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                                   EXHIBIT 3.2


                                     BYLAWS

                          ACCESS ANYTIME BANCORP, INC.

                             ARTICLE I - HOME OFFICE


         The home office of Access Anytime Bancorp, Inc. (the "Corporation"),
a Delaware corporation, shall be located at 801 Pile Street, in the City of
Clovis, in Curry County, in the State of New Mexico.

                            ARTICLE II - SHAREHOLDERS

         SECTION 1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the home office of the Corporation or at such
other place either within or outside the State of New Mexico as the Board of
Directors may determine.

         SECTION 2. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of directors and for the transaction of any
other business of the Corporation shall be held on such date and at such time
as may be fixed from time to time by the Board of Directors of the
Corporation pursuant to a resolution adopted by a majority of the members of
the Board then in office.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders
for any purposes or purposes may be called at any time by the chairman of the
board, the president, or a majority of the Board of Directors, and shall be
called by the chairman of the board, the president, or the secretary upon the
written request of the holders of not less than one-fifth of all of the
outstanding capital stock of the Corporation entitled to vote at the meeting.
Such written request shall state the purpose or purposes of the meeting and
shall be delivered to the home office of the Corporation addressed to the
chairman of the board, the president, or the secretary.

         SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with rules and procedure adopted by the Board of
Directors. The Board of Directors shall designate, when present, either the
chairman of the board or 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(s) for which the meeting is
called shall be delivered not fewer than 10 nor more than 50 days before the
date of the meeting, either personally or by mail, by or at the direction of
the chairman of the board, the president, or the secretary, or the directors
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the mail, addressed to the shareholder at the

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address as it appears on the stock transfer books or records of the
Corporation as of the record date prescribed in Section 6 of this Article II
with postage prepaid. When any shareholders' meeting, either annual or
special, is adjourned for 30 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 30 days or of the business to be transacted at the 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
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors shall fix in advance a date as the
record date for any such determination of shareholders. Such date in any case
shall be not more than 60 days and, in case of a meeting of shareholders, not
fewer than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment.

         SECTION 7. VOTING LISTS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 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. Such 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 10 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 be 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.

         SECTION 8. 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 shareholders. If less than a majority of
the outstanding shares 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 notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to constitute less than
a quorum.

         SECTION 9. PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his or her
duly authorized attorney in fact. Proxies solicited on behalf of the
management shall be voted as directed by the shareholder or, in the absence
of such direction, as determined by a majority of the Board of Directors. No
proxy shall be valid more than eleven months from the date of its execution
except for a proxy coupled with any interest.

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         SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. If
shares or other securities having voting power stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two
or more persons have the same fiduciary relationship respecting the same
shares, unless the secretary of the Corporation is given written notice to
the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:

          (1)  If only one votes, his or her act binds all;

          (2)  If more than one vote, the act of the majority so voting binds
               all;

          (3)  If more than one vote, but the vote is evenly split on any
               particular matter, each faction may vote the securities in
               question proportionally, or any person voting the shares, or a
               beneficiary, if any, may apply to the Delaware Court of Chancery
               or such other court as may have jurisdiction to appoint any
               additional person to act with the persons so voting the shares,
               which shall then be voted as determined by a majority of such
               persons and the person appointed by the Court. If the instrument
               so filed shows that any such tenancy is held in unequal
               interests, a majority or even split for the purpose of this
               provision shall be a majority or even split in interest.

         SECTION 11. VOTING OF SHARES OF CERTAIN HOLDERS. Shares standing in
the name of another corporation may be voted by an 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, or conservator may be
voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her 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 into his or her 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 shareholder 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.

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         SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, 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. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election
are not so appointed, the chairman of the board or the president may, or on
the request of not fewer than 10 percent of the votes represented at the
meeting shall, make such appointment at the meeting. If appointed at the
meeting, the majority of the votes present shall determine whether one or
three inspectors are to be appointed. 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 board or the president.

         Unless otherwise prescribed by applicable law or by regulations of
the Board, the duties of such inspectors shall include: determining the
number of shares and the voting power of each share, the shares represented
at the meeting, the existence of a quorum, and 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 rights 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 shareholders.

         SECTION 13. NOMINATING COMMITTEE. 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 20 days prior to
the date of the annual meeting. Upon delivery, such nominations shall be
posted in a conspicuous place in each office of the Corporation. No
nominations for directors except those made by the nominating committee shall
be voted upon at the annual meeting unless other nominations by shareholders
are made in writing and delivered to the secretary of the Corporation at
least five days prior to the date of the annual meeting. Upon delivery, such
nominations shall be posted in a conspicuous place in each office of the
Corporation. Ballots bearing the names of all persons nominated by the
nominating committee and by shareholders shall be provided for use at the
annual meeting. However, if the nominating committee shall fail or refuse to
act at least 20 days prior to the annual meeting, nominations for directors
may be made at the annual meeting by any shareholder entitled to vote and
shall be voted upon.

