Bylaws
                                       of
                                  Colmena Corp.





     This  instrument is the property of The Yankee  Companies,  Inc., a Florida
corporation ("Yankee"),  and has been licensed for use by Colmena Corp, only for
its own  corporate  governance  purposes.  No one may  utilize  this form or any
derivations thereof without the prior written consent of Yankee.


                                    ARTICLE I
                                  STOCKHOLDERS

SECTION 1.        Annual Meetings

(a)  (1)  The annual meeting of the  stockholders  of the  Corporation  shall be
          held at the  principal  office  of the  Corporation  in the  State  of
          Delaware  or at such  other  place  within  or  without  the  State of
          Delaware as may be  determined by the Board of Directors and as may be
          designated in the notice of such meeting.

     (2)  The  meeting  shall be held on the 15th day of October of each year or
          on such other day as the Board of Directors may specify.

     (3)  If said day is a legal holiday,  the meeting shall be held on the next
          succeeding business day not a legal holiday.

(b)  Business  to be  transacted  at  such  meeting  shall  be the  election  of
     Directors to succeed those whose terms are expiring and such other business
     as may be properly brought before the meeting.

(c)  In the event that the annual meeting, by mistake or otherwise, shall not be
     called  and held as herein  provided,  a special  meeting  may be called as
     provided for in Section 2 of this Article I in lieu of and for the purposes
     of and with the same effect as the annual meeting.

(d)  Subject to  compliance  with  requirements  imposed under Section 14 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), proposals
     by  stockholders  for action at an annual  meeting must be submitted to the
     Corporation's principal executive offices so that they are received thereat
     on or before  the 120th day  prior to the  annual  anniversary  of the last
     preceding annual meeting, unless such proposal relates to the nomination of
     directors,  in  which  case  it  must  be  submitted  to the  Corporation's
     principal executive offices so that the name, address, telephone number and
     if available,  fax number and e-mail address of the nominee,  together with
     biographical  data  covering the nominees  activities  during the preceding
     five years  satisfying  the  disclosure  requirements  of Regulation SB are
     received  thereat  on or  before  the 60th day  prior to the time  that the
     Corporation  first files  materials with the Commission  pertaining to such
     meeting on either  Schedule 14A or 14C  promulgated  under authority of the
     Exchange Act.

                                    Page 32

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SECTION 2.        Special Meetings

(a)  A special meeting of the  stockholders of the Corporation may be called for
     any  purpose  or  purposes  at any  time by the  Chairman  of the  Board or
     President of the  Corporation,  by the Board of Directors or by the holders
     of not less than 10% of the  outstanding  capital stock of the  Corporation
     entitled to vote at such meeting.

(b)  (1)  At any time,  upon the  written  direction  of any  person or  persons
          entitled to call a special  meeting of the  stockholders,  it shall be
          the duty of the  Secretary to send notice of such meeting  pursuant to
          Section 4 of this Article I.

     (2)  It shall be the  responsibility of the person or persons directing the
          Secretary  to send notice of any special  meeting of  stockholders  to
          deliver such  direction and a proposed form of notice to the Secretary
          not less than 15 days prior to the proposed date of said meeting.

(c)  Special  meetings of the  stockholders of the Corporation  shall be held at
     such place, within or without the State of Delaware,  on such dates, and at
     such time as shall be specified in the notice of such special meeting.


                                    Page 33

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SECTION 3.        Adjournment

(a)  When the  annual  meeting  is  convened,  or when any  special  meeting  is
     convened,  the presiding  officer may adjourn it for such period of time as
     may be  reasonably  necessary to reconvene the meeting at another place and
     time.

(b)  The  presiding  officer  shall have the power to adjourn any meeting of the
     stockholders for any proper purpose, including, but not limited to, lack of
     a quorum,  securing a more adequate  meeting place,  electing  officials to
     count and tabulate votes,  reviewing any  stockholder  proposals or passing
     upon any challenge which may properly come before the meetings.

(c)  (1)  When a meeting is adjourned to another time or place,  it shall not be
          necessary to give any notice of the adjourned  meeting if the time and
          place to which the meeting is adjourned  are  announced at the meeting
          at which the adjournment is taken,  and any business may be transacted
          at the  adjourned  meeting  that  might  have been  transacted  on the
          original date of the meeting.

     (2)  If,  however,  after the adjournment the Board fixes a new record date
          for the adjourned  meeting, a notice of the adjourned meeting shall be
          given  in  compliance  with  Section  4(a) of this  Article  I to each
          stockholder  of record on the new record date entitled to vote at such
          meeting.

SECTION 4.        Notice of Meetings; Purpose of Meeting; Waiver

(a)  (1)  Each  stockholder  of record  entitled to vote at any meeting shall be
          given in person,  or by first class  mail,  postage  prepaid,  written
          notice of such meeting which, in the case of a special meeting,  shall
          set forth the  purpose(s)  for which the  meeting is called,  not less
          than 20 or more than 60 days before the date of such meeting.

     (2)  If mailed,  such notice is to be sent to the stockholder's  address as
          it appears on the stock transfer books of the Corporation,  unless the
          stockholder  shall have requested of the Secretary in writing at least
          15 days prior to the  distribution  of any  required  notice  that any
          notice intended for him or her be sent to some other address, in which
          case  the  notice  may be  sent  to the  address  so  designated.  (3)
          Notwithstanding  any such request by a  stockholder,  notice sent to a
          stockholder's  address as it appears  on the stock  transfer  books of
          this Corporation as of the record date shall be deemed properly given.

     (4)  Any  notice of a meeting  sent by United  States  mail shall be deemed
          delivered when  deposited with proper postage  thereon with the United
          States Postal Service or in any mail receptacle under its control.

(b)  (1)  A stockholder  waives notice of any meeting by  attendance,  either in
          person or by proxy,  at such  meeting or by waiving  notice in writing
          either before, during or after such meeting.

     (2)  Attendance at a meeting for the express  purpose of objecting that the
          meeting  was not  lawfully  called  or  convened,  however,  will  not
          constitute  a waiver  of  notice by a  stockholder  who  states at the
          beginning of the meeting, his or her objection that the meeting is not
          lawfully called or convened.

(c)  A waiver of notice signed by all stockholders entitled to vote at a meeting
     of  stockholders  may also be used for any other proper purpose  including,
     but not limited to,  designating  any place  within or without the State of
     Delaware as the place for holding such a meeting.

(d)  Neither the business to be  transacted  at, nor the purpose of, any regular
     or special meeting of stockholders  need be specified in any written waiver
     of notice.

                                     Page 34
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SECTION 5.        Closing of Transfer Books; Record Date; Stockholders' List

(a)  In order to  determine  the holders of record of the  capital  stock of the
     Corporation who are entitled to notice of meetings, to vote at a meeting or
     adjournment  thereof,  or to receive  payment of any  dividend,  or for any
     other purpose,  the Board of Directors may fix a date not more than 60 days
     prior to the date set for any of the  above_mentioned  activities  for such
     determination of stockholders.

(b)  If the stock  transfer books shall be closed for the purpose of determining
     stockholders entitled to notice of or to vote at a meeting of stockholders,
     such books shall be closed for at least 10 days immediately  preceding such
     meeting.

(c)  In lieu of closing the stock transfer books, the Board of Directors may fix
     in advance a date as the date for any such  determination  of stockholders,
     such  date in any  case to be not  more  than 60 days  prior to the date on
     which the particular action,  requiring such determination of stockholders,
     is to be taken.

(d)  If the stock  transfer books are not closed and no record date is fixed for
     the  determination  of  stockholders  entitled  to  notice  or to vote at a
     meeting of stockholders,  or 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 stockholders.

(e)  When a  determination  of  stockholders  entitled to vote at any meeting of
     stockholders has been made as provided in this Section,  such determination
     shall apply to any adjournment thereof, unless the Board of Directors fixes
     a new record date under this Section for the adjourned meeting.

(f)  (1)  The officer or agent having charge of the stock  transfer books of the
          Corporation  shall  make,  as of a date at least 10 days  before  each
          meeting of stockholders,  a complete list of the stockholders entitled
          to vote at such meeting or any adjournment  thereof,  with the address
          of each  stockholder  and the number and class and series,  if any, of
          shares held by each stockholder.

     (2)  Such  list  shall  be kept on file  at the  registered  office  of the
          Corporation,  at the principal place of business of the Corporation or
          at the office of the transfer  agent or  registrar of the  Corporation
          for a period of 10 days prior to such  meeting and shall be  available
          for  inspection by any  stockholder  at any time during usual business
          hours.

     (3)  Such list shall also be  produced  and kept open at the time and place
          of any meeting of  stockholders  and shall be subject to inspection by
          any stockholder at any time during the meeting.

(g)  The original  stock  transfer books shall be prima facie evidence as to the
     stockholders  entitled to examine such list or stock  transfer  books or to
     vote at any meeting of stockholders.

