EXHIBIT 3.2
                                     BYLAWS
                                       OF
                                  CENTIV, INC.


                                   ARTICLE I.

                                     Offices

     Section  1.     The  registered  office of Centiv, Inc. (the "Corporation")
shall  be  in  Wilmington,  New  Castle  County,  Delaware.

     Section  2.     The  Corporation  shall  have  its  principal office at 998
Forest  Edge Drive, Vernon Hills, Illinois, and it may also have offices at such
other  places  as  the  board  of  directors  may  from  time to time determine.

                                   ARTICLE II.

                                  Stockholders

     Section  1.     Annual Meeting.  The annual meeting of stockholders for the
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election  of  directors  and  for  the transaction of such other business as may
properly  come  before  the  meeting  shall be held on such date as the board of
directors  shall fix each year.  At an annual meeting of stockholders, only such
business  shall  be  conducted  as  shall  have been properly brought before the
meeting.  To  be properly brought before an annual meeting, business must be (a)
specified  in  the  notice of meeting, or any supplement thereto, given by or at
the  direction  of the board of directors, (b) otherwise properly brought before
the  meeting  by or at the direction of the board of directors, or (c) otherwise
properly  brought  before  the  meeting  by  a  stockholder.  For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have  given timely notice thereof in writing to the secretary of the Corporation
not  later  than  one hundred and twenty (120) days nor earlier than one hundred
and  fifty (150) days prior to the anniversary date of the immediately preceding
annual  meeting.  A  stockholder's  notice  to  the secretary of the Corporation
shall  set  forth as to each matter the stockholder proposes to bring before the
annual  meeting  (a)  a  brief description of the business desired to be brought
before  the  annual  meeting,  (b)  the  name and address, as they appear on the
Corporation's  stockholder  records, of the stockholder proposing such business,
(c)  the  class  and  number  of shares of the Corporation that are beneficially
owned  by  the  stockholder, and (d) any material interest of the stockholder in
such  business.  Irrespective  of  anything  in these bylaws to the contrary, no
business  shall  be conducted at an annual meeting except in accordance with the
procedures  set  forth  in  this  Section 1.  The presiding officer of an annual
meeting  shall,  if the facts warrant, determine and declare to the meeting that
business  was  not  properly  brought  before the meeting in accordance with the
provisions  of  this  Section 1, and if it is so determined, shall so declare to
the  meeting and any such business not properly brought before the meeting shall
not  be  transacted.

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     Section  2.     Special Meetings.  Special meetings of the stockholders may
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be called only by the chairman, the president or the board of directors pursuant
to  a  resolution  approved  by  a  majority  of  the entire board of directors.

     Section  3.     Stockholder  Action;  How  Taken.  Any  action  required or
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permitted to be taken by the stockholders of the Corporation must be effected at
a  duly called annual or special meeting of such holders and may not be effected
by  any  consent  in  writing  by  such  holders.

     Section  4.     Place of Meeting.  The board of directors may designate any
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place, either within or without Delaware, as the place of meeting for any annual
or  special  meeting.  In  the  absence  of  any  such designation, the place of
meeting shall be the principal office of the Corporation designated in Section 2
of  Article  I  of  these  bylaws.

     Section  5.     Notice  of Meetings.  Written or printed notice stating the
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place,  day  and  hour  of  the  meeting  and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, or in the case
of  a  merger  or  consolidation,  not less than twenty nor more than fifty days
before  the  date  of  the  meeting,  either personally or by mail, by or at the
direction  of the chairman or the president, or the secretary, or the officer or
persons  calling  the meeting, to each stockholder of record entitled to vote at
such  meeting.  If  mailed,  such  notice  shall  be deemed to be delivered when
deposited  in  the  United  States  mails  in a sealed envelope addressed to the
stockholder  at his address as it appears on the records of the Corporation with
postage  thereon  prepaid.

     Section  6.     Record  Date.  For  the  purpose  of  determining  (a)
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stockholders entitled to notice of or to vote at any meeting of stockholders, or
(b)  stockholders  entitled  to  receive  payment  of  any  dividend,  or  (c)
stockholders  for any other purpose, the board of directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any  case  to  be not more than sixty days and not less than ten days, or in the
case  of  a merger or consolidation not less than twenty days, prior to the date
on  which  the particular action requiring such determination of stockholders is
to  be  taken.

