EXHIBIT 1


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        MASS MEGAWATTS WIND POWER, INC.

                        Effective as of January 27, 2003



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                        MASS MEGAWATTS WIND POWER, INC.

                                Table of Contents

ARTICLE I

  Stockholders

     1.   Annual Meetings.
     2.   Special Meetings.
     3.   Notice of Meetings.
     4.   Quorum.
     5.   Adjournments.
     6.   Voting and Proxies.
     7.   Action at Meeting.
     8.   Action without Meeting.

ARTICLE II

  Directors

     1.   Powers.
     2.   Election and Qualification.
     3.   Vacancies.
     4.   Enlargement of the Board.
     5.   Tenure and Resignation.
     6.   Removal.
     7.   Meetings.
     8.   Notice of Meetings.
     9.   Quorum.
     10.  Action at Meeting.
     11.  Action by Consent.
     12.  Committees.

ARTICLE III

  Officers

     1.   Enumeration.
     2.   Election.
     3.   Qualification.
     4.   Tenure and Resignation.
     5.   Removal.
     6.   Vacancies.
     7.   Chairman of the Board.
     8.   President, Vice President and Vice Presidents.


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     9.   Treasurer and Assistant Treasurers.
     10. Clerk and Assistant Clerks.
     11.  Secretary.
     12. Other Powers and Duties.

ARTICLE IV

  Capital Stock

     1.   Certificates of Stock.
     2.   Transfers.
     3.   Record Holders.
     4.   Fractional Shares.
     5.   Equitable Interests.
     6.   Record Date.
     7.   Replacement of Certificates.
     8.   Issuance of Stock.

ARTICLE V

  Miscellaneous Provisions

     1.   Fiscal Year.
     2.   Seal.
     3.   Execution of Instruments.
     4.   Voting of Securities.
     5.   Resident Agent.
     6.   Corporate Records.
     7.   Evidence of Authority.
     8.   Articles of Organization.
     9.   Amendments.


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                                    BY-LAWS

                                       OF

                        MASS MEGAWATTS WIND POWER, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

     1.     ANNUAL  MEETINGS.  The  annual meeting of stockholders shall be held
on the second Tuesday in March (or if that be a legal holiday in the place where
the  meeting  is  to  be  held, on the next succeeding full business day) at the
principal  office  of  the  corporation in Massachusetts at 10:00 a.m., unless a
different hour or place within Massachusetts or, if permitted by the Articles or
Organization,  elsewhere in the United States is fixed by the Board of Directors
or the President.  If no annual meeting has been held on the date fixed above, a
special  meeting in lieu thereof may be held with all the force and effect of an
annual  meeting.

     2.     SPECIAL MEETINGS.  Special meetings of stockholders may be called by
the President or by the Board of Directors.  Special meetings shall be called by
the  Clerk,  or in the case of the death, absence, incapacity, or refusal of the
Clerk,  by  any  other  officer,  upon  written  application  of  one  or  more
stockholders  who  hold at least one tenth part in interest of the capital stock
entitled  to  vote  at  such  meeting.  The  call for the meeting may be oral or
written  and  shall state the place, date, hour and purposes of the meeting.  If
the  Corporation  has  a  class  of voting stock registered under the Securities
Exchange Act of 1934, as amended, special meetings of stockholders may be called
by  the  President or by the Board of Directors, and upon written application of
one  or  more  stockholders who hold at least forty percent of the capital stock
entitled  to  vote at a meeting, shall be called by the Clerk, or in the case of
the  death,  absence,  incapacity or refusal of the Clerk, by another officer of
the  Corporation.

     3.     NOTICE OF MEETINGS.  A written notice of the place, date and hour of
all  meetings of stockholders stating the purposes of the meeting shall be given
by  the Clerk or an Assistant Clerk (or other person authorized by these By-laws
or  by-law)  at least seven days before the meeting to each stockholder entitled
to  vote thereat and to each stockholder who, under the Articles of Organization
or  under these By-laws, is entitled to such notice, by leaving such notice with
him  or  at his residence or usual place of business, or by mailing it, postage,
prepaid,  and  addressed to such stockholder at his address as it appears in the
records  of  the  corporation.  Notice  need  not be given to a stockholder if a
written  waiver  of  notice,  executed  before  or  after  the  meeting  by such
stockholder  or  his attorney thereunto authorized, is filed with the records of
the  meeting.

