Exhibit 3.3

                                    BYLAWS OF

                       RIDGESTONE FINANCIAL SERVICES, INC.



                               ARTICLE I. OFFICES

       The principal office of the Corporation shall be located in the City of
Brookfield, Waukesha County, Wisconsin.

                            ARTICLE II. SHAREHOLDERS

       SECTION 1. Annual Meeting. The regular annual meeting of the shareholders
for the purposes of electing directors and for the transaction of such other
business as may come before the meeting shall be held in March or April of each
year, as established by the Board of Directors, and the Board of Directors shall
establish the annual meeting date during the month of January preceding the
annual meeting. If the election of directors is not held on the day designated
for any annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as may be convenient.

       SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose, unless otherwise prescribed by statute, may be called by the
President or the Board of Directors, and shall be called by the President at the
request of shareholders owning, in the aggregate, not less than ten percent
(10%) of all the outstanding shares of the Corporation entitled to vote at the
meeting, provided that such shareholders deliver a signed and dated written
demand to the Corporation, describing the purpose(s) for which the meeting is to
be held.

       SECTION 3. Place of Meeting. The President or the Chairman of the Board
may designate any place, either within or without the State of Wisconsin, as the
place of meeting for any annual meeting or for any special meeting called by the
Board of Directors. If no designation is made, or if a special meeting is
otherwise called, the place of meeting shall be the principal office of the
Corporation in the State of Wisconsin. Any meeting may be adjourned to reconvene
at any place designated by vote of a majority of the shares represented at the
meeting.

       SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting, and, in case of a special meeting, the purpose for which
the meeting is called, shall be delivered not less than ten (10) days (unless a
longer period is required by law) nor more than fifty (50) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President or the Secretary, to each shareholder of record entitled to vote at
the meeting. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his or her
address as it appears on the stock record books of the Corporation, postage
prepaid.

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       SECTION 5. Quorum; Manner of Acting. Except as otherwise provided by law,
a majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. A majority of the votes cast at any meeting at which a quorum is
present shall be decisive of any motion, except that each director shall be
elected by a plurality of the votes cast by the shares entitled to vote. Though
less than a quorum of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

       SECTION 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty (60) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the close of business on the date
next preceding the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall be applied to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

       SECTION 7. Nomination of Directors. Nominations for election to the Board
of Directors may be made by the Board of Directors or by any shareholder of any
outstanding class of capital stock of the Corporation entitled to vote for
election of directors. Nominations, other than those made by or on behalf of the
existing management of the Corporation, shall be made in writing and shall be
delivered or mailed to the President of the Corporation not less than 14 days
nor more than 50 days prior to any meeting of shareholders called for the
election of directors, provided, however, that if less than 21 days' notice of
the meeting is given to shareholders, such nomination shall be mailed or
delivered to the President of the Corporation not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known to the notifying shareholder: (a) the name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number

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of shares of capital stock of the Corporation that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Corporation
owned by the notifying shareholder. Nominations not made in accordance herewith
may, in his discretion, be disregarded by the Chairperson of the meeting and,
upon his instructions, the vote tellers may disregard all votes cast for each
such nominee.

       SECTION 8. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote by proxy appointed in writing by the shareholder or by
his or her duly authorized attorney in fact. Proxies shall be filed with the
Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. A proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary of the Corporation or
the acting secretary of the meeting, or by oral notice given by the shareholder
to the presiding officer during the meeting. The Board of Directors shall have
the power and authority to make rules establishing presumptions as to the
validity and sufficiency of proxies. Proxies may be subject to examination by
any shareholder at the meeting, and all proxies shall be filed and preserved.

       SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the Articles of
Incorporation.

       SECTION 10. Voting of Shares by Certain Shareholders. Shares standing in
the name of another corporation may be voted either in person or by proxy, by
the president of such corporation or any other officer appointed by such
president. A proxy executed by any principal officer of such other corporation
or assistant thereto shall be conclusive evidence of the signer's authority to
act, in the absence of express notice to this Corporation, given in writing to
the Secretary of this Corporation, of the designation of some other person by
the board of directors or the bylaws of such other corporation. A shareholder
whose shares are pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote the shares so transferred.

       SECTION 11. Waiver of Notice by Shareholders. Whenever any notice is
required to be given to any shareholder of the Corporation under the Articles of
Incorporation, these bylaws or any provision of law, a waiver of such notice, in
writing, signed at any time (whether before or after the time of meeting) by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice. A waiver with respect to any matter of which notice is required
under any provision of Chapter 180, Wisconsin Statutes, shall contain the same
information as would have been required to be included in the notice, except the
time and place of meeting.