     Section 7.     Quorum.  The holders of not less than one-third of the stock
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issued  and  outstanding  and  entitled  to  vote  thereat, present in person or
represented  by  proxy,  shall be requisite and shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided  by  statute,  by  the certificate of incorporation or by these bylaws.
If,  however,  such quorum shall not be present or represented at any meeting of
the  stockholders,  the  chairman of the meeting shall have the 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  that  might  have  been  transacted  at  the  meeting  as originally
notified.

     When  a  quorum  is  present  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 certificate of
incorporation  or  of  these  bylaws, a different vote is required in which case
such  express  provision shall govern and control the decision of such question.

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     Section  8.     Qualification  of Voters.  The board of directors may fix a
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day  and  hour  not  more  than sixty nor less than ten days prior to the day of
holding  any  meeting  of  stockholders as the time as of which the stockholders
entitled  to  notice of and to vote at such a meeting shall be determined.  Only
those  persons  who were holders of record of voting stock at such time shall be
entitled  to  notice  of  and  to  vote  at  such  meeting.

     Section  9.     Procedure.  The  order of business and all other matters of
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procedure  at  every meeting of stockholders shall be determined by the chairman
of  the meeting.  The board of directors shall appoint two or more inspectors of
election  to serve at every meeting of stockholders at which directors are to be
elected.

                                  ARTICLE III.

                                    Directors

     Section  1.     Number,  Election  and  Terms.  Except  as  otherwise fixed
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pursuant to the provisions of Article Fourth of the certificate of incorporation
relating  to  the rights of the holders of any class or series of stock having a
preference  over  the  common stock as to dividends or upon liquidation to elect
additional  directors  under  specified  circumstances,  the number of directors
shall  be  a  minimum  of  three  and  fixed  from  time to time by the board of
directors.  The directors, other than those who may be elected by the holders of
any  class  or  series  of stock having a preference over the common stock as to
dividends or upon liquidation, shall be classified, with respect to the time for
which they severally hold office, into three classes, as near equal in number as
possible,  as  determined  by  the  board of directors, one class to hold office
initially  for  a term expiring at the annual meeting of stockholders to be held
in  2003,  another  class  to  hold  office initially for a term expiring at the
annual  meeting  of  stockholders  to  be held in 2004 and another class to hold
office initially for a term expiring at the annual meeting of stockholders to be
held  in  2005,  with  the  members  of  each  class  to hold office until their
successors  are  elected and qualified.  At each annual meeting of stockholders,
the  successors  of  the  class  of directors whose term expires at that meeting
shall  be  elected  to  hold office for a term expiring at the annual meeting of
stockholders  held  in  the  third  year  following  the year of their election.

     The  term the "entire board" as used in these bylaws means the total number
of  directors  that  the  Corporation  would  have  if  there were no vacancies.

     Subject  to  the rights of holders of any class or series of stock having a
preference  over  the  common  stock  as  to  dividends  or  upon  liquidation,
nominations  for the election of directors may be made by the board of directors
or  a  committee  appointed  by  the  board  of  directors or by any stockholder
entitled  to  vote  in  the  election  of  directors  generally.  However,  any
stockholder entitled to vote in the election of directors generally may nominate
one  or  more  persons  for  election  as directors at a meeting only if written
notice  of  such stockholder's intent to make such nomination or nominations has
been  given,  either  by  personal  delivery  or  by United States mail, postage
prepaid,  to the secretary of the Corporation not later than (a) with respect to

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an  election to be held at an annual meeting of stockholders, one hundred twenty
(120)  days  nor  earlier  than  one  hundred  fifty  (150)  days  prior  to the
anniversary  date  of  the  immediately  preceding  annual meeting, and (b) with
respect  to  an election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day following the date
on  which  notice  of  such  meeting  is first given to stockholders.  Each such
notice shall set forth:  (a) the name and address of the stockholder who intends
to  make  the  nomination  and  of  the person or persons to be nominated; (b) a
representation  that  the  stockholder  is  a  holder  of record of stock of the
Corporation  entitled to vote at such meeting and intends to appear in person or
by  proxy  at  the  meeting  to  nominate the person or persons specified in the
notice;  (c)  a  description  of  all arrangements or understandings between the
stockholder and each nominee and any other person or persons, naming such person
or  persons,  pursuant  to which the nomination or nominations are to be made by
the  stockholder;  (d) such other information regarding each nominee proposed by
such  stockholder as would be required to be included in a proxy statement filed
pursuant  to  the proxy rules of the Securities and Exchange Commission; and (e)
the  consent  of  each  nominee  to serve as a director of the Corporation if so
elected.  The  chairman  of the meeting may refuse to acknowledge the nomination
of  any  person  not  made  in  compliance  with  the  foregoing  procedure.

