BYLAWS
                                       OF
                             THE WITCH HAZEL COMPANY
                              A VERMONT CORPORATION
                               ARTICLE 1: OFFICES

     1.     PRINCIPAL  OFFICE.  The  location  of  the  corporation's  principal
executive office shall be as designated at the end of this paragraph.  The board
of  directors  may  change the location of the principal executive office to any
place  within  or  outside  the  State  of  Vermont.

The  principal  executive  office  is  located  at:
RR2  Box  57D,  Norwich,  Vermont  05055
     2.     OTHER  OFFICES.  Branch or subordinate offices may be established at
any  time  and  at  any  place  by  the  board  of  directors.


                             ARTICLE 2: SHAREHOLDERS
1.     PLACE  OF  MEETINGS.  Meetings  of shareholders shall be held at any
place  within  or  outside  the  State  of  Vermont  designated  by the board of
directors and stated in the notice of the meeting.  If no place is so specified,
shareholders'  meetings  shall  be held at the corporation's principal executive
office.

2.     ANNUAL MEETING.  Annual meetings of the shareholders shall be held on the
date  and  time  specified  below.  However,  if this date falls on a weekend or
legal  holiday, then the meeting shall be held at the same time and place on the
next  succeeding full business day.  At this meeting, directors shall be elected
by  a  plurality,  and  any  other  proper  business  within  the  power  of the
shareholders  may  be  transacted.

Date:     September  10
Time:     10:00  a.m.

3.     SPECIAL  MEETINGS; HOW CALLED.  A special meeting of the shareholders may
be  called  at  any  time, for any purpose permitted by the Vermont Corporations
Law, by any of the following: The board of directors, the chairman of the board,
the  president,  any  vice president, or one or more shareholders holding shares
that  in the aggregate are entitled to cast no less than 10 percent of the votes
at  that meeting.  For special meetings called by anyone other than the board of
writing  to  the  chairman  of  the  board,  the  president,  vice president, or
secretary,  specifying  a  time  and date for the proposed meeting (which is not
less than 35 nor more than 60 days after receipt of the request) and the general
nature  of  the  business  to  be transacted.  Within 20 days after receipt' the
officer receiving the request shall cause notice to be given to the shareholders
-entitled to vote at the meeting.  The notice shall state that a meeting will be
held at the time requested by the person(s) calling the meeting, and shall state
the  general nature of the business proposed to be transacted.  If notice is not
given  within  20  days  after  receipt  of  the  request, the person or persons
requesting  the  meeting  may  give the notice.  Nothing in this paragraph shall
limit,  FIX,  or affect the time or notice requirements for shareholder meetings
called  by  the  board  of  directors.

4.     NOTICE  OF  MEETINGS;  TIME  AND  CONTENTS.  Notice  of  meetings of
shareholders  shall  be  sent or otherwise given to each shareholder entitled to
vote not less than 10 nor more than 60 days before the meeting date.  The notice
shall specify the place, date, and hour of the meeting.  It shall also state (a)
for  special meetings, the general nature of the proposed business (and no other
business  my  be  transacted  at the meeting), or (b) for annual meetings, those
matters which the board of directors at the time of giving the notice intends to
present  for  action  by  the shareholders.  If directors are to be elected, the
notice  shall  include  the  names  of  all  nominees and persons whom the board
intends to present for election, as of the date of the notice.  The notice shall
also  state the general nature of any proposed action at the meeting to approve:
(a)     A  transaction  in  which  a  director  has  a  financial  interest;
(b)     An  amendment  of  the  Articles  of  Incorporation;


(c)     A  reorganization;
(d)     A  voluntary  dissolution  of  the  corporation;  or
(e)     A  distribution in dissolution that requires approval of the outstanding
shares.

     The  manner of giving notice and the determination of shareholders entitled
to  receive  notice  shall  be  in  accordance  with  these  bylaws.
5.     MANNER  OF  GIVING  NOTICE;  AFFIDAVIT  OF  NOTICE.  Notice  of  any
shareholders'  meeting  shall  be  given  either  (a)  personally,  or  (b)  by
first-class  mail  or  by  telegraphic  or  other written communication, charges
prepaid,  addressed  to  the  shareholder  at  the  address  appearing  on  the
corporation's  books  or supplied by the shareholder for purposes of notice.  If
the  corporation  has  no such address for a shareholder, notice shall be either
(a)  sent by first- class mail addressed to the shareholder at the corporation's
principal  executive  office,  or  (b) published at least once in a newspaper of
general  circulation  in  the county where the corporation's principal executive
office  is  located.  Notice  is  deemed  to  have been given at the time it was
delivered  personally,  deposited in the mail, or sent by other means of written
communication.