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                        ARTICLE III. BOARD OF DIRECTORS

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

       SECTION 2. Number, Tenure and Qualifications. The number of directors of
the Corporation shall be not less than three (3) nor more than twelve (12), the
exact number to be determined from time to time by resolution adopted by the
Board of Directors or by the shareholders of the Corporation at the annual
meeting of the shareholders. Each director shall hold office until the next
annual meeting of shareholders and until his or her successor has been elected
or until his or death, resignation or removal in the manner provided in this
Article.

       SECTION 3. Classified Board. The Board of Directors shall be divided into
three classes, with respect to the time that they severally hold office, as
nearly equal in number as possible, with the initial term of the first class of
directors to expire at the 1999 annual meeting of shareholders, the initial term
of office of the second class of directors to expire at the 2000 annual meeting
of shareholders and the initial term of office of the third class of directors
to expire at the 2001 annual meeting of shareholders. Directors elected to
succeed those directors whose terms have thereupon expired shall be elected for
a term of office to expire at the third succeeding annual meeting of
shareholders after their election, and upon the election and qualification of
their successors. A person elected as a director shall be deemed a director as
of the time of such election. If the number of directors is changed, then any
increase or decrease shall be apportioned among the classes so as to maintain or
attain, if possible, an equal number of directors in each class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director. If such equality is not possible, then the increase or decrease shall
be appointed among the classes in such a way that the difference in the number
of directors in any two classes shall not exceed one.

       SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called at any time by or at the request of the President, and shall be
called at the request of three or more directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of Wisconsin, as the place for holding any
special meeting of the Board of Directors called by them.

       SECTION 5. Notice. Notice of any special meeting shall be given at least
forty-eight (48) hours in advance of the meeting by written notice delivered
personally or mailed to each director at his or her business address, or by
facsimile or other electronic means. If mailed, the notice shall be deemed to be
delivered when deposited in the United States mail so addressed with postage
prepaid. Whenever any notice is required to be given to any director of the
Corporation under the Articles of Incorporation, these bylaws or any provision
of law, a waiver of such notice, in writing, signed at anytime (whether before
or after the time of meeting) by the director entitled to such notice, shall be
deemed equivalent to the giving of such notice. The attendance of a director at
a meeting shall constitute a waiver of


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notice of that meeting, except where a director attends a meeting and at the
meeting objects to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

       SECTION 6. Quorum. Except as otherwise provided by law, the Articles of
Incorporation, or these bylaws, a majority of the number of directors then in
office shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but a majority of the directors present (though less
than such quorum) may adjourn the meeting from time to time without further
notice.

       SECTION 7. Manner of Acting. The act of the majority of the directors
then in office shall be the act of the Board of Directors, unless the act of a
greater number is required by law, the Articles of Incorporation, or these
bylaws. Except as otherwise provided by law, the Board of Directors may permit
any or all directors to participate in a regular or special meeting of the Board
of Directors by, or to conduct the meeting through the use of, any means of
communication ("Electronic Means") by which all participating directors may
simultaneously hear each other during the meeting. If a meeting will be
conducted through the use of Electronic Means, all participating directors shall
be informed that a meeting is taking place at which official business may be
transacted. A director participating in a meeting by Electronic Means is deemed
to be present in person at the meeting.

       SECTION 8. Removal and Resignation. A director may be removed from office
by the shareholders at a meeting called for that purpose. A director may resign
at any time by filing a written resignation with the Secretary of the
Corporation. No person may be elected, re-elected or nominated to serve as a
director following such person's seventieth (70th) birthday.

       SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual shareholders' meeting by the affirmative
vote of a majority of the directors then in office.

       SECTION 10. Compensation. The Board of Directors, irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all directors for services to the Corporation as directors, officers or
otherwise, or may delegate such authority to an appropriate committee. The Board
of Directors also shall have authority to provide for, or to delegate authority
to, an appropriate committee to provide for reasonable pensions, disability or
death benefits, and other benefits or payments, to directors, officers and
employees and to their estates, families, dependents, or beneficiaries on
account of prior services rendered to the Corporation.