         SECTION 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of shareholders, may be taken without a meeting if consent
in writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.

                        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 Board
of Directors shall annually elect a chairman of

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the board and a president from among its members and shall designate, when
present, either the chairman of the board or the president to preside at its
meetings.

         SECTION 2. NUMBER AND TERM. The initial Board of Directors shall
consist of eight (8) members, which number may be increased or decreased by
the Board of Directors within the range permitted by the Corporation's
Certificate of Incorporation, but no decrease shall shorten an incumbent
director's term of office. The directors, other than those who may be elected
by the holders of any class or series of Preferred Stock, shall be divided
into three classes, as nearly equal in number as reasonably possible, with
the term of office of the first class to expire at the conclusion of the
first annual meeting of stockholders, the term of office of the second class
to expire at the conclusion of the annual meeting of stockholders one year
thereafter and the term of office of the third class to expire at the
conclusion of the annual meeting of stockholders two years thereafter, with
each director to hold office until his or her successor shall have been duly
elected and qualified. At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after their election,
with each director to hold office until his or her successor shall have been
duly elected and qualified.

         SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.

         SECTION 4. QUALIFICATION. Directors need not be the beneficial
owners of shares of capital stock of the Corporation.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the board,
the president, or one-third of the directors. The persons authorized to call
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 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. Such
participation shall constitute presence in person.

         SECTION 6. NOTICE OF SPECIAL MEETING. Written notice of at least 24
hours regarding any special meeting of the Board of Directors or of any
committee designated thereby shall be given to each director in accordance
with the Bylaws, although such notice may be waived by the director. 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 need be specified in the notice of waiver of
notice of such meeting.

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         SECTION 7. QUORUM. A majority of the number of directors fixed by
Section 2 of this 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 in Section 6 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
Bylaws.

         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 of the board or the president. Unless
otherwise specified, such resignation shall take effect upon receipt by the
chairman of the board or the president.

         SECTION 11. VACANCIES. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be
filled only by a majority vote of the directors then in office, though less
than a quorum, and directors so chosen shall hold office for a term expiring
at the annual meeting of stockholders at which the term of office of the
class to which they have been elected expires, and until such directors'
successor shall have been duly elected and qualified.

         SECTION 12. COMPENSATION. Directors, as such, may receive a stated
salary 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.

         SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention shall be entered in the minutes
of the meeting or unless he or she 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 Corporation within five days after the date a copy of the
minutes of the meeting is received. Such right to dissent shall not apply to
a director who voted in favor of such action.

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         SECTION 14. REMOVAL OF DIRECTORS. At a meeting of shareholders
called expressly for that purpose, any director may be removed for cause by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors. If less than the entire Board is to be removed, no one
of the directors may be removed if the votes cast against the removal would
be sufficient to elect a director if then cumulatively voted at an election
of the class of directors of which such director is a part. Whenever the
holders of the shares of any class are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation or a
Preferred Stock Designation, the provisions of this section shall apply, in
respect to the removal of a director or directors so elected, to the vote of
the holders of the outstanding shares of that class and not to the vote of
the outstanding shares as a whole.

         SECTION 15. AGE LIMITATION OF DIRECTORS. No person of an age 70
years or older will be eligible for election, reelection, appointment, or
reappointment to the Board of Directors of the Corporation. No director shall
serve as such beyond the annual meeting of the Corporation immediately
following the attainment of age 70, except as may be specifically waived by
the Board of Directors. The Board of Directors may grant an exception to this
requirement for any initial director of the Corporation who has not attained
the age of 75.

         SECTION 16. INDEMNIFICATION. Each person who shall have served as a
director or an officer of the Corporation, or, at the request of the
Corporation, as a director or an officer of any other corporation,
partnership or joint venture, whether profit or nonprofit, in which the
Corporation (a) owns shares of capital stock, (b) has an ownership interest,
(c) is a member, or (d) is a creditor, and regardless of whether or not such
person is then in office, and the heirs, executors, administrators and
personal representatives of any such person shall be indemnified by the
Corporation to the full extent of the authority of the Corporation to so
indemnify as authorized by the law of Delaware.

                   ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

         SECTION 1. APPOINTMENT. The Board of Directors, by resolution
adopted by a majority of the full board, may designate three or more of the
directors, which shall include the chief executive officer if he is a
director, to constitute an executive committee. The designation of any
committee pursuant to this Article IV and the delegation of authority shall
not operate to relieve the Board of Directors, or any director, of any
responsibility imposed by law or regulation.

