                                   ARTICLE VII
                               Duties of Officers

         Section 1. Chairman of the Board. The office and person of the Chairman
of the Board may also be known as "Board Chair," "Chairwoman," "Chair,"
"Chairperson," or other similar non-masculine descriptive title as adopted by
the incumbent officer and shall be exclusively so known if he or she so directs.
The Chairman of the Board shall preside at all meetings of the shareholders and
shall also preside at meetings of the Board of Directors. The Chairman shall
have general supervision, direction and control over the business of the
Corporation and over its several officers, subject, however, to the control of
the Board of Directors.

         Section 2. President. The President shall be the Chief Executive
Officer of the Corporation, and in that capacity shall manage the daily affairs
of the Corporation. Within this authority, the President shall have the
authority to sign all deeds, mortgages, bonds, contracts, notes, and other
instruments of the Corporation and shall have the authority to appoint, remove,
employ and discharge, and prescribe the duties and fix the compensation of all

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agents and employees of the Corporation other than the duly appointed officers,
but subject to the direction of the Board of Directors and the Chairman of the
Board. The President shall seek the advice and consent of the Chairman of the
Board on all important corporate actions and policy matters.

         Section 3. Vice Presidents. The Vice President or Vice Presidents, if
more than one is elected, shall perform such duties as may from time to time be
assigned by the Board of Directors or the President.

         Section 4. Secretary. The Secretary shall keep minutes of all the
proceedings of the shareholders and Board of Directors, and shall make proper
record of the same, shall attest to records, sign all certificates for shares,
and all deeds, mortgages, bonds, contracts, notes, and other instruments
executed by the corporation requiring the Secretary's signature; give notice of
meetings of shareholders and directors; produce on request at each meeting of
shareholders for the election of directors a certified list of shareholders
arranged in alphabetical order; keep such books as may be required by the Board
of Directors, and file all reports to States and to the Federal Government; and
perform such other and further duties as may from time to time be assigned to
the Secretary by the Board of Directors, or by the Chairman or by the President.

         Section 5. Treasurer. The Treasurer shall be the Chief Financial
Officer of the Corporation and shall receive and have in charge all moneys,
bills, notes, bonds, and similar property belonging to the corporation and shall
do with the same as may be ordered by the Board of Directors. The Treasurer
shall keep such financial accounts as may be required and shall generally
perform such other duties as may from time to time be required of the Treasurer
by the Board of Directors. The Treasurer shall furnish such bond in such amount
and with such security as shall be required by the Board of Directors and may
prepare, for submission at each regular meeting of the shareholders, a detailed
statement of the financial condition of the corporation and may sign or
countersign all checks or notes or other evidences of indebtedness issued or
authorized for the benefit of the corporation and may receive and collect all
moneys or other credits due said corporation and deposit them in a bank
designated by the Directors to the credit of and for the benefit of the
corporation.

         Section 6. Assistant and Subordinate Officers. The Board of Directors
may appoint such assistant and subordinate officers as it may deem desirable.
Each such officer shall hold office during the pleasure of the Board of
Directors, and perform such duties as the Board of Directors may prescribe.

         The Board of Directors may, from time to time, authorize any officer to
appoint and remove subordinate officers, to prescribe their authority and
duties, and to fix their compensation.

         Section 7. Duties of Officers May Be Delegated. In the absence of any
officer of the corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other office, or to any
director.

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                                  ARTICLE VIII
                             Certificates for Shares

         Section 1. Form. Certificates for shares shall be in such form as the
Board of Directors may from time to time determine or approve, or in the event
the Board of Directors has not made such determinations or given such approval,
in such form as the Secretary shall determine or approve. Each shareholder of
this corporation whose shares have been paid in full shall be entitled to a
certificate or certificates showing the number of shares of each type registered
in his name on the books of the corporation. Each certificate shall be issued in
numerical order and shall be signed by the Chairman or President, and the
Secretary or any Assistant Secretary. A full record of each certificate as
issued shall be kept by the Secretary of the corporation.

         Section 2. Transfers. Subject to any transfer restrictions contained in
the Stock Option Plan of the Corporation, or noted conspicuously on each
certificate representing shares, shares shall be transferable on the books of
the corporation by the holders thereof in person or by a duly authorized
attorney, upon surrender and cancellation for certificates for a like number of
shares of the same class or series, with duly executed assignment and power of
transfer endorsed thereon or attached thereto, and with such proof of the
authenticity of the signatures as the corporation or its agents may reasonably
require. Certificates so surrendered shall be cancelled and attached to the
stubs corresponding thereto in the stock certificate books.

