Exhibit 3.6
                                   -----------



                                     BY-LAWS
                                       OF
                          GROEN BROTHERS AVIATION, INC.

                                    ARTICLE I
                                     OFFICES
                                     -------


Section 1.01 Locations of Offices.
         The corporation may maintain such offices,  within or without the state
         of  incorporation,  as the  Board of  Directors  may from  time to time
         designate.

Section 1.02  Principal Office.
         The address of the principal office of the corporation  shall be at the
         address of the registered office of the corporation as so designated in
         the office of the Lieutenant  Governor/Secretary  of State of the state
         of  incorporation,  or at such other  address as the Board of Directors
         shall from time to time determine.


                                   ARTICLE II
                                  SHAREHOLDERS
                                  ------------

Section 2.01 Annual Meeting.
         The  annual  meeting  of the  shareholders  shall be held on the second
         Tuesday of the third month following the  anniversary of  incorporation
         or at such other time  designated  by the Board of Directors  and as is
         provided for in the notice of the meeting,  provided that whenever such
         dates fall on a legal  holiday,  the meeting  shall be held on the next
         succeeding  business day,  beginning with the year following the filing
         the Articles of  Incorporation,  for the purpose of electing  directors
         and for the  transaction  of such other business as may come before the
         meeting.  If the  election  of  directors  shall not be held on the day
         designated herein for the annual meeting of the shareholders, or at any
         adjournment thereof, the Board of Directors shall cause the election to
         be held at a special meeting of the  shareholders as soon thereafter as
         may be convenient.

Section 2.02 Special Meeting.
         Special  meetings of the  shareholders may be called at any time by the
         Chairman of the Board, the President,  by the Board of Directors, or in
         their  absence  or  disability,  by  any  Vice  President,  or  by  the
         Secretary,  upon the  written  request of the  holders of not less than
         one-tenth  of all the  shares  entitled  to vote at the  meeting,  such
         written request to state the purpose,  or purposes,  of the meeting and
         to be delivered to the President, such Vice President or the Secretary.
         In case of failure to call such meeting  within  twenty days after such
         request, such shareholder or shareholders may call the same.



<PAGE>

Section 2.03 Place of Meetings.
         The Board of  Directors  may  designate  any  place,  either  within or
         without  the state of  incorporation,  as the place of meeting  for any
         annual  meeting  or for any  special  meeting  called  by the  Board of
         Directors.  A waiver of notice signed by all  shareholders  entitled to
         vote at a meeting may designate any place, either within or without the
         state of  incorporation,  as the place for the holding of such meeting.
         If no designation is made, or if a special meeting be otherwise called,
         the  place  of  meeting  shall  be  at  the  principal  office  of  the
         corporation.

Section 2.04 Notice of Meetings.
         The Secretary or Assistant Secretary, if any, shall cause notice of the
         time, place and purpose or purposes of all meetings of the shareholders
         (whether  annual or  special),  to be mailed at least ten (but not more
         than fifty) days prior to the meeting,  to each  shareholder  of record
         entitled to vote.

Section 2.05 Waiver of Notice.
         Any  shareholder  may  waive  notice  of any  meeting  of  shareholders
         (however  called or  noticed,  whether  or not  called or  noticed  and
         whether  before,  during or after the  meeting),  by  signing a written
         waiver of notice or a consent  to the  holding of such  meeting,  or an
         approval of the minutes thereof.  Attendance at a meeting, in person or
         by  proxy,  shall  constitute  waver of all  defects  of call or notice
         regardless  of whether  waiver,  consent or  approval  is signed or any
         objections are made. All such waivers,  consents, or approvals shall be
         made a part of the minutes of the meeting.

Section 2.06 Fixing Record Date.
         For the purpose of determining shareholders entitled to notice of or to
         vote at any meeting of  shareholders  or any  adjournment  thereof,  or
         shareholders entitled to receive payment of any dividend or in order to
         make a determination of shareholders for any other proper purpose,  the
         Board of  Directors  of the  corporation  may  provide  that the  share
         transfer books shall be closed, for the purpose of meeting, but not for
         a period  exceeding  fifty days. If the share transfer books are closed
         for the purpose of determining shareholders entitled to notice of or to
         vote at such meeting,  such books shall be closed for at least ten days
         immediately preceding such meeting.

         In lieu of closing the share transfer books, the Board of Directors may
         fix in advance a date as the record date for any such  determination of
         shareholders,  such  dates in any case to be not more than  fifty  days
         and, in case of a meeting of shareholders, not less than ten days prior
         to the date on which the particular action requiring such determination
         of  shareholders  is to be taken.  If the share  transfer books are not
         closed  and  no  record  date  is  fixed  for  the   determination   of
         shareholders  entitled to receive  payment of a  dividend,  the date on


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<PAGE>

         which notice of the meeting is made of the date on which the resolution
         of the Board of Directors  declaring such dividends is adopted,  as the
         case  may be,  shall be the  record  date  for  such  determination  of
         shareholders.  When a determination of shareholders entitled to vote at
         any meeting of shareholders  has been made as provided in this section,
         such determination shall apply to any adjournment  thereof.  Failure to
         comply with this  section  shall not affect the  validity of any action
         taken at a meeting of shareholders.

Section 2.07 Voting Lists.
         The  officer  or agent  having  charge of the share  transfer  books of
         shares of the  corporation  shall  make,  at least ten days before each
         meeting of shareholders,  a complete list of the shareholders  entitled
         to  vote  at such  meeting  or any  adjournment  thereof,  arranged  in
         alphabetical  order, with the address of, and the number of shares held
         by each,  which list,  for a period of ten days prior to such  meeting,
         shall be kept on file at the registered  office of the  corporation and
         shall be subject to inspection by any shareholder during the whole time
         of the meeting.  The original  share transfer book shall be prima facie
         evidence as to the  shareholders who are entitled to examine such lists
         or transfer books or to vote at any meeting of shareholders.

