Paramco Financial Group, Inc.
                    (a Delaware Corporation)

                             BY LAWS


                            ARTICLE I
                   Principal Executive Office

     The principal executive office of Paramco Financial Group,
Inc. (the "Corporation") shall be at 4610 South Ulster Street,
Suite 150, Denver, Colorado 80237.  The Corporation may also have
offices at such other places within or without the State of Texas
as the board of directors shall from time to time determine.

                           ARTICLE II
                          Stockholders

     SECTION 1.     Place of Meetings.  All annual and special
meetings of stockholders shall be held at the principal executive
office of the Corporation or at such other place within or
without the State of Delaware as the board of directors may
determine and as designated in the notice of such meeting.

     SECTION 2.     Annual Meeting.  A meetings of the
stockholders of the Corporation for the election of directors and
for the transaction of any other business of the Corporation
shall be held annually at such date and time as the board of
directors may determine.

     SECTION 3.     Special Meetings. Special meeting of the
stockholders of the Corporation for any purpose or purposes may
be called at any time by the board of directors of the
Corporation, or by a committee of the board of directors which as
been duly designated by the board of directors and whose powers
and authorities, as provided in a resolution of the board of
directors or in the By Laws of the Corporation, include the power
and authority to call such meetings but such special meetings may
not be called by another person or persons.

     SECTION 4.     Conduct of Meetings.  Annual and special
meetings shall be conducted in accordance with these By Laws or
as otherwise prescribed by the board of directors.  The chairman
or the chief executive officer of the Corporation shall preside
at such meetings.

     SECTION 5.     Notice of Meeting.  Written notice stating
the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called shall be mailed by the
secretary or the officer performing his duties, not less than ten
days nor more than fifty days before 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 mail, addressed to the stockholder
at his address as it appears on the stock transfer books or
records of the Corporation as of the record date prescribed in
Section 6, with postage thereon prepaid.  If a stockholder be
present at a meeting, or in writing waive notice thereof before
or after the meeting, notice of the meeting to such stockholder
shall be unnecessary.  When any stockholders' meeting, either
annual or special, is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an
original meeting.  It shall not be necessary to give any notice
of the time and place of any meeting adjourned for less than
thirty days or of the business to be transacted at such adjourned
meeting, other than an announcement at the meeting at which such
adjournment is taken.

     SECTION 6.     Fixing of Record Date.  For the purpose of
determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a
date as the record date for any such determination of
stockholders.  Such date in any case shall be not more than sixty
days, and in case of a meeting of stockholders, not less than ten
days prior to the date on which the particular action, requiring
such determination of stockholders, is to be taken.

     When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof.

     SECTION 7.     Voting Lists.  The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least ten days before each meeting of
stockholders, a complete record of the stockholders entitled to
vote at such meeting or any adjournment thereof, with the address
of and the number of shares held by each.  The record, for a
period of ten days before such meeting, shall be kept on file at
the principal executive office of the Corporation, whether within
or outside the State of Delaware, and shall be subject to inspection
by any stockholder for any purpose germane to the meeting at any
time during usual business hours.  Such record shall also be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder for any
purpose germane to the meeting during the whole time of the
meeting.  The original stock transfer books shall be prima facie
evidence as to who are the stockholders entitled to examine such
record or transfer books or to vote at any meeting of
stockholders.

     SECTION 8.     Quorum.  One-fourth 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 one-fourth of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified.  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 9.     Proxies.  At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact.  Proxies
solicited on behalf of the management shall be voted as directed
by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors.  No proxy
shall be valid after eleven months from the date of its execution
unless otherwise provided in the proxy.

     SECTION 10.    Voting.  At each election for directors every
stockholder entitled to vote at such election shall be entitled
to one vote for each share of stock held.  Unless otherwise
provided by the Certificate of Incorporation, by statute, or by
these By Laws, a majority of those votes cast by stockholders at
a lawful meeting shall be sufficient to pass on a transaction or
matter, except in the election of directors, which election shall
be determined by a plurality of the votes of the shares present
in person or by proxy at the meeting and entitled to vote on the
election of directors.

