EXHIBIT
3(ii)





BY-LAWS
OF


UHF
INCORPORATED *








ARTICLE
I


OFFICES





The
principal office of the corporation in the State of Michigan shall be located in
the Municipality of St. Clair Shores, and the corporation may have such other
offices, either within or without the State of Michigan, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.





ARTICLE
II


SHAREHOLDERS





SECTION
1. Annual Meeting. The annual meeting of the shareholders shall be held on the
third Monday in the month of May in each year, beginning with the year 1998, at
the hour of 11:00 o'clock A.M., for the purpose of electing Directors and for
the transaction of such other business as may come before the
meeting.  If the day fixed for the annual meeting shall be a legal
holiday in the State of Michigan, such meeting shall be held on the next
succeeding business day.  If the election of Directors shall not be
held on the day designated herein for any annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.





SECTION
2. Special Meetings. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the President
or by the Board of Directors, and shall be called by the President at the
request of the holders of not less than thirty per cent (30%) of all the
outstanding Common Shares of the corporation entitled to vote at the
meeting.





SECTION
3. Place of Meeting. The Board of Directors may designate any place, either
within or without the State of Michigan unless otherwise prescribed by statute,
as the place of meeting for any annual meeting or for any special meeting called
by the Board of Directors.  A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Michigan, unless otherwise prescribed by statute,
as the place for the holding of such meeting.  If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation in the State of Michigan.





SECTION
4. Notice of Meeting. Written notice stating the place, day and hour of the
meeting and, in case of special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by statute, be delivered
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or the persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.  If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.








* As
amended May 18, 1998





SECTION
5. Closing of Transfer Books or Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, thirty (30) days.  If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten (10) days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than forty five (45) days prior to the date on which the particular
action, requiring such determination of shareholders, is to be
taken.  If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.  When a determination of shareholders entitled to vote
at any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.





SECTION
6. Voting Lists. The officer or agent having charge of the stock transfer books
for shares of the corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each.  Such list shall be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes
thereof.  When a record date shall have been set prior to the date of
the meeting, as prescribed in Section 5, of this Article, the Shareholder list
shall be available for inspection, by any Shareholder of record at the principal
office of the Corporation, during normal business hours, from a date three (3)
days after the record date, until the end of the meeting.





SECTION
7. Quorum. A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders.  If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed.  The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.





SECTION
8. Proxies. At all meetings of shareholders, a shareholder may vote in person or
by proxy, executed in writing by shareholder or by his duly authorized attorney
in fact.  Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy shall be
valid after thirty six (36) months from the date of its execution, unless
otherwise provided in the proxy.





SECTION
9. Voting of Shares. Subject to the provisions of Section 12 of this Article II,
each outstanding share of Common Stock entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of
shareholders.





SECTION
10. Voting of Shares by Certain Holders. Shares standing in the name of another
corporation may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.





Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his
name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.





Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority so to do be contained in an
appropriate order of the court by which such receiver was
appointed.  A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.  Shares of its own stock belonging to the corporation
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time,
for any purpose.





SECTION
11. Informal Action by Shareholders. Unless otherwise provided by law, any
action required to by taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by shareholders holding at least fifty-one percent (51%) of the shares
entitled to vote with respect to the subject matter thereof.





SECTION
12. Cumulative Voting. Unless otherwise provided by law, at each election for
Directors every shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are Directors to be elected and for whose election he has
a right to vote, or to cumulate his votes by giving one candidate as many votes
as the number of such Directors multiplied by the number of his shares shall
equal, or by distributing such votes on the same principle among any number of
candidates.





ARTICLE
III


BOARD OF
DIRECTORS





SECTION
1. General Powers. The business and affairs of the corporation shall be managed
by its Board of Directors.





SECTION
2. Number, Tenure and Qualifications. The number of directors of the corporation
shall be Seven.  The directors shall hold office for a period of three
(3) years, with one-third of the Board of Directors being elected at each annual
meeting.  At the annual meeting of Shareholders, being held in the
year 1998, three (3) Directors shall be elected.  One (1) such
Director shall be elected for a period of three (3) years; and, one (1) such
Director shall be elected for a period of two (2) years; and, one (1) such
Director shall be elected for a period of one (1) years.





SECTION
3. Regular Meetings. A regular meeting of the Board of Directors shall be held
without other notice than this By-Law immediately after, and at the same place
as, the annual meeting of shareholders.  The Board of Directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.





SECTION
4. Special Meetings. Special meetings of the Board of Directors may be called by
or at the request of the President or any two directors.  The person
or persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.





SECTION
5. Notice. Notice of any special meeting shall be given at least two (2) days
previously thereto by written notice delivered personally, mailed, transmitted
by fax transmission, or sent by e-mail, to each director at his business
address.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon
prepaid.  If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph
company.  If notice be given by fax transmission or by e-mail
transmission, such notice shall be deemed to be delivered when the fax
transmission or e-mail transmission is sent.  Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.





