Exhibit 3.2

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                          THE MIIX GROUP, INCORPORATED

                                     BY-LAWS

                         As adopted on October 15, 1997
                        And amended on February 21, 2001,
                                 March 21, 2001,
                               April 16, 2001, and
                                   May 3, 2001
                                February 20, 2002
                                  June 12, 2002

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<PAGE>





                          THE MIIX GROUP, INCORPORATED

                                     BY-LAWS

                                TABLE OF CONTENTS

ARTICLE I STOCKHOLDERS.........................................................1
   Section 1.01.      Annual Meetings..........................................1
   Section 1.02.      Special Meetings.........................................1
   Section 1.03.      Notice of Meetings; Waiver...............................1
   Section 1.04.      Quorum...................................................2
   Section 1.05.      Voting...................................................2
   Section 1.06.      Voting by Ballot.........................................2
   Section 1.07.      Adjournment..............................................2
   Section 1.08.      Proxies..................................................2
   Section 1.09.      Notice of Stockholder Business and Nominations...........3
   Section 1.10.      Organization; Procedure..................................5
   Section 1.11.      Inspectors of Elections..................................5
   Section 1.12.      Opening and Closing of Polls.............................6
   Section 1.13.      No Stockholder Action by Written Consent.................6

ARTICLE II BOARD OF DIRECTORS..................................................6
   Section 2.01.      General Powers...........................................6
   Section 2.02.      Number and Term of Office................................6
   Section 2.03.      Election of Directors....................................6
   Section 2.04.      Annual and Regular Meetings..............................7
   Section 2.05.      Special Meetings; Notice.................................7
   Section 2.06.      Quorum; Voting...........................................7
   Section 2.07.      Adjournment..............................................7
   Section 2.08.      Action Without a Meeting.................................7
   Section 2.09.      Regulations Manner of Acting.............................8
   Section 2.10.      Action by Telephonic Communications......................8
   Section 2.11.      Resignations.............................................8
   Section 2.12.      Removal of Directors.....................................8
   Section 2.13.      Vacancies and Newly Created Directorships................8
   Section 2.14.      Compensation.............................................8
   Section 2.15.      Reliance on Accounts and Reports, etc....................8

ARTICLE III EXECUTIVE COMMITTEE AND OTHER COMMITTEES...........................9
   Section 3.01.      Committees of Directors..................................9
   Section 3.02.      Other Committees.........................................9
   Section 3.03.      Powers..................................................10
   Section 3.04.      Proceedings.............................................10
   Section 3.05.      Quorum and Manner of Acting.............................10
   Section 3.06.      Action by Telephonic Communications.....................11
   Section 3.07.      Absent or Disqualified Members..........................11
   Section 3.08.      Resignations............................................11
   Section 3.09.      Removal.................................................11
   Section 3.10.      Vacancies...............................................11

ARTICLE IV OFFICERS...........................................................11
   Section 4.01.      Number..................................................11
   Section 4.03.      Compensation............................................11
   Section 4.04.      Removal and Resignation; Vacancies......................12
   Section 4.05.      Authority and Duties of Officers........................12
   Section 4.06.      Chairman of the Board...................................12

<PAGE>

   Section 4.07.      Vice Chairman of the Board..............................12
   Section 4.08.      The President...........................................12
   Section 4.09.      Vice Presidents.........................................12
   Section 4.10.      The Secretary...........................................12
   Section 4.11.      Treasurer...............................................13
   Section 4.12.      Additional Officers.....................................13
   Section 4.13.      Security................................................13

ARTICLE V CAPITAL STOCK.......................................................14
   Section 5.01.      Certificates of Stock, Uncertificated Shares............14
   Section 5.02.      Signatures; Facsimile...................................14
   Section 5.03.      Lost, Stolen or Destroyed Certificates..................14
   Section 5.04.      Transfer of Stock.......................................14
   Section 5.05.      Record Date.............................................15
   Section 5.06.      Registered Stockholders.................................15
   Section 5.07.      Transfer Agent and Registrar............................15

ARTICLE VI INDEMNIFICATION....................................................16
   Section 6.01.      Nature of Indemnity.....................................16
   Section 6.02.      Successful Defense......................................16
   Section 6.03.      Determination that Indemnification is Proper............17
   Section 6.04.      Advance Payment of Expenses.............................17
   Section 6.05.      Procedure for Indemnification of Directors and Officers.17
   Section 6.06.      Survival; Preservation of Other Rights..................18
   Section 6.07.      Insurance...............................................18
   Section 6.08.      Severability............................................18

ARTICLE VII OFFICES...........................................................18
   Section 7.01.      Registered Office.......................................18
   Section 7.02.      Other Offices...........................................18

ARTICLE VIII GENERAL PROVISIONS...............................................19
   Section 8.01.      Dividends...............................................19
   Section 8.02.      Reserves................................................19
   Section 8.03.      Execution of Instruments................................19
   Section 8.04.      Corporate Indebtedness..................................19
   Section 8.05.      Deposits................................................20
   Section 8.06.      Checks..................................................20
   Section 8.07.      Sale, Transfer, etc., of Securities.....................20
   Section 8.08.      Voting as Stockholder...................................20
   Section 8.09.      Fiscal Year.............................................20
   Section 8.10.      Seal....................................................20
   Section 8.11.      Books and Records; Inspection...........................20

ARTICLE IX AMENDMENT OF BY-LAWS...............................................21
   Section 9.01.      Amendment...............................................21

ARTICLE X CONSTRUCTION........................................................21
   Section 10.01.    Construction.............................................21

<PAGE>

                          THE MIIX GROUP, INCORPORATED

                                     BY-LAWS

                         As adopted on October 15, 1997
                        and amended on February 21, 2001,
                                 March 21, 2001,
                               April 16, 2001; and
                                   May 3, 2001

                                    ARTICLE I

                                  STOCKHOLDERS

Section 1.01. Annual Meetings
     The annual meeting of the stockholders of the Corporation for the election
of Directors and for the transaction of such other business as properly may come
before such meeting shall be held at such place, date and hour as designated by
the Board of Directors and set forth in the notice or waiver of notice of the
meeting. [Sections 211(a), (b).]1

Section 1.02. Special Meetings
     Special meetings of the stockholders may be called at any time by the Chief
Executive Officer (or, in the event of his or her absence or disability, by any
Vice President) or by the Chairman or Vice Chairman of the Board of Directors. A
special meeting shall be called by the Chief Executive Officer (or, in the event
of his or her absence or disability, by any Vice President) or, by the Chairman
or Vice Chairman of the Board of Directors pursuant to a resolution approved by
a majority of the entire Board of Directors. Such special meetings of the
stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. Except as expressly provided in this By-law, any power of the
stockholders of the Corporation to call a special meeting is specifically
denied. [Section 211(d).]