     If  any  notice  or  report  mailed  to  a shareholder at the shareholder's
address  (as specified in the preceding paragraph) is returned marked "unable to
deliver"  at that address, subsequent notices or reports shall be deemed to have
been  duly  given  without further mailing if the corporation holds the document
available  for  the  shareholder  on  written  demand at its principal executive
office  for one year from the date on which the notice or report was sent to the
other  shareholders.
     An  affidavit,  certificate, or declaration of mailing (or other authorized
means  of  delivery)  of  any  notice of shareholders' meeting, report, or other
document  sent  to  shareholders  shall  be executed by the corporate secretary,
assistant  secretary,  or  transfer agent, and filed in the corporation's minute
book.
6.     ADJOURNED  MEETINGS;  NOTICE.  Shareholders' meetings (either annual
or  special) may be adjourned from time to time by a vote of the majority of the
shareholders represented at that meeting in person or by proxy, whether or not a
quorum is present; however, in the absence of a quorum, no other business may be
transacted,  except  as  specifically

authorized  in  these  bylaws.
     If  a  meeting  is  adjourned  to  another time or place, new notice is not
required  if  the  new  time  and  place were announced at the original meeting,
unless  (a)  the  board  sets  a  new  record  date for this purpose, or (b) the
adjournment  is  for  more than 45 days from the original meeting date, in which
case  the  board  must  set a new record date.  If a new record date is set, new
notice shall be given to the shareholders of record as of that date, in the same
manner  as  other notices of meetings.  At an adjourned meeting, the corporation
may  transact  any  business  that  would  be  proper  at  the original meeting.
7.     WAIVER  OF  NOTICE OR CONSENT BY ABSENTEES.  The transactions of any
shareholders'  meeting, either annual or special, however called and noticed and
wherever  held, shall be as valid as though they were had at a meeting duly held
after  regular  call  and  notice, if a quorum is present either in person or by
proxy,  and if each person entitled to vote but not present at the meeting signs
a  written waiver of notice, a consent to holding the meeting, or an approval of
the  minutes.  Shareholders'  signatures  may be obtained either before or after
the  meeting.  The  waiver  of  notice  or  consent  need not specify either the
intended  business  or the purpose of the meeting, except where required by law,
the general nature of the action or proposed action must be stated in the waiver
of  notice  or  consent.  All  written waivers, consents, and approvals shall be
filed  with  the corporate records or made a part of the minutes of the meeting.

Notice  is  also waived by a shareholder's attendance at the meeting, unless the
shareholder  at  the  beginning of the meeting objects to the transaction of any
business  on  the  ground  that the meeting was not lawfully called or convened.
Attendance  and  failure to object to the validity of the meeting, however, does
not  constitute  a  waiver  of  any  right to object expressly, at a meeting, to
consideration  of  matters  required  by law to be included in the notice of the
meeting  which  were  not  so  included.
8.     ACTION  BY WRITTEN CONSENT WITHOUT A MEETING.  Any action that could
be  taken  at  an  annual  or  special  meeting  of shareholders, except for the
election  of directors (see following paragraph), may be taken without a meeting
and  without  prior notice, if a consent in writing, setting forth the action so
taken,  is  signed  by  the  holders  of  outstanding shares having at least the
minimum  number of votes necessary to authorize or take that action at a meeting
at  which  all  shares  entitled to vote on that action were present and voting.

     Directors  may  be  elected without a meeting only by the unanimous written
consent  of  all  shares  entitled to vote for the election of directors, except
that  vacancies the board is entitled to fill (vacancies-other than those caused
by removal of a director) may be filled by the written -consent of a majority of
the  outstanding  shares  entitled  to  vote.
     All  written  consents shall be filed with the secretary of the corporation
and maintained in the corporate records.  Anyone who has given a written consent
may  revoke  it by a writing received by the secretary of the corporation before
written  consents  of  the  number  of shares required to authorize the proposed
action  have  been  filed  with  the  secretary.
     Unless  the  consents  of  all  shareholders  entitled  to  vote  have been
solicited  in  writing,  the secretary shall give prompt notice of any corporate
action  approved  by  the  shareholders without a meeting by less than unanimous
consent,  to  those  shareholders  entitled  to  vote  who have not consented in
writing.  As  to  approvals required by the Vermont Corporations Code, notice of
the  approval  shall  be  given at least ten days before the consummation of any
action  authorized  by  the  approval.  Notice  shall  be  given  in  the manner
specified  in  these  bylaws  for  notice  of  shareholders'  meetings.
9.     RECORD  DATE  FOR  SHAREHOLDER  NOTICE  AND  VOTING.

(a)     For  purposes of determining the shareholders entitled to receive notice
of  and  vote  at
a  shareholders  meeting  or  give written consent to corporate action without a
meeting,  the  board  may  fix in advance a record date that is not more than 60
days nor less than 10 days before the date of any such meeting, or not more than
60  days  before  any  such  action  without  a  meeting.
(b)     If  no  record  date  has  been  fixed:

     (i)     The  record  date  for determining shareholders entitled to receive
notice  of  and  vote  at a shareholders' meeting shall be the business day next
preceding  the  day on which notice is given, or if notice is waived as provided
in these bylaws, the business day next preceding the day on which the meeting is
held;
     (ii)     The  record  date  for  determining  shareholders entitled to give
written  consent to corporate action without a meeting shall be the day on which
the  action  to be approved was taken by the board, or, if the board has not yet
acted,  the  day  on  which  the  first  written  consent  is  given;  and

     (ii)  The  record  date  for any other purpose shall be as set forth in the
section of these bylaws regarding record date for purposes other than notice and
voting.
     (c)     A  determination  of  shareholders  of  record  entitled to receive
notice  of and vote at a shareholders' meeting shall apply to any adjournment of
the  meeting unless the board fixes a new record date for the adjourned meeting.
However,  the  board shall fix a new record date if the adjournment is to a date
more  than  45  days  after  the  date  set  for  the  original  meeting.
     (d)     Except as otherwise required by law, only shareholders of record on
the  corporation's  books  at  the close of business on the record date shall be
entitled to any of the notice and voting rights listed in subsection (a) of this
section, notwithstanding any transfer of shares on the corporation's books after
the  record  date.