Section 2.08 Quorum.
         A majority of the  outstanding  shares of the  corporation  entitled to
         vote, represented in person or by proxy, shall constitute a quorum at a
         meeting of shareholders.  If a quorum is present,  the affirmative vote
         of the majority of the shares  represented  at the meeting and entitled
         to vote on the subject  shall  constitute  action by the  shareholders,
         unless the vote of a greater number or voting by classes is required by
         the  laws of the  state  of  incorporation  of the  corporation  or the
         Articles of  Incorporation.  If less than a majority of the outstanding
         shares  are  represented  at a  meeting,  a  majority  of the shares so
         represented  may adjourn the meeting from time to time without  further
         notice. 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 noticed.

Section 2.09 Voting of Shares.
         Each  outstanding  share of the  corporation  entitled to vote shall be
         entitled to one vote on each matter  submitted  to vote at a meeting of
         shareholders, except to the extent that the voting rights of the shares
         of any class or  classes  are  limited  or denied  by the  Articles  of
         Incorporation.  Neither  treasury  shares  nor  shares  held by another
         corporation  if a  majority  of the  shares  entitled  to vote  for the
         election  of  directors  of  such  other  corporation  are  held by the
         corporation,  shall be voted at any  meeting or counted in  determining
         the total number of outstanding shares at any given time.

Section 2.10  Proxies.
         At each meeting of the shareholders,  each shareholder entitled to vote
         in  person or by proxy,  provided,  however,  that the right to vote by
         proxy shall exist only in case the instrument authorizing such proxy to
         act shall have been executed in writing by the  shareholder  himself or
         by his attorney hereunto dully authorized in writing.  Such instruments

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<PAGE>

         authorizing  a proxy to act shall be delivered at the beginning of such
         meeting to the Secretary of the Corporation or to such other officer or
         person who may, in the absence of the Secretary, be acting as Secretary
         of the meeting.  In the event that any such instrument  shall designate
         two or more persons to act as proxies, a majority of such persons shall
         (unless the instrument shall otherwise  provide) have all of the powers
         conferred by the  instrument  upon all persons so  designated.  Persons
         holding  shares in a  fiduciary  capacity  shall be  entitled  to vote,
         unless in the  transfer by the pledger on the books of the  corporation
         he shall have expressly empowered the pledgee to vote thereon, in which
         case the  pledgee,  or his proxy,  may  represent  such shares and vote
         thereon.

Section 2.11 Written Consent To Action By Shareholders.
         Any action  required to be taken at a meeting of the  shareholders,  or
         any other action  which may be taken at a meeting of the  shareholders,
         may be taken without a meeting, if a consent in writing,  setting forth
         the  action  so  taken,  shall  be  signed  by all of the  shareholders
         entitled to vote with respect to the subject matter thereof.


                                   ARTICLE III
                               BOARD OF DIRECTORS
                               ------------------

Section 3.01 General Powers.
         The property,  affairs and business of the corporation shall be managed
         by its Board of Directors.  The Board of Directors may exercise all the
         Powers of  Incorporation,  whether  derived from law or the Articles of
         Incorporation, except such powers as are by statute, by the Articles of
         Incorporation,  or by these By-Laws,  vested solely in the shareholders
         of the corporation.

Section 3.02 Number,  Term and Qualifications.
         The number of directors of the corporation shall be not less than three
         or more than nine.  Increases  or decreases to said number may be made,
         within the numbers authorized by the Articles of Incorporation,  as the
         Board of  Directors  shall from time to time  determine by amendment to
         these By-Laws.  An increase or a decrease in the number of the Board of
         Directors may also be had upon amendment to these By-Laws by a majority
         vote of all of the shareholders of the corporation. Each director shall
         hold office until the next annual meeting of the shareholders and until
         his  successor  shall  have  been  elected  and shall  have  qualified.
         Directors  need  not be  residents  of the  state of  incorporation  or
         shareholders of the corporation.

Section 3.03 Regular Meetings.
         A regular meeting of the Board of Directors shall be held without other
         notice than this By-Law  immediately  following,  and at the same place
         as, the annual meeting of the shareholders.  The Board of Directors may

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<PAGE>

         provide by resolution,  the time and place either within or without the
         state of incorporation,  for the holding of additional regular meetings
         without other notice than such resolution.

Section 3.04 Special Meetings.
         Special  meetings of the Board of Directors  may be called by or at the
         request of the  President,  Vice  President or any two  directors.  The
         person or persons  authorized to call special  meetings of the Board of
         Directors  may fix any place,  either  within or  without  the state of
         incorporation,  as the place for  holding  any  special  meeting of the
         Board of Directors called by them.


Section 3.05 Meetings by Telephone Conference Call.
         Members of the Board of Directors may  participate  in a meeting of the
         Board of Directors or a committee of the Board of Directors by means of
         telephone  conference  or similar  communication  equipment by means of
         which all persons participating in the meeting can hear each other, and
         participation  in a meeting  pursuant to this Section shall  constitute
         presence in person at such meeting.

Section 3.06 Notice.
         Notice of any  special  meeting  shall be given at least  five (5) days
         prior thereto by written notice delivered  personally or mailed to each
         director at his business address or by telegram. If mailed, such notice
         shall be deemed to be delivered  when  deposited  in the United  States
         mail so addressed,  with postage thereon prepaid. If notice is given by
         telegram, such notice shall be deemed to be delivered when the telegram
         is delivered to the telegraph company. Any director may waive notice of
         any meeting.  Attendance of a director at a meeting shall  constitute a
         waiver of notice of such  meeting,  except  where a director  attends a
         meeting solely for the express  purpose of objecting to the transaction
         of any business because the meeting is not lawfully called or convened.

