EXHIBIT 3.2
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                                     BYLAWS

                                       OF

                         HENG FAI CHINA INDUSTRIES, INC.

                            (a Delaware corporation)

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                                    ARTICLE I

                                  STOCKHOLDERS

     1. CERTIFICATES  REPRESENTING STOCK. Certificates representing stock in the
corporation  shall be  signed  by,  or in the name of,  the  corporation  by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a  Vice-President  and by the  Treasurer  or an  Assistant  Treasurer  or the
Secretary  or an  Assistant  Secretary  of  the  corporation.  Any  or  all  the
signatures  on any such  certificate  may be a  facsimile.  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 were such officer,  transfer agent, or
registrar at the date of issue.

     Whenever the  corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class of  stock,  and  whenever  the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

     The  corporation  may issue a new  certificate  of stock or  uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost, stolen, or destroyed and the Board of Directors may require the owner
of the lost, stolen, or destroyed certificate,  or his legal representative,  to
give the corporation a bond sufficient to indemnify the corporation  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
or uncertificated shares.

     2. UNCERTIFICATED  SHARES. Subject to any conditions imposed by the General
Corporation  Law,  the Board of  Directors  of the  corporation  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. Within a reasonable
time after the issuance or transfer of any

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uncertificated  shares,  the  corporation  shall  send to the  registered  owner
thereof any written notice prescribed by the General Corporation Law.

     3.  FRACTIONAL  SHARE  INTERESTS.  The  corporation  may,  but shall not be
required  to,  issue  fractions of a share.  If the  corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate)  which  shall  entitle  the holder to receive a full share upon the
surrender of such scrip or warrants  aggregating a full share. A certificate for
a fractional  share or an  uncertificated  fractional  share shall, but scrip or
warrants  shall not unless  otherwise  provided  therein,  entitle the holder to
exercise voting rights, to receive dividends thereon,  and to participate in any
of the  assets  of the  corporation  in the event of  liquidation.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for  certificates  representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are  exchangeable may
be sold by the corporation and the proceeds  thereof  distributed to the holders
of scrip or  warrants,  or  subject to any other  conditions  which the Board of
Directors may impose.

     4.  STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  corporation  or with a  transfer  agent or a
registrar,  if any, and, in the case of shares  represented by certificates,  on
surrender of the certificate or  certificates  for such shares of stock properly
endorsed and the payment of all taxes due thereon.

     5.  RECORD  DATE FOR  STOCKHOLDERS.  ln  order  that  the  corporation  may
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 a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice 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. 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 consent
to corporate action in writing without a

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meeting,  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
by the Board of Directors,  and which date shall not be more than ten days after
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board of Directors.  If no record date has been fixed by the Board of Directors,
the  record  date for  determining  the  stockholders  entitled  to  consent  to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by the General Corporation Law, shall be the first date
on which a signed written  consent setting forth the action taken or proposed to
be taken is delivered to the corporation by delivery to its registered office in
the State of Delaware,  its principal place of business,  or an officer or agent
of the corporation  having custody of the book in which  proceedings of meetings
of  stockholders  are recorded.  Delivery made to the  corporation's  registered
office shall be by hand or by  certified  or  registered  mail,  return  receipt
requested.  If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the General Corporation Law, the
record date for determining stockholders entitled to consent to corporate action
in writing  without a meeting  shall be at the close of  business  on the day on
which the Board of Directors adopts the resolution  taking such prior action. In
order that the  corporation may determine the  stockholders  entitled to receive
payment of any dividend or other  distribution or allotment of any rights or 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.

     6.  MEANING OF  CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise

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     7 STOCKHOLDER MEETINGS.

     - TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the  directors,  provided,  that the first annual  meeting
shall be held on a date within  thirteen  months after the  organization  of the
corporation,  and each successive  annual meeting shall be held on a date within
thirteen  months  after  the date of the  preceding  annual  meeting.  A special
meeting shall be held on the date and at the time fixed by the directors.

     - PLACE.  Annual meetings and special meetings shall be held at such place,
within or without the State of  Delaware,  as the  directors  may,  from time to
time,  fix.  Whenever the  directors  shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  corporation  in the  State of
Delaware.

     - CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.

