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                           AMENDED AND RESTATED BYLAWS
                                       OF
                                SPORTSNUTS, INC.


                                    ARTICLE I

                                  Shareholders

               Section 1.1. Annual  Meetings.  An annual meeting of shareholders
shall be held for the election of  directors on such date,  and at such time and
place from time to time designate within four months after the end of the fiscal
year of the  Corporation.  Any other  proper  business may be  transacted  at an
annual meeting. If the annual meeting is not held on the date designated, it may
be held as soon thereafter as convenient and shall be called the annual meeting.

               Section  1.2.   Special   Meetings.   Special   meetings  of  the
shareholders,  for any purpose or purposes,  unless otherwise  prescribed by the
General Corporation Law of the State of Delaware, may be called by the President
or the Board of Directors.  The shareholders do not have the authority to call a
special meeting of the shareholders.

               Section 1.3.         Shareholder Proposals/Nominees.

                  a.  Shareholder  Proposals.   Shareholders  seeking  to  place
shareholder  proposals on the agenda for a shareholders' meeting must (i) notify
the Corporation of such proposal not less than 30 nor more than 60 days prior to
the date of the meeting;  provided,  however,  that if the Corporation  provides
shareholders  with less than 40 days advance  notice of the date of the meeting,
the shareholder  notice must be given no later than the close of business on the
10th day  following  the day the  Corporation's  notice was  mailed or  publicly
disclosed.  Such notice must provide the Corporation  with adequate  information
regarding the proposal.

                  b.  Shareholder  Director  Nominees.   Shareholders   director
nominations  must (i) be in writing and contain adequate  information  about the
nominee;  and (ii) be received by the secretary of the Corporation not less than
30 nor more than 60 days  prior to the date of the  meeting  at which  Directors
will  be  elected;   provided,   however,   that  if  the  Corporation  provides
shareholders  with less than 40 days advance  notice of the date of the meeting,
the shareholder  notice must be given no later than the close of business on the
10th day  following  the day the  Corporation's  notice was  mailed or  publicly
disclosed.

               Section  1.4.  Notice  of  Meetings.  Whenever  shareholders  are
required or permitted to take any action at a meeting,  a written  notice of the
meeting will be given that states the place,  date and hour of the meeting,  and
in the case of a special  meeting,  the  purpose(s)  for which  the  meeting  is
called.  Unless  otherwise  provided by law, the Certificate of Incorporation or
these

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Bylaws,  the written  notice of any meeting  will be given not less than ten nor
more than sixty days before the date of the meeting to each shareholder entitled
to vote at such meeting.  If mailed, such notice will be deemed to be given when
deposited  in  the  United  States  mail,  postage  prepaid,   directed  to  the
shareholder  at  his  or  her  address  as it  appears  in  the  records  of the
Corporation.

               Section 1.5. Waiver of Notice.  A shareholder may waive notice of
any  meeting;   provided  that  a  shareholder's  attendance  at  meeting  shall
constitute waiver of notice of such meeting, except when the shareholder attends
a meeting  for the  express  purpose  of  objecting  to the  transaction  of any
business to be transacted  at the meeting,  and not for the purpose of objecting
to this purpose of the meeting.

               Section 1.6. Adjournments. Any meeting of shareholders, annual or
special,  may adjourn  from time to time to  reconvene at the same or some other
place,  and notice need not be given of any such  adjourned  meeting if the time
and place are announced at the meeting at which the adjournment is taken. At the
adjourned  meeting,  the  Corporation  may transact any business that might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty days, or if the  adjournment a new record date is fixed for the adjourned
meeting,  pursuant to Section 1.3, notice of the adjourned meeting will be given
to each shareholder of record entitled to vote at the meeting.