10.     QUORUM.  The  presence  in  person  or by proxy of the holders of a
majority  of  the -.shares entitled to vote at any meeting of shareholders shall
constitute  a  quorum for the transaction of business.  The shareholders present
at  a  duly  called  or held meeting at which a quorum was initially present may
continue  to  do  business  unfit adjournment, notwithstanding the withdrawal of
enough  shareholders  to  leave  less  than  a quorum; however, any action taken
(other  than  adjournment) must be approved by at least a majority of the shares
required  to  constitute  a  quorum.

     The shareholders present at a duly called or held meeting at which a quorum
was  initially  present  may  continue  to  do  business  until  adjournment,
notwithstanding  the  withdrawal  of  enough  shareholders  to leave less than a
quorum;  however,  any action taken (other than adjournment) must be approved by
at  least  a  majority  of  the  shares  required  to  constitute  a  quorum.
This  provision cannot be amended or repeated unless the corresponding provision
in  the  Articles  of  Incorporation  is  likewise  amended  or  repealed.
11.  VOTING.  The  corporation shall determine the shareholders entitled to vote
at  any  shareholders'  meeting  in  accordance with bylaw provisions for record
date,  subject  to  applicable  provisions  of  the  Vermont  Corporations  Code
(concerning  the  voting  of shares held by a fiduciary, a corporation, or joint
owners).  Except  as  otherwise provided by law or as otherwise _provided in the
Articles  of Incorporation, each outstanding share shall be entitled to one vote
on  each  matter  submitted  to  a  vote  of  the  shareholders.

The  shareholders  may  vote  by  voice  vote  or  by ballot, except that if any
shareholder so demands before the voting begins, any election for directors must
be by ballot.  On any matter other than the election of directors, a shareholder
may  vote  part  of  his or her shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal.  If a shareholder
does  not  specify  the  number  of  shares being voted, it will be conclusively
presumed that the shareholder's vote covers all shares which that shareholder is
entitled  to  vote.
     If  a  quorum  is  present  (or if a quorum had been present earlier at the
meeting  but  some  -shareholders  have  withdrawn),  the  affirmative vote of a
majority  of  the  shares represented and voting, provided such affirmative vote
also constitutes a majority of the number of shares required for a quorum, shall
be  the act of the shareholders unless the vote of a greater number or voting by
classes  is  required  by  statute  or  by  the  Articles  of  Incorporation.

12.     CUMULATIVE VOTING.  Cumulative voting for the election of directors
is  permitted  if  one  or more shareholders present at the meeting give notice,
before  the  voting begins, of their intention to cumulate votes (i.e., cast for
any  candidate  a  number  of  votes greater than the number of votes which that
shareholder  would  normally be entitled to cast).  If any shareholder has given
such  notice,  and if the candidates' names have been placed in nomination, then
all shareholders entitled to vote may cumulate their votes, giving any nominated
candidate  a  number  of  votes  equal  to the number of directors to be elected
multiplied  by  the  number  of  votes  to  which  that shareholder's shares are
normally  entitled,  or distributing the cumulative number of votes among any or
all  of  the candidates.  The elected directors shall be those candidates (up to
the  number  of  directorships  open  for  election)  receiving  the most votes.

13.     PROXIES.  Every  person  entitled  to vote for directors or on any other
matter  shall  have the right to do so either in person or by one or more agents
authorized  by a written proxy signed by the person and filed with the secretary
of  the  corporation.  A proxy shall be deemed -signed if the shareholder's name
is  placed  on  the proxy (whether by manual signature, typewriting, telegraphic
transmission,  or otherwise) by the shareholder or the shareholder's attorney in
fact.

     A  validly  executed proxy that does not state that it is irrevocable shall
continue  in  full  force  and effect unless (a) it is revoked by the person who
executed  the proxy, either by a writing delivered to the corporation before the
proxy  has  been  voted, or by attendance at the meeting; or (b) the corporation
receives written notice of the shareholder's death or incapacity before the vote
pursuant  to that proxy has been counted- provided, however, that no proxy shall
be  valid  after  the expiration of I I months from the date of the proxy unless
the  proxy  itself  provides  otherwise.
Proxies stating on their face that they are irrevocable shall be governed by the
relevant  sections  of  the  Vermont  Corporations  Code.

14.     VOTING  TRUSTS.  If  any shareholders FILE a voting trust agreement with
the  corporation,  the  corporation  shall  take notice of its terms and trustee
limitations.
          15.     -  ELECTION INSPECTORS.  Before any shareholders' meeting, the
board of directors may appoint any persons other than nominees for office to act
as  election  inspectors.

The  number  of  inspectors  shall  be  either I or 3. If any inspector fails to
appear  or  fails  or  refuses to act, the chairman of the meeting may appoint a
person to FILL that vacancy.  These inspectors shall (a) determine the number of
shares  outstanding  and the voting power of each, the shares represented at the
meeting,  the  existence of a quorum, and the authenticity, validity, and effect
of  proxies; (b) receive votes, ballots, or consents; (c) hear and determine all
challenges  and  questions  in  any  way arising in connection with the right to
vote; (d) count and tabulate all votes or consents; (e) determine when the polls
shall  close;  (f)  determine  the result; and (g) do any other acts that may be
proper  to  conduct  the  election  or  vote  with fairness to all shareholders.