     - NOTICE OR WAIVER  OF  NOTICE.  Written  notice of all  meetings  shall be
given,  stating the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation Law, a copy of the notice of any meeting shall be given,  personally
or by mail,  not less than ten days nor more than sixty days  before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived,  and directed to each stockholder at his record address or at such other
address  which he may have  furnished by request in writing to the  Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence,  and/or to another place,  and if
an  announcement  of the adjourned time and/or place is made at the meeting,  it
shall not be  necessary  to give  notice of the  adjourned  meeting  unless  the
directors,  after adjournment,  fix a new record date for the adjourned meeting.
Notice  need not be given to any  stockholder  who  submits a written  waiver of
notice  signed by him before or after the time stated  therein.  Attendance of a
stockholder at a meeting of stockholders  shall constitute a waiver of notice of
such meeting,  except when the  stockholder  attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.

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     - STOCKHOLDER  LIST.  The officer who has charge of the stock ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a complete  list of the  stockholders,  arranged in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other  municipality  or community where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

     - CONDUCT OF MEETING.  Meetings of the stockholders  shall be presided over
by one of the  following  officers in the order of seniority  and if present and
acting - the Chairman of the Board, if any, the  Vice-Chairman  of the Board, if
any, the President, a Vice-President,  or, if none of the foregoing is in office
and  present and acting,  by a chairman  to be chosen by the  stockholders.  The
Secretary of the corporation,  or in his absence, an Assistant Secretary,  shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary  is present the Chairman of the meeting  shall  appoint a secretary of
the meeting.

     - PROXY  REPRESENTATION.  Every stockholder may authorize another person or
persons  to act for him by  proxy  in all  matters  in  which a  stockholder  is
entitled to  participate,  whether by waiving  notice of any meeting,  voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable  and, if, and only as long as, it is coupled
with an interest  sufficient in law to support an irrevocable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

     - INSPECTORS.  The directors, in advance of any meeting, may, but need not,
appoint  one or  more  inspectors  of  election  to act  at the  meeting  or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any, before

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entering  upon  the  discharge  of his  duties,  shall  take  and  sign  an oath
faithfully  to execute  the duties of  inspectors  at such  meeting  with strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number of shares of stock  outstanding and the voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots,  or consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge,  question,  or matter  determined by him or them and execute a
certificate  of any fact found by him or them.  Except as otherwise  required by
subsection (e) of Section 231 of the General  Corporation Law, the provisions of
that Section shall not apply to the corporation.

     - QUORUM.  The  holders of a majority  of the  outstanding  shares of stock
shall  constitute a quorum at a meeting of  stockholders  for the transaction of
any  business.  The  stockholders  present may  adjourn the meeting  despite the
absence of a quorum.

     - VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by proxy at the  meeting  and  entitled  to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast  except  where the General  Corporation  Law  prescribes  a different
percentage of votes and/or a different  exercise of voting power,  and except as
may  be  otherwise   prescribed  by  the   provisions  of  the   certificate  of
incorporation and these Bylaws. In the election of directors,  and for any other
action, voting need not be by ballot.

     8. STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of  stockholders,
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent in writing,  setting  forth the action so taken,  shall be signed by the
holders of  outstanding  stock having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all shares entitled to vole thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall be given to those  stockholders who have not consented in writing.
Action taken  pursuant to this  paragraph  shall be subject to the provisions of
Section 228 of the General Corporation Law.

                                   ARTICLE II

                                    DIRECTORS

     1. FUNCTIONS AND  DEFINITION.  The business and affairs of the  corporation
shall be  managed by or under the  direction  of the Board of  Directors  of the
corporation. The

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Board of  Directors  shall have the  authority  to fix the  compensation  of the
members thereof.  The use of the phrase "whole board" herein refers to the total
number of directors which the corporation would have if there were no vacancies.

     2.  QUALIFICATIONS  AND NUMBER.  A director  need not be a  stockholder,  a
citizen  of the  United  States,  or a resident  of the State of  Delaware.  The
initial Board of Directors  shall consist of     persons.  Thereafter the number
of directors  constituting the whole board shall be at least one. Subject to the
foregoing  limitation  and except for the first Board of Directors,  such number
may be  fixed  from  time  to  time  by  action  of the  stockholders  or of the
directors,  or, if the number is not fixed,  the number shall be    . The number
of directors may be increased or decreased by action of the  stockholders  or of
the directors.