       SECTION 11. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors or a committee thereof at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless the


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dissent or abstention of the director shall be entered in the minutes of the
meeting or unless the director shall file a written dissent to such action with
the person acting as the secretary of the meeting before adjournment or shall
forward such dissent by certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

       SECTION 12. Committees. The Board of Directors may designate one or more
committees, each committee to consist of three or more directors elected by the
Board of Directors, which to the extent provided in said resolution shall have
and may exercise, when the Board of Directors is not in session, the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, except action in respect to dividends to shareholders, election of
the principal officers, action under or pursuant to the Articles of
Incorporation, amendment, alteration or repeal by these bylaws, or the removal
or filing of vacancies in the Board of Directors or committees created pursuant
to this section. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the Chairman
of the Board or the President or upon request by the chairman of such meeting.
Each such committee shall fix its own rules governing the conduct of its
activities and shall make such reports to the Board of Directors of its
activities as the Board of Directors may request.

       SECTION 13. Informal Action Without Meeting. Any action required or
permitted by the Articles of Incorporation, these bylaws, or any provision of
law to be taken by the Board of Directors at a meeting or by resolution may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all of the directors then in office.

                              ARTICLE IV. OFFICERS

       SECTION 1. Number. The principal Officers of the Corporation shall be a
President, a Vice-President, and a Secretary, each of whom shall be elected by
the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of President
and Secretary and the offices of President and Vice-President.

       SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, the election shall be held as
soon thereafter as may be convenient. Each officer shall hold office until his
or her successor shall have been duly elected or until his or her death or until
he or she resigns or is removed in the manner provided in this Article.



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       SECTION 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby. Any such
removal shall be without prejudice to the contract rights, if any, of the person
being removed. Election or appointment shall not of itself create contract
rights.

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

       SECTION 5. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. The President shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. The President shall
have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the corporation as he shall
deem necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employees shall hold office at the
discretion of the President. The President shall have authority to sign,
execute, and acknowledge, on behalf of the Corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports, and all other documents
or instruments necessary or proper to be executed in the course of the
Corporation's regular business, or which shall be authorized by resolution of
the Board of Directors. Except as otherwise provided by law or the Board of
Directors, the President may authorize any Vice-President or other officer or
agent of the corporation to sign, execute, and acknowledge such documents or
instruments in his place and stead. In general, the President shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

       SECTION 6. The Vice-President. In the case of the removal of the
President from office, or death or resignation, the powers and duties of the
office shall devolve upon the Vice President, who shall perform all duties of
the office until a meeting of the directors is held and a President is elected.
The Vice President shall discharge the duties of the President during the
absence of the President from the state and, if so requested in writing by the
President, during the latter's absence form the country. The Board of Directors
may by resolution, adopted by a two-thirds vote, empower the Vice President to
discharge the duties of the President in the event of the illness or inability
of the President to discharge the duties of his office. In general, the Vice
President shall perform all duties incident to the office of Vice President and
such other duties may be prescribed by the Board of Directors from time to time.

       SECTION 7. The Secretary. The Secretary shall: (a) keep the minutes of
the shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or Vice-President, certificates for shares of the

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Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general, perform all duties incident to the office
of Secretary and have such other duties and exercise such authority as from time
to time may be designated or assigned to the Secretary by the President or by
the Board of Directors.

       SECTION 8. Compensation. The compensation of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall be prevented
from receiving such compensation by reason of the fact that he or she is also a
director of the Corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

       SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.

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

       SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board of Directors.

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

       SECTION 5. Voting of Securities Owned by This Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he be present, or, in his
absence, by the Vice President of this Corporation, and (b) whenever, in the
judgment of the President, or in his absence, the Vice President, it is
desirable for this Corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this Corporation, such proxy or consent shall be executed in the name of this
Corporation by the President or Vice President of this Corporation, without
necessity of any authorization by the Board of Directors, affixation of
corporate seal or countersignature or attestation by another officer. Any person
or persons designated in the manner above stated as the proxy or proxies of this
Corporation shall have


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full right, power, and authority to vote the shares or other securities issued
by such other corporation and owned by this Corporation the same as such shares
or other securities might be voted by this Corporation.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

       SECTION 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Each certificate shall be signed by the President and by the
Secretary. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to who the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled. No
new certificates shall be issued until the former certificates for a like number
of shares shall have been surrendered and cancelled, except that in case of a
lost, destroyed, or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

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

       SECTION 3. Restriction Upon Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares.

       SECTION 4. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his or her certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity
bond, and (c) satisfies such other reasonable requirements as the Board of
Directors may prescribe.

       SECTION 5. Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors. The consideration to be paid for shares may be paid in whole or in
part in money, in other property, tangible or intangible, or in labor or
services actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been received by the
Corporation, such shares shall be deemed to be fully paid and nonassessable by
the Corporation, except as required by law. No certificate shall be issued for
any share until such share is fully paid.