(h)  If the  requirements  of  Section  5(f) of this  Article  I have  not  been
     substantially  complied  with,  then, on the demand of any  stockholder  in
     person or by proxy, the meeting shall be adjourned until such  requirements
     are complied with.

(i)  If no demand pursuant to Section 5(h) of this Article I is made, failure to
     comply with the  requirements of this Section shall not affect the validity
     of any action taken at such meeting.

(j)  Section 5(g) of this  Article I shall be operative  only at such time(s) as
     the Corporation shall have 6 or more stockholders.


                                    Page 35
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SECTION 6.        Quorum

(a)  At any meeting of the  stockholders of the  Corporation,  the presence,  in
     person or by proxy,  of  stockholders  holding a majority of the issued and
     outstanding shares of the capital stock of the Corporation entitled to vote
     thereat  shall be necessary to constitute a quorum for the  transaction  of
     any business.

(b)  If a quorum is present, the vote of a majority of the shares represented at
     such meeting and entitled to vote on the subject matter shall be the act of
     the stockholders.

(c)  If there  shall not be a quorum at any meeting of the  stockholders  of the
     Corporation,  then the  holders of a majority  of the shares of the capital
     stock of the Corporation who shall be present at such meeting, in person or
     by proxy,  may adjourn such  meeting  from time to time until  holders of a
     quorum of the shares of the capital stock shall attend.

(d)  At any such  adjourned  meeting  at which a quorum  shall be  present,  any
     business may be transacted  which might have been transacted at the meeting
     as originally scheduled.

SECTION 7.        Presiding Officer; Order of Business

(a)  (1)  Meetings of the stockholders shall be presided over by the Chairman of
          the Board,  or, if he or she is not present or there is no Chairman of
          the Board,  by the President  or, if he or she is not present,  by the
          senior  Vice  President  present  or, if neither  the  Chairman of the
          Board,  the President,  nor a Vice  President is present,  the meeting
          shall be presided  over by a chairman  to be chosen by a plurality  of
          the stockholders  entitled to vote at the meeting who are present,  in
          person or by proxy.

     (2)  The presiding  officer of any meeting of the stockholders may delegate
          his or her duties and  obligations  as the presiding  officer as he or
          she sees fit.

(b)  The Secretary of the Corporation,  or, in his or her absence,  an Assistant
     Secretary shall act as Secretary of every meeting of  stockholders,  but if
     neither the Secretary nor an Assistant Secretary is present,  the presiding
     officer of the meeting shall choose any person  present to act as secretary
     of the meeting.

(c)  The order of business shall be as follows:

               Call of meeting to order.
               Proof of notice of meeting.
               Reading  minutes  of last  previous  stockholders'  meeting  or a
               waiver thereof.
               Reports of  Officers.
               Reports of  committees.
               Election  of Directors.
               Regular  and  miscellaneous  business.
               Special  matters.
               Adjournment.

(d)  (1)  Notwithstanding  the provisions of Section 7(c) of this Article I, the
          order and topics of business to be  transacted at any meeting shall be
          determined by the presiding  officer of the meeting in his or her sole
          discretion.

     (2)  In no event shall any  variation in the order of business or additions
          and deletions  from the order of business as specified in Section 7(c)
          of this  Article  I  invalidate  any  actions  properly  taken  at any
          meeting.


                                    Page 36
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SECTION 8.        Voting

(a)  Unless  otherwise  provided for in the Certificate of  Incorporation,  each
     stockholder shall be entitled, at each meeting and upon each proposal to be
     voted  upon,  to one vote for each share of voting  stock  recorded  in the
     stockholder's name on the books of the Corporation on the record date fixed
     as provided for in Section 5 of this Article I.

(b)  (1)  The presiding  officer at any meeting of the  stockholders  shall have
          the power to determine  the method and means of voting when any matter
          is to be voted upon.

     (2)  The method and means of voting may  include,  but shall not be limited
          to, vote by ballot, vote by hand or vote by voice.

     (3)  No method of  voting  may be  adopted,  however,  which  fails to take
          account of any stockholder`s right to vote by proxy as provided for in
          Section 10 of this Article I.

     (4)  In no event may any method of voting be adopted which would  prejudice
          the outcome of the vote.

SECTION 9.        Action Without Meeting

(a)  (1)  Any action  required  to be taken at any annual or special  meeting of
          stockholders of the  Corporation,  or any action which may be taken at
          any  annual or  special  meeting  of such  stockholders,  may be taken
          without a  meeting,  and  without a vote,  if a  consent  in  writing,
          setting forth the action so taken, shall be signed by the holders of a
          majority of the Corporation's outstanding voting stock; provided that,
          prior  to such  action  the  Corporation  shall  have  filed  with the
          Commission and delivered to the stockholders an information  statement
          in the form  required by Section 14 of the  Exchange  Act,  unless the
          Corporation  no  longer  has a class of  securities  registered  under
          Section 12 of the Exchange Act.

     (2)  Such  instrument  may be  executed  in  counterparts  or as a  unitary
          document.

(b)  In the event that the action to which the  stockholders  consent is such as
     would have required the filing of a certificate  under the Delaware General
     Corporation  Law, the effect of such consent shall be as if such action had
     been  voted  on  by  stockholders  at  a  meeting  thereof;   however,  the
     certificate filed under such other section shall state that written consent
     has been  given in  accordance  with the  provisions  of  Section 9 of this
     Article I.

(c)  If the  Corporation  no longer has a class of securities  registered  under
     Section 12 of the Exchange Act and  stockholder  action is taken by written
     consent in lieu of meeting without prior notice, signed by less than all of
     the Corporation's  stockholders,  then all  non-participating  stockholders
     shall be provided  with  written  notice of the action taken within 10 days
     after the effective date of the written instrument taking such action.

(d)  No action by written  consent in lieu of meeting shall be valid if it is in
     contravention of applicable  proxy or informational  rules adopted pursuant
     to the Exchange Act,  including,  without  limitation,  the requirements of
     Section 14 thereof.


                                    Page 37
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SECTION 10.       Proxies

(a)  Every  stockholder  entitled  to vote at a meeting  of  stockholders  or to
     express consent or dissent without a meeting, or his or her duly authorized
     attorney-in-fact, may authorize another person or persons to act for him or
     her by proxy.

(b) (1)   Every  proxy  must  be  signed  by  the  stockholder  or  his  or  her
          attorney-in-fact.

    (2)   No proxy  shall be valid  after the  expiration  of 11 months from the
          date thereof unless otherwise provided in the proxy.

    (3)   Every  proxy shall be  revocable  at the  pleasure of the  stockholder
          executing it, except as otherwise provided in this Section 10.

(c)  The  authority  of the holder of a proxy to act shall not be revoked by the
     incompetence  or death of the  stockholder  who executed the proxy  unless,
     before the authority is exercised,  written notice of any  adjudication  of
     such  incompetence  or of such death is received by the  corporate  officer
     responsible for maintaining the list of stockholders.

(d)  Except  when other  provisions  shall  have been made by written  agreement
     between  the  parties,  the  record  holder of shares  held as  pledges  or
     otherwise  as  security  or which  belong to  another,  shall  issue to the
     pledgor or to such owner of such shares,  upon demand  therefor and payment
     of  necessary  expenses  thereof,  a proxy  to vote  or take  other  action
     thereon.

(e)  A proxy shall be  irrevocable  if it states that it is  irrevocable  and is
     held by any of the  following or a nominee of any of the  following:  (i) a
     pledgee;  (ii) a person who has purchased or agreed to purchase the shares:
     (iii) a creditor or creditors of the  Corporation who extend or continue to
     extend credit to the  Corporation  in  consideration  of the proxy,  if the
     proxy  states  that it was  given in  consideration  of such  extension  or
     continuation  of  credit,  the amount  thereof,  and the name of the person
     extending or continuing credit; (iv) a person who has contracted to perform
     services  as an officer of the  Corporation,  if a proxy is required by the
     contract  of  employment,  if  the  proxy  states  that  it  was  given  in
     consideration  of such  contract of  employment  and states the name of the
     employee  and the  period of  employment  contracted  for;  or (v) a person
     designated  by or under an agreement as provided in Section 11 hereof or in
     Section 5.4.

(f)  (1)  Notwithstanding a provision in a proxy stating that it is irrevocable,
          the proxy becomes revocable after the pledge is redeemed,  the debt of
          the Corporation is paid, the period of employment  provided for in the
          contract of employment has terminated,  or the agreement under Section
          11 hereof or Section 5.4 has terminated and, in a case provided for in
          Section  10(e) (iii) or Section  10(e) (iv) of this  Article , becomes
          revocable three years after the date of the proxy or at the end of the
          period, if any,  specified  therein,  whichever period is less, unless
          the period of  irrevocability of the proxy is provided in this Section
          10.

     (2)  This  Section  10(f)  does not affect the  duration  of a proxy  under
          Section 10(b) of this Article.