     4.     QUORUM.  Unless  the Articles of Organization otherwise provide, the
holders of a majority of all stock issued, outstanding and entitled to vote at a
meeting  shall  constitute  a  quorum,  but if a quorum is not present, a lesser
number  may adjourn the meeting from time to time and the meeting may be held as
adjourned  without  further  notice.


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     5.     ADJOURNMENTS.  Any  meeting  of  the stockholders may  be  adjourned
to  any other time and to any other place at which a meeting of stockholders may
be  held  under  these By-laws by the stockholders present or represented at the
meeting,  although  less than a quorum, or by any officer entitled to preside or
to  act  as  clerk of such meeting if no stockholder is present. It shall not be
necessary to notify any stockholder of any adjournment. Any business which could
have been transacted at any meeting of the stockholders as originally called may
be  transacted  at  any  adjournment  thereof.

     6.     VOTING AND PROXIES.  Stockholders shall have one vote for each share
of stock entitled to vote held by them of record according to the records of the
corporation  and  proportionate  vote  for  a  fractional share so held by them,
unless  otherwise  provided  by  law  or  by  the  Articles  of  Organization.
Stockholders  may  vote either in person or by written proxy dated not more than
six  months  before  the meeting named therein.  Proxies shall be filed with the
Clerk of the meeting, or any adjournment thereof, before being voted.  Except as
otherwise  limited therein, proxies shall entitle the persons authorized thereby
to  vote  at  any adjournment of such meeting but shall not be valid after final
adjournment  of such meeting.  A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them unless at or prior
to  exercise  of the proxy the corporation receives a specific written notice to
the  contrary  from any one of them.  A proxy purporting to be executed by or on
behalf  of  a stockholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of proving invalidity shall rest on the challenger.

     7.     ACTION  AT MEETING.  When a quorum is present, any matter before the
meeting  shall  be decided by vote of the holders of a majority of the shares of
stock  present  or  represented and voting on such matter, except where a larger
vote  is  required  by law, by the Articles of Organization or by these By-laws.
Any  election  by  stockholders  shall be determined by a plurality of the votes
cast,  except  where  a  larger  vote  is  required  by  law, by the Articles of
Organization  or by these By-laws.  No ballot shall be required for any election
unless  requested  by  a  stockholder  present or represented at the meeting and
entitled  to  vote  in  the  election.  The  corporation  shall  not directly or
indirectly  vote  any  share of its own stock.  Nothing in the previous sentence
shall be construed to limit the right of the corporation to vote shares of stock
held  by  it  in  a  fiduciary  capacity.

     8.     ACTION  WITHOUT MEETING.  Any action to be taken by stockholders may
be  taken  without  a meeting if all stockholders entitled to vote on the matter
consent  to  the  action  by a writing filed with the records of the meetings of
stockholders.  Such  consent  shall  be  treated for all purposes as a vote at a
meeting.

                                   ARTICLE II

                                    DIRECTORS

     1.     POWERS.  The business of the corporation shall be managed by a Board
of  Directors  who  may  exercise  all  the  powers of the corporation except as
otherwise  provided by law, by the Articles of Organization or by these By-laws.
In  the  event  of a vacancy in the Board of Directors, the remaining Directors,
except  as  otherwise provided by law, may exercise the powers of the full Board
until  the  vacancy  is  filled.

     2.     ELECTION  AND  QUALIFICATION.  A  Board of Directors of such number,
not  less than three, as shall be fixed by the stockholders, shall be elected by
the  stockholders  at  the annual meeting.  If, however, there shall be only two
stockholders,  the number of Directors shall not be less than two; and, whenever
there  shall  be one stockholder, the number of Directors shall be not less than
one.

     3.     VACANCIES.  Any  vacancy  in the Board of Directors may be filled by
the  stockholders,  or  in  the  absence  of stockholder action, by the Board of
Directors.


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     4.     ENLARGEMENT  OF  THE  BOARD.  The  number of members of the Board of
Directors  may  be  increased and additional Directors elected at any meeting of
the  stockholders.

     5.     TENURE AND RESIGNATION.  Except as otherwise provided by law, by the
Articles  of Organization or by these By-laws, Directors shall hold office until
the  next  annual  meeting of stockholders and until their successors are chosen
and qualified.  Any Director may resign by delivering his written resignation to
the  corporation at its principal office or to the President, Clerk or Assistant
Clerk.  Such  resignation shall be effective upon receipt unless it is specified
to  be  effective at some other time or upon the happening of some other event.