     Section  2.     Newly  Created  Directorships  and  Vacancies.  Except  as
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otherwise  fixed pursuant to the provisions of Article Fourth of the certificate
of incorporation relating to the rights of the holders of any class or series of
stock  having  a  preference  over  the  common  stock  as  to dividends or upon
liquidation  to  elect  directors  under  specified circumstances, newly created
directorships  resulting  from  any  increase in the number of directors and any
vacancies  on  the  board  of  directors  resulting  from  death,  resignation,
disqualification,  removal  or  other  cause  shall  be  filled  solely  by  the
affirmative  vote  of a majority of the remaining directors then in office, even
though  less  than  a quorum of the board of directors.  Any director elected in
accordance  with  the  preceding sentence shall hold office for the remainder of
the  full  term  of  the class of directors to which such director's predecessor
shall  have  been elected and qualified.  No decrease in the number of directors
constituting  the  board  of  directors  shall shorten the term of any incumbent
director.

     Section  3.     Removal.  Subject  to  the rights of any class or series of
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stock  having  a  preference  over  the  common  stock  as  to dividends or upon
liquidation  to  elect directors under specified circumstances, any director may
be  removed  from  office only for cause and only by the affirmative vote of the
holders  of  80%  of the combined voting power of the then outstanding shares of
stock  entitled  to vote generally in the election of directors, voting together
as  a  single  class.

     Section  4.     Regular  Meetings.  Regular  meetings  of  the  board  of
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directors  shall  be  held at such times and place as the board of directors may
from  time  to  time  determine.

     Section  5.     Special  Meetings.  Special  meetings  of  the  board  of
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directors may be called by or at the request of the chairman or the president or
by  an  officer  of the Corporation upon the request of a majority of the entire
board.  The  person  or persons authorized to call special meetings of the board
of  directors may fix any place, either within or without Delaware, as the place
for  holding  any  special  meeting  of  the  board of directors called by them.

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     Section  6.     Notice.  Notice  of  regular  meetings  of  the  board  of
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directors  need  not  be given.  Notice of every special meeting of the board of
directors  shall be given to each director at his usual place of business, or at
such  other  address  as shall have been furnished by him for the purpose.  Such
notice  shall  be  given  at  least  twenty-four  hours  before  the  meeting by
telephone,  by personal delivery, by commercial courier, by mail or by facsimile
transmission.  Such  notice  need  not include a statement of the business to be
transacted  at,  or  the  purpose  of,  any  such  meeting.

     Section  7.     Quorum.  A  majority of the entire Board shall constitute a
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quorum for the transaction of business at any meeting of the board of directors,
provided,  that  if  less than a majority of the entire board is present at said
meeting,  a  majority of the directors present may adjourn the meeting from time
to  time  until  a  quorum  is  obtained without further notice.  The act of the
majority  of  the  directors  present  at a meeting at which a quorum is present
shall be the act of the board of directors unless the act of a greater number is
required  by  the certificate of incorporation or the bylaws of the Corporation.

     Section 8.     Compensation.  Directors who are also full time employees of
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the  Corporation  shall  not  receive  any  compensation  for  their services as
directors  but they may be reimbursed for reasonable expenses of attendance.  By
resolution  of the board of directors, all other directors may receive either an
annual  fee  or  a  fee  for  each  meeting  attended,  or both, and expenses of
attendance, if any, at each regular or special meeting of the board of directors
or  of  a  committee  of  the  board of directors; provided, that nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
Corporation  in  any  other  capacity  and  receiving  compensation  therefor.

     Section  9.     Committees.  The  board  of  directors  may,  by resolution
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passed by a majority of the entire board, designate one or more committees, each
committee  to consist of two 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 authorize 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.  Each committee shall keep regular minutes of its meetings
and  report  the  same  to  the  board  of  directors  when  required.

     Section  10.     Chairman.  The  chairman  shall preside at all meetings of
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the stockholders and the board of directors.  He shall perform such other duties
as  may  be  prescribed  by  the  board  of  directors.

     Section  11.     Vice-Chairman.  The vice-chairman (if elected by the board
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of  directors) shall, in the absence of the chairman, preside at all meetings of
the stockholders and the board of directors.  He shall perform such other duties
as  may  be  prescribed  by  the  board  of directors and by the chief executive
officer  if  he  does  not  have  that  position.