               Section 1.7.         Record Date.

                  a.  Determination  of Record Date. For purposes of determining
the number and identity of shareholders for any purpose,  the Board of Directors
may fix a date in  advance  as the  record  date for any such  determination  of
shareholders,  provided  that the record  date may not  precede  the date of the
resolution  fixing the record  date.  The record date may not be more than sixty
days prior to the date that the particular action requiring the determination of
shareholders  is to occur. If to determine the  shareholders  entitled to notice
of, or to vote at, a meeting of  shareholders,  the record date may not be fewer
than ten days prior to the meeting. The record date for determining shareholders
for any other  purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution  relating  thereto.  A determination of
shareholders  of  record  entitled  to notice  of,  or to vote at, a meeting  of
shareholders  will apply to any  adjournment  of the meeting;  provided that the
Board of Directors may fix a new record date for the adjourned meeting.

                  b. Failure to Fix Record Date. If the stock transfer books are
not closed and no record  date is fixed for the  determination  of  shareholders
entitled to notice or to vote, or to receive payment of a dividend,  the date on
which the notice is mailed or the Board of Directors  resolution  declaring  the
dividend  is  adopted,  as the case  may be,  will be the  record  date for such
determination of shareholders.

               Section 1.8 List of  Shareholders  Entitled to Vote. At least ten
days before each  meeting of  shareholders,  the officer or agent  charged  with
overseeing the stock transfer books of the  Corporation  will compile a complete
list of the  shareholders  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.  Such  list  will  be  kept on file at the  Corporation's
principal  office for the ten days before the meeting and will be subject to the
inspection of any shareholder during that ten

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day period during normal  business hours for any purpose  related to the meeting
and during the meeting.

               Section 1.9.  Quorum.  Except as  otherwise  provided by law, the
Certificate of  Incorporation,  or these Bylaws,  a majority of the  outstanding
shares of the Corporation  entitled to vote,  represented in person or by proxy,
will constitute a quorum at a meeting of  shareholders.  If less than a majority
of the  outstanding  shares are  represented  at the meeting,  a majority of the
shares so represented  may adjourn the meeting from time to time without further
notice.  If a quorum is present or represented at such  adjourned  meeting,  any
business may be  transacted  that 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 leave less than a quorum.

               Section 1.10.        Voting.

                   a. One Vote Per Share.  Unless  otherwise  provided by the
Certificate  of Incorporation (or action of the Board of Directors as provided
therein) or these Bylaws,  each outstanding share entitled to vote will be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.

                  b.  Required  Vote.   Article  VIII  of  the   Certificate  of
Incorporation  provides  for super-  majority  voting in certain  circumstances.
Except as set forth therein,  or as provided in the General  Corporation  Law of
the State of Delaware,  a majority vote of those shares  present and voting at a
duly  organized  meeting will suffice to defeat or enact any proposal;  provided
that with  respect to votes to elect  directors,  a plurality  of the votes cast
will be sufficient to elect.

                  c. Shares Held By Other Than the Record Owner.  Shares held by
an administrator,  executor, guardian or conservator may be voted by him or her,
in person or by proxy, without the transfer of such shares into his or her name.
Shares held in the name of a trustee may be voted by him or her, in person or by
proxy,  only if the shares are transferred into the trustee's name.  Shares held
in the name of,  by or  under  the  control  of a  receiver  may be voted by the
receiver  without  transferring the shares into the receiver's name if authority
to do so is evidenced in an order from the court that appointed the receiver.  A
shareholder whose shares are pledged shall be entitled to vote his or her shares
until the shares are transferred  into the name of the pledgee,  and thereafter,
the pledgee will be entitled to vote the shares so transferred. Shares belonging
to the  Corporation  or held by it in a  fiduciary  capacity  may not be  voted,
directly or indirectly,  at any meeting,  and will not be counted in determining
the total number of outstanding shares at any given time.

               Section 1.11.        Proxies.

                  a. General. At all meetings of shareholders, a shareholder may
vote by proxy.  Proxies must be written,  signed by the shareholder or by his or
her duly  authorized  attorney-in-  fact,  and filed with the  Secretary  of the
Corporation  before or at the time of a  meeting  where a proxy is  granted.  No
proxy is valid after six months from the date of its execution, unless otherwise
provided in the proxy or coupled with an interest.