     SECTION 11.    Voting of Shares in the Name of Two or More
Persons.  When ownership of stock stands in the name of two or
more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders
of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is
entitled.  In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose
name shares of stock stand, the vote or votes to which these
persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at
such meeting, but no votes shall be cast for such stock if a
majority cannot agree.

     SECTION 12.    Voting of Shares by Certain Holders.  Shares
standing in the name of another corporation may be voted by any
officer, agent or proxy as the By Laws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by
him, either in person or by proxy, without a transfer of such
shares into his name.  Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer
of such shares into his name.  Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or
under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so
is contained in an appropriate order of the court or other public
authority by which such receiver was appointed.

     A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee and thereafter the pledgee shall be entitled
to vote the shares so transferred.

     Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of
directors of such other corporation are held by the Corporation,
shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of
any meeting.

     SECTION 13.    Inspectors of Election.  In advance of any
meeting of stockholders, the chairman of the board or the board
of directors may appoint any persons, other than nominees for
office, as inspectors of election to act at such meeting or any
adjournment thereof.  The number of inspectors shall be either
one or three.  If the board of directors so appoints either one
or three inspectors, that appointment shall not be altered at the
meeting.  If inspectors of election are not so appointed, the
chairman of the board may make such appointment at the meeting.
In case any person appointed as inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment
in advance of the meeting or at the meeting by the chairman of
the board or the president.

     Unless otherwise prescribed by applicable law, the duties of
such inspectors shall include: determining the number of shares
of stock and the voting power of each share, the shares of stock
represented at the  meeting, the existence of a quorum, the
authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining
the result; and such acts as may be proper to conduct the
election or vote with fairness to all stockholders.

     SECTION 14.    Nominating Committee.  The board of directors
or a committee appointed by the board of directors shall act as
nominating committee for selecting the management nominees for
election as directors.  Except in the case of a nominee
substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver
written nominations to the secretary at least twenty days prior
to the date of the annual meeting.  Provided such committee makes
such nominations, no nominations for directors except those made
by the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in
writing and delivered to the secretary of the Corporation in
accordance with the provisions of the Corporation's Certificate
of Incorporation.

     SECTION 15.    New Business.  Any new business to be taken
up at the annual meeting shall be stated in writing and filed
with the secretary of the Corporation in accordance with the
provisions of the Corporation's Certificate of Incorporation.
This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers,
directors and committees, but in connection with such reports no
new business shall be acted upon at such annual meeting unless
stated and filed as provided in the Corporation's Certificate of
Incorporation.


                           ARTICLE III
                       Board of Directors

     SECTION 1.     General Powers.  The business and affairs of
the Corporation shall be under the direction of its board of
directors.  The chairman shall preside at all meetings of the
board of directors.

     SECTION 2.     Number, Term and Election.  The number of
directors of the Corporation shall be such number, not less than
one nor more than 15 (exclusive of directors, if any, to be
elected by holders of preferred stock of the Corporation), as
shall be provided from time to time in a resolution adopted by
the board of directors, provided that no decrease in the number
of directors shall have the effect of shortening the term of any
incumbent director, and provided further that no action shall be
taken to decrease or increase the number of directors from time
to time unless at least two-thirds of the directors then in
office shall concur in said action.  Exclusive of directors, if
any, elected by holders of preferred stock, vacancies in the
board of directors of the Corporation, however caused, and newly
created directorships shall be filled by a vote of two-thirds of
the directors then in office, whether or not a quorum, and any
director so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of the class to
which the director has been chosen expires and when the
director's successor is elected and qualified.  The board of
directors shall be classified in accordance with the provisions
of Section 3 of this Article III.

