BY-LAWS

                                       of

                 MAGLIO-ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.

                            (a Delaware Corporation)


                               ARTICLE I - OFFICES

     The principal  office of the Corporation  shall be at 6 Greene Street,  New
York,  NY  10013.  The  registered  office  of the  Corporation  in the State of
Delaware shall be c/o The Prentice Hall Corporation  Systems,  Inc., 1013 Centre
Road New  Castle  County,  City of  Wilmington,  State of  Delaware  19805.  The
Corporation  may also have  offices at such other  places  within or without the
State of Delaware as the Board of Directors may from time to time determine,  or
the business of the Corporation may require.

                            ARTICLE II - STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of Stockholders shall be held at the
principal  office of the  Corporation  or at such  places  within or without the
State of  Delaware  as set forth in the Notice of Meeting or in a duly  executed
Waiver of Notice thereof.

     Section 2. Annual Meeting.  The annual meeting of the Stockholders shall be
held at 10:00  A.M.  on the last day of August  in each year if not a  Saturday,
Sunday or legal holiday, and if a Saturday, Sunday or legal holiday, then on the
next business day  following at the same hour. At such meeting the  Stockholders
shall  elect a Board of  Directors  and  transact  such  other  business  as may
properly come before the meeting.  If the Annual Meeting of  Stockholders is not
held as herein prescribed,  the election of Directors may be held at any meeting
thereafter called.

     Section 3. Special  Meetings.  Special  Meetings of the Stockholders may be
called,  at any time,  by the Board of Directors or the  President,  and must be
called by the President or Secretary at the request,  in writing,  of a majority
of the Board of Directors or at the request, in writing, by ten percent (10%) of
the outstanding shares entitled to vote at such special meeting.

     Section  4.  Fixing  Record  Date.  For  the  purpose  of  determining  the
Stockholders entitled to notice of or to vote at any meeting of Stockholders, or
any adjournment  thereof,  or to express consent to or dissent from any proposal
without a meeting or for the  purpose of  determining  Stockholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other  action,  the Board of Directors  shall fix, in advance,  a
date as the record date for any such  determination of  Stockholders.  Such date
shall not be more than fifty (50) nor less than


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ten (10) days  before  the date of such  meeting  nor more than  fifty (50) days
prior to any other action. If no record date is fixed, it shall be determined in
accordance with the provisions of law.

     Section 5. Notice of Meetings of  Stockholders.  Written notice of meetings
of Stockholders  shall be given either personally or by mail to each Stockholder
entitled  to vote at such  meeting,  not less than ten (10) nor more than  fifty
(50) days before the date of the  meeting.  Such  notice  shall state the place,
date and hour of the meeting and, unless it is the Annual  Meeting,  shall state
the purpose or purposes  for which it is called and that it is being  issued by,
or at the  direction of the person or persons  calling the Meeting.  No business
other than that  specified in the Notice of Meeting  shall be  transacted at any
such  Special  Meeting.  If action is  proposed  to be taken that might  entitle
Stockholders  to payment for their Shares,  the notice shall include a statement
of that purpose and to that effect. If mailed,  the notice shall be deemed given
when  deposited in the United States mail,  postage  prepaid and directed to the
Stockholder at the address which appears on the record of Stockholders.

     Section 6. Waivers. Notice of meetings need not be given to any Stockholder
who signs a Waiver of Notice, in person or by proxy, whether before or after the
meeting.  The attendance of any Stockholder at a meeting, in person or by proxy,
without  protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.

     Section 7. Quorum of Stockholders.  The holders of a majority of the shares
entitled  to vote  thereat,  present in person or  represented  by proxy,  shall
constitute  a quorum at a meeting of  Stockholders  for the  transaction  of any
business.  When a quorum is once present to organize a meeting, it is not broken
by the subsequent  withdrawal of any Stockholders,  and the Stockholders present
may adjourn the meeting despite the absence of a quorum.