SECTION
6. Quorum. A majority of the number of directors fixed by Section 2 of this
Article III shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.





SECTION
7. Manner of Acting. The act of a fifty one percent (51%) majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.





SECTION
8. Action Without A Meeting. Any action that may be taken by the Board of
Directors, at a meeting, may be taken without a meeting, if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action, by sixty five percent (65%) of the Directors.





SECTION
9. Vacancies. Any vacancy occurring in the Board of Directors, unless otherwise
provided by law, shall be filled by the majority of the remaining
Directors.  A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.  Any directorship to
be filled by reason of an increase in the number of directors may be filled by
election by the Board of Directors for a term of office continuing only until
the next election of Directors by the shareholders.





SECTION
10. Compensation. By resolution of the Board of Directors, each Director may be
paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.





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





ARTICLE
IV


OFFICERS





SECTION
1. Number. The officers of the corporation shall be a President, a Secretary and
a Treasurer, each of whom shall be elected by the Board of
Directors.  Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors.  Any one person may hold multiple office of the
corporation.





SECTION
2. Election and Term of Office. The officers of the corporation to be elected by
the Board of Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be.  Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter
provided.





SECTION
3. Removal. Any officer or agent may be removed by a sixty five percent (65%)
majority of the Board of Directors whenever in its judgment, the best interests
of the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed.  Election or appointment of an officer or agent shall not of
itself create contract rights.





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





SECTION
5. President. The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation.  He shall, when present, preside at all meetings of the
shareholders and of the Board of Directors.  He may sign, with the
Secretary or any other proper officer of the corporation thereunto authorized by
the Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.





SECTION
6. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of
the shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of
Directors.





SECTION
7. Treasurer. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article V of these By-Laws; and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.  If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.





SECTION
8. Assistant Officers. The Senior Vice President shall replace the President in
the official duties of the President, if the President is incapable of
performing his duties, until such time as the Board of Directors shall replace
the President.  Any Assistant Secretary, duly appointed by the Board
of Directors, may act in the place of the Secretary, unless specifically
precluded from the act to be performed.  Any Assistant Treasurer, duly
appointed by the Board of Directors, may act in the place of the Treasurer,
unless specifically precluded from the act to be performed.





SECTION
9. Salaries. The salaries of the officers shall be fixed from time to time by
the Board of Directors and shall require a fifty one percent (51%) majority of
the Board of Directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the
corporation.





ARTICLE
V


CONTRACTS,
LOANS, CHECKS AND DEPOSITS





SECTION
1. Contracts. A fifty one percent (51%) majority of the Board of Directors may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.





SECTION
2. LOANS. No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.





SECTION
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of
money, notes or other evidence of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.





SECTION
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may
direct.





ARTICLE
VI


CERTIFICATES
FOR SHARES AND THEIR TRANSFER





SECTION
1. CERTIFICATES FOR SHARES. Certificates representing shares of the Corporation
shall be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the President or a
Vice President and by the Secretary or an Assistant
Secretary.  Certificates may bear the facsimile signatures of the
appropriate officers, when a registrar or transfer agent shall be responsible
for their issue and such transfer agent or registrar shall sign the certificates
at the time of their issuance.  The certificates shall bear the Seal
of the Corporation which may be manually affixed or imprinted on the
certificate.  All certificates for shares shall be consecutively
numbered or otherwise identified.  The name, address, and federal
identification number, of the person or entity to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation.  All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed, or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe by resolution.





SECTION
2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only
on the stock transfer books of the Corporation by the holder of record thereof
or by his legal representative, who shall furnish proper evidence of authority
to transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares.  The person in whose
name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.





ARTICLE
VII


FISCAL
YEAR





The
fiscal year of the Corporation shall begin on the first day of January and shall
end on the last day of December, in each successive year.





ARTICLE
VIII


DIVIDENDS





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





IX


CORPORATE
SEAL





The Board
of Directors shall provide a Corporate Seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation, the state of
incorporation, the year of incorporation, and the words "CORPORATE
SEAL".





ARTICLE
X


WAIVER OF
NOTICE





Unless
otherwise provided by law, whenever any notice is required to be given to any
Shareholder or Director of the Corporation under any provision of these By-Laws,
any resolution of the Board of Directors, or under any statute or law of the
State, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.





XI


AMENDMENTS





SECTION
1. Amendments by Shareholders. The Shareholders may amend these By-Laws, either
in part or in their entirety, at any regularly scheduled Annual Meeting of
Shareholders or at any Special Meeting of Shareholders, called for amongst other
reasons, the specified reason of amending the By-Laws of the
Corporation.





SECTION
2. Amendment by the Board of Directors. The Board of Directors may amend these
By-Laws, in all parts other than provisions dealing with compensation of the
Board of Directors (Article III, Section 10), number of members of the Board of
Directors (Article III, Section 2), or provisions for amending these By-Laws
(Article XI, Section 2).














ACCEPTED
THIS 9th DAY OF February, 1998.








/s/
Vincent J. Senko


------------------------------------


SECRETARY