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     Section  12.     Director  Emeritus.  The  Board  of  Directors  may  by
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resolution  appoint  any  former  director  who  has  retired  from the Board of
Directors  as a Director Emeritus.  Directors Emeritus may, but are not required
to, attend all meetings (regular and special) of the Board of Directors and will
receive  notice of such meetings; however, they shall not have the right to vote
and  they  shall  be  excluded from the number of directors for quorum and other
purposes.  Directors  Emeritus  shall be appointed for one year terms and may be
reappointed  for  up  to  two  additional  one  year  terms.

                                   ARTICLE IV.

                                    Officers

     Section  1.     Number.  The  officers  of  the  Corporation  shall  be  a
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president,  an  executive vice president (if elected by the board of directors),
one or more vice presidents (the number thereof to be determined by the board of
directors),  a  treasurer, a secretary and such other officers as may be elected
in  accordance  with  the  provisions  of  this  Article.

     Section  2.     Election  and  Term  of  Office.  The  officers  of  the
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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
stockholders.  If  the  election  of officers shall not be held at such meeting,
such  election shall be held as soon thereafter as convenient.  Vacancies may be
filled  or  new  offices  created  and  filled  at  any  meeting of the board of
directors.  Each  officer  shall hold office until his successor shall have been
duly  elected  and  shall  have  qualified  or until his death or until he shall
resign  or  shall  have  been  removed  in  the  manner  hereinafter  provided.

     Section  3.     Removal.  Any  officer or agent elected or appointed by the
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board  of  directors  may  be  removed by the board of directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so  removed.

     Section  4.     Vacancies.  A  vacancy  in  any  office  because  of death,
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resignation,  removal, disqualification or otherwise, may be filled by the board
of  directors  for  the  unexpired  portion  of  the  term.

     Section  5.     President.  The  president shall in general be in charge of
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all operations of the Corporation and shall direct and administer the activities
of  the  Corporation  in  accordance  with  the  policies,  goals and objectives
established  by  the chief executive officer and the board of directors.  In the
absence  of  the  chief executive officer, the president shall assume his duties
and responsibilities.  In the absence of the chairman and vice-chairman he shall
preside  at  all  meetings of the stockholders and board of directors.  He shall
perform  such  other  duties  as may be prescribed by the board of directors and
chief  executive  officer  if  he  does  not  have  that  position.

     Section 6.     Chief Executive Officer.  The chief executive officer of the
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Corporation  shall be either the chairman, the vice-chairman or the president as
determined by the board of directors.  The chief executive officer shall provide

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overall  direction  and  administration  of  the business of the Corporation, he
shall  interpret  and  apply  the  policies of the board of directors, establish
basic  policies  within  which the various corporate activities are carried out,
guide  and  develop  long  range  planning  and  evaluate activities in terms of
objectives.  He  may sign (with the secretary or any other proper officer of the
Corporation  thereunto  authorized by the board of directors) if such additional
signature is necessary under the terms of the instrument document being executed
or  under  applicable  law,  stock  certificates  of the Corporation, any deeds,
mortgages,  bonds,  contracts,  or  other  instruments except in cases where the
signing and execution thereof shall be required by law to be otherwise signed or
executed,  and  he may execute proxies on behalf of the Corporation with respect
to  the  voting  of any shares of stock owned by the Corporation.  He shall have
the  power  to (1) designate management committees of employees deemed essential
in the operations of the Corporation, its divisions or subsidiaries, and appoint
members  thereof, subject to the approval of the board of directors; (2) appoint
certain  employees  of  the  Corporation  as  vice  presidents of one or several
divisions or operations of the Corporation, subject to the approval of the board
of  directors,  provided however, that any vice president so appointed shall not
be  an  officer  of  the Corporation for any other purpose; and (3) appoint such
other agents and employees as in his judgment may be necessary or proper for the
transaction  of the business of the Corporation and in general shall perform all
duties  incident  to  the  office  of  chief  executive.

     Section  7.     Executive Vice President.  The executive vice president (if
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elected  by  the  board of directors) shall report to either the chief executive
officer  or  the  president  as  determined  in  the corporate organization plan
established  by  the  board  of  directors.  He shall direct and coordinate such
major  activities  as  shall  be  delegated  to  him  by his superior officer in
accordance  with  policies  established  and instructions issued by his superior
officer,  the  chief  executive  officer,  or  the  board  of  directors.