Section 3.07 Quorum.
         A majority of the number of directors shall constitute a quorum for the
         transaction  of business at any meeting of the Board of Directors,  but
         if less than a majority  is present  at a  meeting,  a majority  of the
         directors  present may adjourn  the meeting  from time to time  without
         further notice.

Section 3.08 Manner of Acting.
         The act of a majority of the directors  present at a meeting at which a
         quorum  is  present  shall  be the act of the  Board of  Directors  and
         individual directors shall have no power as such.

Section 3.09 Vacancies and Newly Created Directorships.
         If any  vacancies  shall occur in the Board of  Directors  by reason of
         death, resignation or otherwise, or if the number of directors shall be
         increased,  the directors then in office shall continue to act and such
         vacancies or newly created  directorships  shall be filled by a vote of


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         the  directors  then in office,  though less than a quorum,  in any way
         approved by the meeting. Any directorship to be filled by reason of the
         removal of one or more directors by the  shareholders  may be filled by
         election by the  shareholders  at the meeting at which the  director or
         directors are removed.

Section 3.10 Compensation.
         By  resolution  of the Board of  Directors,  the  directors may be paid
         their  expenses,  if any, of attendance at each meeting of the Board of
         Directors,  and may be paid a fixed sum for  attendance at each meeting
         of the  Board of  Directors  or a stated  salary as  director.  No such
         payment shall preclude any director from serving the corporation in any
         other capacity and receiving compensation thereof.

Section 3.11 Presumption of Assent.
         A director of the  corporation who is present at a meeting of the Board
         of Directors at which action on any corporate  matter is taken shall be
         presumed to have  assented to the action taken unless his dissent shall
         be entered  in the  minutes  of the  meeting,  unless he shall file his
         written  dissent to such action with the person acting as the Secretary
         of the meeting before the  adjournment  thereof,  or shall forward such
         dissent  by  registered  or  certified  mail  to the  Secretary  of the
         corporation  immediately  after the  adjournment  of the meeting.  Such
         right to dissent  shall not apply to a  director  who voted in favor of
         such action.

Section 3.12 Resignations.
         A director may resign at any time by  delivering a written  resignation
         to either the President,  a Vice President,  the Secretary or Assistant
         Secretary,  if any.  The  resignation  shall  become  effective  on its
         acceptance by the Board of Directors provided that if the Board had not
         acted  thereon  within  ten (10)  days  from the  date  presented,  the
         resignation shall be deemed accepted.

Section 3.13 Written Consent to Action by Directors.
         Any action  required to be taken at a meeting of the  directors  of the
         corporation  or any other action which may be taken at a meeting of the
         directors  or of a  committee,  may be taken  without a  meeting,  if a
         consent in writing,  setting forth the action so taken, shall be signed
         by all of the directors, or all of the members of the committee, as the
         case  may be.  Such  consent  shall  have the same  legal  effect  as a
         unanimous vote of all the directors or members of the committee.

Section 3.14 Removal.
         At a meeting  expressly called for that purpose,  one or more directors
         may be  removed by a vote of a  majority  of the shares of  outstanding
         stock of the corporation entitled to vote at an election of directors.


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                                   ARTICLE IV
                                    OFFICERS
                                    --------

Section 4.01 Number.
         The officers of the corporation shall be a President,  one or more Vice
         Presidents,  as shall  be  determined  by  resolution  of the  Board of
         Directors,  a Secretary,  a Treasurer and such other officers as may be
         appointed by the Board of Directors.  The Board of Directors may elect,
         but shall not be  required  to elect,  a Chairman  of the Board and the
         Board of Directors may appoint a General Manager.

Section 4.02 Election, Term of Office and Qualifications.
         The officers shall be chosen by the Board of Directors  annually at its
         annual meeting. In the event of failure to choose officers at an annual
         meeting  of the  Board of  Directors,  officers  may be  chosen  at any
         regular or special meeting of the Board of Directors. Each such officer
         (whether  chosen at an annual meeting of the Board of Directors to fill
         a vacancy or  otherwise)  shall hold his office  until the next ensuing
         annual meeting of the Board of Directors and until his successor  shall
         have  been  chosen  and  qualified,  or until  his  death or until  his
         resignation or removal in the manner provided in these By-Laws. Any one
         person  may  hold  any  two or more of such  offices  except  that  the
         President  shall not also be the  Secretary.  No person  holding two or
         more offices shall act in or execute any  instrument in the capacity of
         more than one office.  The Chairman of the Board,  if any, shall be and
         remain director of the corporation  during the term of his offices.  No
         other officer need be a director.

Section 4.03 Subordinate Officers, etc.
         The  Board of  Directors  from  time to time  may  appoint  such  other
         officers  or agents as it may deem  advisable,  each of whom shall have
         such  title,  hold  office for such  period,  have such  authority  and
         perform  such  duties as the Board of  Directors  from time to time may
         determine. The Board of Directors from time to time may delegate to any
         officer or agents and to prescribe their  respective  titles,  terms of
         office,  authorities  and  duties.  Subordinate  officers  need  not be
         shareholders or directors.

Section 4.04 Resignations.
         Any officer may resign at any time by delivering a written  resignation
         to the Board of Directors,  the  President,  or the  Secretary.  Unless
         otherwise  specified  therein,  such resignation shall take effect upon
         delivery.