(g)  A proxy may be revoked,  notwithstanding a provision making it irrevocable,
     by a  purchaser  of  shares  without  knowledge  of the  existence  of such
     provision  unless the  existence  of the proxy and its  irrevocability  are
     noted  conspicuously  on the face or back of the  certificate  representing
     such shares.

(h)  (1)  If a proxy  for the same  shares  confers  authority  upon two or more
          persons and does not  otherwise  provide,  a majority of such  persons
          present at the  meeting,  or if only one is present then that one, may
          exercise all the powers conferred by the proxy.

     (2)  If the proxy holders  present at the meeting are equally divided as to
          the right and manner of voting in any  particular  case, the voting of
          such shares shall be prorated.

(i)  If a proxy expressly so provides, any proxy holder may appoint in writing a
     substitute to act in his or her place.

(j)  Notwithstanding  anything in the Bylaws to the contrary,  no proxy shall be
     valid if it was  obtained in violation of any  applicable  requirements  of
     Section 14 of the Exchange  Act, or the Rules and  Regulations  promulgated
     thereunder.


                                    Page 38
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SECTION 11.       Voting of Shares by Stockholders

(a) (1)   Shares  standing  in the  name of  another  corporation,  domestic  or
          foreign,  may be voted by the officer,  agent, or proxy  designated by
          the bylaws of the  corporate  stockholder;  or, in the  absence of any
          applicable  bylaw,  by such  person as the Board of  Directors  of the
          corporate stockholder may designate.

    (2)   Proof of such  designation  may be made by presentation of a certified
          copy of the bylaws or other instrument of the corporate stockholder.

    (3)   In the  absence  of any such  designation,  or in case of  conflicting
          designation by the corporate  stockholder,  the chairman of the board,
          president,  any  vice  president,   secretary  and  treasurer  of  the
          corporate  stockholder,  in that  order,  shall be presumed to possess
          authority to vote such shares.

(b) (1)   Shares held by an administrator, executor, guardian or conservator may
          be voted by him or her,  either  in  person  or by  proxy,  without  a
          transfer of such shares into his or her name.

    (2)   Shares  standing  in the name of a trustee may be voted as shares held
          by the trustee  without a transfer  of such shares into the  trustee's
          name.

(c) (1)   Shares  standing  in the  name  of a  receiver  may be  voted  by such
          receiver.

    (2)   Shares held by or under the control of a receiver  but not standing in
          the name of such receiver,  may be voted by such receiver  without the
          transfer  thereof  into the  receiver's  name if authority to do so is
          contained in an appropriate  order of the court by which such receiver
          was appointed.

(d)  A  stockholder  whose  shares are  pledged  shall be  entitled to vote such
     shares until the shares have been transferred into the name of the pledgee.

(e)  Shares of the capital stock of the Corporation belonging to the Corporation
     or held by it in a  fiduciary  capacity  shall  not be voted,  directly  or
     indirectly,  at any meeting,  and shall not be counted in  determining  the
     total number of outstanding shares.


                                    Page 39
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                                   ARTICLE II
                                    DIRECTORS

SECTION 1.        Board of Directors; Exercise of Corporate Powers

(a)  (1)  All corporate  powers shall be exercised by or under the authority of,
          and the business and affairs of the Corporation shall be managed under
          the  direction  of, the Board of Directors  except as may be otherwise
          provided in the  Certificate of  Incorporation  or in a  stockholders'
          agreement.

     (2)  If any such provision is made in the Certificate of  Incorporation  or
          in a  stockholders'  agreement,  the powers and  duties  conferred  or
          imposed upon the Board of Directors shall be exercised or performed to
          such  extent and by such person or persons as shall be provided in the
          Certificate of Incorporation or stockholders' agreement.

(b)  Directors  need  not be  residents  of this  state or  stockholders  of the
     Corporation unless the Certificate of Incorporation so requires.

(c)  The Board of  Directors  shall have  authority to fix the  compensation  of
     Directors unless otherwise provided in the Certificate of Incorporation.

(d)  A Director shall perform his or her duties as a Director,  including his or
     her duties as a member of any  committee  of the Board upon which he or she
     may serve, in good faith,  in a manner he or she reasonably  believes to be
     in the  best  interests  of the  Corporation,  and  with  such  care  as an
     ordinarily  prudent  person in a like  position  would  use  under  similar
     circumstances.

(e)  In performing  his or her duties,  a Director  shall be entitled to rely on
     information, opinions, reports or statements, including without limitation,
     financial  statements  and other  financial  data, in each case prepared or
     presented by: (i) one or more officers or employees of the Corporation whom
     the  Director  reasonably  believes to be  reliable  and  competent  in the
     matters presented;  (ii) legal counsel, public accountants or other persons
     as to matters  which the  Director  reasonably  believes  to be within such
     persons'  professional  or expert  competence;  or (iii) a committee of the
     Board upon which he or she does not serve,  duly  designated  in accordance
     with a provision of the Certificate of Incorporation or these Bylaws, as to
     matters  within its  designated  authority,  which  committee  the Director
     reasonably believes to merit confidence.

(f)  A Director  shall not be considered to be acting in good faith if he or she
     has  knowledge  concerning  the matter in  question  that would  cause such
     reliance described in Section 1(e) of this Article to be unwarranted.

(g)  A person who  performs  his or her duties in  compliance  with Section 1 of
     this  Article  shall have no  liability by reason of being or having been a
     Director of the Corporation.

(h)  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  he or she votes
     against such action or abstains from voting in respect  thereto  because of
     an asserted conflict of interest.


                                    Page 40
<Page>



SECTION 2.        Number; Election; Classification of Directors; Vacancies

(a)  (1)  The Board of Directors of this  Corporation  shall consist of not less
          than one Director.

     (2)  The Board shall have  authority,  from time to time,  to increase  the
          number of  Directors  or to  decrease  it to not less than one member,
          provided  that no decrease in the number of Directors  shall deprive a
          serving  Director of the right to serve  throughout the term of his or
          her election.

(b)  Each person named in the  Certificate of  Incorporation  as a member of the
     initial  Board of Directors  shall serve until his or her  successor  shall
     have been elected and  qualified  or until his or her earlier  resignation,
     removal from office, or death.

(c)  (1)  At the first annual meeting of stockholders and at each annual meeting
          thereafter,  the  stockholders  shall elect  Directors  to hold office
          until  the  next  succeeding  annual  meeting,  except  in case of the
          classification  of Directors  as  permitted  by the  Delaware  General
          Corporation Law.

     (2)  Each  Director  shall hold  office for the term for which he or she is
          elected  and until his or her  successor  shall have been  elected and
          qualified  or  until  his or her  earlier  resignation,  removal  from
          office, or death.

(d)  (1)  The stockholders,  by amendment to these Bylaws,  may provide that the
          Directors be divided into not more than three classes, as nearly equal
          in number as possible, whose terms of office shall respectively expire
          at different  times, but no such term shall continue longer than three
          years,  and at least  one  third  of the  Directors  shall be  elected
          annually.

     (2)  If Directors are  classified and the number of Directors is thereafter
          changed,  any  increase  or  decrease  in  Directorship  shall  be  so
          apportioned  among the classes as to make all classes as nearly  equal
          in number as possible.

(e)  (1)  Any vacancy occurring in the Board of Directors, including any vacancy
          created by reason of an  increase in the number of  Directors,  may be
          filled only by the Board of Directors.

     (2)  A Director  elected to fill a vacancy shall hold office only until the
          next election of Directors by the stockholders.

SECTION 3.        Removal of Directors

(a)  At a  meeting  of  stockholders  called  expressly  for that  purpose,  any
     Director or the entire Board of Directors  may be removed,  with or without
     cause,  by the vote of the  holders of 60% of the shares  then  entitled to
     vote at an  election  of  Directors;  provided  that at least one  Director
     remains in office or one  Director  is elected  as a  replacement  Director
     concurrently with such removal.

(b)  In the event that the number of  Directors  is  reduced  below that  number
     mandated in the Certificate of  Incorporation,  these bylaws or resolutions
     of the stockholders in effect at time, as a result of the removal of one or
     more  Directors by the  stockholders,  then the remaining  Directors or the
     contemporaneously   elected   replacement   Director  will  promptly  elect
     replacement Directors, to serve until the next meeting of the Corporation's
     stockholders, and until their replacements have been elected, qualified and
     assume their office.


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SECTION 4.        Director Quorum and Voting

(a)  A majority of the  Directors  fixed in the manner  provided in these Bylaws
     shall constitute a quorum for the transaction of business.

(b)  A majority  of the members of an  Executive  Committee  or other  committee
     shall constitute a quorum for the transaction of business at any meeting of
     such Executive Committee or other committee.

(c)  The act of a majority of the Directors  present at a Board meeting at which
     a quorum is present shall be the act of the Board of Directors.

(d)  The act of a majority of the members of an Executive  Committee  present at
     an Executive  Committee  meeting at which a quorum is present  shall be the
     act of the Executive Committee.

