RESTATED BY-LAWS
                                OF
                         AQUENTIUM, INC.


                       ARTICLE I - OFFICERS

      Section 1.    The registered office of the corporation in the State of
Delaware shall be at 725 Market Street, Wilmington, Delaware 19801.

      The registered agent in charge thereof shall be the Company Corporation.

      Section 2.    The corporation may also have offices at such other places
as the Board of Directors may from time to time appoint or the business of the
corporation may require.

                        ARTICLE II - SEAL

      Section 1.   The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware".

               ARTICLE III - STOCKHOLDERS' MEETINGS

     Section 1.     Meetings of stockholders shall be held at the registered
office of the corporation in this state or at such place, either within or
without this state, as may be selected from time to time by the Board of
Directors.

     Section 2.   Annual Meetings: The annual meeting of the stockholders
shall be held on the last Friday of March in each year if not a legal holiday,
and if a legal holiday, then on the next secular day following at 11:00
o'clock A.M., then they shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting. If the annual
meeting for election of directors is not held on the date designated therefor,
the directors shall cause the meeting to be held as soon thereafter as
convenient.

     Section 3.   Election of Directors: Election of the directors of the
corporation shall be by written ballot.

     Section 4.   Special Meetings: Special meetings of the stockholders may
be called at any time by the President, or the Board of Directors, or
stockholders entitled to cast at least one-fifth of the votes which all
stockholders are entitled to cast at the particular meeting.  At any time,
upon written request of any person or persons who have duly called a special
meeting, it shall be the duty of the Secretary to fix the date of the meeting,
to be held not more than sixty days after receipt of the requests, and to give
due notice thereof.  If the Secretary shall neglect or refuse to fix the date
of the meeting and give notice thereof, the person or persons calling the
meeting may do so.

     Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all
stockholders entitled to vote are present and consent.

     Written notice of a special meeting of stockholders stating the time and
place and object thereof, shall be given to each stockholder entitled to vote
thereat at least TEN (10) days before such meeting, unless a greater period of
notice is required by statute in a particular case.

     Section 5.    Quorum: 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 stockholders. If less than a majority of
the outstanding shares entitled to vote is 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 meeting as originally noticed. The stockholders present
at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.

      Section 6.   Proxies:  Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

      A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.

     Section 7.   Notice of Meetings: Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called.

     Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.

     Section 8.   Consent in Lieu of Meeting: Any action required to be taken
at any annual or special meeting of stockholders of a corporation, or any
action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notices and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holder of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

     Section 9.    Stockholder List:  The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. No share of stock upon which any installment is due and unpaid
shall be voted at any meeting. The list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to he held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

                      ARTICLE IV - DIRECTORS

     Section 1.    Number:  The business and affairs of this corporation shall
be managed by its Board of Directors, three (3) in number. The directors need
not be residents of this state or stockholders in the corporation. They shall
be elected by the stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of one year, and
until his earlier resignation or removal.

     Section 2.    Regular Meetings: Regular meetings of the Board shall be
held without notice at the registered office of the corporation, or at such
other time and place as shall be determined by the Board.

     Section 3.    Special Meetings: Special Meetings of the Board may be
called by the President on three (3) days notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
President or Secretary in like manner and like notice on the written request
of a majority of the directors in office.

     Section 4.    Quorum: A majority of the total number of directors shall
constitute a quorum for the transaction of business.

     Section 5.    Consent in Lieu of Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or
committee. The Board of Directors may hold its meetings, and have an office or
offices, outside of this state.

     Section 6.    Conference Telephone: One or more directors may participate
in a meeting of the Board, or a committee of the Board or of the stockholders,
by means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other:
participation in this manner shall constitute presence in person at such
meeting.

     Section 7.    Compensation: Directors as such, shall not receive any
stated salary for their services, but by resolution of the Board, a fixed sum
and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board 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 8.    Removal: Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, except that when cumulative
voting is permitted, if less than the entire Board is to be removed, no
director may be removed without cause if the votes cast against him removal
would be sufficient to elect his if then cumulatively voted at an election of
the entire Board of Directors, or, if there be classes of directors, at an
election of the class of directors of which he is a part.


                       ARTICLE V - OFFICERS

     Section 1.    The executive officers of the corporation shall be chosen
by the directors and shall be a President, Secretary and Treasurer.  The Board
of Directors may also choose a Chairman, one or more Vice Presidents and such
other officers as it shall deem necessary. Any number of offices may be held
by the same person.