Section 1.03. Notice of Meetings; Waiver
     The Secretary or any Assistant Secretary shall cause written notice of the
place, date and hour of each meeting of the stockholders, and, in the case of a
special meeting, the purpose or purposes for which such meeting is called, to be
given personally or by mail, not less than ten nor more than sixty days prior to
the meeting, to each stockholder of record entitled to vote at such meeting. If
such notice is mailed, it shall be deemed to have been given to a stockholder
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the record of stockholders of
the Corporation, or, if he or she shall have filed with the Secretary of the
Corporation a written request that notices to him or her be mailed to some other
address, then directed to him or her at such other address. Such further notice
shall be given as may be required by law.

     No notice of any meeting of stockholders need be given to any stockholder
who submits a signed waiver of notice, whether before or after the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in a written waiver of
notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting to the transaction of any business on the ground that the meeting is not
lawfully called or convened. [Sections 222.229.]


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----------
1. Section references in brackets refer to sections of the Delaware General
Corporation Law.
<PAGE>

BY-LAWS OF
The MIIX Group, Inc.

Section 1.04. Quorum
     Except as otherwise required by law or by the Certificate of Incorporation,
the presence in person or by proxy of the holders of record of one-third of the
shares entitled to vote at a meeting of stockholders shall constitute a quorum
for the transaction of business at such meeting. [Section 216.]

Section 1.05. Voting
     If pursuant to Section 5.05 of these By-laws, a record date has been fixed,
every holder of record of shares entitled to vote at a meeting of stockholders
shall be entitled to one vote for each share outstanding in his or her name on
the books of the Corporation at the close of business on such record date. If no
record date has been fixed, then every holder of record of shares entitled to
vote at a meeting of stockholders shall be entitled to one vote for each share
of stock standing in his or her name on the books of the Corporation at the
close of business on the day next preceding the day on which notice of the
meeting is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. Except as otherwise
required by law or by the Certificate of Incorporation or by these By-laws, the
vote of a majority of the shares represented in person or by proxy at any
meeting at which a quorum is present shall be sufficient for the transaction of
any business at such meeting. [Sections 212(a), 216.]

Section 1.06. Voting by Ballot
     No vote of the stockholders need be taken by written ballot unless
otherwise required by law. Any vote which need not be taken by ballot may be
conducted in any manner approved by the meeting.

Section 1.07. Adjournment
     If a quorum is not present at any meeting of the stockholders, the
stockholders present in person or by proxy shall have the power to adjourn any
such meeting from time to time until a quorum is present. Notice of any
adjourned meeting of the stockholders of the Corporation need not be given if
the place, date and hour thereof are announced at the meeting at which the
adjournment is taken, provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 of
these By-laws, shall be given to each stockholder of record entitled to vote at
such meeting. At any adjourned meeting at which a quorum is present any business
may be transacted that might have been transacted on the original date of the
meeting. [Section 222(c).]

Section 1.08. Proxies
     Any stockholder entitled to vote at any meeting of the stockholders or to
express consent to or dissent from corporate action in writing without a meeting
may authorize another person or persons to vote at any such meeting and express
such consent or dissent for him or her by proxy. A stockholder may authorize a
valid proxy by written instrument or by electronic, telephonic or computerized
(including via the Internet) transmission to the person designated as the holder
of the proxy, a proxy solicitation firm or a like authorized agent. No such
proxy shall be voted or acted upon after the expiration of three years from the
date of such proxy, unless such proxy provides for a longer period. Every proxy
shall be revocable at the pleasure of the stockholder executing it, except in
those cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy, which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary. Proxies by telegram cablegram or other electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram, or other electronic transmission was
authorized by the stockholder. Any copy, facsimile telecommunication or other
reliable reproduction of a writing or transmission created pursuant to this
section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the


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BY-LAWS OF
The MIIX Group, Inc.

original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. [Sections 212(b),
(c), (d), (e).]

Section 1.09. Notice of Stockholder Business and Nominations

     (A) Annual Meetings of Stockholders
          (1) Nominations of persons for election to the Board of Directors of
     the Corporation and the proposal of business to be considered by the
     stockholders may be made at an annual meeting of stockholders (a) by or at
     the direction of the Board of Directors or the Chairman of the Board, or
     (b) by any stockholder of the Corporation who is entitled to vote at the
     meeting, who complies with the notice procedures set forth in clauses (2)
     and (3) of this paragraph and who was a stockholder of record at the time
     such notice is delivered to the Secretary of the Corporation.

          (2) For nominations or other business to be properly brought before an
     annual meeting by a stockholder, pursuant to clause (b) of paragraph (A)(1)
     of this By-law, the stockholder must have given timely notice thereof in
     writing to the Secretary of the Corporation. To be timely, a stockholder's
     notice shall be delivered to the Secretary at the principal executive
     offices of the Corporation not less than ninety days nor more than one
     hundred and twenty days prior to the first anniversary of the preceding
     year's annual meeting; provided, that if the date of the annual meeting is
     advanced by more than twenty days or delayed by more than seventy days from
     such anniversary date, notice by the stockholder to be timely must be so
     delivered not earlier than one hundred and twenty days prior to such annual
     meeting and not later than the close of business on the later of the
     ninetieth day prior to such annual meeting or the tenth day following the
     day on which public announcement of the date of such meeting is first made.
     For purposes of determining whether a stockholder's notice shall have been
     delivered in a timely manner for the annual meeting of stockholders the
     "first anniversary of the preceding year's annual meeting" shall be deemed
     to be October 15, 1997. In no event shall the adjournment of an annual
     meeting commence a new time period for the giving of a stockholder's notice
     as described above. Such stockholder's notice shall set forth (a) as to
     each person whom the stockholder proposes to nominate for election or
     reelection as a Director all information relating to such person that is
     required to be disclosed in solicitations of proxies for election of
     directors or is otherwise required, in each case pursuant to Regulation 14A
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
     and Rule 14a-11 thereunder, including such person's written consent to
     being named in the proxy statement as a nominee and to serving as a
     Director if elected; (b) as to any other business that the stockholder
     proposes to bring before the meeting, a brief description of the business
     desired to be brought before the meeting, the reasons for conducting such
     business at the meeting and any material interest in such business of such
     stockholder and of any beneficial owner on whose behalf the proposal is
     made; and (c) as to the stockholder giving the notice and any beneficial
     owner on whose behalf the nomination or proposal is made (i) the name and
     address of such stockholder, as they appear on the Corporation's books, and
     of such beneficial owner and (ii) the class and number of shares of the
     Corporation which are owned beneficially and of record by such stockholder
     and such beneficial owner.


