ADVANCE FINANCIAL BANCORP

                                     BYLAWS
                           (as amended March 18, 2003)


                                    ARTICLE I
                                Principal Office

         The home office of Advance  Financial  Bancorp (the "Company") shall be
at 1015 Commerce Street in the City of Wellsburg, County of Brooke, in the State
of West  Virginia  or at such other  place  within or without  the State of West
Virginia  as the  board of  directors  shall  from time to time  determine.  The
Company may also have offices at such other  places  within or without the State
of West Virginia 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  office of the  Company or at such
other  place  within  or  without  the  State of West  Virginia  as the board of
directors may determine and as designated in the notice of such meeting.

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

         SECTION 3. Special  Meetings.  Special meetings of the stockholders for
any  purpose  or  purposes  may be called at any time by the  president  or by a
majority of the board of directors or by a committee of the board of  directors,
whose  members will be  designated  from time to time by the board of directors,
and which  committee  will have been  delegated  the power and authority to call
such meetings.

         SECTION 4. Conduct of Meetings.  Annual and special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors. The board of directors shall designate, when present, any director
or the president to preside at such meetings.

         SECTION 5. Notice of Meetings.  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  such duties,
not less than ten days nor more than  sixty  days  before  the  meeting  to each
stockholder of record entitled to vote at such meeting. If mailed,  notice shall
be deemed to be delivered when deposited in the United States mail, addressed to
the  stockholder  at the  address as it appears on the stock  transfer  books or
records of the  Company as of the record  date  prescribed  in Section 6 of this
Article II, with  postage  thereon  prepaid.  If a  stockholder  is present at a
meeting, or in writing waives 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 more than thirty days, or if
after the  adjournment  a new record  date is fixed for the  adjourned  meeting,
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  thirty  days  or  less  or of the  business  to be
transacted at such adjourned meeting,  other than an announcement at the meeting
at which such adjournment is taken.



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         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;  provided,  however,  that the board of directors  may fix a new record
date for the adjourned meeting.

         SECTION 7.  Voting  Lists.  The officer or agent  having  charge of the
stock  transfer  books for shares of the Company  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,  arranged  in
alphabetical  order,  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  office of the Company,  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 the only  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. A majority of the outstanding  shares of the Company
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
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting  from time to time,  subject to the notice  requirements  of
Section 5 of this Article II. 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  by the  stockholder  in the  manner  provided  by the
Certificate  of  Incorporation.  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  or by a
majority  of a  committee  of the  board of  directors,  whose  members  will be
designated from time to time by the board of directors, and which committee will
have been  delegated  the power and  authority  to act on behalf 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 by him.  Directors shall be elected by a plurality of votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.  Unless otherwise provided in the Certificate
of  Incorporation,  by statute,  or by these  Bylaws,  in matters other than the
election of directors, a majority of the shares present in person or represented
by proxy at a lawful meeting and entitled to vote on the subject  matter,  shall
be sufficient to pass on a transaction or matter.

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         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  Company  to the  contrary,  at any  meeting  of the
stockholders of the Company,  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 names 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
bylaws 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, trustee, or conservator may be voted by such
person,  either in person or by proxy,  without a transfer  of such  shares into
such person's  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 such receiver's 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  Company,  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 Company,
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 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 of directors or the  president 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  by the board of  directors  in  advance  of the  meeting  or at the
meeting by the chairman of the meeting 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 of the board of directors  delegated  such power and  authority by the
board of  directors,  shall act as a  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

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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 Company in accordance  with the provisions
of Article II, Section 15 of these Bylaws.

         SECTION  15.  Notice for  Nominations  and  Proposals.  Nominations  of
candidates for election as directors at any annual meeting of  stockholders  may
be made (a) by, or at the  direction of, a majority of the board of directors or
a committee  thereof in accordance with Section 14 of these Bylaws or (b) by any
stockholder  entitled to vote at such annual meeting.  Only persons nominated in
accordance  with the  procedures  set forth in this Section 15 shall be eligible
for election as directors at an annual meeting. Ballots bearing the names of all
the persons who have been  nominated  for  election  as  directors  at an annual
meeting in accordance  with the procedures set forth in this Section 15 shall be
provided for use at the annual meeting.