(e)  The act of a majority  of the members of any other  committee  present at a
     committee  meeting  at which a quorum  is  present  shall be the act of the
     committee.

(f)  Directors may, if not contrary to applicable  law, vote either in person or
     by proxy,  provided that the proxy holder must be either another  Director,
     an officer or a stockholder of the Corporation;  however,  any Director who
     elects to vote by proxy more than three times during any single fiscal year
     shall,  unless  otherwise   determined  by  the  Board  of  Directors,   be
     automatically removed as a Director.

SECTION 5.        Director Conflicts of Interest

(a)  No contract or other  transaction  between this Corporation and one or more
     of its Directors or any other corporation,  firm,  association or entity in
     which  one or  more of its  Directors  are  Directors  or  officers  or are
     financially  interested  shall be either void or  voidable  because of such
     relationship  or interest or because such Director or Directors are present
     at the  meeting of the Board of  Directors  or a  committee  thereof  which
     authorizes,  approves or ratifies such contract or  transaction  or because
     their votes are counted for such purpose, if:

          (i)  The fact of such  relationship  or interest is disclosed or known
               to the Board of Directors or committee which authorizes, approves
               or  ratifies  the  contract or  transaction  by a vote or consent
               sufficient for the purpose without counting the votes or consents
               of such interested Directors; or

         (ii)  The fact of such  relationship  or interest is disclosed or known
               to the stockholders entitled to vote and they authorize,  approve
               or  ratify  such  contract  or  transaction  by vote  or  written
               consent; or

         (iii) The  contract or  transaction  is fair and  reasonable  as to the
               Corporation  at  the  time  it is  authorized  by  the  Board,  a
               committee, or the stockholders.

(b)  Interested Directors,  whether or not voting, may be counted in determining
     the  presence  of a quorum at a  meeting  of the  Board of  Directors  or a
     committee thereof which  authorizes,  approves or ratifies such contract or
     transaction.


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SECTION 6.        Executive and Other Committees; Designation; Authority

(a)  The  Board  of  Directors,  by  resolution  adopted  by the  full  Board of
     Directors,  may designate  from among its Directors an Executive  Committee
     and one or more other  committees  each of which, to the extent provided in
     such  resolution or in the  Certificate of  Incorporation  or these Bylaws,
     shall have and may  exercise all the  authority of the Board of  Directors,
     except that no such committee  shall have the authority to : (i) approve or
     recommend to  stockholders  actions or  proposals  required by the Delaware
     General  Corporation  Law to be approved by  stockholders;  (ii)  designate
     candidates for the office of Director for purposes of proxy solicitation or
     otherwise;  (iii) fill vacancies on the Board of Directors or any committee
     thereof;   (iv)  amend  these   Bylaws;   (v)   authorize  or  approve  the
     re_acquisition  of shares  unless  pursuant to a general  formula or method
     specified  by the Board of  Directors;  or (vi)  authorize  or approve  the
     issuance or sale of, or any contract to issue or sell,  shares or designate
     the terms of a series of a class of shares,  unless the Board of Directors,
     having acted regarding  general  authorization  for the issuance or sale of
     shares,  or any  contract  therefor,  and,  in the  case of a  series,  the
     designation thereof has specified a general formula or method by resolution
     or by adoption of a stock  option or other plan,  authorized a committee to
     fix the terms  upon which  such  shares  may be issued or sold,  including,
     without limitation,  the price, the rate or manner of payment of dividends,
     provisions  for  redemption,   sinking  fund,  conversion,  and  voting  or
     preferential  rights,  and  provisions  for  other  features  of a class of
     shares, or a series of a class of shares, with full power in such committee
     to adopt any final  resolution  setting forth all the terms of a series for
     filing with the Department of State under the Delaware General  Corporation
     Law.

(b)  The Board,  by resolution  adopted in accordance  with Section 6(a) of this
     Article II, may designate one or more Directors as alternate members of any
     such committee,  who may act in the place and stead of any absent member or
     members at any meeting of such committee.

(c)  Neither the  designation of any such committee,  the delegation  thereto of
     authority,  nor action by such committee  pursuant to such authority  shall
     alone  constitute  compliance by a member of the Board of Directors,  not a
     member of the committee in question,  with his or her responsibility to act
     in good faith, in a manner he or she reasonably  believes to be in the best
     interests of the Corporation,  and with such care as an ordinarily  prudent
     person in a like position would use under similar circumstances.

(d)  The  Board  of  Directors  shall at every  organizational  meeting  thereof
     designate the following  committees comprised in each case of a majority of
     independent Directors:

     (1)  An audit committee;

     (2)  A compensation committee; and

     (3)  A regulatory compliance committee.


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SECTION 7.  Place, Time, Notice and Call of Directors' Meeting.


(a)  Meetings of the Board of Directors,  regular or special, may be held either
     within or without the State of Delaware.

(b)       (i)  A regular  meeting of the Board of Directors  of the  Corporation
               shall be held for the election of officers of the Corporation and
               for the  transaction  of such other  business  as may come before
               such meeting as promptly, as practicable after the annual meeting
               of the stockholders of this Corporation  without the necessity of
               notice other than this Bylaw.

         (ii)  Other  regular   meetings  of  the  Board  of  Directors  of  the
               Corporation  may be held at such places as the Board of Directors
               of the  Corporation  may from time to time resolve without notice
               other than such resolution.

        (iii)  Special  meetings  of the Board of  Directors  may be held at any
               time upon call of the  Chairman  of the Board of  Directors  or a
               majority of the Directors of the Corporation, at such time and at
               such place as shall be specified in the call thereof.

         (iv)  (A)  Notice of any special meeting of the Board of Directors must
                    be given at least  two days  prior  thereto,  if by  written
                    notice  delivered  personally;  or at least  five days prior
                    thereto,  if mailed; or at least two days prior thereto,  if
                    by  telegram;  or at least  two days  prior  thereto,  if by
                    telephone or E-mail, receipt confirmed.

               (B)  If such notice is given by mail, such notice shall be deemed
                    to have been delivered when deposited with the United States
                    Postal  Service  addressed to the  business  address of such
                    Director with postage thereon prepaid.

               (C)  If notice be given by telegram,  such notice shall be deemed
                    delivered  when the telegram is  delivered to the  telegraph
                    company.

               (D)  If  notice  is  given  by  telephone   (including  facsimile
                    transmission),  such notice shall be deemed  delivered  when
                    the call is completed.

               (E)  If notice is given by E-mail,  such  notice  shall be deemed
                    delivered when confirmation of receipt is obtained.

(c)  (1)  Notice of a meeting of the Board of Directors need not be given to any
          Director  who  signs a waiver  of  notice  either  before or after the
          meeting.

     (2)  Attendance  of a Director at a meeting  shall  constitute  a waiver of
          notice of such  meeting  and waiver of any and all  objections  to the
          place of the meeting,  the time of the meeting, or the manner in which
          it has been called or convened,  except when a Director states, at the
          beginning of the meeting, any objection to the transaction of business
          because the meeting is not lawfully called or convened.

(d)  Neither the business to be  transacted  at, nor the purpose of, any regular
     or  special  meeting of the Board of  Directors  need be  specified  in the
     notice or waiver of notice of such meeting.

(e)  (1)  A majority of the Directors  present,  whether or not a quorum exists,
          may adjourn any meeting of the Board of  Directors to another time and
          place.

     (2)  Notice of any such  adjourned  meeting shall be given to the Directors
          who were not present at the time of the  adjournment  and,  unless the
          time and place of the  adjourned  meeting are announced at the time of
          the adjournment, to the other Directors.

(f)  (1)  Members of the Board of Directors may participate in a meeting of such
          Board by means of a  conference  telephone  or similar  communications
          equipment by means of which all persons  participating  in the meeting
          can communicate with each other at the same time.

     (2)  Participation by such means shall  constitute  presence in person at a
          meeting.



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SECTION 8.        Action by Directors Without a Meeting

(a)  (1)  And action  required by the  Delaware  General  Corporation  Law to be
          taken at a meeting of the Directors of the Corporation,  or any action
          which  may be taken  at a  meeting  of the  Directors  or a  committee
          thereof,  may be taken  without a meeting  if a  consent  in  writing,
          setting  forth  the  action  so to be  taken,  signed  by  all  of the
          Directors, or all of the members of the committee, as the case may be,
          and is filed in the minutes of the  proceedings of the Board or of the
          committee.

     (2)  Such consent shall have the same effect as a unanimous vote.

(b)  If not contrary to applicable  law,  Directors may take action as the Board
     of  Directors or  committees  thereof  through a written  consent to action
     signed by a number of  Directors  sufficient  to have carried a vote of the
     Board of  Directors  or  committee  thereof  with all  members  present and
     voting; provided, that all Directors not joining in such written instrument
     shall be deemed for all purposes to have cast  dissenting  votes,  and that
     all Directors not parties to such  instrument  shall receive written notice
     of all action taken  through such  instrument  within three days after such
     instrument  shall have been subscribed by the requisite number of Directors
     required for such action.