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BY-LAWS OF
The MIIX Group, Inc.

          (3) Notwithstanding anything in the second sentence of paragraph
     (A)(2) of this By-law to the contrary, in the event that the number of
     Directors to be elected to the Board of Directors of the Corporation is
     increased and there is no public announcement naming all of the nominees
     for Director or specifying the size of the increased Board of Directors
     made by the Corporation at least one hundred days prior to the first
     anniversary of the preceding year's annual meeting, a stockholder's notice
     under this paragraph shall also be considered timely, but only with respect
     to nominees for any new positions created by such increase if it shall be
     delivered to the Secretary at the principal executive offices of the
     Corporation not later than the close of business on the tenth day following
     the day on which such public announcement is first made by the Corporation.

     (B) Special Meetings of Stockholders Only such business as shall have been
     brought before the special meeting of the stockholders pursuant to the
     Corporation's notice of meeting pursuant to Section 1.03 of these By-laws
     shall be conducted at such meeting. Nominations of persons for election to
     the Board of Directors may be made at a special meeting of stockholders at
     which Directors are to be elected pursuant to the Corporation's notice of
     meeting (i) by or at the direction of the Board of Directors or (ii) by any
     stockholder of the Corporation who is entitled to vote at the meeting, who
     complies with the notice procedures set forth in this By-law and who is a
     stockholder of record at the time such notice is delivered to the Secretary
     of the Corporation. Nominations by stockholders of persons for election to
     the Board of Directors may be made at such special meeting of stockholders
     if the stockholder's notice as required by paragraph (A)(2) of this By-law
     shall be delivered to the Secretary at the principal executive offices of
     the Corporation not earlier than the one hundred and twentieth day prior to
     such special meeting and not later than the close of business on the later
     of the ninetieth day prior to such special meeting or the tenth day
     following the day on which public announcement is first made of the date of
     the special meeting and of the nominees proposed by the Board of Directors
     to be elected at such meeting. In no event shall the adjournment of a
     special meeting commence a new time period for the giving of a
     stockholder's notice as described above.

     (C) General
          (1) Only persons who are nominated in accordance with the procedures
     set forth in this By-law shall be eligible to serve as Directors and only
     such business shall be conducted at a meeting of stockholders as shall have
     been brought before the meeting in accordance with the procedures set forth
     in this By-law. Except as otherwise provided by law, the Certificate of
     Incorporation or these By-laws, the Chairman of the meeting shall have the
     power and duty to determine whether a nomination or any business proposed
     to be brought before the meeting was made in accordance with the procedures
     set forth in this By-law and, if any proposed nomination or business is not
     in compliance with this By-law, to declare that such defective proposal or
     nomination shall be disregarded.

          (2) For purposes of this By-law, "public announcement" shall mean
     disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or comparable national news service or in a document
     publicly filed by the Corporation with the Securities and Exchange
     Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.


                                                                               4
<PAGE>

          (3) Notwithstanding the foregoing provisions of this By-law, a
     stockholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this By-law. Nothing in this By-law shall be deemed to
     affect any rights (a) of stockholders to request inclusion of proposals in
     the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
     Act, or (b) of the holders of any series of Preferred Stock, if any, to
     elect Directors if so provided under any applicable Preferred Stock
     Certificate of Designation (as defined in the Certificate of
     Incorporation).

Section 1.10. Organization; Procedure
     At every meeting of stockholders the presiding officer shall be the
Chairman of the Board or, in the event of his or her absence or disability, the
Vice Chairman of the Board. The Secretary, or in the event of his or her absence
or disability, the Assistant Secretary, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting. The order of business and all
other matters of procedure at every meeting of stockholders may be determined by
such presiding officer.

Section 1.11. Inspectors of Elections
     Preceding any meeting of the stockholders, the Board of Directors shall
appoint one or more persons to act as Inspectors of Elections, and may designate
one or more alternate inspectors. In the event no inspector or alternate is able
to act, the person presiding at the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before entering upon the discharge of the
duties of an inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his or
her ability. The inspector shall:

     (a)  ascertain the number of shares outstanding and the voting power of
          each;
     (b)  determine the shares represented at a meeting and the validity of
          proxies and ballots;
     (c)  count all votes and ballots;
     (d)  determine and retain for a reasonable period a record of the
          disposition of any challenges made to any determination by the
          inspectors; and
     (e)  certify his or her determination of the number of shares represented
          at the meeting, and his or her count of all votes and ballots.

     The inspector may appoint or retain other persons or entities to assist in
the performance of the duties of inspector.

     When determining the shares represented and the validity of proxies and
ballots, the inspector shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Section 1.08 of these By-laws, ballots and the regular books and records of
the Corporation. The inspector may consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers or their nominees or a similar person which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record. If the inspector considers other
reliable information as outlined in this section, the inspector, at the time of
his or her certification pursuant to (e) of this section, shall specify the
precise information considered, the person or persons from whom the information
was obtained, when this information was obtained, the means by which the
information was obtained, and the basis for the inspector's belief that such
information is accurate and reliable. [Sections 231 (a), (b), (d).]


                                                                               5
<PAGE>

BY-LAWS OF
The MIIX Group, Inc.

Section 1.12. Opening and Closing of Polls
     The date and time for the opening and the closing of the polls for each
matter to be voted upon at a stockholder meeting shall be announced at the
meeting. The inspector of the election shall be prohibited from accepting any
ballots, proxies or votes or any revocations thereof or changes thereto after
the closing of the polls, unless the Court of Chancery upon application by a
stockholder shall determine otherwise. [Section 231 (c).]

Section 1.13. No Stockholder Action by Written Consent
     Effective as of the time the Common Stock shall be registered pursuant to
the provisions of the Exchange Act, any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly called annual
or special meeting of the stockholders of the Corporation, and the ability of
the stockholders to consent in writing to the taking of any action is
specifically denied.