Section 4.05 Removal.
         Any  officer may be removed  from office at any special  meeting of the
         Board of Directors called for that purpose at a regular meeting, by the
         vote of a majority of the  directors,  whenever in the  judgment of the
         Board of Directors the best interests of the corporation will be served
         thereby.  Any  officer  or  agent  appointed  in  accordance  with  the
         provisions  of  Section  4.03  hereof  may  also  be  removed,   either
         provisions  with or without cause,  by any officer upon whom such power
         of removal shall have been conferred by the Board of Directors.

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Section 4.06 Vacancies and Newly Created Offices.
         If  any  vacancy  shall  occur  in  any  office  by  reason  of  death,
         registration, removal, disqualification or any other cause, or if a new
         office shall be created,  then such vacancies or newly created  offices
         may be filled by the  Board of  Directors  at any  regular  or  special
         meeting.

Section 4.07 The Chairman of the Board.
         The Chairman of the Board, if there be such an officer,  shall have the
         following powers and duties:

         (a)  He shall preside at all shareholders' meetings

         (b)  He shall preside at all meetings of the Board of Directors

         (c)  He shall be a member of the Executive Committee, if any

Section 4.08 The President.
         The President shall have the following powers and duties:

         (a)  If no General  Manager has been  appointed,  he shall be the chief
              executive  officer  of  the  corporation,   and,  subject  to  the
              directions of the Board of Directors, shall have general charge of
              the business,  affairs and property of the corporation and general
              supervision over its officers, employees and agents;

         (b)  If no Chairman of the Board has been chosen, or if such officer is
              absent  or  disabled,   he  shall   preside  at  meetings  of  the
              shareholders and Board of Directors;

         (c)  He shall be a member of the Executive committee, if any;

         (d)  He shall be empowered to sign certificates  representing shares of
              the corporation,  the issuance of which shall have been authorized
              by the Board of Directors;

         (e)  He shall have all power and perform all duties  normally  incident
              to the office of a President of a corporation  and shall  exercise
              such other  powers and perform  such other  duties as from time to
              time may be assigned to him by the Board of Directors.

Section 4.09 The Vice Presidents.
         The Board of Directors may, from time to time,  designate and elect one
         or more  Vice  Presidents,  one of whom may be  designated  to serve as
         Executive Vice  President.  Each Vice President  shall have such powers
         and perform  such duties as from time to time may be assigned to him by
         the Board of  Directors  or the  President.  At the  request  or in the
         absence or disability of the  President,  the Executive  Vice President
         or, in the absence or disability of the Executive Vice  President,  the
         Vice President  designated by the Board of Directors or (in the absence
         of such  designation  by the Board of Directors) by the  President,  as
         Senior Vice President, may preform 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.

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Section 4.10 The Secretary.
         The Secretary shall have the following powers and duties:

         (a)  He  shall  keep  or  cause  to be  kept  a  record  of  all of the
              proceedings of the meetings of the  shareholders  and of the Board
              of Directors in books provided for that purpose;

         (b)  He shall cause all notices to be duly given in accordance with the
              provisions of these By-Laws and as required by statute;

         (c)  He shall be the  custodian  of the  records and of the seal of the
              corporation, and shall cause such seal (or a facsimile thereof) to
              be  affixed  to  all  certificates   representing  shares  of  the
              corporation  prior to the issuance thereof and to all instruments,
              the execution of which on behalf of the corporation under its seal
              shall have been duly  authorized in accordance with these By-Laws,
              and when so affixed he may attest the same;

         (d)  He shall see that the books, reports, statements, certificates and
              other documents and records  required by statute are properly kept
              and filed;

         (e)  He shall have  charge of the share  books of the  corporation  and
              cause the  share  transfer  books to be kept in such  manner as to
              show at any time the  amount of the shares of the  corporation  of
              each  class  issued and  outstanding,  the manner in which and the
              time when such  shares  were  paid for,  the names  alphabetically
              arranged and the addresses of the holders of record  thereof,  the
              number of shares  held by each  holder  and time when each  became
              such  holder of record;  and he shall  exhibit  at all  reasonable
              times to any director, upon application, the original or duplicate
              share  register.  He shall  cause the share  book  referred  to in
              Section  6.04  hereof to be kept and  exhibited  at the  principal
              office of the corporation,  or at such other place as the Board of
              Directors  shall  determine,  in the  manner  and for the  purpose
              provided in such section;

         (f)  He shall be empowered to sign certificates  representing shares of
              the corporation,  the issuance of which shall have been authorized
              by the Board of Directors;

         (g)  He shall  perform in general all duties  incident to the office of
              Secretary  and  such  other  duties  as are  given to him by these
              By-Laws  or as from  time to time  may be  assigned  to him by the
              Board of Directors or the President.

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Section 4.11 The Treasurer.
         The Treasurer shall have the following powers and duties:

         (a)  He shall have charge and  supervision  over and be responsible for
              the  monies,   securities,   receipts  and  disbursements  of  the
              corporation;

         (b)  He shall  cause the  monies  and  other  valuable  effects  of the
              corporation  to be  deposited in the name and to the credit of the
              corporation in such banks or trust companies or with such banks or
              other depositories as shall be selected in accordance with Section
              5.03 hereof;

         (c)  He shall cause the monies of the  corporation  to be  disbursed by
              checks or drafts (signed as provided in section 5.04 hereof) drawn
              upon the authorized depositories of the corporation,  and cause to
              be taken and preserved property vouchers for all monies disbursed;

         (d)  He shall  render  to the  Board  of  Directors  or the  President,
              whenever requested,  a statement of the financial condition of the
              corporation and of all his transactions as Treasurer, and render a
              full financial  report at the annual meeting of the  shareholders,
              if called upon to do so;

         (e)  He shall  cause to be kept  correct  books of  account  of all the
              business  and  transactions  of the  corporation  and exhibit such
              books to any directors upon request during business hours;

         (f)  He  shall  be  empowered  from  time to time to  require  from all
              officers or agents of the corporation reports or statements giving
              such  information  as he may  desire  with  respect to any and all
              financial transactions of the corporation;

         (g)  He shall  perform in general all duties  incident to the office of
              Treasurer  and  such  other  duties  as are  given to him by these
              By-Laws  or as from  time to time  may be  assigned  to him by the
              Board of Directors or the President.