         SECTION 2. AUTHORITY. The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority
of the Board of Directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the executive committee; and
except also that the executive committee shall not have the authority of the
Board of Directors with reference to: the declaration of dividends; the
amendment of the charter or bylaws of the Corporation, or recommending to the
stockholders a plan of merger, consolidation, or conversion; the sale, lease,
or other disposition of all or substantially all of the property and assets
of the Corporation otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Corporation; a revocation of any of
the foregoing; or the

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approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.

         SECTION 3. TENURE. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until
the next regular annual meeting of the Board of Directors following his or
her designation and until a successor is designated as a member of the
executive committee.

         SECTION 4. MEETING. Regular meetings of the executive committee may
be held without notice at such times and places as the executive committee
may fix from time to time by resolution. Special meetings of the executive
committee may be called by any member thereof upon not less than one day's
notice stating the place, date, and hour of the meeting, which notice may be
written or oral. Any member of the executive committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof
who attends in person. The notice of a meeting of the executive committee
need not state the business proposed to be transacted at the meeting.

         SECTION 5. QUORUM. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be authorized by
the affirmative vote of a majority of the members present at a meeting at
which a quorum is present.

         SECTION 6. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the executive committee 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 members of the executive committee.

         SECTION 7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.

         SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the president or secretary of the Corporation.
Unless otherwise specified, such resignation shall take effect upon its
receipt; the acceptance of such resignation shall not be necessary to make it
effective.

         SECTION 9. PROCEDURE. The executive committee shall elect a
presiding officer from its members and may fix its own rules of procedure
which shall not be inconsistent with these bylaws. It shall keep regular
minutes of its proceedings and report the same to the Board of Directors for
its information at the meeting held next after the proceedings shall have
occurred.

         SECTION 10. OTHER COMMITTEES. The Board of Directors may by
resolution establish an audit or other committees composed of directors as
they may determine to be necessary or

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appropriate for the conduct of the business of the Corporation and may
prescribe the duties, constitution, and procedures thereof.

                              ARTICLE V - OFFICERS

         SECTION 1. POSITIONS. The officers of the Corporation shall be 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
also designate the chairman of the board and/or vice chairman of the board as
officers. 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 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 a successor has
been duly elected and qualified or until the officer's death, resignation, or
removal in the manner hereinafter provided. Election or appointment of an
officer, employee, or agent shall not of itself create contractual rights.
The Board of Directors may authorize the Corporation to enter into an
employment contract with any officer in accordance with resolutions of the
Board; 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 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 any contractual rights 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 by employment contracts or
by resolution.

               ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         SECTION 1. CONTRACTS. To the extent permitted by resolutions of the
Board, and except as otherwise prescribed by these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation to enter into any

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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 as shall from time to
time be determined by the Board of Directors.

         SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited form time to time to the credit of the
Corporation in any duly authorized depositories as the Board of Directors may
elect.

            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares
of capital stock of the Corporation shall be in such form as shall be
determined by the Board of Directors and approved by the Board. Such
certificates shall be signed by the chief executive officer or by any other
officer of the Corporation authorized by the Board of Directors, attested by
the secretary or an assistant secretary, and sealed with the corporate seal
or a facsimile thereof. The signatures of such officers upon a certificate
may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar other than the Corporation itself or one of its
employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled
and no new certificate shall be issued until the former certificate for a
like number of shares has been surrendered and canceled, except that in the
case of a lost or destroyed certificate, a new certificate may be issued upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

         SECTION 2. 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 by the holder of record or by or her
legal representative, who shall furnish proper evidence of such authority, or
by his or her attorney authorized by a duly executed power of attorney 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 for all purposes.

                    ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT

         The fiscal year of the Corporation shall end on the 31st 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

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public accounts appointed by and responsible to the Board of Directors. The
appointment of such accountants shall be subject to annual ratification by
the shareholders.

                             ARTICLE IX - DIVIDENDS

         Subject only to applicable law and the terms of the Corporation's
charter and the resolutions of the board, the Board of Directors may, from
time to time, declare, and the Corporation may pay, dividends on its
outstanding classes of capital stock which are eligible for dividends.

                           ARTICLE X - CORPORATE SEAL

         The Board of Directors shall provide a Corporation seal which shall
be two concentric circles between which shall be the name of the Corporation.
The year of incorporation or an emblem may appear in the center.

                             ARTICLE XI - AMENDMENTS

         These Bylaws may be amended in a manner consistent with regulations
of the board at any time by a majority vote of the full Board of Directors or
by a majority vote of the votes cast by the stockholders of the Corporation
at any legal meeting.






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