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                  b.       Irrevocable Proxies.  A proxy may be irrevocable if
it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocablepower.

                  c.  Revocation of a Proxy. A shareholder  may revoke any proxy
that is not  irrevocable  by  attending  the  meeting and voting in person or by
filing an instrument  in writing  revoking the proxy of by delivering a proxy in
accordance  with  applicable  law bearing a later date to the  Secretary  of the
Corporation.

               Section 1.12.  Shareholder Action by Written Consent
                              Without a Meeting.

     a. Action. Any action required to be taken at any annual or special meeting
of  shareholders  of the  Corporation,  or any  action  that may be taken at any
annual or special meeting of such  shareholders  may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken,  is signed by the holders of  outstanding  stock having not
less than the minimum  number of votes that would be  necessary  to authorize or
take such action at a meeting at which all shares  entitled to vote thereon were
present and voted.

                  b. Notice. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate  under any Section
of the General Corporation Law of Delaware,  if such action had been voted on by
shareholders at a meeting thereof, then the certificate filed under such Section
shall state,  in lieu of any statement  required by such Section  concerning any
vote of shareholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

                                   ARTICLE II

                               Board of Directors

               Section 2.1. Number, Qualifications. The Board of Directors shall
consist  of  that  number  of  directors  as are  set  from  time to time by the
affirmative  vote of a majority  of the members of the Board of  Directors.  The
Board of Directors shall be divided into three classes, with only a single class
subject  to  re-election  in a given  year.  Subject to Section  2.2,  below,  a
director will hold office until the next annual meeting of shareholders at which
his or her class is subject to  re-election  and until his or her  successor  is
elected and qualified. Directors need not be shareholders of the corporation.

               Section  2.2.  Election;  Resignation;  Vacancies.  The  Board of
Directors  will  initially  consist of the  persons  named as  directors  in the
Certificate  of  Incorporation,  and each  director so elected  will hold office
until the first annual meeting of shareholders and until his or her successor is
elected  and  qualified.  At the  first  annual  meeting  of  shareholders,  the
shareholders  will elect directors to serve in all three classes of the Board of
Directors as provided by the Certificate of Incorporation. Thereafter, one class
of directors will be elected each year at either an annual or special meeting of
the  shareholders  to hold  office  for the period of time  designated  for that
class. If there is only one nominee for any directorship, it will be in order to
move  that the  Secretary  cast the  elective  ballot to elect  the  nominee.  A
director may resign at any time on written notice to the

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Corporation.  Any vacancy occurring in the Board of Directors, whether by reason
or death,  resignation,  removal, or an increase in the number of directors, may
be filled by the  affirmative  vote of the majority of the remaining  directors,
though less than a quorum of the Board of Directors, or by election at an annual
meeting or at a special meeting of the shareholders  called for that purpose.  A
director elected to fill a vacancy will be elected for the unexpired term of his
predecessor in office.

               Section 2.3 Regular  Meetings.  A regular meeting of the Board of
Directors for the election of officers and the transaction of any other business
that may properly come before the meeting shall be held  immediately  after, and
at the same  place as,  each  annual  meeting  of  shareholders,  if a quorum of
directors is then present or as soon  thereafter as may be  convenient.  Regular
meetings of the Board of Directors  may be held at such places within or without
the State of Delaware and at such times as the Board of Directors  may from time
to time determine. The Board of Directors may provide, by resolution,  the date,
time and place for the holding of  additional  regular  meetings  without  other
notice than such resolution.

               Section 2.4. Special  Meetings.  Special meetings of the Board of
Directors  may be called by or at the request of the  President or any director.
The person(s)  authorized to call special meetings of the Board of Directors may
fix any  place,  within  or  without  the State of  Delaware,  to hold a special
meeting of the Board of Directors.  Notice of a special meeting must be given to
each director by the person(s)  calling the meeting at least two days before the
meeting.

               Section 2.5. Waiver of Notice. A director may waive notice of any
meeting. A director's attendance at meeting shall constitute waiver of notice of
such meeting;  provided that, when a director  attends a meeting for the express
purpose of objecting to the  transaction of any business to be transacted at the
meeting, the director will not be deemed to have waived notice of such meeting.