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       SECTION 6. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulation not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
Corporation.

       ARTICLE VII. LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS,
                        EMPLOYEES AND AGENTS; INSURANCE

       SECTION 1. Liability of Directors. No director shall be liable to the
Corporation, its shareholders, or any person asserting rights on behalf of the
Corporation or its shareholders, for damages, settlements, fees, fines,
penalties, or other monetary liabilities arising from a breach of, or a failure
to perform, any duty resulting solely from his or her status as a director of
the Corporation (or from his or her status as a director, officer, partner,
trustee, member of any governing or decision-making committee, employee or agent
of another corporation or foreign corporation, partnership, joint venture, trust
or other enterprise, including service to an employee benefit plan, in which
capacity the director is or was serving at the Corporation's request while a
director of the Corporation) to the fullest extent not prohibited by law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent such amendment permits the Corporation to further limit or
eliminate the liability of a director, provided, however, that this limitation
on liability shall not apply where the breach or failure to perform constitutes
(a) a willful failure to deal fairly with the Corporation or its shareholders in
connection with a matter in which the director has a material conflict of
interest; (b) a violation of criminal law, unless the director had reasonable
cause to believe his or her conduct was lawful or no reasonable cause to believe
his or her conduct was unlawful; (c) a transaction from which the director
derived an improper personal benefit; or (d) willful misconduct).

       SECTION 2. Liability of Officers. No officer shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him or her as an officer of the Corporation (or as an
officer, director, partner, trustee, member of any governing or decision-making
committee, employee or agent of another corporation or foreign corporation,
partnership, joint venture, trust or other enterprise, including service to an
employee benefit plan, in which capacity the officer is or was serving at the
Corporation's request while being an officer of the Corporation) in good faith,
if such person (a) exercised and used the same degree of care and skill as a
prudent person would have exercised or used under the circumstances in the
conduct of his or her own affairs, or (b) took or omitted to take such action in
reliance upon information, opinions, reports or statements prepared or presented
by: (i) an officer of employee of the Corporation whom the officer believed in
good faith to be reliable and competent in the matters presented, or (ii) legal
counsel, public accountants and other persons as to matters the officer believed
in good faith were within the person's professional or expert competence.

       SECTION 3. Indemnification of Directors, Officers, Employees and Agents.

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       (a) Right of Directors and Officers to Indemnification. Any person shall
be indemnified and held harmless to the fullest extent permitted by law, as the
same may exist or may hereafter be amended (but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide
broader indemnification rights than the law permitted the corporation to provide
prior to such amendment), from and against all reasonable expenses (including
fees, costs, charges, disbursements, attorneys' fees and any other expenses) and
liability (including the obligation to pay a judgment, settlement, penalty,
assessment, forfeiture or fine, including an excise tax assessed with respect to
an employee benefit plan) asserted against, incurred by or imposed on him or her
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative ("proceeding"), to which he or she is made or
threatened to be made a party by reason of his or her being or having been a
director or officer of the Corporation (or by reason of, while serving as a
director or officer of the Corporation, having served at the Corporation's
request as a director, officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise, including
service to an employee benefit plan); provided, however, in situations other
than a successful defense of a proceeding, the director or officer shall not be
indemnified where he or she breached or failed to perform a duty to the
Corporation and the breach or failure to perform constitutes (a) a willful
failure to deal fairly with the Corporation or its shareholders in connection
with the matter in which the director or officer has a material conflict of
interest; (b) a violation of criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal benefit; or (d) willful
misconduct. Such rights to indemnification shall include the right to be paid by
the Corporation reasonable expenses as incurred in defending such proceeding;
provided, however, that payment of such expenses as incurred shall be made only
upon such person delivering to the Corporation (a) a written affirmation of his
or her good faith belief that he or she has not breached or failed to perform
his or her duties to the Corporation, and (b) a written undertaking, executed
personally or on his or her behalf, to repay the allowance to the extent it is
ultimately determined that such person is not entitled to indemnification under
this provision. The Corporation may require that the undertaking be secured and
may require payment of reasonable interest on the allowance to the extent that
it is ultimately determined that such person is not entitled to indemnification.

       (b) Right of Director or Officer to Bring Suit. If a claim under
subsection (a) is not paid in full by the Corporation within 30 days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the reasonable expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the Corporation)
that the claimant has not met the standards of conduct under this Article which
make it permissible for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.


