Bylaws
                                       of
                                  Colmena Corp.

                                    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.


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 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.



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(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 a shall be specified in the notice of such special meeting.

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 meet ing 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
          give  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' address as it
          appears on the stock  transfer  books of the  Corporation,  unless the
          stockholde  shall be 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,  i which case
          the notice may be sent to the address so designated.

     (3)  Notwithstanding  any such  request by a  stockholder,  notic 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.

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     (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
          constitut  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 t 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 purpos of, any regular or
     special meeting of stockholders  need be specified in any written waiver of
     notice.

SECTION 5.        Closing of Transfer Books; Record Date; Stockholder's 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 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. SECTION 5. Closing of Transfer Books; Record
     Date;

(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 o 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.



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(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 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.

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.

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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.

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 his 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.

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         (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.

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.


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(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 which states that it is irrevocable  when it 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; and (v) a person  designated by  or under an agreement
         as provided in Article XI hereof.

(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  Article  XI  hereof  has
               terminated  and, in a case provided for in Section 10(e) (iii) or
               Section  10(e) (iv) of this  Article I, 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 as 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 I.

(g)      A  proxy  may  be  revoked,   notwithstanding  a  provision  making  it
         irrevocable,  by  a  purchaser  of  shares  without  knowledge  of  the
         existence of the  provisions  unless the existence of the proxy and its
         irrevocability  is  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.


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(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.

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 him or her  without a transfer  of such shares
                  into his 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  his  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.

                                   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.


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         (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  II to be
         unwarranted.

(g)      A person who performs his or her duties in compliance with Section 1 of
         this  Article II 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.

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.


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(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 four
                  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 four years,  and at least
                  one fourth 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 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.

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.


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(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.

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


                                      Page 125
<PAGE>


          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.

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.


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<PAGE>


         (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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<PAGE>


SECTION 8.        Action by Directors Without a Meeting

(a)      (1)      Any  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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<PAGE>


                                   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.

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<PAGE>


         (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.

(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)      He shall be responsible for the general day-to-day supervision
                  of the business and affairs of the Corporation.

         (3)      He 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)      He 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.


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<PAGE>


(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  him 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.

         (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 he is  directed  to render  such a  statement  by the
                  Board of Directors or by the President of the Corporation.


                                      Page 131
<PAGE>


         (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.

(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.


                                      Page 132
<PAGE>


(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.

(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.


                                      Page 133
<PAGE>


(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  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.

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.


                                      Page 134
<PAGE>


     (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  required 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.

         (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:


                                      Page  135
<PAGE>


            (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 this 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.


                                      Page 136
<PAGE>


(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.

         (2)        Such  extension  agreement  shall not  affect  the rights or
                    obligations  or 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.


                                      Page 137
<PAGE>


                                   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.

         (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  Principals
         ("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).

(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.


                                          Page 138

<PAGE>


                                   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 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  Corporations'  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  Corporations'  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.

(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.


                                      Page 139
<PAGE>


                                  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;

(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;

                                      Page 140
<PAGE>


(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:   March 14, 2000
                                                       /s/ Vanessa H. Lindsey
                                                       Vanessa H. Lindsey
                                                       Secretary

         (Corporate Seal)


                                      Page  141