     Section  8.     Vice  President.  The  board  of directors may elect one or
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several  vice  presidents.  Each vice president shall report to either the chief
executive  officer,  the chief operating officer or the executive vice president
as  determined  in  the  corporate organization plan established by the board of
directors.  Each vice president shall perform such duties as may be delegated to
him by his superior officers and in accordance with the policies established and
instructions  issued by his superior officer, the chief executive officer or the
board  of directors.  The board of directors may designate any vice president as
a senior vice president and a senior vice president shall be senior to all other
vice  presidents and junior to the executive vice president.  In the event there
is  more  than  one senior vice president, then seniority shall be determined by
and  be  the  same as the annual order in which their names are presented to and
acted  on  by  the  board  of  directors.

     Section  9.     The  Treasurer.  The  treasurer  shall  (a) have charge and
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custody  of  and be responsible for all funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such  banks,  trust  companies or other depositories as shall be selected by the
Corporation;  (b)  in  general  perform all the duties incident to the office of
treasurer  and  such other duties as from time to time may be assigned to him by
the  chief  executive  officer,  chief  operating  officer  or  by  the board of
directors.  If  required  by  the board of directors, the treasurer shall give a
bond  for  the faithful discharge of his duties in such sum and with such surety
or  sureties  as  the  board  of  directors  shall  determine.

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     Section  10.     The  Assistant Treasurer.  The assistant treasurer (or, if
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more  than one, the assistant treasurers) shall, in the absence or disability of
the  treasurer,  perform the duties and exercise the powers of the treasurer and
shall  perform  such  other  duties  and  have such other powers as the board of
directors  may  from  time  to  time  prescribe.

     Section  11.     The Secretary.  The secretary shall:  (a) keep the minutes
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of  the  stockholders' and 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 and of the seal of the Corporation and see that the seal
of  the  corporation  is  affixed  to  all stock certificates prior to the issue
thereof  and  to  all  documents,  the  execution  of  which  on  behalf  of the
Corporation  under its seal is duly authorized in accordance with the provisions
of these bylaws or as required by law; (d) be custodian of the corporate records
and  of  the seal of the Corporation and see that the seal of the Corporation is
affixed  to  all  stock  certificates  prior  to  the  issue  thereof and to all
documents, the execution of which on behalf of the Corporation under its seal is
duly  authorized  in  accordance with the provisions of these bylaws; (e) keep a
register of the post office address of each stockholder which shall be furnished
to  the secretary by such stockholder; (f) sign with the chairman, president, or
a  vice  president,  stock  certificates  of the Corporation, the issue of which
shall  have  been  authorized  by resolution of the board of directors; (g) have
general  charge  of  the stock transfer books of the Corporation; (h) in general
perform  all duties incident to the office of secretary and such other duties as
from  time  to time may be assigned to him by the chief executive officer, chief
operating  officer  or  by  the  board  of  directors.

     Section  12.     The  Assistant Secretary.  The assistant secretary (or, if
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more  than one, the assistant secretaries) shall in the absence or disability of
the  secretary,  perform the duties and exercise the powers of the secretary and
shall  perform  such  other  duties  and  have such other powers as the board of
directors  may  from  time  to  time  prescribe.

                                   ARTICLE V.

                                   Fiscal Year

     The  fiscal year of the Corporation shall begin on the first day of January
in  each  year  and  end  on  the  thirty-first  day  of  December in each year.

                                   ARTICLE VI.

                                      Seal

     The board of directors shall provide a corporate seal which shall be in the
form  of  a  circle and shall have inscribed thereon the name of the Corporation
and  the  words  "Corporate  Seal,  Delaware".

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                                  ARTICLE VII.

                                Waiver of Notice

     Whenever any notice whatsoever is required to be given under the provisions
of  these  bylaws or under the provisions of the certificate of incorporation or
under  the  provisions  of  the laws of the state of Delaware, waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or  after  the  time stated therein, shall be deemed equivalent to the giving of
such  notice.

                                  ARTICLE VIII.

                                   Amendments

     Subject to the provisions of the certificate of incorporation, these bylaws
may  be altered, amended or repealed at any regular meeting of the stockholders,
or  at  any  special  meeting of stockholders duly called for that purpose, by a
majority  vote  of  the shares represented and entitled to vote at such meeting;
provided that in the notice of such special meeting notice of such purpose shall
be  given.  Subject  to  the  laws  of the State of Delaware, the certificate of
incorporation and these bylaws, the board of directors may by a majority vote of
those present at any meeting at which a quorum is present amend these bylaws, or
enact such other bylaws as in their judgment may be advisable for the regulation
of  the  conduct  of  the  affairs  of  the  Corporation.

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