     Section 8.  Proxies.  Every  Stockholder  entitled  to vote at a meeting of
Stockholders  or to express  consent or dissent  without a meeting may authorize
another person or persons to act for him by proxy. Every proxy must be signed by
the Stockholder or his attorney-in-fact and be duly notarized. No proxy shall be
valid  after  expiration  of eleven (11)  months  from the date  thereof  unless
otherwise  expressly so provided in the proxy. Every proxy shall be revocable at
the pleasure of the Stockholder  executing it except where an irrevocable  proxy
is permitted by law.

     Section 9.  Qualifications of Voters.  Every Stockholder of record shall be
entitled  at every  meeting  of  Stockholders  to one (1) vote for  every  share
standing in his name on the record of Stockholders, unless otherwise provided in
the Certificate of Incorporation.


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<PAGE>


     Section 10. Vote of  Stockholders.  Except as otherwise  provided by law or
the Certificate of Incorporation:

          (a) all  corporate  action  shall  require the  affirmative  vote of a
     majority of shares entitled to vote thereon; and

          (b) voting at all meetings of Stockholders shall be viva voce, but any
     qualified voter may demand a vote by ballot,  each of which shall state the
     name of the  Stockholder  voting and the number of shares  voted by him. If
     such ballot be cast by a proxy, it shall also state the name of such proxy.
     If a vote by ballot is demanded as  aforesaid,  two  inspectors of election
     shall be appointed by the presiding officer of the meeting.

     Section 11.  Written  Consent of  Stockholders.  Whenever by a provision of
statute or of the Certificate of Incorporation or by these By-Laws,  the vote of
Stockholders  is  required  or  permitted  to be taken at a meeting  thereof  in
connection with any corporation action, the meeting and the vote of Stockholders
may be dispensed with if all of the Stockholders who would have been entitled to
vote upon the  action if such  meeting  were held  shall  expressly  consent  in
writing to such corporate action being taken.

                             ARTICLE III - DIRECTORS

     Section 1. Board of  Directors.  The business of the  Corporation  shall be
managed by its Board of  Directors,  each of whom  shall be at least  twenty-one
(21) years of age and need not be Stockholders.

     Section  2.  Number  of  Directors.  When  there  are less  than  three (3)
Stockholders,  the number of Directors  shall be not less than such  number;  if
there are  three (3) or more  Stockholders,  then  there  shall be not less than
three (3)  Directors.  The number of Directors may, at any time, be increased or
decreased  to the extent  permitted  by law, by vote of a majority of the Shares
entitled to vote at any Annual or Special Meeting of Stockholders, if the notice
of such  meeting or the waiver  thereof  contains a  statement  of the  proposed
increase or decrease.  The initial number of Directors of the Corporation  shall
be six (6).

     Section  3.  Election  and Term of  Directors.  At each  Annual  Meeting of
Stockholders,  the  Stockholders  shall elect Directors to hold office until the
next Annual Meeting. Each Director shall hold office until the expiration of the
term for which he is  elected  and  until his  successor  has been  elected  and
qualified or until his prior resignation or removal.

     Section  4.  Newly  Created  Directorships  and  Vacancies.  Newly  created
directorships  resulting  from  an  increase  in the  number  of  Directors  and
vacancies  occurring in the Board of Directors for any reason except the removal
of  Directors  without  cause  may be  filled  by a vote  of a  majority  of the
Directors then in office, even

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though less than a quorum exists.  Vacancies  occurring by reason of the removal
of  Directors  without  cause shall be filled by a vote of the  Stockholders.  A
Director  elected to fill a vacancy  caused by  resignation,  death or  removal,
shall be elected to hold office for the unexpired term of his predecessor.

     Section 5. Removal of Directors. Any or all of the Directors may be removed
for  cause by  majority  vote of the  Stockholders  or by action of the Board of
Directors.  Directors  may be removed at any time and without cause by a vote of
the Stockholders.

     Section 6. Resignation. A Director may resign at any time by giving written
notice  to the  Board  of  Directors,  the  President  or the  Secretary  of the
Corporation.  Unless otherwise  specified in the notice,  the resignation  shall
take effect upon receipt thereof by the Board of Directors or such officer,  and
acceptance of the resignation shall not be necessary to make it effective.