     6.     REMOVAL.  A  Director may be removed from office (a) with or without
cause  by  vote  of the holders of a majority of the shares of stock entitled to
vote in the election of Directors, or (b) for cause by vote of a majority of the
entire  number of Directors then in office.  A Director may be removed for cause
only  after  reasonable  notice  and  opportunity  to  be  heard before the body
proposing  to  remove  him.

     7.     MEETINGS.  Regular  meetings  of  the Board of Directors may be held
without  call  or  notice at such time, date and place as the Board of Directors
may  from  time  to time determine.  A regular meeting of the Board of Directors
may  be  held  without call or notice at the same place as the annual meeting of
stockholders,  or  the  special  meeting  held  in  lieu thereof, following such
meeting  of  stockholders.  Special  meetings  of  the Board of Directors may be
called,  orally  or  in  writing,  by  the Chairman of the Board, the President,
Treasurer  or  two or more Directors (or by one Director in the event that there
is  only  a  single  Director  in  office), designating the time, date and place
thereof.

     8.     NOTICE  OF  MEETINGS.  Notice  of  the  time,  date and place of all
special  meetings  of  the Board of Directors shall be given to each Director by
the  Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk, or
in  the case of the death, absence, incapacity or refusal of such person, by the
officer  or  one of the Directors calling the meeting.  Notice shall be given to
each  Director in person or by telephone or by telegram, telex, facsimile, email
or  other electronic communication sent to his business or home address at least
forty-eight  hours in advance of the meeting, or by written notice mailed to his
business  or  home address at least forty-eight hours in advance of the meeting.
However,  notice  shall be given at least seven days prior to a meeting in which
an  amendment  of  the  By-laws  is  proposed.  Notice  need not be given to any
Director  if  a  written  waiver  of notice, executed by him before or after the
meeting,  is  filed  with  the  records  of  the meeting, or to any Director who
attends  the meeting without protesting prior thereto or at its commencement the
lack  of  notice to him.  A notice or waiver of notice of a meeting of the Board
of  Directors need not specify the purposes of the meeting, except for proposals
to  amend  By-laws.

     9.     QUORUM.  At any meeting of the Board of Directors, a majority of the
Directors  then  in  office  shall  constitute a quorum.  Less than a quorum may
adjourn  any meeting from time to time, and the meeting may be held as adjourned
without  further  notice,  provided,  however,  that  absent Directors are given
reasonable  notification,  either  orally  or  in writing, of the time, date and
place  to  which  said  adjournment  is  made.

     10.     ACTION  AT  MEETING.  At  any  meeting of the Board of Directors at
which  a  quorum  is  present,  a majority of the Directors present may take any
action  on  behalf of the Board of Directors, unless a larger number is required
by  the  law,  by  the  Articles  of  Organization  or  by  these  By-laws.

     11.     ACTION  BY  CONSENT.  Any  action  by the Board of Directors may be
taken  without  a  meeting  if a written consent thereto is signed by all of the
Directors  and filed with the records of the meetings of the Board of Directors.
Such  consent  shall  be  treated  as  a  vote of the Board of Directors for all
purposes.


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     12.     COMMITTEES.  The Board of Directors, by a vote of a majority of the
Directors  then  in  office, may elect from its number an Executive Committee or
other committees and may delegate thereto some or all of its powers except those
which  by  law,  by the Articles of Organization, or by these By-laws may not be
delegated.  Except  as  the Board of Directors may otherwise determine, any such
committee  may  make rules for the conduct of its business, but unless otherwise
provided  by  the  Board  of  Directors  or in such rules, its business shall be
conducted  so  far  as possible in the same manner as in provided by the By-laws
for  the  Board  of  Directors.  All  members of such committees shall hold such
offices  at  the pleasure of the Board of Directors.  The Board of Directors may
abolish  any  such  committee  at any time.  Any committee to which the Board of
Directors  delegates  any  of  its  powers  or  duties shall keep records of its
meetings  and  shall  report its action to the Board of Directors.  The Board of
Directors  shall  have power to rescind any action of any committee, but no such
rescission  shall  have  retroactive  effect.

                                  ARTICLE III

                                    OFFICERS

     1.     ENUMERATION.  The  officers  of  the  corporation shall consist of a
President,  a  Treasurer,  a  Clerk  and such other officers, including, but not
limited to a Chairman of the Board, Vice Chairmen of the Board, Vice Presidents,
Assistant  Vice  Presidents,  Assistant  Treasurers,  Assistant  Clerks  or  a
Secretary,  as  the  Board  of  Directors  may  determine.