               Section 2.6. Telephonic Meetings Permitted.  Members of the Board
of  Directors,  or any  committee  designated  by the  Board of  Directors,  may
participate in a meeting thereof by means of telephonic  conference,  or similar
communications  equipment that permits all persons  participating in the meeting
to hear each other,  and  participation in a meeting pursuant to this Bylaw will
constitute presence at such meeting.

               Section 2.7. Quorum.  Voted Required for Action.  At all meetings
of the Board of  Directors,  a majority  of the whole  Board of  Directors  will
constitute  a quorum for the  transaction  of business.  Unless  required by the
General   Corporation  Law  of  the  State  of  Delaware,   the  Certificate  of
Incorporation or these Bylaws, the vote of a majority of the director present at
a  meeting  at  which a  quorum  is  present  will be the  act of the  Board  of
Directors.  If less than a majority  is present at a meeting,  a majority of the
directors  present may adjourn the  meeting  from time to time  without  further
notice.  Once a quorum has been  established  at a duly organized  meeting,  the
Board  of  Directors  may  continue  to  transact   corporate   business   until
adjournment, notwithstanding the withdrawal of enough members to leave less than
a quorum.

               Section 2.8.         Payment of Expenses.  By resolution of the
Board of  Directors,  directors  may be paid  their  expenses,  if any,  of
attendance at each meeting of the Board of Directors. Directors may be paid also
either a fixed sum for attendance at each meeting of the Board of

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Directors  or a stated  salary as  director.  Such payment will not preclude any
director  from  serving the  Corporation  in any other  capacity  and  receiving
compensation therefor.

               Section  2.9.  Dissent to  Corporate  Action.  A director  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 he
or she (i) enters his or her dissent in the minutes of the  meeting,  (ii) files
written  dissent  to such  action  with  the  Secretary  of the  meeting  before
adjournment,  or (iii) expresses such dissent by written notice to the Secretary
of the Corporation within one (1) day after the adjournment of the meeting.  The
right to  dissent  shall  not  apply to a  director  who  voted in favor of such
action.

               Section 2.10.  Action by Written Consent.  Any action required or
permitted  to be taken at a  meeting  of the  Board  of  Directors  may be taken
without a  meeting  if all  members  of the  Board of  Directors  sign a written
consent  with  respect  to such  action.  Such  consent  shall be filed with the
minutes of proceedings of the Board of Directors.

                                   ARTICLE III

                                   Committees

               Section  3.1.   Committees.   The  Board  of  Directors  may,  by
resolution  passed by a majority of the whole Board of Directors,  designate one
or more committees,  each to consist of one or more of the directors.  The Board
of Directors  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.  In the absence or disqualification of a member of the committee,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether or not constituting a quorum,  may unanimously  appoint another
member  of the Board of  Directors  to act at the  meeting  in place of any such
absent or disqualified  member.  Any such committee,  to the extent permitted by
the General  Corporation Law of the State of Delaware and to the extent provided
in the resolution of the Board of Directors,  will have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers that may require it.

               Section  3.2.  Committee  Rules.  Unless  the Board of  Directors
otherwise  provides,  each  committee  designated  by the Board of Directors may
make, alter and repeal rules for the conduct of its business.  In the absence of
such rules,  each committee will conduct its business  pursuant to Article II of
these Bylaws.


                                   ARTICLE IV

                                    Officers

               Section 4.1.         Officers.  The officers of the Corporation
are  President,  Vice President,  Secretary,  and Treasurer.  Other officers and
assistant  officers may be authorized and elected or appointed by the Board
of Directors. An individual is permitted to hold more than one office.


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               Section 4.2.  Election.  The officers of the Corporation  will be
elected  annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers  is not held at such  meeting,  it will be held as soon  thereafter  as
convenient.  Each officer  will hold office  until his or her  successor is duly
elected and qualified, or until his or her death, resignation or removal.

               Section 4.3.         Removal.  Any officer, elected or appointed,
may be removed by the Board of Directors, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

               Section 4.4.         Vacancy.  A vacancy in any office for any
reason may be filled by majority vote of the Board of Directors, and any
officer so elected will serve for the unexpired portion of the term of such
office.

