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                                                                     EXHIBIT 3.2

                          CAPE COD INVESTMENT COMPANY

                                    BYLAWS

                                  ARTICLE I

                                   OFFICES

     Section 1. The principal registered office of the Corporation shall be in
the city of Las Vegas, county of Clark, state of Nevada.

     Section 2. The corporation may also have offices at such other places both
within and without the state of Nevada as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. All annual meetings of the stockholders shall be held at the
principal executive office of the corporation or such other place as the board
of directors shall determine. Special meetings of the stockholders may be held
at such time and place within or without the state of Nevada as shall be stated
in the notice of the meeting, or in a duly executed waiver of notice thereof.

     Section 2. Annual meetings of stockholders shall be held at such place and
time not less than 90 nor more than 180 days after the end of the corporation's
fiscal year as the board of directors shall determine, at which they shall
elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.

     Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 4. Notices of meetings shall be in writing and signed by the
president or a vice-president, or the secretary, or an assistant secretary, or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
and the place at which it is to be held, which may be mailed, postage prepaid,
to each stockholder of record entitled to vote at such meeting not less than ten
nor more than 60 days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation and
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upon such mailing of any such notice, the service thereof shall be complete, and
the time of the notice shall begin to run from the date upon which such notice
is deposited in the mail for transmission to such stockholder. Personal delivery
of any such notice to any officer of a corporation or association, or to any
member of a partnership shall constitute delivery of such notice to such
corporation, association, or partnership. In the event of the transfer of stock
after delivery or mailing of the notice of and prior to the holding of the
meeting it shall not be necessary to deliver or mail notice of the meeting to
the transferee.

     Section 5. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 6. The holders of at least 33-1/3% of stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders or for the transaction
of business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted at the meeting as originally notified.

     Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the articles of incorporation a different vote is required in
which case such express provision shall govern and control the decision of such
question.

     Section 8. Every stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation.

     Section 9. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, than that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person



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executing it specifies therein the length of time for which it is to continue in
force, which in no case shall exceed seven years from the date of its revoked
and continues in full force and effect until and instrument revoking it or a
duly executed proxy bearing a later date is filed with the secretary of the
corporation.

     Section 10. Any action, except election of directors, which may be taken
by the vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority
of the voting power, incorporation require a greater proportion of voting power
to authorize such action in which case such greater proportion of written
consents shall be required.

                                  ARTICLE III

                                   DIRECTORS

     Section 1. The number of directors which shall constitute the whole board
shall be three. The board of directors may increase or decrease the number of
directors by resolution to not less than three.  The directors shall be elected
at the annual meeting of the stockholders and except as provided in Section 2
of this Article III, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.

     Section 2. Vacancies, including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors though
less than a quorum. When one or more directors shall give notice of his or
their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.

     Section 3. The business of the corporation shall be managed by its board
of directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the articles of
incorporation or by these Bylaws directed or required to be exercised or done
by the Stockholders.

     Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the state of Nevada.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a

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quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a written waiver signed by all of the directors.

     Section 6. Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by the
board.

     Section 7. Special meetings of the board of directors may be called by the
president or secretary on the written request of two directors. Written notice
of special meetings of the board of directors shall be given to each director
at least five days before the date of the meeting.

     Section 8. A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.

                            COMMITTEES OF DIRECTORS

     Section 9. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may have power to authorized the seal of the corporation to be affixed to
all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.

     Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the board when required.

                           COMPENSATION OF DIRECTORS

     Section 11. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

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Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                                   ARTICLE IV

                                    NOTICES

     Section 1. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

     Section 2. Whenever all parties entitled to vote at any meeting, whether
of directors or stockholders, consent, either by a writing on the records of
the meeting or filed with the secretary, or by presence at such meeting and
oral consent entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall be as valid as
if a meeting had regularly been called and noticed, and at such meeting any
business may be transacted which is not excepted from the written consent or to
the consideration of which no objection for want of notice is made at the time,
and if any meeting be irregular for want of notice or of such consent, provided
a quorum was present at such meeting, the preceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meetings; and such consent or approval of stockholders may be by
proxy or attorney, but all such proxies and powers of attorney must be in
writing.

     Section 3. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the articles of incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary, and a
treasurer. Any person may hold two or more offices.

     Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a vice president, a
secretary, and a treasurer, none of whom need be a member of the board.

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     Section 3. The board of directors may appoint additional vice presidents,
and assistant secretaries and assistant treasurers, and such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal, or otherwise shall be filled by the
board of directors.

                                 THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7. He shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE PRESIDENT

     Section 8. The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and
shall perform such other duties as the board of directors may from time to time
prescribe.

                                 THE SECRETARY

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as way be prescribed by the board of
directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and,


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when so affixed, it shall be attested by his signature or by the
signature of the treasurer or an assistant secretary.

                                 THE TREASURER

     Section 10. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.

     Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
the regular meetings of the board, or when the board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.

     Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI

                             CERTIFICATES OF STOCK

     Section 1. Every stockholder shall be entitled to have a certificate,
signed by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation. When the
corporation is authorized to issue shares of more than one class or more than
one series of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation
will furnish to any stockholders upon request and without charge, a full or
summary statement of the designations, preferences, and relative,
participating, optional, or other special rights of the various classes of
stock or series thereof and the qualifications, limitations, or restrictions of
such rights, and, if the corporation shall be authorized to issue only special
stock, such certificate shall set forth in full or summarize the rights of the
holders of such stock.

     Section 2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then
a facsimile of the signatures of the

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officers or agents of the corporation may be printed or lithographed
upon such certificate in lieu of the actual signatures. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of
death, resignation, or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates, or
whose facsimile signature or signatures shall have been used thereon, had not
ceased to be the officer or officers of such corporation.

                               LOST CERTIFICATES

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

                               TRANSFER OF STOCK

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                           CLOSING OF TRANSFER BOOKS

     Section 5. The directors may prescribe a period not exceeding 60 days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than 60
days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote as such meeting.

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                            REGISTERED STOCKHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
the state of Nevada.

                                  ARTICLE VII

                               GENERAL PROVISIONS

     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which they were created.

                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers of such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and of the words "Corporate Seal,
Nevada".

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                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These Bylaws may be altered or repealed at any regular meeting
of the stockholders or of the board of directors or at any special meeting of
the stockholders or of the board of directors if notice of such alteration or
repeal be contained in the notice of such special meeting.




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                                  CERTIFICATE

     The undersigned does hereby certify that he is an officer of Cape Cod
Investment Company, a corporation duly organized and existing under and virtue
of the laws of the state of Nevada; that the above and foregoing Bylaws of said
corporation were duly and regularly adopted as such by the board of directors
of said corporation, on the 2nd day of January, 1986; and that the above and
foregoing Bylaws are now in full force and effect.

     DATED this 2nd day of January, 1986.

                                               /s/ FRANK D. BOND
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