     Section  7.  Quorum  of  Directors.  A  majority  of  the  Directors  shall
constitute a quorum for the  transaction of business or of any specified item of
business by the Board of Directors.

     Section 8. Action of the Board of  Directors;  Validity of  Contracts.  The
vote of a majority of the Directors present at the time of the vote, if a quorum
is  present  at such  time,  shall be the act of the  Board of  Directors.  Each
Director present shall have one (1) vote, regardless of the number of Shares, if
any,  which  he  may  hold.  No  contract  or  other  transaction  between  this
Corporation  and  any  other   Corporation   shall  be  impaired,   affected  or
invalidated,  nor shall any Directors be liable in any way by reason of the fact
that any one or more of the Directors of this  Corporation  is or are interested
in, or is a director  or  officer,  or are  directors  or officers of such other
Corporation,  provided  that such facts are disclosed or made known to the Board
of Directors.  Any Director,  personally and individually,  may be a party to or
may be interested in any contract or  transaction  of this  Corporation,  and no
Director  shall be liable in any way by reason of such  interest,  provided that
the fact of such  interest be disclosed or made known to the Board of Directors,
and provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such Director)
of a majority of a quorum,  notwithstanding the presence of any such Director at
the meeting at which such action is taken.  Such  Director or  Directors  may be
counted in  determining  the presence of a quorum at such meeting.  This Section
shall not be construed to impair or invalidate or in any way affect any contract
or other  transaction  which would  otherwise be valid under the law  applicable
thereto.

     Section 9. Place and Time of Meetings.  The Board of Directors may hold its
meetings at the office of the Corporation or at such other places, either within
or without the State of Delaware, as it may from time to time determine.


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     Section 10.  Annual  Meeting.  An Annual  Meeting of the Board of Directors
shall be held  immediately  following the Annual Meeting of  Stockholders at the
place of such  Annual  Meeting of  Stockholders,  and no notice of such  meeting
shall be necessary.

     Section 11. Notice of Meetings of the Board of Directors; Adjournment.

          (a) Regular  meetings of the Board of  Directors  may be held  without
     notice at such time and  place as it shall,  from time to time,  determine.
     Special meetings of the Board of Directors shall be held upon notice to the
     Directors and may be called by the President  upon three (3) days notice to
     each Director,  either  personally or by mail or by wire;  special meetings
     shall be called by the  President  or by the  Secretary in a like manner on
     written request of one (1) Director.  Notice of a meeting need not be given
     to any Director who submits a waiver of notice  whether before or after the
     meeting or who attends the meeting without protesting prior thereto,  or at
     its commencement, the lack of notice to him.

          (b) A majority of the  Directors  present,  whether or not a quorum is
     present,  may adjourn any meeting to another time and place.  Notice of the
     adjournment  shall be given to all Directors who were absent at the time of
     the  adjournment,  and,  unless  such time and place are  announced  at the
     meeting, to the other Directors.

     Section  12.  Chairman.  At all  meetings  of the Board of  Directors,  the
President, or, in his absence, a Chairman chosen by the Board of Directors shall
preside.

     Section 13.  Compensation.  No  compensation  shall be paid to Directors or
members of any committee,  as such, for their services, but by resolution of the
Board of Directors a fixed sum and expenses for  attendance,  at each regular or
special  meeting  of the Board of  Directors  or of any such  committee,  may be
authorized. Nothing herein contained shall be construed to preclude any Director
or  committee  member from  serving the  Corporation  in any other  capacity and
receiving compensation therefor.

     Section 14. Directors' Annual Report.  The Board of Directors shall present
at each  Annual  Meeting  of  Stockholders  a full and  clear  statement  of the
business and condition of the Corporation.