SECTION 9.        Compensation

(a)  The Directors  and members of the Executive and any other  committee of the
     Board of Directors  shall be entitled to such reasonable  compensation  for
     their  services  and on such  basis as shall be fixed  from time to time by
     resolution of the Board of Directors.

(b)  The Board of  Directors  and  members  of any  committee  of that  Board of
     Directors shall be entitled to  reimbursement  for any reasonable  expenses
     incurred in attending any Board or committee meeting.

(c)  Any  Director  receiving  compensation  under  this  Section  shall  not be
     prevented from serving the  Corporation in any other capacity and shall not
     be  prohibited  from  receiving  reasonable  compensation  for  such  other
     services.

SECTION 10.       Resignation

(a)  Unless  he or  she  is the  sole  serving  Director,  any  Director  of the
     Corporation may resign at any time by providing the Board of Directors with
     written  notice  indicating  the  Director's  intention  to resign  and the
     effective date thereof.

(b)  A sole serving Director of the Corporation must, at least concurrently with
     his or her  resignation,  elect one or more successor  Director(s) at least
     one of whom must  assume his or her office  concurrently  with the  subject
     resignation,  and the  resignation  shall  be  effected  by  providing  the
     successor   Director(s)  with  written  notice  indicating  the  Director's
     intention to resign and the effective date thereof.



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                                   ARTICLE III
                                    OFFICERS

SECTION 1.        Election; Number; Terms of Office

(a)  (1)  The  officers of the  Corporation  shall  consist of a Chairman of the
          Board of Directors  whose title may be  designated  as  "Chairman,"  a
          Chief Executive  Officer,  a President,  a Chief Operating  Officer, a
          Chief Financial Officer, one or more Vice_Presidents,  a Secretary and
          a  Treasurer,  each of whom shall be elected by the Board of Directors
          at such time and in such manner as may be prescribed by these Bylaws.

     (2)  Such other officers and assistant officers and agents as may be deemed
          necessary may be elected or appointed by the Board of Directors.

     (3)  The  officers of the  Corporation  shall be  hereinafter  collectively
          referred to as the "Officers."

(b)  All Officers and agents, as between  themselves and the Corporation,  shall
     have such  authority  and  perform  such  duties in the  management  of the
     Corporation  as are provided in these  Bylaws,  or as may be  determined by
     resolution of the Board of Directors not inconsistent with these Bylaws.

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

(d)  Failure  to  elect  a  Chairman  of the  Board,  Chief  Executive  Officer,
     President,  Chief  Operating  Officer,  Chief  Financial  Officer,  a  Vice
     President, a Secretary or a Treasurer shall not affect the existence of the
     Corporation.

SECTION 2.        Removal

(a)  An Officer of the  Corporation  shall hold office  until the  election  and
     qualification of his successor; however, any Officer of the Corporation may
     be removed from office by the Board of  Directors  whenever in its judgment
     the best interests of the Corporation will be served thereby.

(b)  Such removal shall be without  prejudice to the contract rights, if any, of
     the person so removed.

(c)  Election  or  appointment  of an  officer  shall not of itself  create  any
     contract  right to  employment  or  compensation  or create an  employer  -
     employee relationship.

SECTION 3.        Vacancies

     Any  vacancy in any office  from any cause may be filled for the  unexpired
portion of the term of such office by the Board of Directors.



SECTION 4.        Powers and duties

(a)  (1)  The Chairman of the Board of Directors  shall preside over meetings of
          the Board of Directors and the stockholders.

     (2)  Unless a separate  Chief  Executive  Officer is elected,  the Chairman
          shall exercise the powers hereafter granted to that office.

     (3)  Unless a Chairman of the Board is specifically  elected, the President
          shall be deemed to be the Chairman of the Board.

(b)  (1)  The Chief  Executive  Officer  shall be the  principal  Officer of the
          Corporation to whom all other Officers shall be subordinate.

     (2)  In the event no Chief Executive  Officer is separately  elected,  such
          office shall be assumed by the  Chairman of the Board,  and if no such
          office has been filled, by the President.

     (3)  Except  where by law the  signature  of the  President  is required or
          unless  the  Board  of  Directors  shall  rule  otherwise,  the  Chief
          Executive  Officer  shall  possess the same power as the  President to
          sign  all  certificates,   contracts  and  other  instruments  of  the
          Corporation which may be authorized by the Board of Directors.


                                    Page 46
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(c)  (1)  The Chief Operating  Officer of the  Corporation  shall be responsible
          for management of the day to day affairs of the  Corporation,  subject
          to compliance with the directions of the Board of Directors and of the
          Chief Executive Officer.

     (2)  The Chief  Operating  Officer  shall be  responsible  for the  general
          day_to_day supervision of the business and affairs of the Corporation.

     (3)  The  Chief   Operating   Officer   shall  sign  or   countersign   all
          certificates,  contracts or other  instruments of the Corporation,  as
          authorized  by the  Board of  Directors  or as  assigned  by the Chief
          Executive Officer.

     (4)  The Chief  Operating  Officer  may,  but need not,  be a member of the
          Board of Directors.

     (5)  Unless  otherwise  provided  by  specific  resolution  of the Board of
          Directors,  the President shall be the Chief Operating  Officer of the
          Corporation.

(d)  (1)  In the absence of a separately  elected or available  Chief  Executive
          Officer or Chairman  of the Board,  the  President  shall be the Chief
          Executive Officer of the Corporation and shall preside at all meetings
          of the stockholders and the Board of Directors.

     (2)  The Board of Directors will at all times retain the power to expressly
          delegate  the  duties of the  President  to any other  Officer  of the
          Corporation.

(e)  (1)  The Chief Financial  Officer shall be responsible for coordinating all
          financial aspects of the Corporation's operations, including strategic
          financial  planning,   supervision  of  the  Corporation's  Treasurer,
          Comptroller and outside auditors.

     (2)  In  the  event  an  Audit  Committee  of the  Board  of  Directors  is
          designated  and serving,  he or she shall be  responsible  for keeping
          such  committee  fully and timely  informed of all  matters  under its
          jurisdiction.

     (3)  The Chief  Financial  Officer  shall,  unless  otherwise  specifically
          provided  by the  Board  of  Directors,  serve  as  the  Corporation's
          principal  compliance  officer and shall be responsible for overseeing
          preparation and filing of all reports of the Corporation's  activities
          required to be filed,  either  periodically or on a special basis with
          the  United  States  Internal  Revenue  Service,  the  Securities  and
          Exchange   Commission   and  with  other   federal,   state  or  local
          governmental agencies.

(f)  (1)  The Vice President(s), if any, in the order designated by the Board of
          Directors,  shall exercise the functions of the President in the event
          of the absence, disability, death, or refusal to act of the President.

     (2)  During the time that any Vice  President  is properly  exercising  the
          functions of the  President,  such Vice  President  shall have all the
          powers of and be subject to all restrictions upon the President.

     (3)  Each Vice  President  shall have such other  duties as are assigned to
          the Vice  President  from time to time by the Board of Directors or by
          the  President  of the  Corporation  and  shall  be  subject  to  such
          specializing  designations (e.g.,  "senior,"  executive," etc.) as the
          Board of Directors may select.

(g)  (1)  The  Secretary  of the  Corporation  shall  keep  the  minutes  of the
          meetings of the stockholders of the Corporation,  and, unless provided
          otherwise  by the  Chairman at any meeting of the Board of  Directors,
          the  Secretary  shall keep the minutes of the meetings of the Board of
          Directors of the Corporation.


                                    Page 47
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     (2)  The  Secretary  shall  be the  custodian  of the  minute  books of the
          Corporation and such other books and records of the Corporation as the
          Board of Directors of the Corporation may direct.

     (3)  The Secretary of the Corporation shall have the general responsibility
          for  maintaining  the stock transfer books of the  Corporation,  or of
          supervising  the  maintenance  of  the  stock  transfer  books  of the
          Corporation by the transfer agent, if any, of the Corporation.

     (3)  The  Secretary  shall be the  custodian of the  corporate  seal of the
          Corporation  and shall affix the corporate seal of the  Corporation on
          contracts and other instruments as the Board of Directors may direct.

     (4)  The  Secretary  shall  perform such other duties as are assigned  from
          time to time by the Board of Directors,  the Chief Executive  Officer,
          the  Chairman,  the Chief  Operating  Officer or the  President of the
          Corporation.

(h)  (1)  The Treasurer of the Corporation shall be directly  subordinate to the
          Chief Financial Officer.

     (2)  In the absence of a Chief  Financial  Officer,  such  office  shall be
          filled by the Treasurer.

     (3)  Unless  otherwise  specified by the Board of Directors,  the Treasurer
          shall  have  custody  of  all  funds  and  securities   owned  by  the
          Corporation.

     (4)  The Treasurer shall cause to be entered  regularly in the proper books
          of  account  of the  Corporation  full and  accurate  accounts  of the
          receipts and disbursements of the Corporation.