     Section 2.    Salaries: Salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

     Section 3.    Term of Office: The officers of the corporation shall hold
office for one year and until their successors are chosen and have qualified.
Any officer or agent elected or appointed by the Board may be removed by the
Board of Directors whenever in its judgement the best interest of the
corporation will be served thereby.

     Section 4.    President: The President shall be the chief executive
officer of the corporation; he shall preside at all meetings of the
stockholders and directors; he shall have general and active management of the
business of the corporation, shall see that all orders and resolutions of the
Board are carried into effect; subject, however, to the right of the directors
to delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation. He shall be Ex-officio a member of
all committees, and shall have the general power and duties of supervision and
management usually vested in the office of President of a corporation.

     Section 5.    Secretary:  The Secretary shall keep the minutes of the
sessions of the Board and all meetings of the stockholders and act as clerk
thereof, and record all the votes of the corporation and the minutes of all
corporate transactions in a book to be kept for that purpose, and shall
perform like duties for all committees of the Board of Directors when
required.  He shall give or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or President, and under
whose supervision he shall be. He shall keep in safe custody the corporate
seal of the corporation, and when authorized by the Board, affix the same to
any instrument requiring it.

     Section 6.   Treasurer: The Treasurer shall have 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 keep the moneys
of the corporation in a separate account to the credit of the corporation. He
shall disburse the funds of the corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the
President and directors, at the regular meetings of the Board, or whenever
they may require it, an account of all his transactions as Treasurer and of
the financial condition of the corporation.

                      ARTICLE VI - VACANCIES

     Section 1.    Any vacancy occurring in any office of the corporation by
resignation, removal or otherwise, shall be filled by the Board of Directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
If at any time, by reason of the death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of these By-Laws.

     Section 2.    Resignations Effective at Future Date: When one or more
directors shall resign from the Board, effective at a future date, a majority
of the directors then in office including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective.

                 ARTICLE VII - CORPORATE RECORDS

     Section 1.     Any stockholder of record, in person or by attorney or
other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect for any
proper purpose the corporation's stock ledger, a list of its stockholders, and
its other books and records, and to make copies or extracts therefrom.  A
proper purpose shall mean a purpose reasonably related to such person's
interest as a stockholder. In every instance where an attorney or other agent
shall be the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in this state or at its principal place of business.

        ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

     Section 1.   The stock certificates of the corporation shall be numbered
and registered in the share ledger and transfer books of the corporation as
they are issued. They shall bear the corporate seal and shall be signed by the
President and Secretary.  Facsimile signatures and corporate seal may be used
on the certificates.

     Section 2.   Transfers:  Transfers of shares shall be made on the books
of the corporation upon surrender of the certificates therefor, endorsed by
the person named in the certificate or by attorney, lawfully constituted in
writing. No transfer shall be made which is inconsistent with Law.

     Section 3.    Lost Certificates: The corporation may issue a new
certificate of stock in the place of any certificate therefore signed by it,
alleged to have been lost, stolen or destroyed, and the corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

     Section 4.    Record Date:  In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders of any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any other action.

     If no record date is fixed:

        (a)    The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held.

        (b)    The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be on the day on
which the first written consent is expressed.

        (c)    The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

        (d)    A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

     Section 5.    Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation from time to time and
to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.

     Section 6.    Reserves:  Before payment of any dividend there may be set
aside out of the net profits of the corporation such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as a
reserve fund 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 abolish any such reserve in the manner in
which it was created.

                ARTICLE IX - MISCELLANEOUS, NOTICE

     Section 1:    Checks: All checks or demands for money and noes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

     Section 2:    Fiscal Year:  The fiscal year shall begin on the first day
of January of each year.

     Section 3:    Notice:  Whenever written notice is required to be given to
any person, it may be given to such person, either personally or by sending a
copy thereof through the mail or by telegram, charges prepaid, to his address
appearing on the books of the corporation, or supplied by him to the
corporation for the purpose of notice.  If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office
for transmission to such person.  Such notice shall specify the place, day and
hour of the meeting and, in the case of a special meeting of stockholders, the
general nature of the business to be transacted.

     Section 4:    Waiver of Notice: Whenever any written notice is required
by statute, or by the Certificate or the By-Laws of this corporation, a 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.  Except in the case of a special meeting of
stockholders, neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting.  Attendance
of a person either in person or by proxy at the such meeting shall constitute
a waiver of notice of such meeting, except where a person attends a meeting
for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.