                                   ARTICLE II

                               BOARD OF DIRECTORS

Section 2.01. General Powers
     Except as may otherwise be provided by law, by the Certificate of
Incorporation or by these By-laws, the property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
and the Board of Directors may exercise all the powers of the Corporation.
[Section 141(a).]

Section 2.02. Number and Term of Office
     Subject to the rights of the holders of any series of Preferred Stock, if
any, the number of Directors shall be fixed from time to time exclusively
pursuant to a resolution adopted by a majority of the entire Board, but shall
consist of not less than seven (7) Directors nor more than ten (10) Directors.
The Directors, other than those who may be elected by the holders of any series
of Preferred Stock, if any, shall be divided into three classes, designated
Classes I, II and III, which shall be as nearly equal in number as possible.
Directors of Class I shall be elected to hold office for a term expiring at the
annual meeting of stockholders to be held in 1999, Directors of Class II shall
be elected to hold office for a term expiring at the annual meeting of
stockholders to be held in 2000 and Directors of Class III shall be elected to
hold office for a term expiring at the annual meeting of stockholders to be held
in 2001. At each succeeding annual meeting of stockholders following such
initial classification and election, the respective successors of each class
shall be elected for three-year terms. Each Director (whenever elected) shall
hold office until his or her successor has been duly elected and qualified, or
until his or her earlier death, resignation or removal, except that each
Director who attains retirement age as determined by the Board of Directors
during the term for which elected shall hold office only until the next annual
meeting of stockholders following attainment of retirement age, at which time a
person may be elected as Director to complete the unexpired term of office, if
any, for which the Director attaining retirement age had been elected. [Section
141(b).]

Section 2.03. Election of Directors
     Except as otherwise provided in Sections 2.12 and 2.13 of these By-laws,
the Directors shall be elected at each annual meeting of the stockholders. If
the annual meeting for the election of Directors is not held on the date
designated therefor, the Directors shall cause the meeting to be held as soon
thereafter as convenient. At each meeting of the stockholders for the election
of Directors, provided a quorum is present, the Directors shall be elected by a
plurality of the votes validly cast in such election. [Sections 211(b), (c),
216.]


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<PAGE>

BY-LAWS OF
The MIIX Group, Inc.

Section 2.04. Annual and Regular Meetings
     The annual meeting of the Board of Directors for the purpose of electing
officers and for the transaction of such other business as may come before the
meeting shall be held as soon as possible following adjournment of the annual
meeting of the stockholders at the place of such annual meeting of the
stockholders. Notice of such annual meeting of the Board of Directors need not
be given. The Board of Directors from time to time may by resolution provide for
the holding of regular meetings and fix the place (which may be within or
without the State of Delaware) and the date and hour of such meetings. Notice of
regular meetings need not be given, provided, however, that if the Board of
Directors shall fix or change the time or place of any regular meeting, notice
of such action shall be mailed promptly, or sent by telephone, including a voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means to each Director who shall not have been present at the meeting at which
such action was taken, addressed to him or her at his or her usual place of
business, or shall be delivered to him or her personally. Notice of such action
need not be given to any Director who attends the first regular meeting after
such action is taken without protesting the lack of notice to him or her, prior
to or at the commencement of such meeting, or to any Director who submits a
signed waiver of notice, whether before or after such meeting. [Section 141(g).]

Section 2.05. Special Meetings; Notice
     Special meetings of the Board of Directors shall be held whenever called by
the Chief Executive Officer (or, in the event of his or her absence or
disability, by any Vice President), or by the Chairman or Vice Chairman of the
Board of Directors at such place (within or without the State of Delaware), date
and hour as may be specified in the respective notices or waivers of notice of
such meetings. Special meetings of the Board of Directors may be called on
twenty-four hours' notice, if notice is given to each Director personally or by
telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, telegraph, facsimile, electronic
mail or other electronic means, or on five days' notice, if notice is mailed to
each Director, addressed to him or her at his or her usual place of business.
Notice of any special meeting need not be given to any Director who attends such
meeting without protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat. [Sections 141(g), 229.]

Section 2.06. Quorum; Voting
     At all meetings of the Board of Directors, the presence of a majority of
the total number of Directors then in office shall constitute a quorum for the
transaction of business. Except as otherwise required by law, the vote of a
majority of the Directors present in person at any meeting at which a quorum is
present shall be the act of the Board of Directors. [Section 141(b).]

Section 2.07. Adjournment
     A majority of the Directors present, whether or not a quorum is present,
may adjourn any meeting of the Board of Directors to another time or place. No
notice need be given of any adjourned meeting unless the time and place of the
adjourned meeting are not announced at the time of adjournment, in which case
notice conforming to the requirements of Section 2.05 of these By-laws shall be
given to each Director.

Section 2.08. Action Without a Meeting
     Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of the Board of
Directors consent thereto in writing, and such writing or writings are filed
with the minutes of proceedings of the Board of Directors. [Section 141(f).]


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Section 2.09. Regulations Manner of Acting
     To the extent consistent with applicable law, the Certificate of
Incorporation and these By-laws, the Board of Directors may adopt such rules and
regulations for the conduct of meetings of the Board of Directors and for the
management of the property, affairs and business of the Corporation as the Board
of Directors may deem appropriate. The Directors shall act only as a Board, and
the individual Directors shall have no power as such.

Section 2.10. Action by Telephonic Communications
     Members of the Board of Directors may participate in a meeting of the Board
of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting. [Section 141(i).]

Section 2.11. Resignations
     Any Director may resign at any time by delivering a written notice of
resignation, signed by such Director, to the Chief Executive Officer or the
Secretary. Unless otherwise specified therein, such resignation shall take
effect upon delivery. [Section 141(b).]

Section 2.12. Removal of Directors
     Subject to the rights of the holders of any series of Preferred Stock, if
any, to elect additional Directors under specified circumstances, any Director
may be removed at any time, but only for cause, upon the affirmative vote of the
holders of a majority of the combined voting power of the then outstanding stock
of the Corporation entitled to vote generally in the election of Directors. Any
vacancy in the Board of Directors caused by any such removal may be filled at
such meeting by the stockholders entitled to vote for the election of the
Director so removed. If such stockholders do not fill such vacancy at such
meeting, such vacancy may be filled in the manner provided in Section 2.13 of
these By-laws. [Section 141(k).]