ARTICLE  3:  DIRECTORS
1.     POWERS.  Subject  to the provisions of the Vermont Corporations Code
and  any  limitations in the Articles of Incorporation and these bylaws relating
to  actions requiring approval by the shareholders or by the outstanding shares,
the  business  and affairs of the corporation shall be managed and all corporate
powers  shall  be exercised by or under the direction of the board of directors.

     Without  prejudice  to  these  general  powers,  and  subject  to  the same
limitations,  the  board  of  directors  shall  have  the  power  to:
(a)     Select  and  remove  all  officers,  agents,  and  employees  of  the
corporation;  prescribe  any powers and duties for them that are consistent with
law,  with  the  Articles  of  Incorporation,  and  with these bylaws; fix their
compensation;  and  require  from  them  security  for  faithful  service;
(b)     Change  the  principal executive office or the principal business office
in  the State of Vermont from onejocation to another; qualify the corporation to
do  business  in  any  other state, ,-territory, dependency, or country; conduct
business  within or outside the State of Vermont; and designate any place within
or  outside  the  State  of  Vermont  for  the  holding  of  any  shareholders'

meeting;
     (c)     Adopt,  make  and  use  a  corporate  sea];  prescribe the forms of
certificates  of  stock;  and  alter  the  form  of  the  seal and certificates;
     (d)     Authorize  the  issuance of shares of corporate stock on any lawful
terms,  in  consideration of money paid, labor done, services actually rendered,
debts  or  securities  canceled,  or  tangible  or  intangible property actually
received;  and
(e)     Borrow  money  and  incur indebtedness on behalf of the corporation, and
cause  to  be  executed  and  delivered  for  the corporation's purposes, in the
corporate  name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges,  hypothecations,  and  other  evidences  of  debt  and  securities.

2.     NUMBER  OF  DIRECTORS.
     See  Ammendment

3.     ELECTION  AND TERM OF DIRECTORS.  Directors shall be elected at each
annual  shareholders'  meeting,  to  hold  office until the next annual meeting.
Election  of  directors  by  written  consent  without  a  meeting  requires the
unanimous  written  consent  of  the  outstanding shares entitled to vote.  Each
director,  including  a  director  elected  to fill a vacancy, shall hold office
until  the  expiration  of  the term for which elected and until a successor has
been  elected  and  qualified.

     No reduction of the authorized number of directors shall have the effect of
removing  any  director  before  his  or  her  term  of  office  expires.

4.     VACANCIES.  A  vacancy  in the board of directors shall be deemed to
exist  (a)  if a director dies, resigns, or is removed by the shareholders or an
appropriate  court,  as  provided  in  the  relevant  sections  of  the  Vermont
Corporations Code; (b) if the board of directors declares vacant the office of a
director  who  has  been convicted of a felony or declared of unsound mind by an
order  of  court; (c) if the authorized number of directors is increased; or (d)
if at a shareholders' meeting the shareholders fail to elect the full authorized
number  of  directors.  Vacancies  (except  for  those  caused  by  a director's
removal)  may be filled by approval of the board, or, if the number of directors
then  in  office  Is less than a quorum, by (1) the unanimous written consent of
the  directors  then  in  office,  (2) the affirmative vote of a majority of the
directors  then  in  office  at  a meeting held pursuant to notice or waivers of
notice  complying  with  the  Vermont Corporations Code, or (3) a sole remaining
director.

     Vacancies  on  the  board  caused  by the removal of a director (except for
vacancies  created  when  the  board declares the office of a director vacant as
provided  in  clause  (b)  of the first paragraph of this section) may be filled
only  by  the shareholders, either by majority vote of the shares represented --
and  voting  at  a  meeting  at  which  a quorum is present, or by the unanimous
-written  consent  of  all  shares  entitled  to  vote.
     Any  director may resign effective on giving written notice to the chairman
of  the  board,  the president, the secretary, or the board of directors, unless
the notice specifies a later effective date.  If the resignation is effective at
a  future time, the board of directors may elect a successor to take office when
the  resignation  becomes  effective.
     The  shareholders  may  elect  a director at any time to fill a vacancy not
filled  by  the  board  of  directors.
     The  term of office of a director elected to fill a vacancy shall run until
the  next annual shareholders' meeting, and the director shall hold office until
a  successor  is  elected  and  qualified.
5.     PLACE  OF  MEETINGS.  Regular meetings of the board of directors may
be  held  at any place within or outside the State of Vermont as designated from
time  to time by the board.  In the absence of a - designation, regular meetings
shall  be  held  at the principal executive office -of the corporation.  Special
meetings  of  the  board may be held at any place within or outside the State of
Vermont designated in the notice of the meeting, or if the notice does not state
a  place,  at  the  principal executive office of the corporation.  Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment,  provided  that  all  directors  participating  can hear one another.
6.     ANNUAL  DIRECTORS'  MEETING.  Immediately  after  each  annual
shareholders'  meeting,  the  board of directors shall hold a regular meeting at
the  same place or at any other place designated by the board, to elect officers
and  transact other necessary business as desired.  Notice of this meeting shall
not  be  required  unless  some  place  other  than  the  place  of  the  annual
shareholders'  meeting  has  been  designated.
7.     OTHER REGULAR MEETINGS.  Other regular meetings of the board of directors
shall  be  held without call at times to be fixed by the board of directors from
time  to  time.  Such  regular  meetings  may  be  held  without  notice.
8.     SPECIAL MEETINGS.  Special meetings of the board of directors may be
called for any purpose or purposes at any time by the chairman of the board, the
president,  any  vice  president,  the  secretary,  or  any  two  directors.