Section 4.12 General Manager.
         The Board of  Directors  may employ and  appoint a General  Manager who
         may,  or  may  not,  be  one  of  the  officers  or  directors  of  the
         corporation.  The General  Manager,  if any,  shall have the  following
         powers and duties:

         (a)  He shall be the Chief  Executive  Officer of the  corporation  and
              shall have general charge of the business  affairs and property of
              the  corporation  and  general   supervision  over  its  officers,
              employees and agents;

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         (b)  He shall have the  exclusive  management  of the  business  of the
              corporation  and  of  all of its  dealings,  but at all  times  be
              subject to the control of the Board of Directors;

         (c)  Subject to the approval of the Board of Directors or the Executive
              Committee,   if  any,  he  shall  employ  all   employees  of  the
              corporation,  or delegate such employment to subordinate officers,
              or such division of chiefs,  and shall have authority to discharge
              any person so employed;

         (d)  He shall make a report to the President  and directors  quarterly,
              or more often if  required to do so,  setting  forth the result of
              the operations under his charge, together with suggestions looking
              to  the  improvement  and  betterment  of  the  condition  of  the
              corporation,  and shall  perform such other duties as the Board of
              Directors shall require.

Section 4.13 Salaries.
         The salaries or other  compensation  of the officers of the corporation
         shall be fixed from time to time by the Board of Directors  except that
         the Board of  Directors  may delegate to any person or group of persons
         the power to fix the salaries or other  compensation of any subordinate
         officers or agents  appointed  in  accordance  with the  provisions  of
         Section 4.03 hereof.  No officer shall be prevented  from receiving any
         such  salary  or  compensation  by reason of the fact that he is also a
         director of the corporation.

Section 4.14 Surety Bonds.
         In case the Board of Directors  shall so require,  any officer or agent
         of the corporation shall execute to the corporation a bond in such sums
         and with such surety or sureties as the Board of Directors  may direct,
         conditioned  upon  the  faithful  performance  of  his  duties  to  the
         corporation,  including  responsibility  for  negligence  and  for  the
         accounting  of all property,  monies or  securities of the  corporation
         which may come into his hands.

                                    ARTICLE V

                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
                  --------------------------------------------
                         AND DEPOSIT OF CORPORATE FUNDS
                         ------------------------------

Section 5.01 Execution of Instruments.
         Subject to any limitation contained in the Articles of Incorporation or
         these  By-Laws,  the  President  or any Vice  President  or the General
         Manager,  if any,  may,  in the name and on behalf of the  corporation,
         execute and deliver any  contract  or other  instrument  authorized  in
         writing by the Board of Directors.  The Board of Directors may, subject

                                       11
<PAGE>

         to any  limitation  contained  in the Articles of  Incorporation  or in
         these  By-Laws,  authorize in writing,  any officer or agent to execute
         and deliver any contract or other  instrument in the name and on behalf
         of the corporation;  any such  authorization may be general or confined
         to specific instances.

Section 5.02 Loans.
         No loan or advance shall be contracted on behalf of the corporation, no
         negotiable  paper or other evidence of its obligation under any loan or
         advance shall be issued in its name, and no property of the corporation
         shall be mortgaged,  pledged,  hypothecated  transferred or conveyed as
         security  for  the  payment  of  any  loan,  advance,  indebtedness  or
         liability of the  corporation,  unless and except as  authorized by the
         Board of Directors.  Any such  authorization may be general or confined
         to specific instances.

Section 5.03 Deposits.
         All monies of the corporation not otherwise employed shall be deposited
         from time to time to its  credit in such  banks or trust  companies  or
         with such bankers or other  depositories  as the Board of Directors may
         select,  or as from time to time may be selected by any office or agent
         authorized to do so by the Board of Directors.

Section 5.04 Checks, Drafts, etc.
         All notes, drafts acceptances, checks, endorsements, and subject to the
         provisions  of  these  By-Laws,   evidences  of   indebtedness  of  the
         corporation  shall be signed by such  officer or officers or such agent
         or  agents  of the  corporation  and in such  manner  as the  Board  of
         Directors from time to time may determine.  Endorsements for deposit to
         the  credit  of  the   corporation  in  any  of  its  duly   authorized
         depositories  shall be in such  manner as the Board of  Directors  from
         time to time may determine.

Section 5.05 Bonds and Debentures.
         Every bond or debenture issued by the corporation shall be evidenced by
         an appropriate  instrument  which shall be signed by the President or a
         Vice  President  and by the  Secretary  and sealed with the seal of the
         corporation. The seal may be facsimile, engraved or printed. Where such
         bond or  debenture  is  authenticated  with the manual  signature of an
         authorized  officer of the  corporation or other trustee  designated by
         the indenture of trust or other  agreement under which such security is
         issued,  the  signature  of  any of the  corporation's  officers  named
         thereon may be a  facsimile.  In case any officer who signed,  or whose
         facsimile signature has been used on any such bond or debenture,  shall
         cease to be an officer  of the  corporation  for any reason  before the
         same has been delivered by the corporation,  such bind or debenture may
         nevertheless  be adopted by the  corporation and issue and delivered as
         though the person who signed it or whose  facsimile  signature has been
         used thereon had not ceased to be such officer.