     3.  ELECTION  AND TERM.  The first Board of  Directors,  unless the members
thereof  shall have been named in the  certificate  of  incorporation,  shall be
elected by the  incorporator  or  incorporators  and shall hold office until the
first annual meeting of stockholders  and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified or until their earlier resignation or removal.  Except
as the General  Corporation  Law may otherwise  require,  in the interim between
annual meetings of stockholders  or of special  meetings of stockholders  called
for the  election of directors  and/or for the removal of one or more  directors
and  for  the  filling  of  any  vacancy  in  that  connection,   newly  created
directorships  and any vacancies in the Board of Directors,  including  unfilled
vacancies  resulting  from the removal of directors for cause or without  cause,
may be filled  by the vote of a  majority  of the  remaining  directors  then in
office, although less than a quorum, or by the sole remaining director.

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     4. MEETINGS.

     - TIME.  Meetings shall be held at such time as the Board shall fix, except
that the first  meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     - PLACE.  Meetings  shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.

     - CALL.  No call shall be required for regular  meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of
the President, or of a majority of the directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee  of  directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.

     - OUORUM AND  ACTION.  A majority of the whole  Board  shall  constitute  a
quorum except when a vacancy or vacancies  prevents such  majority,  whereupon a
majority of the directors in office shall  constitute a quorum,  provided,  that
such majority shall constitute at least one third of the whole Board. A majority
of the  directors  present,  whether or not a quorum is  present,  may adjourn a
meeting to another  time and place.  Except as herein  otherwise  provided,  and
except as  otherwise  provided by the General  Corporation  Law, the vote of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board.  The quorum and voting  provisions  herein stated
shall  not be  construed  as  conflicting  with any  provisions  of the  General
Corporation  Law and these Bylaws  which  govern a meeting of directors  held to
fill  vacancies  and  newly  created  directorships  in the  Board or  action of
disinterested directors.

     Any  member  or  members  of the  Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

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     - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present
and acting, shall preside at all meetings.  Otherwise,  the Vice-Chairman of the
Board,  if any and if present  and  acting,  or the  President,  if present  and
acting, or any other director chosen by the Board, shall preside.

     5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation  Law, any director or the entire Board of Directors  may be removed,
with or without cause,  by the holders of a majority of the shares then entitled
to vote at an election of directors.

     6.  COMMITTEES.  The Board of  Directors  may,  by  resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or more of the  directors  of the  corporation.  The  Board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting of the committee.  In
the  absence  or  disqualification  of any  member  of  any  such  committee  or
committees,  the  member or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he 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.  Any such
committee, to the extent provided in the resolution of the Board, shall have and
may  exercise  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation  with the exception of
any  authority  the  delegation  of which is  prohibited  by Section  141 of the
General  Corporation  Law, and may authorize the seal of the  corporation  to be
affixed to all papers which may require it.

     7.  WRITTEN  ACTION.  Any action  required or  permitted to be taken at any
meeting of the Board of Directors or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.

                                   ARTICLE III

                                    OFFICERS

     The officers of the corporation shall consist of a President,  a Secretary,
a Treasurer,  and, if deemed necessary,  expedient, or desirable by the Board of
Directors,  a Chairman of the Board, a Vice-Chairman  of the Board, an Executive
Vice-President,  one  or  more  other  Vice-Presidents,  one or  more  Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles  as  the  resolution  of the  Board  of  Directors  choosing  them  shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing him, no officer other than the Chairman or  Vice-Chairman of
the Board, if any, need be a director.  Any number of offices may be held by the
same person, as the directors may determine.

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     Unless  otherwise  provided in the  resolution  choosing  him, each officer
shall be chosen for a term which shall  continue  until the meeting of the Board
of Directors  following the next annual  meeting of  stockholders  and until his
successor shall have been chosen and qualified.

     All officers of the corporation  shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the  resolutions  of the Board of Directors  designating  and  choosing  such
officers  and  prescribing  their  authority  and  duties,  and shall  have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions may be inconsistent therewith.  The Secretary or an
Assistant  Secretary of the  corporation  shall record all of the proceedings of
all meetings and actions in writing of stockholders,  directors,  and committees
of  directors,  and shall  exercise such  additional  authority and perform such
additional  duties as the Board shall assign to him. Any officer may be removed,
with or without cause, by the Board of Directors.  Any vacancy in any office may
be filled by the Board of Directors.

                                   ARTICLE IV

                                 CORPORATE SEAL

     The  corporate  seal shall be in such form as the Board of Directors  shall
prescribe.

                                    ARTICLE V

                                   FISCAL YEAR

     The fiscal year of the corporation  shall be fixed, and shall be subject to
change by the Board of Directors.