     Special  meetings  shall  be  held  on  4 days' notice by mail or 48 hours'
notice  delivered  personally  or  by telephone or telegraph.  Oral notice given
personally  or  by  telephone  may be transmitted either to the director or to a
person at the director's office who can reasonably be expected to communicate it
promptly  to  the director.  Written notice, if used, shall be addressed to each
director  at his or her address shown on the corporate records.  The notice need
not  specify  the  purpose  of the meeting, nor need it specify the place if the
meeting  is  to  be  held  at the principal executive office of the corporation.
9.     WAIVER  OF NOTICE.  Notice of a meeting, if otherwise required, need
not  be given to any director who (a) either before or after the meeting signs a
waiver of notice or a consent to holding the meeting without being given notice,
(b)  signs an approval of the minutes of the meeting, or (c) attends the meeting
without protesting the lack of notice before or at the beginning of the meeting.
Waivers  of notice or consents need not specify the purpose of the meeting.  All
such waivers, consents, and approvals of the minutes, if written, shall be filed
with  the  corporate  records  or  made  a  part  of the minutes of the meeting.
10.     QUORUM.  A  majority  of  the  authorized number of directors shall
constitute  a  quorum  for  the transaction of business, except for adjournment.

     Except  as  otherwise  required by the Vermont Corporations Code, every act
done  or  decision made by a majority of the directors present at a meeting duly
held  at  which  a  quorum  is  present  shall be deemed the act of the board of
directors,  unless  a  different  requirement  is  imposed  by  the  Articles of
Incorporation.
     A  meeting at which a quorum was initially present may continue to transact
business despite the withdrawal of directors, if the action taken is approved by
at  least  a  majority  of  the  quorum  required  for  that  meeting.
     I  1.  ADJOURNMENT  TO  ANOTHER  TIME OR PLACE.  Whether or not a quorum is
present,  a majority of the directors present may adjourn any meeting to another
time  and  place.

12.     NOTICE  OF  ADJOURNED MEETING.  Notice of the time and place of resuming
an  adjourned  meeting  need  not be given if the adjournment is for 24 hours or
less.  If  the adjournment is for more than 24 hours, notice of the new time and
place  shall  be  given,  before  the  time set for resuming the meeting, to any
directors who were not present at the time of adjournment, but need not be given
to  directors  who  were  present  at  the  time  of  adjournment.

13.     ACTION  WITHOUT  A  MEETING  BY WRITTEN CONSENT.  Any action required or
permitted  to be taken by the board of directors may be taken without a meeting,
if  all  members of the board individually or collectively consent in writing to
that  action.  Any  action  by  written  consent shall have the same effect as a
unanimous  vote  of  the board of directors.  All such written consents shall be
filed  with  the  minutes  of  the  proceedings  of  the  board  of  directors.

14.     COMPENSATION  OF  DIRECTORS.  Directors and members of committees of the
board  may  be  compensated  for  their  services,  and  shall be reimbursed for
expenses,  as fixed or determined by resolution of the board of directors.  This
section  shall  not  preclude  any  director  from serving the corporation as an
officer,  agent,  employee, or in any other capacity, and receiving compensation
for  those  services.

15.     REIMBURSEMENT  OF  NONDEDUCTIBLE  COMPENSATION.  If  all  or part of the
compensation,  including  expenses,  paid  by  the  corporation  to  a director,
officer,  employee,  or  agent  is finally determined not to be allowable to the
corporation  as  a federal or state income tax deduction, the director, officer,
employee,  or  agent to whom the payment was made shall repay to the corporation
the  amount  disallowed.  The board of directors shall enforce repayment of each
such  amount  disallowed  by  the  taxing  authorities.


                              ARTICLE 4: COMMITTEES
1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD.  The board of
directors,  by  resolution  adopted  by  a  majority of the authorized number of
directors,  may  create  one  or more committees with the authority of the board
("board  committees"  or  "committees  of  the  board"),  including an executive
committee.  Each board committee shall consist of two or more directors, and may
have  one or more alternate members, also directors.  Appointment of members and
alternate  members requires the affirmative vote of a majority of the authorized
number  of  directors.  Committees  of  the board, to the extent provided in the
board  resolution  establishing  the committee, may be granted any or all of the
powers  and  authority  of  the  board  except  for  the  following:
     (a)     Approving  any  action for which the Vermont Corporations Code also
requires  the  approval  of  the  shareholders  or  of  the  outstanding shares;
(b)     Filling  vacancies  on  the  board  of directors or any committee of the
board;
(c)     Fixing  directors'  compensation for serving on the board or a committee
of  the  board;
(d)     Adopting,  amending,  or  repealing  bylaws;
(e)     Amending  or repealing any resolution of the board of directors which by
its  express  terms  is  not  so  amendable  or  repealable;
     (f)     Making  distributions  to  shareholders,  except  at a rate or in a
periodic
     amount  or  within  a  price range determined by the board of directors; or
(g)     Appointing  other  committees  of  the  board  or  their  members.