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<PAGE>

       (c) Indemnification For Intervention, Etc. The Corporation shall not,
however, indemnify a director or officer under this Article for any liability
incurred in a proceeding otherwise initiated (which shall not be deemed to
include counterclaims or affirmative defenses) or participated in as an
intervenor by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of the majority of the directors in
office.

       (d) Right of Employees and Agents to Indemnification. The Corporation by
its Board of Directors may on such terms as the Board deems advisable indemnify
and allow reasonable expenses of any employee or agent of the Corporation with
respect to any action taken or failed to be taken in his or her capacity as such
employee or agent.

       SECTION 4. Contract Rights; Amendment or Repeal. All rights under this
Article shall be deemed a contract between the Corporation and the director or
officer pursuant to which the Corporation and the director or officer intend to
be legally bound. Any repeal, amendment or modification of this Article shall be
prospective only as to conduct of a director or officer occurring thereafter,
and shall not affect any rights or obligations then existing.

       SECTION 5. Scope of Article. The rights granted by this Article shall not
be deemed exclusive of any other rights to which a director, officer, employee
or agent may be entitled under any statute, agreement, vote of shareholders or
disinterested directors or otherwise. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall continue as to a
person who has ceased to be a director or officer in respect to matters arising
prior to such time, and shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such a person.

       SECTION 6. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, member of
any governing or decision-making committee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service to an employee benefit plan, against any liability asserted against that
person or incurred by that person in any such capacity, or arising out of that
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under this
Article.

        ARTICLE VIII. TRANSACTIONS WITH CORPORATION; DISALLOWED EXPENSE

       SECTION 1. Transactions with the Corporation. Any contract or other
transaction between the Corporation and one or more of its directors, or between
the Corporation and any firm of which one or more of its directors are members
or employees, or in which they are interested, or between the Corporation and
any corporation or association of which one or more of its directors are
shareholders, members, directors, officers, or


                                      -12-
<PAGE>

employees, or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting of the
Board of Directors of the Corporation, which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve and
ratify such contract or transaction by a vote of a majority of the directors
present, such interested director or directors to be counted in determining
whether a quorum is present, but not counted in calculating the majority of such
quorum necessary to carry such vote. This section shall not be construed to
invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

       SECTION 2. Reimbursement of Disallowed Expenses. In the event any payment
(either as compensation, interest, rent, expense reimbursement or otherwise) to
any officer, director or shareholder which is claimed as a deduction by this
Corporation for federal income tax purposes shall subsequently be determined not
to be deductible in whole or in part by this Corporation, the recipient shall
reimburse the Corporation for the amount of the disallowed payment, provided
that this provision shall not apply to any expense where the Board, in its sole
discretion, determines such disallowance (including any concession of such issue
by the Corporation in connection with the settlement of other issues in a
disputed case) is manifestly unfair and contrary to the facts. For purposes of
this provision, any such payment shall be determined not to be deductible when
and only when either (a) the same may have been determined by a court of
competent jurisdiction and either the Corporation shall not have appealed from
such determination or the time for perfecting an appeal shall have expired or
(b) such disallowed deduction shall constitute or be contained in a settlement
with the Internal Revenue Service which settlement may have been authorized by
the Board of Directors.

                            ARTICLE IX. FISCAL YEAR

       The fiscal year of the Corporation shall begin in the 1st day of January
and end on the 31st day of December in each year.

                              ARTICLE X. DIVIDENDS

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

                                ARTICLE XI. SEAL

       The Corporation shall not have a corporate seal, and all formal corporate
documents shall carry the designation "No Seal" along with the signature of the
officer(s).



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<PAGE>

                             ARTICLE XII. AMENDMENT

       SECTION 1. By Shareholders. These bylaws may be altered, amended or
repealed and new bylaws may be adopted by the shareholders by affirmative vote
of not less than two-thirds of the outstanding shares of the Corporation
entitled to vote.

       SECTION 2. By Directors. These bylaws may also be altered, amended or
repealed and new bylaws may be adopted by the Board of Directors by affirmative
vote of not less than a majority of the directors then in office; but no bylaw
adopted by the shareholders shall be amended or repealed by the Board of
Directors if the bylaw so adopted so provides.

       SECTION 3. Implied Amendments. Any action taken or authorized by the
shareholders which would be inconsistent with the bylaws then in effect but is
taken or authorized by affirmative vote of not less than the number of shares
required to amend the bylaws so that the bylaws would be consistent with such
action shall be given the same effect as though the bylaws had been temporarily
amended or suspended so far, but only so far, as is necessary to permit the
specific action so taken or authorized.



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