     (5)  The Treasurer of the Corporation shall render a statement of the cash,
          financial and other accounts of the Corporation whenever the Treasurer
          is directed to render such a statement by the Board of Directors or by
          the President of the Corporation.

     (6)  The  Treasurer  shall  at all  reasonable  times  make  available  the
          Corporation's  books and  financial  accounts  to any  Director of the
          Corporation during normal business hours.

     (7)  The  Treasurer  shall perform all other acts incident to the Office of
          Treasurer  of the  Corporation,  and he or she shall  have such  other
          duties as are assigned to him or her from time to time by the Board of
          Directors,  the  Chief  Executive  Officer,  the  Chairman,  the Chief
          Operating Officer or the President of the Corporation.

(i)  (1)  The Corporation's Board of Directors shall designate a person licensed
          to practice law in one of the states  comprising  the United States as
          the Corporation's General Counsel and Chief Legal Officer;

     (2)  The  Corporation's  General  Counsel  and Chief  Legal  Officer  shall
          coordinate the Corporation's legal affairs under the directions of the
          Board  of  Directors  and in  coordination  with the  Chief  Executive
          Officer, to whom he or she shall report;

     (3)  The Board of Directors may appoint such subordinate legal officers and
          assign them such functions as it may deem appropriate.

(j)  Other subordinate or assistant Officers appointed by the Board of Directors
     or by the Chief  Executive  Officer,  the  Chairman,  the  Chief  Operating
     Officer or the  President,  if such  authority  is delegated to them by the
     Board of Directors,  shall  exercise such powers and perform such duties as
     may be delegated  to them by the Board of  Directors,  the Chief  Executive
     Officer,  the Chief Operating Officer or by the President,  as the case may
     be.


                                    Page 48
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(k)  In case of the absence or disability of any Officer of the  Corporation and
     of any person  authorized to act in his place during such period of absence
     or  disability,  the Board of Directors  may from time to time delegate the
     powers and duties of such  Officer or any Director or any other person whom
     it may select.

SECTION 5.        Salaries

(a)  The salaries of all Officers of the Corporation shall,  except as otherwise
     determined  or  required  by  an  agreement  entered  into  among  all  the
     stockholders of the Corporation, be fixed by the Board of Directors.

(b)  No Officer shall be ineligible to receive such salary by reason of the fact
     that he is also a Director of the  Corporation  and receiving  compensation
     therefor.


                                   ARTICLE IV
                        LOANS TO EMPLOYEES AND OFFICERS;
               GUARANTEE OF OBLIGATIONS OF EMPLOYEES AND OFFICERS

(a)  This  Corporation  may lend  money  to,  guarantee  any  obligation  of, or
     otherwise  assist any Officer or other employee of the  Corporation or of a
     subsidiary,  including  any  Officer or  employee  who is a Director of the
     Corporation or of a subsidiary, whenever, in the judgment of the Directors,
     such loan,  guarantee or assistance  may  reasonably be expected to benefit
     the Corporation.

(b)  The loan,  guarantee or other  assistance may be with or without  interest,
     and may be  unsecured,  or secured in such manner as the Board of Directors
     shall approve including, without limitation, a pledge of shares of stock of
     the Corporation. (c) Nothing in this Article shall be deemed to deny, limit
     or restrict  the powers of  guarantee  or warranty of this  Corporation  at
     common law or under any statute.


                                    ARTICLE V
                  STOCK CERTIFICATES; VOTING TRUSTS; TRANSFERS

SECTION 1.        Certificates Representing Shares

(a)  (1)  Every holder of shares of this Corporation shall be entitled to one or
          more  certificates,  representing  all  shares  to  which he or she is
          entitled and such certificates shall be signed by the Chairman,  Chief
          Executive Officer,  Chief Operating  Officer,  the President or a Vice
          President  and  the  Secretary  or  an  Assistant   Secretary  of  the
          Corporation  and may be sealed with the seal of the  Corporation  or a
          facsimile thereof.

     (2)  The signatures of the Chairman, the Chief Executive Officer, the Chief
          Operating  Officer,  the President or Vice President and the Secretary
          or  Assistant  Secretary  may  be  facsimiles  if the  certificate  is
          manually  signed on behalf of a transfer  agent or a  registrar  other
          than the Corporation itself or an employee of the Corporation.

     (3)  In case any Officer who signed or whose  facsimile  signature has been
          placed  upon such  certificate  shall have  ceased to be such  Officer
          before such certificate is issued, it may be issued by the Corporation
          with the same effect as if it were executed by the appropriate Officer
          at the date of its issuance.

(b)  Every certificate  representing shares issued by this Corporation shall, if
     shares  are  divided  into one or more  classes  or series  with  differing
     rights,  state that the Corporation  will furnish to any  stockholder  upon
     request  and  without  charge a full  statement  of: (i) the  designations,
     preferences,  limitations,  and relative rights of the shares of each class
     or series authorized to be issued,  and (ii) the variations in the relative
     rights  and  preferences  between  the shares of each such  series,  if the
     Corporation is authorized to issue any preferred or special class in series
     and so far as the same have been fixed and determined, and the authority of
     the Board of  Directors  to fix and  determine,  the  relative  rights  and
     preferences of subsequent series.


                                    Page 49
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(c)  Every  certificate  representing  shares which are  restricted  as to sale,
     disposition or other transfer  (including  restrictions based on federal or
     state  securities  and  other  laws)  shall  state  that  such  shares  are
     restricted as to transfer and shall set forth or fairly  summarize upon the
     certificate,  or shall  state  that the  Corporation  will  furnish  to any
     stockholder  upon  request and  without  charge a full  statement  of, such
     restrictions.

(d)  Each certificate representing shares shall state upon the face thereof:

       (i)     the name of the Corporation;

       (ii)    that the  Corporation is organized under the laws of the State of
               Delaware;

       (iii)   the name of the person or persons to whom issued;

       (iv)    the  number  and  class of  shares,  and the  designation  of the
               series, if any, which such certificate represents; and

       (v)     the par value of each share represented by such certificate, or a
               statement that the shares are without par value.

(e)  No certificate shall be issued for any shares until they are fully paid for
     and in the event that a certificate is erroneously  issued or  compensation
     paid is  subsequently  discovered  to be other than as  represented  (e.g.,
     dishonored checks, securities of a corporation acquired in a reorganization
     where the  representations  and warranties  provided prove to be materially
     false,  etc.),  then the Board of  Directors  shall  promulgate a certified
     resolution  detailing the nature of the misrepresented  consideration,  and
     shall  submit  such  certified  resolution  to the person  responsible  for
     recording  and  effecting  transactions  in the  Corporation's  securities;
     whereupon such  securities  will be restricted from transfer and treated as
     no longer  outstanding  for all  purposes  unless the  Corporation  becomes
     subject  to a  judgment  of a court  of  competent  jurisdiction  providing
     otherwise.

SECTION 2.        Transfer Books

(a)  The Corporation  shall keep at its registered  office or principal place of
     business or in the office of its transfer  agent or  registrar,  a book (or
     books where more than one kind,  class,  or series of stock is outstanding)
     to be  known  as the  Stock  Book,  containing  the  names,  alphabetically
     arranged,  addresses and Social Security  numbers of every  stockholder and
     the number of shares of each kind, class or series of stock held of record.

(b)  Where  the Stock  Book is kept in the  office of the  transfer  agent,  the
     Corporation  shall keep at its  principal  office copies of the stock lists
     prepared  from  said  Stock  Book and sent to it from time to time (but not
     less frequently than every month) by said transfer agent.

(c)  The  Stock  Book or stock  lists  shall  show  the  current  status  of the
     ownership of shares of the Corporation provided that, if the transfer agent
     of the Corporation be located elsewhere, a reasonable time shall be allowed
     for transit or mail.



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SECTION 3.        Transfer of Shares


(a)  The name(s) and  address(es)  of the  person(s)  to whom shares of stock of
     this  Corporation are issued,  shall be entered on the Stock Transfer Books
     of the Corporation, with the number of shares and date of issue.

(b)  (1)  Transfer  of  shares  of the  Corporation  shall be made on the  Stock
          Transfer  Books of the  Corporation  by the  Secretary or the transfer
          agent,  subject to compliance with any restrictions  specified on such
          certificate,  only  when the  holder of  record  thereof  or the legal
          representative  of such  holder of record or the  attorney_in_fact  of
          such holder of record,  authorized  by power of attorney duly executed
          and filed with the  Secretary  or transfer  agent of the  Corporation,
          shall   surrender  the  Certificate   representing   such  shares  for
          cancellation.

     (2)  Lost,  destroyed  or  stolen  Stock  Certificates  shall  be  replaced
          pursuant to Section 5 of this  Article V. (c) The person or persons in
          whose  names  shares  stand on the books of the  Corporation  shall be
          deemed  by the  Corporation  to be the  owner of such  shares  for all
          purposes,  except as otherwise provided pursuant to Sections 10 and 11
          of Article I, or Section 4 of Article V.