2.     MEETINGS  AND  ACTIONS  OF  BOARD  COMMITTEES.  Meetings  and  actionsof
committees  of the board shall be governed by the bylaw provisions applicable to
meetings  and actions of the board of directors as to place of meetings, regular
meetings,  special  meetings,  waiver  of notice, quorum, adjournment, notice of
adjournment,  and action by written consent without a meeting, with such changes
in  the context of those bylaws as are necessary to substitute the committee and
its members for the board of directors and its members, except that (a) the time
of  regular  committee  meetings  may  be determined either by resolution of the
board  of  directors  or  by  resolution of the committee; (b) special committee
meetings  may also be called by resolution of the board of directors; (c) notice
of  special committee meetings shall also be given to all alternate members; and
(d)  alternate  members  shall  have  the  right to attend all meetings of- ffie
committee.  The  board  may  adopt  rules, not inconsistent with the bylaws, for
-the  governance  of  committees  of  the  board.
3.     NON-BOARD  COMMITTEES.  One or more committees without the power and
authority  of  the  board  ("non-board"  committees)  may  be  created  by board
resolution,  for  investigative  and  other appropriate purposes.  Membership on
non-board  committees  is  not  limited  to directors.  To bind the corporation,
actions  of  non-board  committees  must  be ratified by the board of directors.

                               ARTICLE 5: OFFICERS
1.     OFFICERS;  ELECTION.  The  corporation  shall have a Chairman of the
Board  or  a  President,  or  both,  a Secretary, and a Chief Financial Officer.
There may also be other officers as specified in the bylaws or designated by the
board.  Any  number  of offices may be held by the same person.  The officers of
the  corporation  (except  for subordinate officers appointed in accordance with
the  provisions below) shall be elected annually by the board of directors.  All
officers  shall  serve  at  the  pleasure  of  the  board.

2.     PRESIDENT.  Except  to  the  extent  that the bylaws or the board of
directors  assign  specific  powers  and duties to the chairman of the board, if
there  be  such  an  officer,  the  president shall serve as general manager and
president  of the corporation and shall have general supervision, direction, and
control  over  the corporation's business and its officers, with all the general
powers  and  duties  of  management  usually  vested  in  a  corporation's chief
executive  officer  or  president.

     The  president  shall  preside  at  all  shareholders'  meetings, and shall
exercise and perform such other powers and duties as prescribed by the bylaws or
by  the  board of directors.  The president shall also preside at board meetings
if  there  is  no  chairman  of  the  board  or  if  the  chairman  is  absent.

3.     SECRETARY  AND  ASSISTANT SECRETARIES.  The secretary shall have the
following  duties:

     (a)     MINUTES.  The secretary shall be present at and take the minutes of
all  meetings of the shareholders, the board of directors, and committees of the
board.  If the secretary is unable to be present, the secretary or the presiding
officer of the meeting shall designate another person to take the minutes of the
meeting.  The  secretary  shall  keep,  or  cause  to  be kept, at the principal
executive  office or such other place as designated by the board of directors, a
book  of  minutes  of all meetings and actions of the shareholders, the board of
directors, and committees of the board.  The minutes of each meeting shall state
the  following:  The  time  and  place of the meeting; whether it was regular or
special;  if  special,  how  it  was  called  or authorized; the notice given or
waivers  or  consents  obtained-,  the  names  of  directors present at board or
committee meetings; the number of shares present or represented at shareholders'
meetings,  and  an  accurate  account  of  the  proceedings.  ,
     (b)     RECORD  OF  SHAREHOLDERS.  The  secretary shall keep or cause to be
kept,  at  the principal executive office or at the office of the transfer agent
or  registrar,  a record or duplicate record of shareholders.  This record shall
show  the  names of all shareholders and their addresses, the number and classes
of  shares  held  by  each, the number and date of share -certificates issued to
each  shareholder,  and  the number and date of cancellation of any certificates
surrendered  for  cancellation.
     (c)     NOTICE  OF  MEETINGS.  The  secretary  shall  give notice, or cause
notice to be given, of all shareholders' meetings, board meetings, and committee
meetings  for  which  notice  is  required  by statute or by the bylaws.  If the
secretary  or  other  person authorized by the secretary to give notice falls to
act, notice of any meeting may be given by any other officer of the corporation,
The secretary shall maintain records of the mailing or other delivery of notices
and  documents  to  shareholders or directors, as prescribed by the bylaws or by
the  board  of  directors.
     (d)     OTHER  DUTIES.  The  secretary  shall  keep  the  seal  of  the
corporation,  if  any,  in  safe  custody.  The  secretary shall have such other
powers and perform such other duties as prescribed by the bylaws or by the board
of  directors.
(e)     ASSISTANT  SECRETARIES.  In  the absence or disability of the secretary,
the  assistant secretary shall perform the duties and exercise the powers of the
secretary  and shall perform such other duties as may be prescribed by the Board
of  Directors,  the  president  or  the  secretary.

4.     CHIEF  AND  SUBORDINATE  FINANCIAL  OFFICERS.  The  chief  financial
officer shall keep or cause to be kept adequate and correct books and records of
accounts  of  the  properties  and  business  transactions  of  the corporation,
including  accounts  of its assets, liabilities, receipts, disbursements, gains,
losses,  capital,  retained earnings, and shares.  The books of account shall at
all  reasonable  times  be  open  to  inspection  by  any  director.