         Nominations,  other than those made in  accordance  with  Section 14 of
these  Bylaws,  shall be made  pursuant  to  timely  notice  in  writing  to the
Secretary  of the  Company  as set forth in this  Section  15. To be  timely,  a
stockholder's  notice  shall be  delivered  to, or mailed and  received  at, the
principal  office of the Company not less than 60 days prior to the  anniversary
date of the immediately preceding annual meeting of stockholders of the Company;
provided,  however,  that with respect to the first  scheduled  annual  meeting,
notice by the  stockholder  must be so  delivered  or received no later than the
close of business on the tenth day following the day on which notice of the date
of the  scheduled  meeting must be delivered or received no later than the close
of  business  on  the  fifth  day  preceding  the  date  of  the  meeting.  Such
stockholder's  notice shall set forth (a) as to each person whom the stockholder
proposes to nominate  for  election or  re-election  as a director and as to the
stockholder  giving the notice (i) the name, age, business address and residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (iii) the  class and  number  of  shares  of  Company  stock  which are
Beneficially   Owned  (as  defined  in  Article  XIII  of  the   Certificate  of
Incorporation) by such person on the date of such stockholder  notice,  and (iv)
any other  information  relating to such person that is required to be disclosed
in  solicitations of proxies with respect to nominees for election as directors,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including,  but not limited to, information required to be
disclosed by Items 4, 5, 6 and 7 of Schedule 14A to be filed with the Securities
and Exchange  Commission  (or any successors of such items or schedule or, if no
successor  to such items  exists,  then in  accordance  with these items as they
existed  upon  the date of the  adoption  of  these  Bylaws);  and (b) as to the
stockholder  giving the notice (i) the name and  address,  as they appear on the
Company's  books, of such stockholder and any other  stockholders  known by such
stockholder  to be  supporting  such  nominees  and (ii) the class and number of
shares of Company stock which are Beneficially  Owned by such stockholder on the
date  of  such  stockholder  notice  and,  to the  extent  known,  by any  other
stockholders  known by such  stockholder  to be supporting  such nominees on the
date of such stockholder  notice. At the request of the board of directors,  any
person  nominated  by, or at the  direction  of,  the Board  for  election  as a
director at an annual meeting shall furnish to the Secretary of the Company that
information  required to be set forth in a  stockholder's  notice of  nomination
which pertains to the nominee.

         Proposals, other than those made by or at the direction of the board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Company as set forth in this Section 15. For stockholder  proposals to be
included in the Company's proxy materials,  the stockholder must comply with all
the timing and informational  requirements of Rule 14a-8 of the Exchange Act (or
any  successor  regulation  or,  if no  successor  regulation  exists,  then  in
accordance  with the  regulation  as it existed upon the date of the adoption of
these  Bylaws).  With respect to  stockholder  proposals to be considered at the
annual  meeting  of  stockholders  but  not  included  in  the  Company's  proxy
materials, the stockholder's notice

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shall be delivered  to, or mailed and received at, the  principal  office of the
Company not less than 60 days prior to the  anniversary  date of the immediately
preceding  annual meeting of  stockholders  of the Company.  Such  stockholder's
notice  shall set forth as to each  matter  the  stockholder  proposes  to bring
before the annual meeting (a) a brief  description of the proposal desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the annual meeting, (b) the name and address, as they appear on the Company's
books, of the stockholder  proposing such business and, to the extent known, any
other stockholders known by such stockholder to be supporting such proposal, (c)
the class and number of shares of the Company stock which are Beneficially Owned
by the  stockholder  on the date of such  stockholder  notice and, to the extent
known, by any other stockholders known by such stockholder to be supporting such
proposal on the date of such stockholder  notice, and (d) any financial interest
of the stockholder in such proposal (other than interests which all stockholders
would have).

         The board of directors may reject any  nomination  by a stockholder  or
stockholder proposal not timely made in accordance with the requirements of this
Section  15. If the  board of  directors,  or a  designated  committee  thereof,
determines  that the  information  provided in a  stockholder's  notice does not
satisfy the  informational  requirements of this Section 15 in any respect,  the
Secretary of the Company shall notify such  stockholder of the deficiency in the
notice.  The  stockholder  shall have an  opportunity  to cure the deficiency by
providing  additional  information to the Secretary  within such period of time,
not to exceed  five days  from the date such  deficiency  notice is given to the
stockholder,  as the  board of  directors  or such  committee  shall  reasonably
determine. If the deficiency is not cured within such period, or if the board of
directors  or  such  committee   reasonably   determines   that  the  additional
information  provided by the stockholder,  together with information  previously
provided,  does not satisfy the  requirements of this Section 15 in any respect,
then the  board  of  directors  may  reject  such  stockholder's  nomination  or
proposal.  The Secretary of the Company  shall notify a  stockholder  in writing
whether such  stockholder's  nomination  or proposal has been made in accordance
with the time and informational requirements of this Section 15. Notwithstanding
the  procedures set forth in this  paragraph,  if neither the board of directors
nor such committee makes a  determination  as to the validity of any nominations
or proposals by a stockholder, the presiding officer of the annual meeting shall
determine and declare at the annual  meeting  whether the nomination or proposal
was made in  accordance  with the terms of this  Section  15.  If the  presiding
officer determines that a nomination or proposal was made in accordance with the
terms of this Section 15, the  presiding  officer shall so declare at the annual
meeting and ballots  shall be provided  for use at the meeting  with  respect to
such nominee or proposal.  If the presiding officer determines that a nomination
or proposal  was not made in  accordance  with the terms of this Section 15, the
presiding shall so declare at the annual meeting and the defective nomination or
proposal shall be disregarded.