               Section 4.5. President. The President presides at all meetings of
the Board of Directors and of  shareholders  and has general  charge and control
over the  affairs  of the  Corporation  subject to the Board of  Directors.  The
President  signs  or  countersigns   all   certificates,   contracts  and  other
instruments  of the  Corporation  as  authorized  by the Board of Directors  and
performs  such other  duties  incident to the office or required by the Board of
Directors.

               Section 4.6.         Vice President.  The Vice President
exercises the functions of the President in the President's absence,
 and has such powers and duties as may be assigned to him or
her from time to time by the Board of Directors.

               Section 4.7. Secretary. The Secretary issues all required notices
for meetings of the Board of Directors and of the  shareholders,  keeps a record
of the minutes of the  proceedings of the meetings of the Board of Directors and
of the  shareholders,  has charge of the Corporate Seal and the corporate books,
and makes such  reports and  performs  such other  duties as are incident to the
office or required by the Board of Directors.

               Section 4.8.  Treasurer.  The Treasurer has custody of all monies
and securities of the Corporation, keeps regular books of account, disburses the
funds of the  Corporation,  renders  account  to the Board of  Directors  of all
transactions made on behalf of the Corporation and of the financial condition of
the Corporation from time to time as the Board requires, and performs all duties
incident to the office or properly required by the Board of Directors.

               Section 4.9. Additional  Officers.  The Corporation may have such
additional  officers as the Board of Directors  deems  necessary or  appropriate
including, without limitation, a Chairman of the Board, Chief Executive Officer,
Chief Operating  Officer,  Chief Financial  Officer,  Assistant Vice Presidents,
Assistant Secretaries and Assistant Treasurers.  Each such officer shall perform
those duties as determined or assigned by the Board of Directors.

               Section 4.10.        Salaries.  The salaries of all officers
Will be fixed by the Board of Directors, and may be changed from time to tim
e by a majority vote of the Board of Directors.


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                                    ARTICLE V

                              Certificate of Shares

               Section 5.1.  Certificates.  Certificates  representing shares of
the Corporation  will be in the form  determined by the Board of Directors,  and
will be signed by the President of the Corporation or any officers  permitted by
law,   certifying  the  number  of  shares  owned  by  the  shareholder  in  the
Corporation. Any of or all the signatures on the certificate may be a facsimile.
If any officer,  transfer agent or registrar who has signed,  or whose facsimile
signature  has been placed  upon,  a  certificate  ceases to hold that  position
before the certificate is issued,  it may be issued by the Corporation  with the
same effect as if the officer,  transfer  agent or  registrar  continued to hold
that position at the date of issue.

               Section  5.2.  Lost,  Stolen  or  Destroyed  Stock  Certificates;
Issuance of New Certificates.  If a certificate is lost, stolen or destroyed,  a
new one may be issued on such  terms and  indemnity  to the  Corporation  as the
Board of Directors may prescribe.

                                   ARTICLE VI

                    Indemnification of Directors and Officers

               Section 6.1.         Directors.

                  a. Right to Indemnification Insurance. Every person who was or
is a party to, or is  threatened  to be made a party to, or is  involved  in any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  by reason of the fact that he or she,  or a person of whom he is
the legal  representative,  is or was a  director,  or is or was  serving at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  or as its  representative in another enterprise (an "Indemnitee"),
shall be indemnified  and held harmless by the Corporation to the fullest extent
legally  permissible  under  the  laws of the  State  of  Delaware  against  all
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements)  actually and
reasonably incurred or suffered by him or her in connection  therewith,  subject
to the standards of conduct, the procedures,  and other applicable provisions of
the  General   Corporation  Law  of  the  State  of  Delaware.   Such  right  of
indemnification  is a contract right which may be enforced in any manner desired
by such person. The Corporation may purchase and maintain insurance on behalf of
an Indemnitee  against any liability arising out of such status,  whether or not
the corporation would have the power to indemnify such person.

               b. Inurement.  The right to indemnification shall inure whether
or not the claim  asserted is based on matters  that  predate the adoption of
this Article VII, will  continue as to an Indemnitee  who has ceased to hold the
position by virtue of which he or she was entitled to indemnification,  and
will inure to the benefit of his or her heirs and personal representatives.

                  c. Non-exclusivity of Rights. The right to indemnification and
to the  advancement of expenses  conferred by this Section 6.1 are not exclusive
of any other rights that an  Indemnitee  may have or acquire  under any statute,
bylaw,  agreement,   vote  of  shareholders  or  disinterested  directors,  this
Certificate of Incorporation or otherwise.