                                       12
<PAGE>

Section 5.06 Sale, Transfer, etc. of Securities.
         Sales,  transfers,  endorsements  and  assignments of share,  bonds and
         other securities owned by standing in the name of the corporation,  and
         the execution and delivery on behalf of the  corporation of any and all
         instruments in writing incident to any such sale, transfer, endorsement
         or  assignment,  shall be  affected  by the  President,  or by any Vice
         President,  together  with the  Secretary,  or by any  officer or agent
         hereunto authorized by the Board of Directors.

Section 5.07 Proxies.
         Proxies to vote with respect to shares of other  corporations  shall be
         executed and delivered on behalf of the corporation by the President or
         any Vice  President  and the  Secretary or  Assistant  Secretary of the
         corporation, or any officer or agent thereunder authorized by the Board
         of Directors.

                                   ARTICLE VI
                                 CAPITAL SHARES
                                 --------------

Section 6.01 Share Certificates.
         Every holder of shares in the  corporation  shall be entitled to have a
         certificate,  signed by the  President  or any Vice  President  and the
         Secretary or Assistant  Secretary,  and sealed with the seal (which may
         be a facsimile, engraved or printed) of the corporation, certifying the
         number  and  kind,  class  or  series  of  shares  owned  by him in the
         corporation;  provided,  however,  that  where  such a  certificate  is
         countersigned by

         (a)  a transfer agent or an assistant transfer agent, or

         (b)  registered by a registrar,  the  signature of any such  President,
              Vice  President,   Secretary  or  Assistant  Secretary  may  be  a
              facsimile.  In case any  officer  who shall  have been used on any
              such   certificate,   shall  cease  to  be  such  officer  of  the
              corporation,   for  any  reason,   before  the  delivery  of  such
              certificate by the corporation,  such certificate may nevertheless
              be  adopted by the  corporation  and be issued  and  delivered  as
              though the person who signed it, or whose  facsimile  signature or
              signatures shall have been used thereon, had not ceased to be such
              officer. Certificates representing shares of the corporation shall
              be in such  form as  provided  by the  statutes  of the  state  of
              incorporation.  There shall be entered upon the share books of the
              corporation  at the time of issuance of each share,  the number of
              the certificate  issued, the name and address of the person owning
              the shares  represented  thereby,  the  number and kind,  class or
              series of such  shares  and the date of  issuance  thereof.  Every
              certificate  exchanged  or  returned to the  corporation  shall be
              marked "Canceled" with the date of cancellation.

                                       13
<PAGE>

Section 6.02 Transfer of Shares.
         Transfers  of shares of the  corporation  shall be made on the books of
         the corporation by the holder of the record thereof, or by his attorney
         hereunto  duly  authorized  by a power of  attorney  duly  executed  in
         writing and filed with the secretary of the  corporation  or any of its
         transfer   agents,   and  upon   surrender  of  this   certificate   or
         certificates, properly endorsed or accompanied by proper instruments of
         transfer,  representing  such  shares.  Except as provided by law,  the
         corporation  and  transfer  agents  and  registrars,  if any,  shall be
         entitled  to treat the  holder of the  record of any share or shares as
         the absolute owner thereof for all purposes,  and accordingly shall not
         be  bound to  recognize  any  legal,  equitable  or  other  claim to or
         interest  in such  share  or  shares  on the part of any  other  person
         whether or not it or they shall have express or other notice thereof.

Section 6.03 Regulations.
         Subject to the  provisions  of this  section 6 and of the  Articles  of
         Incorporation,   the  Board  of  Directors  may  make  such  rules  and
         regulations  as  they  may  deem  expedient  concerning  the  issuance,
         transfer, redemption and registration of certificates for shares of the
         corporation.

Section 6.04 Maintenance of Share Book at Principal Place of Business.
         A share  book (or books  where  more than one kind,  class or series of
         shares is outstanding) shall be kept at the principal place of business
         of the  corporation,  or at such other place as the Board of  Directors
         shall  determine,  containing  the  names  alphabetically  arranged  of
         original  shareholders  of  the  corporation,  their  addresses,  their
         interest,  the amount paid on their shares,  and all transfers  thereof
         and the number and class of the shares  held by each.  Such share books
         shall at all  reasonable  hours be  subject  to  inspection  by persons
         entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars.
         The Board of Directors may appoint one or more transfer  agents and one
         or more registrars with respect to the certificates representing shares
         of the corporation,  and may require all such  certificates to bear the
         signature of either or both.  The Board of  Directors  may from time to
         time  define  the  respective   duties  of  such  transfer  agents  and
         registrars.   No   certificate   for  shares   shall  be  valid   until
         countersigned by a transfer agent, if at the date appearing thereon the
         corporation had a transfer agent for such shares,  and until registered
         by a registrar,  if on such date the  corporation  had a registrar  for
         such shares.

Section 6.06 Closing of Transfer Books and Fixing of Record Date.
         (a)  The Board of  Directors  shall have power to close the share books
              of the corporation for a period not to exceed fifty days preceding
              the date of any meeting of  shareholders,  of the date for payment
              of any  dividend,  or the date for the  allotment  of  rights,  or
              capital shares shall go into effect,  or a date in connection with
              obtaining the consent of shareholders for any purpose.