                                   ARTICLE III
                               Board of Directors

         SECTION 1.  General  Powers.  The  business  and affairs of the Company
shall be under the direction of its board of  directors.  The board of directors
shall  annually  elect a  president  from among its members and may also elect a
chairman  of the board  from among its  members.  The board of  directors  shall
designate,  when  present,  any  director  or the  president  to  preside at its
meetings.

         SECTION 2. Number,  Term,  and Election.  The board of directors  shall
consist  of such  number  of  directors,  not less  than  three nor more than 15
(exclusive of directors,  if any, to be elected by holders of preferred stock of
the Corporation,  voting  separately as a class), as shall be provided from time
to time by resolution of the board of directors. The board of directors shall be
classified in accordance  with the  provisions of the Company's  Certificate  of
Incorporation and shall be divided into three classes as nearly

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equal in number as  possible.  The  members of each class shall be elected for a
term of three years and until their successors are elected or qualified.

         SECTION 3. Place of  Meetings.  All annual and special  meetings of the
board of directors  shall be held at the  principal  office of the Company or at
such other place  within or without  the State of West  Virginia as the board of
directors may  determine  and as  designated  in the notice of such meeting,  if
necessary.

         SECTION  4.  Regular  Meetings.  A  regular  meeting  of the  board  of
directors  shall be held  without  other notice than this Bylaw at such time and
date as the board of directors may determine.

         SECTION 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the  president,  the chairman of the board
of directors,  or by one-third of the directors.  The persons authorized to call
special  meetings of the board of directors  may fix any place within or without
the State of West  Virginia as the place for holding any special  meeting of the
board of directors called by such persons.

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

         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 five 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 before, during, or after the meeting. 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 of  Article  III 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 6 of 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 entire
board of directors,  unless a greater number is prescribed by these Bylaws,  the
Certificate of Incorporation, or the laws 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.

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

         SECTION 11. Vacancies.  Any vacancy occurring in the board of directors
shall be filled in accordance  with the provisions of the Company'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.  The term of such director shall be in accordance with
the provisions of the Company's Certificate of Incorporation.

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

         SECTION 13. Compensation.  Directors, as such, may receive a stated fee
for their services. By resolution of the board of directors,  a reasonable fixed
sum, and reasonable  expenses of  attendance,  if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special  committees may be allowed such  compensation  for
actual attendance at committee meetings as the board of directors may determine.
Nothing  herein shall be  construed  to preclude  any director  from serving the
Company in any other capacity and receiving remuneration therefor.

         SECTION  14.  Presumption  of Assent.  A director of the Company who is
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
the  director's  dissent or  abstention  shall be entered in the  minutes of the
meeting or unless the director shall file a written  dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the secretary of the Company
immediately  after the  adjournment of the meeting.  Such right to dissent shall
not apply to a director who votes in favor of such action.

         SECTION 15. Domicile Requirement. Each director of the Company must, at
all times,  maintain a permanent primary domicile within a twenty-five (25) mile
radius of the Company's administrative office located at 1015 Commerce Street in
Wellsburg, West Virginia.

         SECTION 16.  Minimum  Share  Requirement.  Each director of the Company
must be a shareholder of the Company and  beneficially own at least one thousand
(1,000) shares of the Company's Common Stock.

         SECTION 17. Affiliations With Other Depository  Institutions.  A person
is not  eligible to serve as a director  of the  Company if he is a  "management
official" of another "depository institution" or "depository holding company" as
those terms are defined in ss.563f.2 of the  Regulations of the Office of Thrift
Supervision.  If elected  director of the Company,  a person may not  thereafter
serve  or  agree  to  serve  as a  management  official  of  another  depository
institution  or depository  holding  company unless and until his or her term as
director of the Company has expired.