     Section 15. Written Consent of Directors. Whenever, by provision of statute
or of the  Certificate of  Incorporation  or by these  By-Laws,  the vote of the
Board of Directors or any committee thereof is required or permitted to be taken
at a meeting  thereof in connection with any corporate  action,  the meeting and
the vote of the Board of  Directors  or any  committee  thereof may be dispensed
with if all of the members of the Board of Directors or the committee consent in
writing to the adoption of a resolution

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authorizing  the action.  The resolution and the written  consent thereto by the
members  of the Board of  Directors  or the  committee  shall be filed  with the
minutes of the proceedings of the Board of Directors or committee.

     Section 16. Participation of Directors by Conference Telephone.  Any one or
more members of the Board of Directors or any committee  thereof may participate
in a  meeting  by means of a  conference  telephone  or  similar  communications
equipment  allowing all persons  participating in the meeting to hear each other
at the same time.  Participation  by such means  shall  constitute  presence  in
person at a meeting.

     Section 17. Committees.  The Board of Directors, by resolution adopted by a
majority of the entire Board,  may designate  from among its members one or more
committees,  each consisting of one or more Directors, and each of which, to the
extent provided in such  resolution,  shall have all the authority of the Board.
However,  no such  committee  shall have  authority  as to any of the  following
matters:

          (a)  the  submission  to  Stockholders  of  any  action  as  to  which
     Stockholders' authorization is required by law;

          (b) the  filling  of  vacancies  on the Board of  Directors  or on any
     committee;

          (c) the fixing of  compensation  of any  Director  for  serving on the
     Board or on any committee;

          (d) the amendment or repeal of these  By-Laws,  or the adoption of new
     By-Laws; or

          (e)  the  amendment  or  repeal  of any  resolution  of the  Board  of
     Directors which, by its terms, shall not be so amendable or repeallable.

The Board of Directors may designate one or more Directors as alternate  members
of any such  committee  who may  replace  any  absent  member or  members at any
meeting of such  committee.  Each such committee  shall serve at the pleasure of
the Board of  Directors  and shall keep  minutes of its  meetings and report the
same to the Board of Directors.

                              ARTICLE IV - OFFICERS

     Section 1. Offices, Election, Term.

          (a) The Board of Directors  may elect or appoint a  President,  one or
     more Vice Presidents,  a Secretary and a Treasurer, and such other officers
     as it may  determine,  who shall have such duties,  powers and functions as
     hereinafter provided.


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<PAGE>



          (b) All  officers  shall be elected or  appointed to hold office until
     the  meeting of the Board of  Directors  immediately  following  the Annual
     Meeting of Stockholders.

          (c) Each  officer  shall  hold  office  for the  term for  which he is
     elected or appointed  and until his successor has been elected or appointed
     and qualified.

     Section 2. Removal, Resignation, and Salary.

          (a) Any officer  elected or appointed by the Board of Directors may be
     removed by the Board at any time, with or without cause.

          (b) In the event of the death,  resignation  or removal of an officer,
     the Board of Directors, in its discretion, may elect or appoint a successor
     to fill the unexpired term.

          (c) Any two or more offices may be held by the same person except,  if
     there are two or more Stockholders, the offices of President and Secretary.

          (d) The  salaries  of all  officers  shall be  fixed  by the  Board of
     Directors.

          (e) The  Directors  may require any officer to give  security  for the
     faithful performance of his duties.

     Section 3. Duties of the President. The President shall:

          (a) be the chief  executive  officer of the  Corporation  and he shall
     preside at all meetings of the Stockholders and of the Board of Directors;

          (b) be  responsible  for the  general  and  active  management  of the
     business of the  Corporation  and shall see that all orders and resolutions
     of the Board of Directors are carried into effect; and

          (c) be ex officio a member of all committees.

     Section 4. Duties of a Vice President.  During the absence or disability of
the President,  the Vice President or, if there are more than one, the Executive
Vice  President,  shall have all of the powers and  functions of the  President.
Each Vice  President  shall  perform such other duties as the Board of Directors
shall prescribe.