                                       14
<PAGE>

         (b)  In lieu of closing  the share  transfer  books as  aforesaid,  the
              Board of Directors may fix in advance a date, not exceeding  fifty
              days  preceding  the date of any meeting of  shareholders,  of the
              date of the payment of any dividend, or the date for the allotment
              of rights,  or the date when any change or  conversion or exchange
              of capital  shares shall go into effect,  or a date in  connection
              with  obtaining  any  such  consent,  as a  record  date  for  the
              determination of the shareholders  entitled to a notice of, and to
              vote at, any such meeting and any adjournment thereof, or entitled
              to receive payment of any such dividend,  or to any such allotment
              of  rights,  or to  exercise  the  rights in  respect  of any such
              change,  conversion  or exchange of capital  stock or to give such
              consent.

         (c)  If the share  transfer  books shall be closed or a record date set
              for the purpose of determining  shareholders entitled to notice of
              or to vote at a  meeting  of  shareholders,  such  books  shall be
              closed  for or  such  record  date  shall  be at  least  ten  days
              immediately preceding such meeting.

Section 6.07 Lost or Destroyed Certificates.
         The  corporation  may  issue  a  new  certificate  for  shares  of  the
         corporation  in  place of any  certificate  theretofore  issued  by it,
         alleged to have been lost or destroyed, and the Board of Directors may,
         in  their  discretion,  require  the  owner  of the  lost or  destroyed
         certificate  or his legal  representatives,  to give the  corporation a
         bond in such form and amount as the Board of Directors may direct,  and
         with such surety or sureties as may be  satisfactory  to the Board,  to
         indemnify the corporation  and its transfer  agents and registrars,  if
         any,  against  any  claims  that  may be made  against  it or any  such
         transfer  agent or  registrar  on account of the  issuance  of such new
         certificate. A new certificate may be issued without requiring any bond
         when, in the  judgement of the Board of  Directors,  it is proper to do
         so.


                                   ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES
                    ----------------------------------------

Section 7.01 How Constituted.
         The Board of Directors  may  designate an Executive  Committee and such
         other committees as the Board of Directors may deem  appropriate,  each
         of which Committees shall consist of two or more directors.  Members of
         the  Executive  Committee  and of any  such  other  committee  shall be
         designated  annually at the annual  meeting of the Board of  Directors;
         provided,  however, that at any time the Board of Directors may abolish
         or  reconstitute  the  Executive   Committee  and  of  any  such  other

                                       15
<PAGE>

         Committee. Each member of the Executive Committee and of any such other
         Committee  shall  hold  office  until  his  successor  shall  have been
         designated or until his  resignation or removal on the manner  provided
         in these By-Laws.

Section 7.02 Powers.
         During the intervals  between  meetings of the Board of Directors,  The
         Executive Committee shall have and may exercise all powers of the Board
         of  Directors  in the  management  of the  business  and affairs of the
         corporation,  except  for the power to fill  vacancies  in the board of
         Directors or to amend these  By-Laws,  and except for such powers as by
         law may not be  delegated  by the Board of  Directors  to an  Executive
         Committee.

Section 7.03 Proceedings.
         The Executive Committee, and such other committees as may be designated
         hereunder  by the Board of  Directors,  may fix its own  presiding  and
         recording  officer or times and upon such notice (or without notice) as
         it shall  determine  from  time to time.  It will  keep a record of its
         proceedings and shall report such proceedings to the Board of Directors
         at the meeting of the Board of Directors next following.

Section 7.04 Quorum and Manner of Acting.
         At  all  meetings  of  the  Executive  Committee,  and  of  such  other
         committees  as may be  designated  hereunder by the Board of Directors,
         the presence of members constituting a majority of the total authorized
         membership  of the  committee  shall be  necessary  and  sufficient  to
         constitute a quorum for the  transaction of business,  and the act of a
         majority  of the  members  present at any  meeting at which a quorum is
         present  shall  be the  act  of  such  committee.  The  members  of the
         Executive Committee,  and of such other Committees as may be designated
         hereunder by the Board of Directors,  shall act only as a committee and
         the individual members thereof shall have no powers as such.

Section 7.05 Resignations.
         Any member of the Executive Committee,  and of such other Committees as
         may be designated  hereunder by the Board of  Directors,  may resign at
         any time by delivering a written  resignation  to either the President,
         the Secretary or Assistant Secretary or to the presiding officer of the
         committee of which he is a member, if any shall have been appointed and
         shall  be  in  office.   Unless  otherwise   specified  therein,   such
         resignation shall take effect upon delivery.

Section 7.06 Removal.
         The  Board  of  Directors  may at any time  remove  any  member  of the
         Executive  Committee  or  of  any  other  Committee  designated  by  it
         hereunder either for or without cause.

Section 7.07 Vacancies.
         If any vacancy shall occur in the Executive Committee designated by the
         Board of Directors  hereunder,  by reason of  disqualification,  death,
         resignation,  removal or otherwise,  the remaining members shall, until

                                       16
<PAGE>

         the  filling of such  vacancy,  constitute  the then  total  authorized
         membership of the Committee and,  provided that two or more members are
         remaining,  continue to act.  Such vacancy may be filled at any meeting
         of the Board of Directors.

Section 7.08 Compensation.
         The Board of Directors may allow a fixed sum and expenses of attendance
         to any member of the  Executive  Committee,  or of any other  Committee
         designated by it hereunder,  who is not an active salaried  employer of
         the corporation for attendance at each meeting of the said committee.