Section 2.13. Vacancies and Newly Created Directorships
     Subject to the rights of the holders of any series of Preferred Stock, if
any, to elect additional Directors under specified circumstances, and except as
provided in Section 2.12, if any vacancies occur in the Board of Directors, by
reason of death, resignation, removal or otherwise, or if the authorized number
of Directors shall be increased, the Directors then in office shall continue to
act, and such vacancies and newly created Directorships may be filled by a
majority of the Directors then in office, although less than a quorum. A
Director elected to fill a vacancy or a newly created Directorship shall hold
office until his or her successor has been elected and qualified or until his or
her earlier death, resignation or removal. [Section 223.]

Section 2.14. Compensation
     The amount, if any, which each Director shall be entitled to receive as
compensation for his or her services as such shall be fixed from time to time by
resolution of the Board of Directors. [Section 141(h).]

Section 2.15. Reliance on Accounts and Reports, etc
     A Director, or a member of any committee designated by the Board of
Directors shall, in the performance of his or her duties, be fully protected in
relying in good faith upon the records of the Corporation and upon information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees designated by the Board of
Directors, or by any other person as to the matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
[Section 141(e).]


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                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01. Committees of Directors
     The Board of Directors shall establish an Executive Committee, a Nominating
Committee and an Audit Committee. Such committees shall have the following
complement and responsibilities in addition to any the Board of Directors may by
resolution establish:

     (A) Executive Committee The Executive Committee of the Board of Directors
shall consist of not less than three (3) nor more than four (4) members who
shall serve for a term of one year or until their successors are appointed. The
members of the Executive Committee shall be Directors of the Corporation and
shall be appointed to the Executive Committee by the Chairman of the Board,
provided such appointments are confirmed by a majority of the entire Board of
Directors. The Executive Committee shall exercise the full power of the Board of
Directors between meetings of the Board, subject to the limitations set forth in
Section 3.03 below.

     (B) Nominating Committee The Nominating Committee shall consist of four
members. Each member of the Nominating Committee shall serve a one-year term.
All members shall be appointed by the Chairman of the Board of Directors or the
Vice-Chairman, or such other officer as the Board of Directors may designate
from time to time, provided such appointments are confirmed by a majority of the
entire Board of Directors. The Nominating Committee shall nominate candidates
for membership of the Board of Directors and shall cause the names of its
nominees to be mailed to all shareholders not less than thirty days before the
annual meeting at which the election shall take place. A stockholder may
nominate a candidate for election to the Board of Directors provided the
nominating stockholder gives written notice of his or her intention to nominate
a Director and the name of the nominee not less than thirty days before the
annual meeting at which the election shall take place.

     (C) Audit Committee The Audit Committee shall consist of at least three
members, at least two of whom shall be Directors appointed by the Chairman of
the Board of Directors, provided such appointments are confirmed by a majority
of the entire Board of Directors and each of whom shall serve one-year terms. No
member of the Audit Committee shall be an employee of the Corporation. The Audit
Committee shall meet periodically with the Corporation's management, internal
auditors and independent public accountants to discuss the scope of the annual
audit, internal control, internal auditing and financial reporting matters. The
Corporation's independent public accountants and internal auditors shall have
direct access to the Audit Committee.

Section 3.02. Other Committees

     The Board of Directors may designate one or more other committees, each
such committee to consist of such number of Directors as from time to time may
be fixed by the Board of Directors. The Board of Directors may designate one or
more Directors as alternate members of any such committee, who may replace any
absent or disqualified member or members at any meeting of such committee.
Thereafter, members (and alternate members, if any) of each such committee may
be designated at the annual meeting of the Board of Directors. Any such
committee may be abolished or re-designated from time to time by the Board of
Directors. Each member (and each alternate member) of any such committee
(whether designated at an annual meeting of the Board of Directors or to fill a
vacancy or otherwise) shall hold office until his or her successor shall have
been designated or until he or she shall cease to be a Director, or until his or
her earlier death, resignation or removal. [Section 141(c).]


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Section 3.03. Powers

     During the intervals between the meetings of the Board of Directors, the
executive committee, except as otherwise provided in this section, and subject
to the provisions of the Certificate of Incorporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the property, affairs and business of the Corporation, including
the power to declare dividends and to authorize the issuance of stock. Each such
other committee, except as otherwise provided in this section, shall have and
may exercise such powers of the Board of Directors as may be provided by
resolution or resolutions of the Board of Directors. Neither the executive
committee nor any such other committee shall have the power or authority:

     (a) to amend the Certificate of Incorporation (except that a committee may,
     to the extent authorized in the resolution or resolutions providing for the
     issuance of shares of stock adopted by the Board of Directors as provided
     in Section 151(a) of the Delaware General Corporation Law, fix the
     designations and any of the preferences or rights of such shares relating
     to dividends, redemption, dissolution, any distribution of assets of the
     Corporation or the conversion into, or the exchange of such shares for,
     shares of any other class or classes or any other series of the same or any
     other class or classes of stock of the Corporation or fix the number of
     shares of any series of stock or authorize the increase or decrease of the
     shares of any series);
     (b) to adopt an agreement of merger or consolidation;
     (c) to recommend to the stockholders the sale, lease or exchange of all or
     substantially all of the Corporation's property and assets;
     (d) to recommend to the stockholders a dissolution of the Corporation or a
     revocation of a dissolution;
     (e) to amend the By-laws of the Corporation; or
     (f) to abolish or usurp the authority of the Board of Directors.

     The executive committee shall have, and any such other committee may be
granted by the Board of Directors, power to authorize the seal of the
Corporation to be affixed to any or all papers which may require it. [Section
141(c).]

Section 3.04. Proceedings
     Each such committee may fix its own rules of procedure and may meet at such
place (within or without the State of Delaware), at such time and upon such
notice, if any, as it shall determine from time to time. Each such committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors at the next meeting of the Board following such committee meeting;
except that when the Board meeting is held within two days after the committee
meeting, such report shall, if not made at the first meeting, be made to the
Board at its second meeting following such committee meeting.

Section 3.05. Quorum and Manner of Acting
     Except as may be otherwise provided in the resolution creating such
committee, at all meetings of any committee the presence of members (or
alternate members) constituting a majority of the total authorized membership of
such committee shall constitute a quorum for the transaction of business. The
act of the majority of the members present at any meeting at which a quorum is
present shall be the act of such committee. Any action required or permitted to
be taken at any meeting of any such committee may be taken without a meeting, if
all members of such committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
committee. The members of any such committee shall act only as a committee, and
the individual members of such committee shall have no power as such. [Section
141(c), (f).]


