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                                                                     Exhibit 3.2


                                     BY-LAWS
                                       OF

                         PRINCETON AMERICAN CORPORATION

ARTICLE I:       MEETINGS OF SHAREHOLDERS

                  1. Shareholders' Meetings shall be held in the office of the
corporation, at Carson City, NV, or at such other place or places as the
Directors shall, from time to time determine.

                  2. The annual meeting of the shareholders of this corporation
shall be held at 11:00 a.m. on the 7th day of September of each year beginning
in 1996, or at such other time as shall be set by the Board of Directors, at
which time there shall be elected by the shareholders of the corporation a Board
of Directors for the ensuing year, and the shareholders shall transact such
other business as shall properly come before them. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.

                  3. A notice signed by any officer of the corporation or by any
person designated by the Board of Directors, which sets forth the place of the
annual meeting, shall be personally delivered to each of the shareholders of
record, or mailed postage prepaid, at the address as appears on the stock book
of the corporation, or if no such address appears in the



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stock book of the corporation, to his last known address, at least ten (10) days
prior to the annual meeting.

                           Whenever any notice is required to be given under any
article of these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time of the meeting
of the shareholders, shall be deemed equivalent to proper notice.

                  4. Twenty percent (20%) of the shares issued and outstanding,
either in person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of the shareholders.

                  5. If a quorum is not present at the annual meeting, the
shareholders present, in person or by proxy, may adjourn to such future time as
shall be agreed upon by them, and notice of such adjournment shall be mailed,
postage prepaid, to each shareholder of record at least ten (10) days before
such date to which the meeting was adjourned; but if a quorum is present, they
may adjourn from day to day as they see fit, and no notice of such adjournment
need be given.

                  6. Special meetings of the shareholders may be called at any
time by the President; by all of the Directors provided there are no more than
three, or if more than three, by any three Directors; or by the holder of a
majority share of the capital stock of the corporation. The Secretary shall send
a notice of such called meeting to each shareholder of record at least ten (10)
days before such meeting, and such notice shall state the time and place of the
meeting, and the object thereof. No business shall be transacted at a special
meeting except as stated in the notice to the shareholders, unless by unanimous
consent of all shareholders present, either in person or by proxy, all such
shares being represented at the meeting.



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entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the addresses and number of shares held by each, which
list, for a period of ten (10) days prior to such meeting, shall be kept on file
at the principle office of the corporation and shall be subject to inspection by
any stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at the
meeting of stockholders.

ARTICLE II:       STOCK

                  1. Certificates of stock shall be in a form adopted by the
Board of Directors and shall be signed by the President and Secretary of the
corporation.

                  2. All certificates shall be consecutively numbered; the name
of the person owning the shares represented thereby, with the number of such
shares, and the date of issue shall be entered on the company's books.

                  3. All certificates of stock transferred by endorsement
thereon shall be surrendered by cancellation and new certificates issued to the
purchaser or assignee.

                  4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation.



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                  5. The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of this state.

ARTICLE III:      DIRECTORS

                  1. A Board of Directors, consisting of at least one (1) person
shall be chosen annually by the shareholders at their meeting to manage the
affairs of the corporation. The Directors' term of office shall be one (1) year
and Directors may be reelected for successive annual terms.

                  2. Vacancies on the Board of Directors by reason of death,
resignation or other causes shall be filled by the remaining Directors or
Directors choosing a Director or Directors to fill the unexpired term.

                  3. Regular meetings of the Board of Directors shall be held at
1:00 p.m. on the 7th day of September of each year beginning in 1996 at the
office of the company at Carson City, NV, or at such other time or place as the
Board of Directors shall by resolution appoint; special meetings may be called
by the President or any Director giving ten (10) days notice to each Director.
Special meetings may also be called by execution of the appropriate waiver of
notice and called when executed by a majority of the Directors of the company. A
majority of the Directors shall constitute a quorum.

                  4. The Directors shall have the general management and control
of the business and affairs of the corporation and shall exercise all the powers
that may be exercised or performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such management will be by equal
vote of each member of the Board of Directors



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with each Board member having an equal vote.

                  5. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Directors.

                  6. A resolution, in writing, signed by all or a majority of
the members of the Board of Directors, shall constitute action by the Board of
Directors to effect therein expressed, with the same force and effect as though
such resolution had been passed at a duly convened meeting; and it shall be the
duty of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.