                                  ARTICLE VIII
                                 INDEMNIFICATION
                                 ---------------

Section 8.01 Indemnification: Third Party Actions.
         The corporation shall have the power 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  proceedings,  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 another  corporation,
         partnership,   joint  venture,  trust,  or  other  enterprise,  against
         expenses  (including  attorney's fees),  judgments,  fines, and amounts
         paid in  settlement  actually and  reasonably  believed to be in or not
         opposed to the best interests of the corporation,  and, with respect to
         any criminal action or proceeding,  had no reasonable  cause to believe
         his conduct  was  unlawful.  The  termination  of any  action,  suit or
         proceeding by judgment,  order, settlement,  conviction, or upon a plea
         of nolo  presumption that the person did not act in good faith and in a
         manner which he reasonably believed to be in or not opposed to the best
         interest of the corporation, and with respect to any criminal action or
         proceeding,  had  reasonable  cause to  believe  that his  conduct  was
         unlawful.

Section 8.02 Indemnification: Corporate  Actions.
         The corporation shall have the power 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 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,
         partnership,   joint  venture,  trust,  or  other  enterprise,  against
         expenses  (including  attorney's fees) actually and reasonably incurred
         by him in  connection  with the  defense  or in a manner he  reasonably
         believed  to  be in  or  not  opposed  to  the  best  interest  of  the
         corporation,  and  except  that  no  indemnification  shall  be made in
         respect of any claim,  issue,  or matter as to which such person  shall
         have been  adjudged to be liable for  negligence  or  misconduct in the

                                       17
<PAGE>

         performance  of his  duty to the  corporation  unless  and  only to the
         extent that the court in which such  action or suit was  brought  shall
         determine upon application that,  despite the adjudication of liability
         but in view of all circumstances of the case, such person is fairly and
         reasonably  entitled to indemnify for such  expenses  which court shall
         deem proper.

Section 8.03 Determination.
         To the  extent  that a  director,  officer,  employee,  or agent of the
         corporation  has been  successful on the merits or otherwise in defense
         of any action, suit, or proceeding referred to in section 8.01 and 8.02
         hereof, or is indemnified against expenses (including  attorney's fees)
         actually and reasonably  incurred by him in connection  therewith.  Any
         other  indemnification under Sections 8.01 or 8.02 hereof shall be made
         by the corporation  upon a determination  that  indemnification  of the
         director,  officer,  employee,  or agent is proper in the circumstances
         because he has met the  applicable  standard  of  conduct  set forth in
         Sections 8.01 or 8.02 hereof. Such determination shall be made either

         (1)  By  the  Board  of  Directors  by a  majority  vote  of  a  quorum
              consisting of directors who were not parties to such action, suit,
              or proceeding, or

         (2)  By independent legal counsel in a written opinion, or

         (3)  By the shareholders by a majority vote of a quorum of shareholders
              at any meeting duly called for such purposes.

Section 8.04 General Indemnification.
         The  indemnification  provided  by this  Section  shall  not be  deemed
         exclusive of any other  indemnification  granted under any provision of
         any statute, in the corporation's  Articles of Incorporation,  By-Laws,
         agreement,   vote  of  shareholders  of  disinterested   directors,  or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be a director,  officer, employee, or agent,
         and shall inure to the  benefit of the heirs and legal  representatives
         of such a person.

Section 8.05 Advances.
         Expenses  incurred in defending a civil or criminal  action,  suit,  or
         proceeding  as  contemplated  in  this  section  may  be  paid  by  the
         corporation in advance of the final  disposition if such action,  suit,
         or  proceeding  upon a  majority  vote  of a  quorum  of the  Board  of
         Directors and upon a receipt of an  undertaking  by or in behalf of the
         director,  officer,  employee, or agent to repay such amount or amounts
         unless it ultimately be determined by the  corporation as authorized by
         this   section.

Section 8.06 Scope of Indemnification.
         The  indemnification  authorized  by this  Section  shall  apply to all
         present and future directors,  officers,  employees,  and agents of the
         corporation  and  shall  continue  as to such  persons  who cease to be

                                       18
<PAGE>

         directors, officers, employees, or agents of the corporation, and shall
         inure to the benefit of the heirs, executors, and administrators of all
         such  persons  and shall be in  addition  to all other  indemnification
         permitted by law.

Section 8.07 Insurance.
         The  corporation  may purchase and maintain  insurance on behalf of any
         person who is or was a  director,  officer,  employee,  or agent of the
         corporation,  or is or was serving at the request of the corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership, joint venture, trust, or other enterprise against any such
         liability hereafter be amended or modified.


                                   ARTICLE IX
                                   FISCAL YEAR
                                   -----------

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


                                    ARTICLE X
                                    DIVIDENDS
                                    ---------

         The  Board  of  Directors  may  from  time  to  time  declare,  and the
         corporation may pay,  dividends on its outstanding shares in the manner
         and  upon  the  terms  and  conditions  provided  by  the  Articles  of
         Incorporation and by law.


                                   ARTICLE XI
                                   AMENDMENTS

         All  By-Laws  of the  corporation,  whether  adopted  by the  Board  of
         Directors  or  the   shareholders,   shall  be  subject  to  amendment,
         alteration or repeal, and new By-Laws may be made, except that:

         (a)  No By-Law adopted or amended by the shareholders  shall be altered
              or repealed by the Board of Directors;

         (b)  No By-Law shall be adopted by the Board of  Directors  which shall
              require more than a majority of the voting  shares for a quorum at
              a meeting of  shareholders,  or more than a majority of the voters
              cast to constitute action by the shareholders, except where higher
              percentages are required by law; provided, however, that

                                       19
<PAGE>

              i-     If any By-Law regulating an impending election of directors
                     is  adopted  or  amended  or   repealed  by  the  Board  of
                     Directors,  there  shall be set forth in the  notice of the
                     next  meeting  of the  shareholders  for  the  election  of
                     directors,  the By-Laws so adopted or amended or  repealed,
                     together with a concise statement of the changes made; and

              ii-    No amendment, alteration or repeal of this Section shall be
                     made except by the shareholders.


                                       20