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Section 3.06. Action by Telephonic Communications
     Members of any committee designated by the Board of Directors may
participate in a meeting of such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting. [Section 141(i).]

Section 3.07. Absent or Disqualified Members
     In the absence or disqualification of a member of any committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. [Section 141(c).]

Section 3.08. Resignations
     Any member (and any alternate member) of any committee may resign at any
time by delivering a written notice of resignation, signed by such member, to
the Chairman or the President. Unless otherwise specified therein, such
resignation shall take effect upon delivery.

Section 3.09. Removal
     Any member (and any alternate member) of any committee may be removed from
his or her position as a member (or alternate member, as the case may be) of
such committee at any time, either for or without cause, by resolution adopted
by a majority of the whole Board of Directors.

Section 3.10. Vacancies
     If any vacancy shall occur in any committee, by reason of disqualification,
death, resignation, removal or otherwise, the remaining members (and any
alternate members) shall continue to act, and any such vacancy may be filled by
the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

Section 4.01. Number
     The officers of the Corporation shall be chosen by the Board of Directors
and shall be a Chairman of the Board, a Vice Chairman of the Board, a President,
one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors
also may elect one or more other officers as the Board of Directors may
determine. Any number of offices may be held by the same person. No officer
other than a Chairman of the Board need be a Director of the Corporation. The
President shall be designated by the Board as the Chief Executive Officer of the
Corporation. [Section 142(a), (b).]

Section 4.02. Election
     Officers shall be chosen in such manner and shall hold their offices for
such terms as determined by the Board of Directors. Each officer shall hold
office until his or her successor has been elected and qualified, or until his
or her earlier death, resignation or removal. [Section 142(b).]

Section 4.03. Compensation
     The compensation of all officers and agents of the Corporation who are also
Directors of the Corporation shall be fixed by the Board of Directors. The Board
of Directors may delegate the power to fix the compensation of officers and
agents of the Corporation to an officer of the Corporation.


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Section 4.04. Removal and Resignation; Vacancies
     Any officer may be removed for or without cause at any time by the Board of
Directors or by the Chief Executive Officer, if such powers of removal have been
conferred by the Board of Directors. Any officer may resign at any time by
delivering a written notice of resignation, signed by such officer, to the Board
of Directors or the President. Unless otherwise specified therein, such
resignation shall take effect upon delivery. Any vacancy occurring in any office
of the Corporation by death, resignation, removal or otherwise, shall be filled
by the Board of Directors. [Section 142(b), (e).]

Section 4.05. Authority and Duties of Officers
     The officers of the Corporation shall have such authority and shall
exercise such powers and perform such duties as may be specified in these
By-laws, except that in any event each officer shall exercise such powers and
perform such duties as may be required by law. [Section 142(a).]

Section 4.06. Chairman of the Board
     The Chairman of the Board shall, if present, preside at all meetings of the
stockholders and of the Board of Directors and exercise and perform such other
powers and duties as may be from time to time assigned by the Board of
Directors.

Section 4.07. Vice Chairman of the Board
     The Vice Chairman of the Board shall, in the absence of the Chairman of the
Board, preside at all meetings of the stockholders and of the Board of Directors
and exercise and perform such other powers and duties as may be from time to
time assigned by the Board of Directors.

Section 4.08. The President
     The President shall have such powers and duties as may be prescribed from
time to time by the Board of Directors, the Chairman of the Board, or elsewhere
in these By-laws. In the absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the President shall exercise the powers and
perform the duties of the Chairman of the Board.

Section 4.09. Vice Presidents
     Vice Presidents shall have such powers and perform such duties as may be
prescribed from time to time by the Chief Executive Officer, the Board of
Directors, or elsewhere in these By-laws.

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

     (a)  He or she shall keep or cause to be kept a record of all the
          proceedings of the meetings of the stockholders and of the Board of
          Directors in books provided for that purpose.
     (b)  He or she shall cause all notices to be duly given in accordance with
          the provisions of these By-laws and as required by law.
     (c)  Whenever any committee shall be appointed pursuant to a resolution of
          the Board of Directors, he or she shall furnish a copy of such
          resolution to the members of such committee.
     (d)  He or she shall be the custodian of the records and of the seal of the
          Corporation and 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 or
          she may attest the same.


                                                                              12
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     (e)  He or she shall properly maintain and file all books, reports,
          statements, certificates and all other documents and records required
          by law, the Certificate of Incorporation or these By-laws.
     (f)  He or she shall have charge of the stock books and ledgers of the
          Corporation and shall cause the stock and transfer books to be kept in
          such manner as to show at any time the number of shares of stock of
          the Corporation of each class issued and outstanding, the names
          (alphabetically arranged) and the addresses of the holders of record
          of such shares, the number of shares held by each holder and the date
          as of which each became such holder of record.
     (g)  He or she shall sign (unless the Treasurer, an Assistant Treasurer or
          an Assistant Secretary shall have signed) certificates representing
          shares of the Corporation the issuance of which shall have been
          authorized by the Board of Directors.
     (h)  He or she shall perform, in general, all duties incident to the office
          of Secretary and such other duties as may be specified in these
          By-laws or as may be assigned to him or her from time to time by the
          Board of Directors or the Chief Executive Officer.

Section 4.11. Treasurer
     The Treasurer shall have custody of all the funds, securities and other
valuables of the Corporation which may have or shall come into his or her hands.
He or she shall have such powers and perform such duties as may be prescribed by
the Chief Executive Officer, the Board of Directors or elsewhere in these
By-laws.

Section 4.12. Additional Officers
     The Board of Directors may appoint such other officers and agents as it may
deem appropriate, and such other officers and agents shall hold their offices
for such terms and shall exercise such powers and perform such duties as may be
determined from time to time by the Board of Directors. The Board of Directors
from time to time may delegate to the Chief Executive Officer the power to
appoint subordinate officers or agents and to prescribe their respective rights,
terms of office, authorities and duties. Any such officer or agent may remove
any such subordinate officer or agent appointed by him or her, for or without
cause. [Section 142(a), (b).]