(d)  Shares of the  Corporation's  capital  stock  shall be freely  transferable
     without the Board of Directors' consent,  unless such shares are subject to
     transfer  restrictions under Securities and Exchange Commission Rule 144 or
     a consent  requirement  has been  imposed  pursuant  to a  binding  written
     contract subscribed to by the holder or his or her predecessor in interest.

(e)  (1)  All  transactions in securities  subject to any  restrictions  imposed
          under  Securities  and  Exchange   Commission  Rule  144  ("restricted
          securities"  and "Rule 144,"  respectively)  shall,  as a condition to
          transfer,  require the  following  documentation,  to be reviewed  and
          approved by legal counsel to the Corporation:

          (A)  An affidavit  from the holder (the  "Holder")  providing  details
               concerning acquisition of the subject shares;  providing evidence
               of the date when  consideration  for the shares was paid in full;
               detailing all transactions in the Corporation's securities during
               the immediately  preceding 90 days; affirming a present intent to
               dispose of the subject securities;  affirming that a Form 144 has
               been filed with the Securities and Exchange  Commission  covering
               the  proposed   transaction   (and  providing  a  copy  thereof);
               affirming   compliance  with  any  reporting   obligations  under
               Sections 13(d), 13(g) or 16(b) of the Exchange Act, and providing
               such  other  facts or  representations  as legal  counsel  to the
               Corporation may reasonably require;

          (B)  A written confirmation by the Corporation's  transfer agent based
               on  records   available   thereto  of  all  transactions  in  the
               Corporation's  securities  by the Holder and anyone with whom the
               Holder is required to aggregate sales or securities  holdings for
               purposes of Rule 144, as well as  confirmation  of the percentage
               of outstanding  securities of the  Corporation  held of record by
               the  Holder  and  anyone  with  whom the  Holder is  required  to
               aggregate sales or securities holdings for purposes of Rule 144;

          (C)  Except as provided below, a written  confirmation from the broker
               through  whom the Holder is effecting  the  proposed  transaction
               verifying  that  the   transaction   will  be  effected  in  full
               compliance with Rule 144; and

          (D)  A legal  opinion  from counsel to the Holder (who may not also be
               the  counsel  to the  Corporation)  specifically  addressing  all
               aspects  of Rule 144 and  detailing  the manner in which they are
               being complied with or the reasons that they are not applicable.


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     (2)  Transactions  in restricted  securities that are not being effected in
          reliance on Rule 144 shall  require,  as a condition to transfer,  the
          following documentation,  to be reviewed and approved by legal counsel
          to the Corporation:

          (A)  An affidavit  from the holder (the  "Holder")  providing  details
               concerning acquisition of the subject shares;  providing evidence
               of the date when  consideration  for the shares was paid in full;
               the  identity  and  qualifications  of the  person  to  whom  the
               securities are being transferred; the manner in which such person
               has  been  provided  with  required  information  concerning  the
               Corporation;  affirming compliance with any reporting obligations
               under  Sections  13(d),  13(g) or 16(b) of the Exchange  Act, and
               providing such other facts or representations as legal counsel to
               the Corporation may reasonably require;

          (B)  A legal  opinion  from counsel to the Holder (who may not also be
               the counsel to the Corporation) addressed to the Corporation in a
               manner  creating  enforceable  privity between such legal counsel
               and the Corporation,  specifically  addressing all aspects of the
               exemptions relied on to effect the proposed  transaction  without
               registration  under applicable  federal and state securities laws
               and regulations, and detailing the manner in which they are being
               complied with or the reasons that they are not applicable.

     (3)  No transactions in the Corporation's  restricted securities failing to
          materially comply with the foregoing requirements will be honored, nor
          will any holding period  required under Rule 144 be deemed to commence
          until all such  requirements  are  materially  complied with (material
          compliance   to  be   determined   in  the  sole   discretion  of  the
          Corporation's Board of Directors).

SECTION 4.        Voting Trusts

(a)  (10 Any number of stockholders of the Corporation may create a voting trust
     for the purpose of conferring  upon a trustee or trustees the right to vote
     or otherwise  represent their shares, for a period not to exceed ten years,
     by: (i) entering into a written voting trust agreement specifying the terms
     and  conditions of the voting trust;  (ii)  depositing a counterpart of the
     agreement  with  the  Corporation  at  its  registered  office;  and  (iii)
     transferring  their  shares to such trustee or trustees for the purposes of
     such agreement.

     (2)  Prior to the recording of the  agreement,  the  stockholder  concerned
          shall  render  the  stock  certificate(s)  described  therein  to  the
          Corporate Secretary who shall note on each certificate:

               "This  Certificate is subject to the provisions of a voting trust
               agreement   dated   ...........,    recorded   in   Minute   Book
               ............, of the Corporation.

(b)  (1)  Upon the transfer of such shares,  voting trust  certificates shall be
          issued by the  trustee or trustees to the  stockholders  who  transfer
          their shares in trust.

     (2)  Such trustee or trustees  shall keep a record of the holders of voting
          trust  certificates  evidencing  a  beneficial  interest in the voting
          trust,  giving the names and  addresses  of all such  holders  and the
          number and class or the  shares in  respect of which the voting  trust
          certificates held by each are issued, and shall deposit a copy of such
          record with the Corporation at its registered office.

(c)  The  counterpart of the voting trust  agreement and the copy of such record
     so  deposited  with the  Corporation  shall be subject to the same right of
     examination by a stockholder of the  Corporation,  in person or by agent or
     attorney,  as are the  books  and  records  of the  Corporation,  and  such
     counterpart and such copy of such record shall be subject to examination by
     any holder of record of voting  trust  certificates  either in person or by
     agent or attorney,  at any reasonable time for any proper purpose.  (d) (1)
     At any time before the expiration of a voting trust agreement as originally
     fixed or as extended one or more times under this Section 4(d), one or more
     holders of voting trust  certificates may, by agreement in writing,  extend
     the  duration  of such  voting  trust  agreement,  nominating  the  same or
     substitute trustees, for an additional period not exceeding 10 years.


                                    Page 52
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     (2)  Such extension agreement shall not affect the rights or obligations of
          persons  not  parties  to the  agreement,  and such  persons  shall be
          entitled to remove  their  shares from the trust and  promptly to have
          their stock certificates  reissued upon the expiration of the original
          term of the voting trust agreement.

     (3)  The  extension  agreement  shall in every  respect  comply with and be
          subject to all the  provisions  of this Section 4,  applicable  to the
          original voting trust agreement except that the 10 year maximum period
          of duration  shall  commence on the date of adoption of the  extension
          agreement.

(e)  The  trustees  under the terms of the  agreements  entered  into  under the
     provisions  of this  Section 4, shall not  acquire  the legal  title to the
     shares  but  shall be vested  only  with the  legal  right and title to the
     voting power which is incident to the ownership of the shares.

(f)  Notwithstanding  generally applicable  prohibitions against a corporation's
     voting of treasury  stock, if the Corporation is the trustee under a voting
     trust,  it shall have full authority to vote such shares in accordance with
     the terms of the  voting  trust  agreement,  even if such  agreement  vests
     absolute   and   unfettered   voting   discretion   in  the   trustee   and
     notwithstanding  that the  voting  trust was  created at the  prompting  or
     direction of the Corporation, its officers or Directors.

SECTION 5.        Lost, Destroyed, or Stolen Certificates

     No certificate  representing  shares of stock in the  Corporation  shall be
issued in place of any  certificate  alleged  to have been lost,  destroyed,  or
stolen except on production of evidence, satisfactory to the Board of Directors,
of such loss,  destruction or theft, and, if the Board of Directors so requires,
upon the furnishing of an indemnity bond in such amount (but not to exceed twice
the fair market value of the shares  represented  by the  certificate)  and with
such  terms  and  with  such  surety  as the  Board  of  Directors  may,  in its
discretion, require. ARTICLE VI BOOKS AND RECORDS

(a)  The  Corporation  shall keep  correct  and  complete  books and  records of
     account  and shall keep  minutes of the  proceedings  of its  stockholders,
     Board of Directors and committees of Directors.

(b)  Any books,  records and minutes may be in written form or in any other form
     capable of being converted into written form within a reasonable time.

(c)  Any person who shall have been a holder of record of shares,  or the holder
     of record of voting  trust  certificates  for, at least five percent of the
     outstanding shares of any class or series of the Corporation,  upon written
     demand stating the purpose thereof,  shall;  subject to the  qualifications
     contained in subsection (d) hereof, have the right to examine, in person or
     by agent or attorney, at any reasonable time or times, for any purpose, its
     relevant books and records of account,  minutes and records of stockholders
     and to make extracts therefrom. (d) (1) No stockholder who within two years
     has sold or  offered  for sale any list of  stockholders  or of  holders of
     voting  trust  certificates  for  shares of this  Corporation  or any other
     corporation;  has aided or  abetted  any  person in  procuring  any list of
     stockholders  or of  holders  of  voting  trust  certificates  for any such
     purpose;  or has improperly used any information  secured through any prior
     examination  of the books and  records of  account,  minutes,  or record of
     stockholders or of holders of voting trust  certificates  for shares of the
     Corporation  of any other  corporation;  shall be  entitled  to examine the
     documents and records of the Corporation as provided in Section (c) of this
     Article VI hereof.