     SECTION 3.     Classified Board.  The board of directors of
the Corporation (other than directors which may be elected by the
holders of preferred stock), shall be divided into three classes
of directors which shall be designated Class I, Class II and
Class III.  The members of each class shall be elected for a term
of three years and until their successors are elected and
qualified.  Such classes shall be as nearly equal in number as
the then total number of directors constituting the entire board
of directors shall permit, exclusive of directors, if any,
elected by holders of preferred stock, with the terms of office
of all members of one class expiring each year.  Should the
number of directors not be equally divisible by three, the excess
director or directors shall be assigned to Classes I or II as
follows: (1) if there shall be an excess of one directorship over
the number equally divisible by three, such extra directorship
shall be classified in Class I; and (2) if there be an excess of
two directorships over a number equally divisible by three, one
shall be classified in Class I and the other in Class II.  At the
organizational meeting of the Corporation, directors of Class I
shall be elected to hold office for a term expiring at the first
annual meeting of stockholders, directors of Class II shall be
elected to hold office for a term expiring at the second
succeeding annual meeting of stockholders and directors of Class
III shall be elected to hold office for a term expiring at the
third succeeding annual meeting thereafter.  Thereafter, at each
succeeding annual meeting, directors of each class shall be
elected for three year terms.  Notwithstanding the foregoing, the
director whose term shall expire at any annual meeting shall
continue to serve until such time as his successor shall have
been duly elected and shall have qualified unless his position on
the board of directors shall have been abolished by action taken
to reduce the size of the board of directors prior to said
meeting.

     Should the number of directors of the Corporation be
reduced, the directorship(s) eliminated shall be allocated among
classes as appropriate so that the number of directors in each
class is as specified in the position(s) to be abolished.
Notwithstanding the foregoing, no decrease in the number of
directors shall have the effect of shortening the term of any
incumbent director.  Should the number of directors of the
Corporation be increased, other than directors which may be
elected by the holders of preferred stock, the additional
directorships shall be allocated among classes as appropriate so
that the number of directors in each class is as specified in the
immediately preceding paragraph.

     Whenever the holders of any one or more series of preferred
stock of the Corporation shall have the right, voting separately
as a class, to elect one or more directors of the Corporation,
the board of directors shall include said directors so elected
and not be in addition to the number of directors fixed as
provided in this Article III.  Notwithstanding the foregoing, and
except as otherwise may be required By Law, whenever the holders
of any one or more series of preferred stock of the Corporation
elect one or more directors of the Corporation, the terms of the
director or directors elected by such holders shall expire at the
next succeeding annual meeting of stockholders.

     SECTION 4.     Regular Meetings.  A regular meeting of the
board of directors shall be held at such time and place as shall
be determined by resolution of the board of directors without
other notice than such resolution.

     SECTION 5.     Special Meetings.  Special meetings of the
board of directors may be called by or at the request of the
chairman, the chief executive officer or one-third of the
directors.  The person calling the special meetings of the board
of directors may fix any place as the place for holding any
special meeting of the board of directors called by such persons.

     Members of the board of the directors may participate in
special meetings by means of telephone conference or similar
communications equipment by which all persons participating in
the meeting can hear each other.  Such participation shall
constitute presence in person.

     SECTION 6.     Notice.  Written notice of any special
meeting shall be given to each director at least two days
previous thereto delivered personally or by telegram or at least
seven days previous thereto delivered by mail at the address at
which the director is most likely to be reached.  Such notice
shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid if mailed
or when delivered to the telegraph company if sent by telegram.
Any director may waive notice of any meeting by a writing filed
with the secretary.  The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.

     SECTION 7.     Quorum.  A majority of the number of
directors fixed by Section 2 shall constitute a quorum for the
transaction of business at any meeting of the board of directors,
but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in
the same manner as prescribed by Section 5 of this Article III.

     SECTION 8.     Manner of Acting.  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 a greater
number is prescribed by these By Laws, the Certificate of
Incorporation, or the General Corporation Law of the State of
Delaware.

     SECTION 9.     Action Without a Meeting.  Any action
required or permitted to be taken by the board of directors at a
meeting may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the
directors.

     SECTION 10.    Resignation.  Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Corporation addressed to the chairman.  Unless
otherwise specified therein such resignation shall take effect
upon receipt thereof by the chairman.