     2.     ELECTION.  The  President,  Treasurer  and  Clerk  shall  be elected
annually  by  the Board of Directors at their first meeting following the annual
meeting of stockholders.  Other officers may be chosen by the Board of Directors
at  such  meeting  or  at  any  other  meeting.

     3.     QUALIFICATION.  No  officer  need be a stockholder or Director.  Any
two or more offices may be held by any person.  The Clerk shall be a resident of
Massachusetts  unless  the  corporation  has  a resident agent appointed for the
purpose  of  service  of  process.  Any  officer may be required by the Board of
Directors to give bond for the faithful performance of his duties in such amount
and  with  such  sureties  as  the  Board  of  Directors  may  determine.

     4.     TENURE AND RESIGNATION.  Except as otherwise provided by law, by the
Articles of Organization or by these By-laws, the President, Treasurer and Clerk
shall  hold  office  until the next annual meeting of the Board of Directors and
until  their  respective  successors  are  chosen  and  qualified; and all other
officers  shall  hold  office until the next annual meeting of the Directors and
until their successors are chosen and qualified, or for such shorter term as the
Board  of  Directors  may fix at the time such officers are chosen.  Any officer
may  resign  by  delivering  his  written  resignation to the corporation at its
principal  office  or to the President, Clerk or Secretary, and such resignation
shall  be  effective upon receipt unless it is specified to be effective at some
other  time  or  upon  the  happening  of  some  other  event.

     5.     REMOVAL.  The  Board  of  Directors  may  remove any officer with or
without  cause  by  vote of a majority of the entire number of Directors then in
office.

     6.     VACANCIES.  Any  vacancy  in  any  office  may  be  filled  for  the
unexpired  portion  of  the  term  by  the  Board  of  Directors.

     7.     CHAIRMAN  OF  THE  BOARD.  If  the  Board  of  Directors  appoints a
Chairman  of  the  Board, he shall, when present, preside at all meetings of the
Board  of  Directors  and shall have such other powers and duties as are usually
vested  in the office of Chairman of the Board or as may be vested in him by the
Board  of  Directors.


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     8.     PRESIDENT,  VICE PRESIDENT AND VICE PRESIDENTS.  The President shall
be  the  chief  executive  officer  of the corporation and shall, subject to the
direction of the Board of Directors, have general supervision and control of its
business.  Unless  otherwise  provided  by  the  Board  of  Directors,  he shall
preside,  when  present,  at  all  meetings  of stockholders and of the Board of
Directors  (except as provided in Section 7 of this Article III).  The President
shall  perform  such  duties and have such powers additional to the foregoing as
the  Board  may  designate.

          In  the  absence or disability of the President, his powers and duties
shall  be performed by the Vice President, if only one, or, if more than one, by
the  Vice  President  designated  for the purpose by the Board of Directors. Any
Vice  President shall have such other powers and shall perform such other duties
as  the  Board  of  Directors  may  from  time  to  time  designate.

          Any  Assistant  Vice President shall have such powers and perform such
duties  as  the  Board  of  Directors  may  from  time  to  time  designate.

     9.     TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall, subject to
the  direction  of  the Board of Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept full and accurate books of
account.  He  shall have custody of all funds, securities and valuable documents
of  the corporation, except as the Board of Directors may otherwise provide, and
shall  promptly  render  to  the  President  and  to the Board of Directors such
statements  of  his  transactions and accounts as the President and the Board of
Directors  respectively  may  from  time  to  time  require.

          Any Assistant Treasurer shall have such powers and perform such duties
as  the  Board  of  Directors  may  from  time  to  time  designate.

     10.     CLERK AND ASSISTANT CLERKS.  The Clerk shall  keep  a record of the
meetings  of stockholders.  In case a Secretary is not elected or is absent, the
Clerk  or an Assistant Clerk shall keep a record of the meetings of the Board of
Directors.  In the absence of the Clerk from any meeting of the stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the
person  presiding  at  the  meeting,  shall  perform  the  duties of the Clerk.

          Unless a Transfer Agent is appointed, the Clerk shall keep or cause to
be  kept  in Massachusetts, at the principal office of the corporation or at his
office  or  at the office of the Resident Agent, if any, of the Corporation, the
stock  and transfer records of the corporation, in which are contained the names
of all stockholders, the record addresses, and the amount of stock held by each.

          Any  Assistant Clerk shall have such powers and perform such duties as
the  Board  of  Directors  may  from  time  to  time  designate.