         SECTION 18. Eligibility Requirement.  A person is not eligible to serve
as director if he: (1) is under indictment for, or has ever been convicted of, a
criminal offense, involving dishonesty or

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breach of trust and the penalty for such offense could be imprisonment  for more
than one year; (2) is a person  against whom a federal or state bank  regulatory
agency has issued a cease and desist order for conduct  involving  dishonesty or
breach of trust and that order is final and not  subject to appeal;  3) has been
found either by any federal or state  regulatory  agency whose decision is final
and not  subject  to  appeal,  or by a court  to have  (a)  committed  a  wilful
violation  of  any  law,  rule  or  regulation  governing  banking,  securities,
commodities  or  insurance,  or any final  cease and  desist  order  issued by a
banking, securities, commodities or insurance regulatory agency; or (b) breached
a fiduciary  duty  involving  personal  profit;  or (4) has been  nominated by a
person who would be disqualified from serving as a director of the Company under
Section 18 (1), (2) or (3).

                                   ARTICLE IV
                      Committees of the Board of Directors

         The board of directors may, by resolution  passed by a simple  majority
of a quorum,  designate  one or more  committees,  as they may  determine  to be
necessary or appropriate for the conduct of the business of the Company, and may
prescribe the duties, constitution, and procedures thereof. Each committee shall
consist of one or more directors of the Company.  The board 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 board of directors shall have power,  by the affirmative  vote of a
majority  of the  authorized  number of  directors,  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
Company  provided,  however,  that notice to the board of  directors,  the chief
executive  officer,  the chairman of such  committee,  or the secretary shall be
deemed to constitute  notice to the Company.  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 Company shall include a chief
executive officer,  president,  one or more vice presidents,  a secretary, and a
treasurer,  each of whom shall be elected by the board of directors. The offices
of the  secretary  and  treasurer  may be held  by the  same  person  and a vice
president  may also be  either  the  secretary  or the  treasurer.  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 Company 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 Company
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

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held as soon  thereafter  as possible.  Each  officer  shall hold office until a
successor   shall  have  been  duly  elected  and  qualified,   until  death  or
resignation,  or until removal 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 Company 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 the vote of the
majority of the board of directors whenever, in its judgment, the best interests
of the Company 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 the officer is
also a director of the Company.

                                   ARTICLE VI
                      Contracts, Loans, Checks and Deposits

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

         SECTION 2. Loans. No loans shall be contracted on behalf of the Company
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  Company  shall be signed  by one or more  officers,  employees,  or
agents of the Company in such manner as shall from time to time be determined by
resolution of the board of directors.

         SECTION 4.  Deposits.  All funds of the Company not otherwise  employed
shall be deposited  from time to time to the credit of the Company 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 Company shall be
represented by  certificates  signed by the president or a vice president and by
the  treasurer or by the  secretary  of the Company,  and may be sealed with the
seal of the Company or a facsimile thereof. Any or all of the

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<PAGE>

signatures   upon  a  certificate  may  be  facsimiles  if  the  certificate  is
countersigned by a transfer agent, or registered by a registrar,  other than the
Company  itself or an employee of the Company.  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 Company  with the same effect as if the person were such officer at the date
of its issue.

         SECTION 2. Form of Share  Certificates.  All certificates  representing
shares  issued by the  Company  shall  set forth  upon the face or back that the
Company 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 Company 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 date of issue;
the designation of the series,  if any, which such certificate  represents;  and
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 Delaware
law.

         SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of
the Company shall be made only on its stock transfer  books.  Authority for such
transfer shall be given only by the holder of record thereof or by such person's
legal representative, who shall furnish proper evidence of such authority, or by
the person's  attorney  thereunto  authorized by power of attorney duly executed
and filed with the Company.  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  Company  shall be  deemed by the
Company to be the owner thereof for all purposes.

         SECTION 6. Stock  Ledger.  The stock ledger of the Company shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
ledger,  the list  required  by  Section  7 of  Article  II, or the books of the
Company, or to vote in person or by proxy at any meeting of stockholders.

         SECTION 7. Lost  Certificates.  The board of directors may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Company 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 the owner's legal representative,  to give the Company a bond in
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the Company with respect to the  certificate  alleged to have been lost,
stolen, or destroyed.

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<PAGE>

         SECTION  8.  Beneficial  Owners.  The  Company  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other  person,  whether or not the Company shall have express or
other notice thereof, except as otherwise provided by law.

                                  ARTICLE VIII
                            Fiscal Year; Annual Audit

         The  fiscal  year of the  Company  shall end on the last day of June of
each year.  The Company 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

         Subject to the  provisions  of the  Certificate  of  Incorporation  and
applicable  law, the board of directors may, at any regular or special  meeting,
declare dividends on the Company's  outstanding capital stock.  Dividends may be
paid in cash, in property, or in the Company's own stock.

                                    ARTICLE X
                                 Corporate Seal

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

                                   ARTICLE XI
                                   Amendments

         The Bylaws may be  altered,  amended,  or repealed or new Bylaws may be
adopted in the manner set forth in the Certificate of Incorporation.





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