         Section 3. Lost, Destroyed or Mutilated Certificates. If any
certificate of shares in this corporation shall become worn, defaced or
mutilated, the Directors, upon production and surrender thereof, may order the
same cancelled and a new certificate issued in lieu thereof. If any such
certificate be lost or destroyed, the Directors, upon receipt of evidence
satisfactory to them of such loss or destruction and upon giving of such
indemnity as they shall deem satisfactory, may order a new certificate to be
issued to the person last appearing upon the books of the corporation to be the
owner of such lost or destroyed certificate.


                                   ARTICLE IX
                                   Fiscal Year

         The fiscal year of the corporation shall end on the 31st day of
December in each year, or on such other day as may be fixed from time to time by
the Board of Directors.


                                    ARTICLE X
                                      Seal

         The Board of Directors may provide a suitable seal containing the name
of the corporation. If deemed advisable by the Board of Directors, duplicate
seals may be provided and kept for the purposes of the corporation.

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                                   ARTICLE XI
                 Contracts, Checks, Notes and Other Instruments

         All contracts, agreements and other instruments authorized by the Board
of Directors, and all checks, drafts, notes, bonds, bills of exchange and orders
for the payment of money shall, unless otherwise directed by the Board of
Directors, or unless otherwise required by law, be signed by any two of the
following officers: Chairman of the Board, President, Treasurer, or Secretary.
The Board of Directors may, however, authorize any one of said officers to sign
checks, drafts, and orders for the payment of money singly and without the
necessity of counter-signature, and may designate officers and employees of the
corporation other than those named above, or different combinations of such
officers and employees, who may, in the name of the corporation, execute checks,
drafts, and orders for the payment of money in its behalf.


                                   ARTICLE XII
                      Indemnification of Directors, et al.

         (1) The Corporation shall indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
Corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a pleas of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         (2) The Corporation shall indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action or suit, by or in the right of the Corporation to
procure a judgment in its favor (also known as shareholder derivative actions),
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any of
the following:

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            (a) Any claim, issue, or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Corporation unless, and only to the extent that, the court of common pleas or
the court in which such action or suit is brought determines, upon application,
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper;

            (b) Any action or suit in which the only liability asserted against
a director is pursuant to Section 1701.95 of the Ohio Revised Code, relating to
unlawful loans, dividends or distributions.

         (3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in division (1) of (2) of this
section, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with this action, suit, or proceeding.

         (4) Any indemnification under division (1) or (2) of this section,
unless ordered by a court, shall be made by the Corporation only as authorized
in the specific case, upon a determination that indemnification of the director,
trustee, officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
division (1) or (2) of this section. Such determination shall be made as
follows:

            (a) By a majority vote of the quorum consisting of directors of the
Corporation who were not and are not parties to or threatened with the action,
suit, or proceeding referred to in division (1) or (2) of this section;

            (b) If the quorum described in division (4)(a) of this section is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the Corporation or any person to be
indemnified within the past five years;

            (c) By the shareholders;

            (d) By the court of common pleas or the court in which the action,
suit, or proceeding referred to in division (1) or (2) of this section was
brought.

         Any determination made by the disinterested directors under division
(4)(a) or by independent legal counsel under division (4)(b) of this section
shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the Corporation under division (2) of this
section, and, within ten days after receipt of such notification, such person
shall have the right to petition the court of common pleas or the court in which
such action or suit was brought to review the reasonableness of such
determination.

         (5)(a) Unless at the time of the director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (1) or (2) of
this section, the only liability asserted against a director in an action, suit,
or proceeding referred to in division (1) or (2) of this section is pursuant to

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Section 1701.95 of the Ohio Revised Code (which relates to unlawful loans,
dividends or distributions), expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the
Corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
the director in which he agrees to do both of the following:

               (i)  Repay such amount if it is proved by clear and convincing
                    evidence in a court of competent jurisdiction that his
                    action or failure to act involved an act or omission
                    undertaken with deliberate intent to cause injury to the
                    Corporation or undertaken with reckless disregard for the
                    best interests of the Corporation;

               (ii) Reasonably cooperate with the Corporation concerning the
                    action, suit, or proceeding.

            (b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any action,
suit, or proceeding referred to in division (1) or (2) of this section, shall be
paid by the Corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized by the directors
in the specific case, upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be indemnified
by the Corporation.


                                  ARTICLE XIII
                                   Amendments

         This Code of Regulations may be amended or repealed by the affirmative
vote of 50% of the total votes of Class A Common Stock, Class B Common Stock and
Voting Preferred Stock combined; each Class A share being entitled to one (1)
vote per share, and each Class B share and Voting Preferred share being entitled
to ten (10) votes per share.

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