     11.     SECRETARY.  The  Secretary,  if one be elected, shall keep a record
of the meetings of the Board of Directors.  In the absence of the Secretary, the
Clerk  or  any Assistant Clerk, a Temporary Secretary shall be designated by the
person  presiding  at  such  meeting  to  perform  the duties of the Secretary.

     12.     OTHER POWERS AND DUTIES.  Subject to these By-laws, each officer of
the  corporation  shall  have, in addition to the duties and powers specifically
set  forth  in these By-laws, such duties and powers as are customarily incident
to his office, and such duties and powers as may be designated from time to time
by  the  Board  of  Directors.


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                                   ARTICLE IV

                                  CAPITAL STOCK

     1.     CERTIFICATES  OF  STOCK.  Each  stockholder  shall  be entitled to a
certificate or certificates in such form as the Board of Directors may from time
to  time  prescribe,  stating the number of shares and the class thereof held by
him,  and  the  designation  of the series thereof, if any.  Such certificate or
certificates  shall  be  signed  by the President or a Vice President and by the
Treasurer  or  an  Assistant Treasurer.  Such signatures may be facsimile if the
certificate  is  signed  by  a  transfer  agent, or by a registrar, other than a
Director,  officer  or employee of the corporation.  In case any officer who has
signed  or  whose  facsimile  signature  has  been placed on such certificate or
certificates  shall  have  ceased  to be such officer before such certificate or
certificates  are  issued,  they  may be issued by the corporation with the same
effect as if such officer had not ceased to be such at the time of their issue.

          Every  certificate  for  shares  of  stock  which  are  subject to any
restriction  on  transfer pursuant to the Articles of Organization, the By-laws,
or  any  agreement to which the corporation is a party, shall have conspicuously
noted  on  the  face  or  back  of  the  certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that  the  corporation  will  furnish  a  copy  thereof  to  the  holder of such
certificate  upon  written  request and without charge. Every certificate issued
when  the  corporation  is  authorized to issue more than one class or series of
stock  shall  set  forth  on  its  face  or  back  either  the  full text of the
preferences,  voting  powers, qualifications, and special and relative rights of
the  shares  of  each class and series authorized to be issued or a statement of
the  existence  of  such  preferences,  powers, qualifications, and rights and a
statement that the corporation will furnish a copy thereof to the holder of such
certificate  upon  written  request  and  without  charge.

     2.     TRANSFERS.  Subject  to the restrictions, if any, noted on the stock
certificates, shares of stock may be transferred on the books of the corporation
by  the  surrender  to  the corporation or its transfer agent of the certificate
therefor  properly  endorsed or accompanied by a written assignment and power of
attorney  properly  executed,  with  transfer stamps (if necessary) affixed, and
with  such  proof  of  the  authenticity  of signature as the corporation or its
transfer  agent  may  reasonably  require.

     3.     RECORD  HOLDERS.  Except as may be otherwise required by law, by the
Articles  of Organization or by these By-laws, the corporation shall be entitled
to  treat  the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such  stock,  until  the  shares  have  been  transferred  on  the  books of the
corporation  in  accordance  with  the  requirements  of  these  By-laws.

          It  shall be the duty of each stockholder to notify the corporation of
his  post  office  address.

     4.     FRACTIONAL  SHARES.  Fractional  shares of stock of any class may be
issued.  Fractional  shares  shall  entitle the holder thereof to the voting and
dividend  rights  and  the  right to participate in assets upon liquidation, and
shall  have  and be subject to the preferences, qualifications, restrictions and
special and relative rights of the class of stock or series in which issued.  In
lieu  of  fractional  shares,  the  corporation may issue scrip in registered or
bearer  form  entitling  the  holder thereof to receive a certificate for a full
share upon the surrender of scrip aggregating a full share.  Any scrip issued by
the  corporation may be issued upon such terms and conditions and in such manner
as  the  Directors  shall  fix.

     5.     EQUITABLE INTERESTS.  The corporation shall be entitled to treat the
holder  of  record of any share or shares of stock as the holder in fact thereof
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 except as may be
otherwise  expressly  provided  by  law.


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     6.     RECORD  DATE.  The  Board  of Directors may fix in advance a time of
not  more  than sixty days preceding the date of any meeting of stockholders, or
the  date  for  the payment of any dividend or the making of any distribution to
stockholders,  or  the  last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the  stockholders  having the right to notice of and to vote at such meeting, or
the  right  to  receive  such dividend or distribution or the right to give such
consent  or  dissent.  In  such case, only stockholders of record on such record
date  shall  have such right, notwithstanding any transfer of stock on the books
of  the corporation after the record date.  Without fixing such record date, the
Board of Directors may for any of such purposes close the transfer books for all
or  any  part  of  such  period.