Section 4.13. Security
     The Board of Directors may require any officer, agent or employee of the
Corporation to provide security for the faithful performance of his or her
duties, in such amount and of such character as may be determined from time to
time by the Board of Directors. [Section 142(c).]


                                                                              13
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                                    ARTICLE V

                                  CAPITAL STOCK

Section 5.01. Certificates of Stock, Uncertificated Shares
     The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution or resolutions
that some or all of any or all classes or series of the stock of the Corporation
shall be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until each certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock in the Corporation represented by certificates
and upon request every holder of uncertificated shares shall be entitled to have
a certificate signed by, or in the name of the Corporation, by the President or
a Vice President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, representing the number of shares
registered in certificate form. Such certificate shall be in such form as the
Board of Directors may determine, to the extent consistent with applicable law,
the Certificate of Incorporation and these By-laws. [Section 158.]

Section 5.02. Signatures; Facsimile
     All of such signatures on the certificate referred to in Section 5.01 of
these By-laws may be a facsimile, engraved or printed, to the extent permitted
by law. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued. it may be issued by the Corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue. [Section
158.]

Section 5.03. Lost, Stolen or Destroyed Certificates
     The Corporation may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Corporation of an affidavit of the
owner or owners of such certificate, setting forth such allegation. The
Corporation may require the owner of such lost, stolen or destroyed certificate,
or his or her legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate. [Section 167.]

Section 5.04. Transfer of Stock
     Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares, duly endorsed or accompanied by appropriate
evidence of succession, assignment or authority to transfer, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books. Within a reasonable time
after the transfer of uncertificated stock, the Corporation shall send to the
registered owner thereof a written notice containing the information required to
be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or
218(a) of the Delaware General Corporation Law. Subject to the provisions of the
Certificate of Incorporation and these By-laws, the Board of Directors may
prescribe such additional rules and regulations as it may deem appropriate
relating to the issue, transfer and registration of shares of the Corporation.
[Section 151(f).]


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The MIIX Group, Inc.

Section 5.05. Record Date
     In order to determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix, in advance, a record date, which record date shall not precede the date
on which the resolution fixing the record date is adopted by the Board of
Directors, and which shall not be more than sixty nor less than ten days before
the date of such meeting. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting, provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

     In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
of the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. [Section 213.]

Section 5.06. Registered Stockholders
     Prior to due surrender of a certificate for registration of transfer, the
Corporation may treat the registered owner as the person exclusively entitled to
receive dividends and other distributions, to vote, to receive notice and
otherwise to exercise all the rights and powers of the owner of the shares
represented by such certificate, and the Corporation shall not be bound to
recognize any equitable or legal claim to or interest in such shares on the part
of any other person, whether or not the Corporation shall have notice of such
claim or interests. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the Corporation for transfer
or uncertificated shares are requested to be transferred, both the transferor
and transferee request the Corporation to do so. [Section 159.]

Section 5.07. Transfer Agent and Registrar
     The Board of Directors may appoint one or more transfer agents and one or
more registrars, and may require all certificates representing shares to bear
the signature of any such transfer agents or registrars.


                                                                              15
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BY-LAWS OF
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                                   ARTICLE VI

                                 INDEMNIFICATION

Section 6.01. Nature of Indemnity
     The Corporation shall 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 (a "Proceeding"), whether civil, criminal, administrative or
investigative by reason of the fact that he or she is or was or has agreed to
become a Director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a Director or officer, of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
and may indemnify any person who was or is a party or is threatened to be made a
party to such an action, suit or proceeding by reason of the fact that he or she
is or was or has agreed to become an employee or agent of the Corporation, or is
or was serving or has agreed to serve at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her or
on his or her behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he or she acted in good faith and in a manner he or she
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 or her conduct was unlawful, except that in the
case of an action or suit by or in the right of the Corporation to procure a
judgment in its favor (1) such indemnification shall be limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
the defense or settlement of such action or suit, and (2) 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 to the Corporation unless and only to the
extent that the Delaware Court of Chancery or 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 the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper. Notwithstanding the
foregoing, but subject to Section 6.05 of these By-laws, the Corporation shall
not be obligated to indemnify a Director or officer of the Corporation in
respect of a Proceeding (or part thereof) instituted by such Director or
officer, unless such Proceeding (or part thereof) has been authorized by the
Board of Directors.

     The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea 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 which he or she 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 reasonable cause to believe that his or her
conduct was unlawful.

Section 6.02. Successful Defense
     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 6.01 of these By-laws or in
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.


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Section 6.03. Determination that Indemnification is Proper

     Any indemnification of a Director or officer of the Corporation under
Section 6.01 of these By-laws (unless ordered by a court) shall be made by the
Corporation unless a determination is made that indemnification of the Director
or officer is not proper in the circumstances because he or she has not met the
applicable standard of conduct set forth in Section 6.01 of these By-laws. Any
indemnification of an employee or agent of the Corporation under Section 6.01 of
these By-laws (unless ordered by a court) may be made by the Corporation upon a
determination that indemnification of the employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in Section 6.01 of these By-laws. Any such determination shall be made (1)
by a majority vote of the Directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
Directors, or if such Directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

Section 6.04. Advance Payment of Expenses

     Expenses (including attorneys' fees) incurred by a Director or officer in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the Director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate. The Board of
Directors may authorize the Corporation's counsel to represent such Director,
officer, employee or agent in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

Section 6.05. Procedure for Indemnification of Directors and Officers

     Any indemnification of a Director or officer of the Corporation under
Sections 6.01 and 6.02 of these By-laws, or advance of costs, charges and
expenses to a Director or officer under Section 6.04 of these By-laws, shall be
made promptly, and in any event within thirty days, upon the written request of
the Director or officer. If a determination by the Corporation that the Director
or officer is entitled to indemnification pursuant to this Article is required,
and the Corporation fails to respond within sixty days to a written request for
indemnity, the Corporation shall be deemed to have approved such request. If the
Corporation denies a written request for indemnity or advancement of expenses,
in whole or in part, or if payment in full pursuant to such request is not made
within thirty days, the right to indemnification or advances as granted by this
Article shall be enforceable by the Director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of costs, charges and expenses under Section 6.04 of these
By-laws where the required undertaking, if any, has been received by or tendered
to the Corporation) that the claimant has not met the standard of conduct set
forth in Section 6.01 of these By-laws, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, its independent legal counsel, and its stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Section 6.01 of these
By-laws, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.