     (2)  No stockholder  who does not act in good faith or for a proper purpose
          in making his demand  shall be entitled to examine the  documents  and
          records of the  Corporation as provided in Section (c) of this Article
          VI.

(e)  Unless modified by resolution of the  stockholders,  this Corporation shall
     prepare not later than 90 days after the close of each fiscal year, audited
     financial  statements,   including  all  required  schedules,  prepared  in
     accordance  with  Generally   Accepted   Accounting   Principles   ("GAAP")
     consistently  applied;  and shall  prepare not later than 45 days after the
     close of each fiscal  quarter  (other than the fourth  quarter),  quarterly
     unaudited financial statements,  including all required schedules, prepared
     in accordance with GAAP.


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(f)  Upon the  written  request  of any  stockholder  or holder of voting  trust
     certificates for shares of the Corporation,  the Corporation  shall mail to
     such stockholder or holder of voting trust  certificates a copy of its most
     recent balance sheet and profit and loss statement.

(g)  Such financial  statements  shall be filed and kept for at least five years
     in the  registered  office of the  Corporation in the State of Delaware and
     shall be subject to inspection  during business hours by any stockholder or
     holder of voting trust certificates, in person or by agent.





                                   ARTICLE VII
                                    DIVIDENDS

     The Board of Directors of the Corporation may, from time to time,  declare,
and the  Corporation  may pay,  dividends  on its own  shares,  except  when the
Corporation  is  insolvent  or  when  the  payment   thereof  would  render  the
Corporation insolvent, subject to the following provisions:

(a)  Dividends in cash or property may be declared and paid, except as otherwise
     provided in this Article VII, only out of the unreserved  and  unrestricted
     earned  surplus  of the  Corporation  or out of  capital  surplus,  however
     arising,  but each dividend paid out of capital surplus shall be identified
     as a distribution  of capital  surplus,  and the amount per share paid from
     such capital surplus shall be disclosed to the  stockholders  receiving the
     same concurrently with the distribution.

(b)  If the  Corporation  shall  engage in the  business of  exploiting  natural
     resources or other wasting assets and if the  Certificate of  Incorporation
     so provides, dividends may be declared and paid in cash out of depletion or
     similar   reserves,   but  each  such  dividend   shall  be  identified  as
     distribution  of such  reserves  and the  amount  per share  paid from such
     reserves  shall  be  disclosed  to  the  stockholders  receiving  the  same
     concurrently with the distribution thereof.

(c)  Dividends may be declared and paid in the Corporation's treasury shares.

(d)  Dividends  may be declared  and paid in the  Corporation's  authorized  but
     unissued  shares,  out of any  unreserved and  unrestricted  surplus of the
     Corporation, upon the following conditions:

           (i)      If a dividend  is payable  in the  Corporation's  own shares
                    having a par value,  such shares shall be issued at not less
                    than the par value  thereof,  and there shall be transferred
                    to  stated  capital  at the time  such  dividend  is paid an
                    amount of surplus  equal to the  aggregate  par value of the
                    shares to be issued as a dividend.

           (ii)     If a dividend  is payable  in the  Corporation's  own shares
                    without par value,  such shares  shall be issued at a stated
                    value fixed by the Board of Directors by resolution  adopted
                    at the time such  dividend is  declared,  and there shall be
                    transferred  to stated  capital at the time such dividend is
                    paid an  amount of  surplus  equal to the  aggregate  stated
                    value so fixed and the  amount per share so  transferred  to
                    stated  capital  shall  be  disclosed  to  the  stockholders
                    receiving  such  dividend   concurrently  with  the  payment
                    thereof.

(e)  No dividend  payable in shares of any class shall be paid to the holders of
     shares of any other  class  unless  the  Certificate  of  Incorporation  so
     provides  or such  payment is  authorized  by the  affirmative  vote or the
     written  consent of the holders of at least a majority  of the  outstanding
     shares of the class to which the payment is to be made.


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(f)  A split or division of the issued shares of any class into a greater number
     of shares of the same class without  increasing  the stated  capital of the
     Corporation  shall  not be  construed  to be a stock  dividend  within  the
     meaning of this Article VII.




                                  ARTICLE VIII
                                      SEAL

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


                                   ARTICLE IX
                                 INDEMNIFICATION

     This  Corporation  shall  indemnify its officers,  Directors and authorized
agents for all  liabilities  incurred  directly,  indirectly or  incidentally to
services  performed for the  Corporation,  to the fullest extent permitted under
Delaware law existing now or hereinafter enacted.


                                    ARTICLE X
                               AMENDMENT OF BYLAWS

     The Board of  Directors  shall  have the power to amend,  alter,  or repeal
these Bylaws, and to adopt new Bylaws.


                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of this  Corporation  shall be  determined  by the Board of
Directors.


                                   ARTICLE XII
                              MEDICAL REIMBURSEMENT

SECTION 1.        Benefits

(a)  The  Corporation  may,  subject  to  approval  of the  Board of  Directors,
     reimburse  all  employees  for expenses  incurred by  themselves  and their
     dependents, as defined in Section 152 of the Internal Revenue Code of 1986,
     as amended (the "IRC"),  for medical care, as defined in IRC Section 213(e)
     or any successor section thereto, subject to the conditions and limitations
     hereinafter set forth.

(b)  It is the  intention  of the  Corporation  that  the  benefits  payable  to
     employees  hereunder will be excluded from their gross income  pursuant IRC
     Section 105 or any successor section thereto.

SECTION 2.        Employees Defined

     The term "employees" as used in this medical expense plan is hereby defined
to include all individuals employed by the corporation except the following:

(a)  Employees who have not completed  three months of service as is provided in
     IRC Section 105(h)(3) (b)(i), or any successor section thereto;

(b)  Employees who have not attained the age of 25 years;

(c)  Employees  who are  part_time  or  seasonal  as is defined  in IRC  Section
     105(h)(3)(B)(iii) or any successor section thereto;


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(d)  Employees  who are included in a unit of employees  covered by an agreement
     between  employee  representatives  and one or more employers found to be a
     collective  bargaining  agreement,  where accident and health benefits were
     the subject of good faith bargaining between such employee  representatives
     and such employer(s) as is defined in IRC Section  105(h)(3)(B)(iv)  or any
     successor section thereto;

(e)  Employees who are nonresident  aliens and who receive no earned income from
     the employer which constitutes income from sources within the United States
     as is  further  defined in IRC  Section  105(h)(5)(B)(v)  or any  successor
     section thereto.

SECTION 3.        Limitations

(a)  The  Corporation  will reimburse any employee no more than $5,000.00 in any
     fiscal year for medical care expenses;

(b)  Reimbursement  or  payment  provided  under  this  plan will be made by the
     Corporation only in the event and to the extent that such  reimbursement or
     payment is not provided under any insurance  policy(ies),  whether owned by
     the Corporation or the employee,  or under any other health and accident or
     wage continuation plan;

(c)  In the  event  that  there is such an  insurance  policy  or plan in effect
     providing for  reimbursement in whole or in part, then to the extent of the
     coverage under such policy or plan, the Corporation will be relieved of any
     and all liability hereunder.

SECTION 4.        Submission of Proof

(a)  Any employee applying for reimbursement  under this plan will submit to the
     Corporation,  at least  quarterly,  all bills for medical  care,  including
     premium notices for accident or health  insurance,  for verification by the
     Corporation prior to payment.

(b)  Failure  to  comply  herewith  may,  at  the  discretion  of the  Board  of
     Directors, terminate such employee's right to said reimbursement.

SECTION 5.        Discontinuation

     This plan will be subject to  termination  at any time by vote of the Board
of Directors;  provided,  however,  that medical care expenses incurred prior to
such termination will be reimbursed or paid in accordance with the terms of this
plan.

SECTION 6.        Determination

(a)  The Chief Executive  Officer will determine all questions  arising from the
     administration and interpretation of the plan except where reimbursement is
     claimed by the Chief Executive Officer.

(b)  Where reimbursement is claimed by the Chief Executive Officer determination
     will be made by the Board of Directors.


                                      * * *

     The  Undersigned,  being  the duly  elected  and  acting  Secretary  of the
Corporation,  hereby certifies that the foregoing constitute the validly adopted
and true Bylaws of the Corporation, as of the date set forth below.

         Dated:   September 17, 2001
                                                  /s/ Vanessa H. Lindsey /s/
                                                      Vanessa H. Lindsey
                                                      Secretary
         (Corporate Seal)


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