          If  no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote  at  a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the record date for determining the
stockholders  for any other purpose shall be at the close of business on the day
on  which  the  Board  of  Directors  acts  with  respect  to  such  purpose.

     7.     REPLACEMENT  OF  CERTIFICATES.  In  case  of  the  alleged  loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be  issued  in  place  thereof,  upon  such  terms as the Board of Directors may
prescribe.

     8.     ISSUANCE  OF STOCK.  Unless otherwise voted by the stockholders, the
whole or any part of any unissued balance of the authorized capital stock of the
corporation  or  the  whole  or any part of the capital stock of the corporation
held  in  its  treasury  may  be  issued  or disposed of by vote of the Board of
Directors,  in  such  manner,  for  such  consideration and on such terms as the
Directors  may determine.  If such stock has a par value, it shall not be issued
for  cash,  property,  services  or  expenses  worth less than the par value.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

     1.     FISCAL  YEAR.  Except  as  otherwise  determined  by  the  Board  of
Directors,  the  fiscal year of the corporation shall be twelve months ending on
December  31.

     2.     SEAL.  The  seal  of the corporation shall, subject to alteration by
the  Board  of  Directors,  consist  of  a  circular  die  bearing  the  word
"Massachusetts",  the  name of the corporation, and the year of its organization
cut  or  engraved  thereon.

     3.     EXECUTION  OF INSTRUMENTS.  All deeds, leases, transfers, contracts,
bonds,  notes,  checks,  drafts  and  other instruments for the payment of money
drawn  or  endorsed in the name of the corporation, authorized to be executed by
an officer of the corporation in its behalf, shall be signed by the President or
the  Treasurer,  except as the Board of Directors may generally or in particular
cases  otherwise  determine.

     4.     VOTING  OF  SECURITIES.  Unless  otherwise  provided by the Board of
Directors,  the  President or Treasurer may waive notice of and act on behalf of
this  corporation  at,  or  appoint another person or persons to act as proxy or
attorney-in-fact for this corporation with or without discretionary power and/or
power  of  substitution  at,  any meeting of stockholders or shareholders of any
other  corporation  or  organization,  any  of whose securities are held by this
corporation.


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     5.     RESIDENT AGENT.  The Board of Directors may appoint a resident agent
upon  whom  legal  process may be served in any action or proceeding against the
corporation.  Said  resident  agent  shall  be  either  an  individual  who is a
resident of and has a business address in Massachusetts, a corporation organized
under  the  laws  of Massachusetts or a corporation, organized under the laws of
any  other state of the United States, which has qualified to do business in and
has  an  office  in  Massachusetts.

     6.     CORPORATE  RECORDS.  The  original,  or  attested  copies,  of  the
Articles  of  Organization,  By-laws  and  records  of  all  meetings  of  the
incorporators  and  stockholders,  and the stock and stockholders and the record
address  and the amount of stock held by each, shall be kept in Massachusetts at
the  principal office of the corporation, or at an office of its transfer agent,
Clerk,  General  Counsel  or resident agent, and shall be open at all reasonable
times  to  the  inspection of any stockholder for any proper purpose, but not to
secure  a  list  of  stockholders for the purpose of selling said list or copies
thereof  or  of  using  the same for a purpose other than in the interest of the
applicant,  as  stockholder,  relative  to  the  affairs  of  the  corporation.

     7.     EVIDENCE OF AUTHORITY.  A certificate by the Clerk, Secretary, or an
Assistant  Clerk  or  Assistant  Secretary,  or  a  temporary Clerk or temporary
Secretary,  as  to  any  action  taken  by the stockholders, Board of Directors,
Executive  Committee,  or any officer or representative of the corporation shall
as  to all persons who rely thereon in good faith be conclusive evidence of such
action.

     8.     ARTICLES  OF  ORGANIZATION.  All  references in these By-laws to the
Articles  of  Organization  shall  be  deemed  to  refer  to  the  Articles  of
Organization  of  the  corporation, as amended and in effect from time to time.

     9.     AMENDMENTS.  These  By-laws  may be amended or repealed by a vote of
the  holders  of at least a majority of the stock of the corporation at the time
outstanding  and  entitled  to  vote  at  any  annual  or  special  meeting.


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