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BY-LAWS OF
The MIIX Group, Inc.

Section 6.06. Survival; Preservation of Other Rights
     The foregoing indemnification provisions shall be deemed to be a contract
between the Corporation and each Director, officer, employee and agent who
serves in any such capacity at any time while these provisions as well as the
relevant provisions of the Delaware General Corporation Law are in effect and
any repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action, suit or proceeding previously or thereafter brought or threatened based
in whole or in part upon any such state of facts. Such a "contract right" may
not be modified retroactively without the consent of such Director, officer,
employee or agent.

     The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her 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, executors and administrators of such a person.

Section 6.07. Insurance
     The Corporation may purchase and maintain insurance on behalf of any person
who is or was or has agreed to become a Director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her or on his or her behalf in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article, provided that such insurance is available on
acceptable terms, which determination shall be made by a vote of a majority of
the entire Board of Directors.

Section 6.08. Severability
     If this Article or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify each Director or officer and may indemnify each employee or agent of
the Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the Corporation, to the fullest
extent permitted by any applicable portion of this Article that shall not have
been invalidated and to the fullest extent permitted by applicable law.

                                   ARTICLE VII

                                     OFFICES

Section 7.01. Registered Office
     The registered office of the Corporation in the State of Delaware shall be
located at 222 Delaware Avenue in the City of Wilmington, County of New Castle.

Section 7.02. Other Offices
     The Corporation may maintain offices or places of business at such other
locations within or without the State of Delaware as the Board of Directors may
from time to time determine or as the business of the Corporation may require.


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BY-LAWS OF
The MIIX Group, Inc.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 8.01. Dividends
     Subject to any applicable provisions of law and the Certificate of
Incorporation, dividends, upon the shares of the Corporation may be declared by
the Board of Directors, at any regular or special meeting of the Board of
Directors and any such dividend may be paid in cash, property, or shares of the
Corporation's capital stock.

     A member of the Board of Directors, or a member of any committee designated
by the Board of Directors shall be fully protected in relying in good faith upon
the records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors, or by any other person as to matters the
Director reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation, as to the value and amount of the assets, liabilities and/or
net profits of the Corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid. [Sections 172, 173.]

Section 8.02. Reserves
     There may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation or for such other purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may similarly modify or abolish any such reserve. [Section 171.]

Section 8.03. Execution of Instruments
     The Chief Executive Officer, any Vice President, the Secretary, or the
Treasurer may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation. The Board of Directors or the
President may authorize any other officer or agent to enter into any contract or
execute and deliver any instrument in the name and on behalf of the Corporation.
Any such authorization may be general or limited to specific contracts or
instruments.

Section 8.04. Corporate Indebtedness
     No loan shall be contracted on behalf of the Corporation, and no evidence
of indebtedness shall be issued in its name, unless authorized by the Board of
Directors, provided that the Chief Executive Officer may authorize indebtedness
incurred in the ordinary course of business up to $2 million. Such authorization
may be general or confined to specific instances. Loans so authorized may be
effected at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual. All bonds, debentures,
notes and other obligations or evidences of indebtedness of the Corporation
issued for such loans shall be made, executed and delivered as the Board of
Directors or the Chief Executive Officer shall authorize. When so authorized by
the Board of Directors or the Chief Executive Officer, any part of or all the
properties, including contract rights, assets, business or good will of the
Corporation, whether then owned or thereafter acquired, may be mortgaged,
pledged, hypothecated or conveyed or assigned in trust as security for the
payment of such bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation, and of the interest thereon, by instruments
executed and delivered in the name of the Corporation.


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BY-LAWS OF
The MIIX Group, Inc.

Section 8.05. Deposits
     Any funds of the Corporation may be deposited from time to time in such
banks, trust companies or other depositories as may be determined by the Board
of Directors or the Chief Executive Officer, or by such officers or agents as
may be authorized by the Board of Directors or the Chief Executive Officer to
make such determination.

Section 8.06. Checks
     All checks or demands for money and notes 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 or the Chief Executive Officer
from time to time may determine.

Section 8.07. Sale, Transfer, etc., of Securities
     To the extent authorized by the Board of Directors or by the Chief
Executive Officer, any Vice President, the Secretary or the Treasurer or any
other officers designated by the Board of Directors or the Chief Executive
Officer may sell, transfer, endorse, and assign any shares of stock, bonds or
other securities owned by or held in the name of the Corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal,
any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.

Section 8.08. Voting as Stockholder
     Unless otherwise determined by resolution of the Board of Directors, the
Chief Executive Officer or any Vice President shall have full power and
authority on behalf of the Corporation to attend any meeting of stockholders of
any corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

Section 8.09. Fiscal Year
     The fiscal year of the Corporation shall commence on the first day of
January of each year (except for the Corporation's first fiscal year which shall
commence on the date of incorporation) and shall terminate in each case on
December 31.

Section 8.10. Seal
     The seal of the Corporation shall be circular in form and shall contain the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Delaware". The form of such seal shall be subject to alteration by
the Board of Directors. The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or reproduced, or may be used in any other
lawful manner.

Section 8.11. Books and Records; Inspection
     Except to the extent otherwise required law, the books and records of the
Corporation shall be kept at such place or places within or without the State of
Delaware as may be determined from time to time by the Board of Directors.


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BY-LAWS OF
The MIIX Group, Inc.

                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

Section 9.01. Amendment
     Subject to any express provision in the Certificate of Incorporation to the
contrary, these By-laws may be amended, altered or repealed:

     (a) by resolution adopted by a majority of the Board of Directors at any
special or regular meeting of the Board if, in the case of such special meeting
only, notice of such amendment, alteration or repeal is contained in the notice
or waiver of notice of such meeting; or

     (b) at any regular or special meeting of the stockholders upon the
affirmative vote of the holders of two-thirds or more of the combined voting
power of the outstanding shares of the Corporation entitled to vote generally in
the election of Directors if, in the case of such special meeting only, notice
of such amendment, alteration or repeal is contained in the notice or waiver of
notice of such meeting. [Section 109(a).]

                                    ARTICLE X

                                  CONSTRUCTION

Section 10.01. Construction
     In the event of any conflict between the provisions of these By-laws as in
effect from time to time and the provisions of the Certificate of Incorporation
of the Corporation as in effect from time to time, the provisions of such
Certificate of Incorporation shall be controlling.


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