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                  d. Advancement of Expenses.  The Corporation  shall, from time
to time,  reimburse or advance to any Indemnitee the funds necessary for payment
of expenses, including attorneys' fees and disbursements, incurred in connection
with  defending  any  proceeding  for  which  he or  she is  indemnified  by the
Corporation,  in advance of the final  disposition of such proceeding;  provided
that, if then required by the General  Corporation Law of the State of Delaware,
the expenses incurred by or on behalf of an Indemnitee may be paid in advance of
the final  disposition of a proceedings  only upon receipt by the Corporation of
an  undertaking  by or on behalf of such  Indemnitee to repay any such amount so
advanced if it is  ultimately  determined by a final and  unappealable  judicial
decision  that  the  Indemnitee  is not  entitled  to be  indemnified  for  such
expenses.

               Section  6.2.  Officers,  Employees  and  Agents.  The  Board  of
Directors  may,  on  behalf of the  Corporation,  grant  indemnification  to any
officer,  employee,  agent or other individual to such extent and in such manner
as the Board of  Directors in its sole  discretion  may from time to time and at
any time determine,  in accordance with the General  Corporation of the State of
Delaware.

                                   ARTICLE VII

                               General Provisions

               Section 7.1.         Fiscal Year.  The fiscal year of the
Corporation will be fixed by the Board of Directors.

               Section 7.2. Amendments.  These Bylaws may be amended or repealed
or new  Bylaws  may  be  adopted  (i)  at any  regular  or  special  meeting  of
shareholders  at which a quorum is  present or  represented,  by the vote of the
holders of a majority  of the shares  entitled  to vote in the  election  of any
directors,  provided notice of the proposed  alteration,  amendment or repeal is
contained  in the  notice  of such  meeting;  or (ii) by  affirmative  vote of a
majority of the Board of Directors at any regular or special meeting thereof.

               Section  7.3.  Books  and  Records;   Examination.   Any  records
maintained by the  corporation in the regular course of its business,  including
its stock ledger,  books of account,  and minute books, may be kept on, or be in
any form of information storage, provided that the record scan be converted into
clearly  legible  form within a  reasonable  time.  The books and records of the
Corporation  may be  kept  outside  of the  State  of  Delaware.  Except  as may
otherwise be provided by the General  Corporation  Law of the State of Delaware,
the  Board of  Directors  will  have the  power to  determine  from time to time
whether  and to  what  extent  and at what  times  and  places  and  under  what
conditions any of the accounts,  records and books of the  Corporation are to be
open to the inspection of any shareholder.

               Section 7.4. Dividends. Subject to the provisions, if any, of the
General  Corporation  Law of  Delaware  and the  Certificate  of  Incorporation,
dividends on the capital shares of the  Corporation may be declared by the Board
of Directors at any regular or special  meeting.  Dividends may be paid in cash,
in property or in shares of the capital  stock.  Before payment of any dividend,
the  Board of  Directors  may set  aside  out of any  funds  of the  Corporation
available  for dividends  such reserves for any purpose that the directors  will
think conducive to the interests of the Corporation.

                                       9

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               Section  7.5.  Seal.  The  Corporation  may  or  may  not  have a
corporate  seal,  as may from time to time be  determined  by  resolution of the
Board of  Directors.  If a  corporate  seal is adopted,  it will have  inscribed
thereon  the  name  of the  corporation  and  the  words  "Corporate  Seal"  and
"Delaware".  The seal may be used by  causing  it or a  facsimile  thereof to be
impressed or affixed or in any manner  reproduced or by causing the word {SEAL},
in brackets, to appear where the seal is required to be impressed or affixed.

                                     10