     Section 5. Duties of the Secretary. The Secretary shall:

          (a)  attend  all  meetings  of  the  Board  of  Directors  and  of the
     Stockholders;

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<PAGE>


          (b) record all votes and minutes of all proceedings in a book kept for
     that purpose;

          (c) give or cause to be given notice of all  meetings of  Stockholders
     and of special meetings of the Board of Directors;

          (d) keep in safe custody the seal of the  Corporation  and affix it to
     any instrument when authorized by the Board of Directors or the President;

          (e) when  required,  prepare or cause to be prepared and  available at
     each meeting of Stockholders a certified  list, in  alphabetical  order, of
     the names of Stockholders  entitled to vote thereat,  indicating the number
     of shares of each respective class held by each;

          (f) keep all the documents and records of the Corporation, as required
     by law or otherwise, in the proper and safe manner; and

          (g) perform  such other  duties as may be  prescribed  by the Board of
     Directors or the President.

     Section  6.  Duties  of an  Assistant  Secretary.  During  the  absence  or
disability of the Secretary,  the Assistant  Secretary or, if there be more than
one, the one so designated by the President or by the Board of Directors,  shall
have all the powers and functions of the Secretary.

     Section 7. Duties of the Treasurer. The Treasurer shall:

          (a) have the custody of the corporate funds and securities;

          (b) keep full and accurate  accounts of receipts and  disbursements in
     the corporate books;

          (c)  deposit  all  money and  other  valuables  in the name and to the
     credit of the Corporation in such  depositories as may be designated by the
     Board of Directors;

          (d)  disburse  the  funds  of the  Corporation  as may be  ordered  or
     authorized by the Board of Directors and preserve  proper vouchers for such
     disbursements;

          (e) render to the President and the Board of Directors, at the regular
     meetings of the Board of Directors, or whenever they require it, an account
     of all his transactions as Treasurer and of the financial  condition of the
     Corporation;


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<PAGE>


          (f)  render a full  financial  report  at the  Annual  Meeting  of the
     Stockholders, if so requested;

          (g) be furnished by all corporate officers and agents, at his request,
     with such  reports and  statements  as he may  require as to all  financial
     transactions of the Corporation; and

          (h) perform such other duties as are given to him by these  By-Laws or
     from time to time,  are  assigned to him by the Board of  Directors  or the
     President.

     Section 8. Delegation of Duties.  In the case of the absence of any officer
of the  Corporation,  or for any other reason that the Board of Directors  deems
sufficient,  the Board of Directors may delegate,  for any designated  period of
time,  the  powers or  duties,  or any of these,  of such  officer  to any other
officer,  or to any  Director,  provided that one person is not given the powers
and duties of both the President and Secretary.

     Section 9. Shares of Other  Corporations.  Whenever the  Corporation is the
holder of shares of any other corporation, any right or power of the Corporation
as  such   Stockholder   (including  the   attendance,   acting  and  voting  at
Stockholders'  meetings  and  execution of waivers,  consents,  proxies or other
instruments) may be exercised on behalf of the Corporation by the President, any
Vice President, or such other person as the Board of Directors may authorize.

                       ARTICLE V - CERTIFICATES FOR SHARES

     Section 1. Certificates. The shares of the Corporation shall be represented
by  certificates  prepared in such form as the Board of Directors may, from time
to time,  prescribe and shall be signed by the President or Vice President,  and
by the  Secretary or an Assistant  Secretary,  or the  Treasurer or an Assistant
Treasurer,  and sealed with the seal of the  Corporation or a facsimile.  If the
certificates are signed by a transfer agent acting on behalf of the Corporation,
and a  registrar,  the  signatures  of the  officers of the  Corporation  may be
facsimile.  In case any officer or officers who have signed,  or whose facsimile
signature or signatures have been used on any such  certificate or certificates,
shall cease to be such officer or officers of the  Corporation,  whether because
of death, resignation or otherwise, before such certificate or certificates have
been  delivered  by  the  Corporation,  such  certificate  or  certificates  may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons  who signed such  certificate  or  certificates,  or whose
facsimile  signature or signatures have been used thereon,  had not ceased to be
such officer or officers of the Corporation.