                  7. Any or all of the Directors may be removed for cause by
vote of the shareholders or by action of the Board. Directors may be removed
without cause only by vote of the shareholders.

                  8. A Director may resign at any time by giving written notice
to the Board, the President or the Secretary of the corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

                  9. A Director of the corporation who is present at a meeting
of the 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 or 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 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.



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ARTICLE IV:       OFFICERS

                  1. The officers of this company shall consist of: a President
one or more Vice Presidents, Secretary, Treasurer, and such other offices as
shall, from time to time, be elected or appointed by the Board of Directors.

                  2. The President shall preside at all meetings of the
directors and the shareholders and shall have general charge and control over
the affairs of the corporation subject to the Board of Directors. He shall sign
or countersign all certificates, contracts and other instruments of the
corporation as authorized by the Board of Directors and shall perform all such
other duties as are incident to his office or are required by him by the Board
of Directors.

                  3. The Vice President shall exercise the functions of the
President during the absence or disability of the President and shall have such
powers and such duties as may be assigned to him from time to time by the Board
of Directors.

                  4. The Secretary shall issue notices for all meetings as
required by the By-Laws, shall keep a record of the minutes of the proceedings
of the meetings of shareholders and Directors, shall have charge of the
corporate books, and shall make such reports and perform such other duties as
are incident to his office, or properly required of him by the Board of
Directors. He shall be responsible that the corporation complies with Section
78.105 of the Nevada Revised Statutes and supplies to the Nevada Resident Agent
or Registered Office in Nevada, any and all amendments to the corporation's
Articles of Incorporation and any and all amendments or changes to the By-Laws
of the corporation. In compliance with Section 78.105, he will also supply to
the Nevada Resident Agent or Registered Office in Nevada, and maintain, a
current statement setting out the name of the custodian of the stock ledger or
duplicate stock ledger, and the present and



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complete post office address, including street and number, if any, where such
stock ledger or duplicate stock ledger is kept.

                  5. The Treasurer shall have the custody of all monies and
securities of the corporation and shall keep regular books of account. He shall
disburse the funds of the corporation in payment of the just demands against the
corporation, or as may be ordered by the Board of Directors, making proper
vouchers for such disbursements and shall render to the Board of Directors, from
time to time, as may be required of him, an account of all his transactions as
Treasurer and of the financial condition of the corporation. He shall perform
all duties incident to his office or which are properly required of him by the
Board of Directors.

                  6. The Resident Agent shall be in charge of the corporation's
registered office in the State of Nevada, upon whom process against the
corporation may be served and shall perform all duties required of him by
statute.

                  7. The salaries of all officers shall be fixed by the Board
of Directors and may be changed, from time to time, by a majority vote of the
Board.

                  8. Each of such officers shall serve for a term of one (1)
year or until their successors are chosen and qualified. Officers may be
reelected or appointed for successive annual terms.

                  9. The Board of Directors may appoint such other officers and
agents, as it shall deem necessary or expedient, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined, from time to time, by the Board of Directors.

                  10. Any officers or agent elected or appointed by the
Directors may be removed by the Directors whenever in their judgment the



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best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

                  11. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Directors for the
unexpired portion of the term.

ARTICLE V:        INDEMNIFICATION OF OFFICERS AND DIRECTORS

                  The corporation shall indemnify any and all of its directors
and officers, and its former Directors and officers, or any person who may have
served at the corporation's request as a Director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or office(s) of the corporation, or of such other corporation
except, in relation to matters as to which any such Director or officer or
former Director or officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of
duty. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled, under By-Law, agreement, vote of
shareholders or otherwise.

ARTICLE VI:       DIVIDENDS

                  The 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 law.



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ARTICLE VII:      WAIVER OF NOTICE

                  Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or Director of the corporation under the
provisions of these By-Laws or under the provisions of the Articles of
Incorporation, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

ARTICLE VIII:     AMENDMENTS

                  1. Any of these By-Laws may be amended by a quorum of
shareholders as described in Article I, Paragraph 4 of these By-Laws.

                  2. The Board of Directors may amend the By-Laws or adopt
additional By-Laws, but shall not alter or repeal any By-Laws adopted by the
shareholders of the company.


                         CERTIFIED TO BE THE BY-LAWS OF

                         PRINCETON AMERICAN CORPORATION

                           By /s/ David S. Smith
                              -------------------------
                                      Secretary



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