     SECTION 11.    Vacancies.  Any vacancy occurring on the
board of directors shall be filled in accordance with the
provisions of the Corporation's Certificate of Incorporation.
Any directorship to be filled by reason of an increase in the
number of directors may be filled by the affirmative vote of two-
thirds of the directors then in office or by election at an
annual meeting or at a special meeting of the stockholders held
for that purpose.  The term of such director shall be in
accordance with the provisions of the Corporation's Certificate
of Incorporation.

     SECTION 12.    Removal of Directors.  Any director or the
entire board of directors may be removed only in accordance with
the provisions of the Corporation's Certificate of Incorporation.

     SECTION 13.    Compensation.  Directors, as such, may
receive compensation for service on the board of directors.
Members of either standing or special committees may be allowed
such compensation as the board of directors may determine.

     SECTION 14.    Age Limitation.  No person 80 years or more
of age shall be eligible for election, reelection, appointment or
reappointment to the board of the Corporation.  No director shall
serve as such beyond the annual meeting of the Corporation
immediately following the director becoming 80 years of age.
This age limitation does not apply to an advisory director.


                           ARTICLE IV
              Committees of the Board of Directors

     The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, as
they may determine to be necessary or appropriate for the conduct
of the business of the Corporation, and may prescribe the duties,
constitution and procedures thereof.  Each committee shall
consist of one or more directors of the Corporation appointed by
the chairman.  The chairman may designate one or more directors
as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.

     The chairman shall have power at any time to change the
members of, to fill vacancies in, and to discharge any committee
of the board.  Any member of any such committee may resign at any
time by giving notice to the Corporation; provided, however, that
notice to the board, the chairman of the board, the chief
executive officer, the chairman of such committee, or the
secretary shall be deemed to constitute notice to the
Corporation.  Such resignation shall take effect upon receipt of
such notice or at any later time specified therein; and, unless
otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective.  Any member of any such
committee may be removed at any time, either with or without
cause, by the affirmative vote of a majority of the authorized
number of directors at any meeting of the board called for that
purpose.


                            ARTICLE V
                            Officers

     SECTION 1.     Positions.  The officers of the Corporation
shall be a chairman, a president, one or more vice presidents, a
secretary and a treasurer, each of whom shall be elected by the
board of directors.  The board of directors may designate one or
more vice presidents as executive vice president or senior vice
president.  The board of directors may also elect or authorize
the appointment of such other officers as the business of the
Corporation may require.  The officers shall have such authority
and perform such duties as the board of directors may from time
to time authorize or determine.  In the absence of action by the
board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.

     SECTION 2.     Election and Term of Office.  The officers of
the Corporation shall be elected annually by the board of
directors at the first meeting of the board of directors held
after each annual meeting of the stockholders.  If the election
of officers is not held at such meeting, such election shall be
held as soon thereafter as possible.  Each officer shall hold
office until his successor shall have been duly elected and
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.  Election
or appointment of an officer, employee or agent shall not of
itself create contract rights.  The board of directors may
authorize the Corporation to enter into an employment contract
with any officer in accordance with state law; but no such
contract shall impair the right of the board of directors to
remove any officer at any time in accordance with Section 3 of
this Article V.

     SECTION 3.     Removal.  Any officer may be removed by vote
of two-thirds of the board of directors whenever, in its
judgment, the best interests of the Corporation will be served
thereby, but such removal, other than for cause, 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, resignation, removal, disqualification or otherwise,
may be filled by the board of directors for the unexpired portion
of the term.

     SECTION 5.     Remuneration.  The remuneration of the
officers shall be fixed from time to time by the board of
directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the
Corporation.

     SECTION 6.     Age Limitation.  No person 80 or more years
of age shall be eligible for election, reelection, appointment or
reappointment as an officer of the Corporation.  No officer shall
serve beyond the annual meeting of the Corporation immediately
following the officer becoming 80 or more years of age.