     Section 2. Transfer of Shares.

          (a) Upon  surrender to the  Corporation  or the transfer  agent of the
     Corporation,  of a certificate  for shares duly endorsed or  accompanied by
     proper evidence of succession, assignment or authority to transfer, it

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<PAGE>



     shall be the duty of the Corporation to issue a new certificate; every such
     transfer  shall be entered on the transfer  book of the  Corporation  which
     shall be kept at its principal office. No transfer shall be made within ten
     (10) days next preceding the Annual Meeting of Stockholders.

          (b) The  Corporation  shall be entitled to treat the holders of record
     of any share as the holder in fact thereof and,  accordingly,  shall not be
     bound to  recognize  any  equitable or other claim to, or interest in, such
     share on the part of any other person, whether or not it shall have express
     or other notice thereof, except as expressly provided by law.

     Section  3. Lost or  Destroyed  Certificates.  The  Board may  direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate to be lost or destroyed.  When  authorizing  such issue of a new
certificate or certificates, the Board may, in its discretion and as a condition
precedent to the issuance  thereof,  require the owner of such lost or destroyed
certificate or certificates, or his legal representative,  to advertise the same
in such manner as it shall  require  and/or give the  Corporation a bond in such
sum and with such surety or sureties as it may direct as  indemnity  against any
claim that may be made against the  Corporation  with respect to the certificate
alleged to have been lost or destroyed.

                           ARTICLE VI - CORPORATE SEAL

     The seal of the Corporation  shall be circular in form and bear the name of
the  Corporation,  the year of its  organization  and the words  "Corporate Seal
1999, Delaware".  The seal may be used by causing it to be impressed directly on
the  instrument  or writing to be sealed,  or upon  adhesive  substance  affixed
thereto.  The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.

                     ARTICLE VII - EXECUTION OF INSTRUMENTS

     All  corporate  checks,  demands  for  money,  notes  of  the  Corporation,
instruments and documents, shall be signed or countersigned,  executed, verified
or  acknowledged  by such  officer or officers or other person or persons as the
Board may, from time to time, designate.

                            ARTICLE VIII - DIVIDENDS

     Subject to the  provisions of the  Certificate  of  Incorporation  relating
thereto,  if any,  dividends  may be declared by the Board of  Directors  at any
regular or special  meeting,  pursuant  to law.  Dividends  may be paid in cash,
bonds, property, or in the shares of the capital stock subject to any provisions
of the Certificate of Incorporation.  Before payment of any dividend,  there may
be set aside out of any funds of the

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<PAGE>


Corporation  available for dividends,  such sum or sums as the  Directors,  from
time to time, in their  absolute  discretion,  think proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation or for such other purpose as the Directors shall
think conducive to the interest of the Corporation, and the Directors may modify
or abolish any such reserve in the manner in which it was created.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time.

                           ARTICLE X - BY-LAW CHANGES

     The By-Laws may be amended,  repealed or adopted, by vote of the holders of
a majority  of the shares at the time  entitled  to vote in the  election of any
Directors.  By-Laws may also, subject to the provisions of the General Corporate
Law, be amended,  repealed  or adopted by the Board of  Directors  in the manner
required  for the  authorization  by the  Board of  Directors  of any  corporate
action. If any By-Law regulating an impending  election of Directors is adopted,
amended or repealed by the Board of  Directors,  there shall be set forth in the
notice of the next meeting of  Stockholders  for the election of Directors,  the
By-Laws so adopted,  amended or repealed,  together with a concise  statement of
the changes made.

                                  ----- * -----


     The undersigned Incorporator certifies that the foregoing by-laws have been
adopted  as the  first  by-laws  of the  Corporation,  in  accordance  with  the
requirements  of the  General  Corporation  Law of the State of Delaware on this
23rd day of September, 1999.



                                                  /s/ David E. Tripodi
                                                 ------------------------------
                                                 David E. Tripodi, Incorporator

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