                           ARTICLE VI
              Contracts, Loans, Checks and Deposits

     SECTION 1.     Contracts.  To the extent permitted by
applicable law, and except as otherwise prescribed by the
Corporation's Certificate of Incorporation or these By Laws with
respect to certificates for shares, the board of directors or the
executive committee may authorize any officer, employee, or agent
of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Corporation.  Such authority may be general or confined to
specific instances.

     SECTION 2.     Loans.  No loans shall be contracted on
behalf of the Corporation and no evidence of indebtedness shall
be issued in its name unless authorized by the board of
directors.  Such authority may be general or confined to specific
instances.

     SECTION 3.     Checks, Drafts, Etc.  All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by one or more officers, employees or agents of the
Corporation in such manner, including in facsimile form, as shall
from time to time be determined by resolution of the board of
directors.

     SECTION 4.     Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in any of its duly authorized
depositories as the board of directors may select.


                           ARTICLE VII
           Certificates for Shares and Their Transfer

     SECTION 1.     Certificates for Shares.  The shares of the
Corporation shall be represented by certificates signed by the
chairman of the board of directors or the president or a vice
president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile
thereof.  Any or all of the signatures upon a certificate may be
facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation.  If any officer who has
signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before the
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its
issue.

     SECTION 2.     Form of Share Certificates.  All certificates
representing shares issued by the Corporation shall set forth
upon the face or back that the Corporation will furnish to any
stockholder upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights
of the shares of each class authorized to be issued, the
variations in the relative rights and preferences between the
shares of each such series so far as the same have been fixed and
determined, and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent
series.

     Each certificate representing shares shall state upon the
face thereof:  that the Corporation is organized under the laws
of the State of Delaware; the name of the person to whom issued;
the number and class of shares, the designation of the series, if
any, which such certificate represents; the par value of each
share represented by such certificate, or a statement that the
shares are without par value.  Other matters in regard to the
form of the certificates shall be determined by the board of
directors.

     SECTION 3.     Payment for Shares.  No certificate shall be
issued for any share until such share is fully paid.

     SECTION 4.     Form of Payment for Shares.  The
consideration for the issuance of shares shall be paid in
accordance with the provisions of the Corporation's Certificate
of Incorporation.

     SECTION 5.     Transfer of Shares.  Transfer of shares of
capital stock of the Corporation shall be made only on its stock
transfer books.  Authority for such transfer shall be given only
to the holder of record thereof or by his legal representative,
who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Corporation.  Such transfer shall be made only
on surrender for cancellation of the certificate for such shares.
The person in whose name shares of capital stock stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.

     SECTION 6.     Lost Certificates.  The board of directors
may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have
been lost, stolen, or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to
be lost, stolen, or destroyed.  When authorizing such issue of a
new certificate, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate, or his
legal representative, to 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, stolen, or destroyed.


                          ARTICLE VIII
                    Fiscal Year; Annual Audit

     The fiscal year of the Corporation shall end on the last day
of December of each year.  The Corporation shall be subject to an
annual audit as of the end of its fiscal year by independent
public accountants appointed by and responsible to the board of
directors.

                           ARTICLE IX
                            Dividends

     Dividends upon the stock of the Corporation, subject to the
provisions of the Certificate 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 the Corporation's own stock.

                            ARTICLE X
                        Corporation Seal

  The corporate seal of the Corporation shall be in such form as
  the board of directors shall prescribe.

                           ARTICLE XI
                           Amendments

     In accordance with the Corporation's Certificate of
Incorporation, these By Laws may be repealed, altered, amended or
rescinded by the stockholders of the Corporation only by vote of
not less than 75% of the voting power of the outstanding shares
of capital stock of the Corporation entitled to vote generally in
the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that
purpose (provided that notice of such proposed repeal,
alteration, amendment or rescission is included in the notice of
such meeting).  In addition, the board of directors may repeal,
alter, amend or rescind these By Laws by vote of two-thirds of
the board of directors at a legal meeting held in accordance with
the provisions of these By Laws.




                                   PARAMCO FINANCIAL GROUP, INC.