     The  chief  financial  officer  shall (1) deposit corporate funds and other
valuables  in  the  corporation's  name  and  to  its  credit  with depositories
designated  by  the  board;  (2)  disburse  corporate funds as authorized by the
board;  (3)  whenever  requested  by  the  board  or  the presi 'dent, render -a
statement  of  the  corporation's  financial  condition  and  an  account of all
-transactions  he  or  she  has  conducted  as  chief financial officer; and (4)
exercise  such  other  powers and perform such other duties as prescribed by the
bylaws  or  by  the  board  of  directors.
The  subordinate  financial officers, which may be a treasurer, a controller and
one  or  more assistant treasurers and assistant controllers, shall perform such
duties  and  exercise  such powers as shall be delegated to them by the board of
directors  or  the  chief  financial  officer.

5.     VICE  PRESIDENTS.  There  may  be  one  or  more vice presidents, as
determined  by  the  board.  In  the absence or disability of the president, the
president's  duties  and  responsibilities  shall  be  carried  out  by  the
highest-ranking  available  vice president, or if there are two or more unranked
vice  presidents, by a vice president designated by the board of directors, When
so  acting,  a vice president shall have all the powers of and be subject to all
the restrictions on the president.  Vice presidents shall have such other powers
and  perform such other duties as prescribed by the bylaws or assigned from time
to  time  by  the  board  of  directors  or  the  president.

6.     SUBORDINATE  OFFICERS.  The  board of directors may appoint, and may
empower  the  president  to  appoint,  subordinate  officers  as required by the
corporation's  business,  whose  duties shall be as provided in the bylaws or as
determined  from  time  to  time  by  the  board  of directors or the president.

7.     REMOVAL  AND  RESIGNATION  OF  OFFICERS.  Any  officer chosen by the
board  of  directors  may  be  removed by the board at any time, with or without
cause or notice.  Subordinate officers appointed by persons other than the board
may  be removed at any time, with or without cause or notice, by the board or by
the person by whom appointed.  A removed officer shall have no claim against the
corporation  or  individual  officers or board members arising from such removal
(other  than  any  rights he or she may have to monetary compensation or damages
under  an  employment  contract).

     Any  officer  may  resign  at  any  time  by giving the corporation written
notice.  Unless  otherwise  specified  in  the  notice,  resignations shall take
effect  on the date the notice is received, and acceptance of the resignation is
not  necessary to make it effective.  An officer's resignation or its acceptance
by  the  corporation  shall not prejudice any rights the corporation may have to
monetary  damages  under  an  employment  contract.

8.     VACANCIES  IN  OFFICES.  Vacancies in offices resulting from an officer's
death,  resignation,  removal,  disqualification,  or  any  other cause shall be
FILLED  by  the board or by the if any, authorized by the bylaws or the board to
make  an  appointment  to  that  office.  person,  1

9.     COMPENSATION.  Salaries  of  officers  and other shareholders employed by
the  corporation  shall  be fixed from time to time by the board of directors or
established  under employment agreements approved by the board of directors.  No
officer  shall be prevented from receiving this salary because he or she is also
a  director  of  the  corporation,

10.     REIMBURSEMENT  OF  NONDEDUCTIBLE  COMPENSATION.  If  all  or part of the
compensation,  including  expenses,  paid  by  the  corporation  to  a director,
officer,  employee,  or  agent  is finally determined not to be allowable to the
corporation  as a federal or state income tax deduction, the--director, officer,
employee,  or  agent to whom the payment was made shall repay to the corporation
the  amount  disallowed.  The board of directors shall enforce repayment of each
such  amount  disallowed  by  the  taxing  authorities.


                           ARTICLE 6: INDEMNIFICATION
1.     INDEMNIFICATION  OF  AGENT.  (a)  DEFINITIONS.  For  the purposes of this
section,  "agent"  means any person who is or was a director, officer, employee,
in-house counsel, or other agent of this corporation or its predecessor, and any
person  who  is  or  was  serving  as a director, officer, employee, or agent of
another  corporation,  partnership,  joint venture, trust or other enterprise at
the  request  of  this  corporation  or  its predecessor; "proceeding" means any
threatened, pending, or completed action or proceeding, whether civil, criminal,
administrative,  or investigative; and "expenses" include but are not limited to
attorneys'  fees  and  any  expenses  of establishing a right to indemnification
under  this  section.

     (b)     LAWSUITS  OTHER  THAN  BY  THE CORPORATION.  This corporation shall
have  the  power to indemnify any person who was or is a party, or is threatened
to be made a party to any proceeding (other than an action by or in the right of
this  corporation to procure a judgment in its favor) by reason of the fact that
such person is or was an agent of this corporation, against expenses, judgments,
fines,  settlements,  and  other  amounts  actually  and  reasonably incurred in
connection  with  such  proceeding,  if  the  agent acted in good faith and in a
manner  the  agent  reasonably  believed  to  be  in  the best interests of this
corporation.  If  there  are  criminal  charges,  the  agent  must  have  had no
reasonable  cause  to  believe  that  his  or  her  conduct  was  unlawful.  The
termination  of  any  proceeding  by judgment, order, settlement, conviction, or
plea  of  nolo  contenders  or  its  equivalent  shall  not, of itself, create a
presumption  that  the  agent did not act in good faith and in a manner that the
agent  reasonably  believed  to be in the best interests of this corporation, or
that  the  agent  had  reasonable  cause  to believe that his or her conduct was
unlawful.
     (c)     LAWSUITS  BY  OR  ON  BEHALF  OF THE CORPORATION.  This corporation
shall  -have  the power to indemnify any person who was, is, or is threatened to
be  made  a  party  by reason of the fact that that person is or was an agent of
this corporation, to any threatened, pending, or completed legal action by or in
the  right  of  this  corporation  to  procure  a judgment in its favor, against
expenses  actually  and  reasonably incurred by the agent in connection with the
defense  or  settlement  of  that action, if the agent acted in good faith, in a
manner  the  agent  believed to be in the best interests of this corporation and
its  shareholders,  and  with  such  care,  including  reasonable inquiry, as an
ordinarily  prudent  person would use under similar circumstances.  However, the
corporation  shall  not  indemnify:

     (1)     Any amount paid with respect to a claim, issue, or matter for which
the  agent  has been adjudged liable to this corporation and its shareholders in
the  performance  of  his  or  her  duty,  except for any expenses (exclusive of
judgment or settlement amount) specifically authorized by the court in which the
proceeding  is  or  was  pending,  in  accordance  with  statutory requirements;
     (2)     Any  amount paid in settling or otherwise disposing of a threatened
or  pending  lawsuit,  with  or  without  court  approval;

     _(3),Any expenses incurred in defending a threatened or pending action that
is  -settled  or  otherwise  disposed  of  without  court  approval.
(d)     SUCCESSFUL  DEFENSE BY AGENT.  If the agent is successful on the merits,
the
corporation  shall  indemnify  the  agent  for  expenses actually and reasonably
incurred.
(e)     APPROVAL; WHEN REQUIRED.  Unless indemnification is mandatory because of
the agent'ssuccessful defense on the merits, indemnification can be made only as
to  a  specific case, upon a determination that indemnification is proper in the
circumstances  because the agent has met the applicable standard of conduct, and
must  be  authorized  by  one of the following: (1) a majority vote of the board
with a quorum consisting of directors who are not parties to the proceeding; (2)
independent  legal counsel in a written opinion if a quorum of directors who are
-not  parties  to the proceeding is not available; (3) the affirmative vote of a
majority  of  the outstanding shares entitled to vote and present or represented
at a duly held meeting at which a quorum is present or by the written consent of
a  majority  of the outstanding shares entitled to vote (without counting shares
owned by the person seeking indemnification as either outstanding or entitled to
vote);  or  (4)  the  court  in  which  the  proceeding  is or was pending, upon
application by the corporation, the agent, the agent's attorney, or other person
rendering  services  in  connection  with the defense, regardless of whether the
corporation  opposes  the  application.
     (f)     ADVANCING  EXPENSES.  Expenses  incurred  or  to  be  incurred  in
defending  any  proceeding  may be advanced by this corporation before the final
disposition  of  the proceeding, on receipt of an undertaking by or on behalf of
the  agent  to  repay  the  amount of the advance, unless it shall be determined
ultimately  that  the  agent is entitled to be indemnified as authorized in this
section.
     (g)     OTHER  CONTRACTUAL  RIGHTS.  The  indemnification  provided by this
section shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or  disinterested  directors  or  otherwise,  both  as  to action in an official
capacity  and as to action in another capacity while holding such office, to the
extent  such additional rights to indemnification are authorized in the Articles
of  Incorporation.  The rights to indemnity under this section shall continue as
to  a  person  who  has ceased to be a director, officer, employee, or agent and
shall  inure  to  the benefit of the heirs, executors, and administrators of the
person.  Nothing  contained  in  this  section  shall  affect  any  right  to
indemnification  to  which  persons  other  than  directors and officers of this
corporation  or  any  subsidiary  may  be  entitled  by  contract  or otherwise.
(h)     LIMITATIONS.  No  indemnification  or  advance  shall be made under this
section  (except  where  indemnification  is  required  because  of  the agent's
successful  defense  on  the  merits)  if  it  would  be inconsistent with (i) a
provision  of  the  Articles  of  Incorporation  or  bylaws, a resolution of the
directors  or  shareholders,  or  an agreement in effect at the time the alleged
cause  of  action  accrued  which prohibits or limits indemnification, or (ii) a
condition  expressly  imposed  by  a  court  in  approving  a  settlement.
     (i)     INSURANCE.  If  the  board of directors so decides, the corporation
may  purchase  and  maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in that capacity
or  arising  out  of  the agent's status as such, whether or not the corporation
would  have  the  power  to  indemnify  the  agent  against  that  liability.
Notwithstanding  the  foregoing, if the corporation owns all or a portion of the
shares  of the company issuing the policy of insurance, the insuring company and
the  policy or both shall meet the conditions set forth in Section 317(i) of the
Corporations  Code

     FIDUCIARIES  OF  EMPLOYEE  BENEFIT  PLAN.  The requirements and limitations
imposed  by  this  section  do  not apply to any proceeding against any trustee,
investment  manager,  or  other  fiduciary  of  an employee benefit plan in that
person's  capacity  as such, even though that person may also be an agent of the
corporation.  The corporation shall have the power to indemnify, and to purchase
and  maintain  insurance  on behalf of, any such trustee, investment manager, or
other  fiduciary  of  any  benefit  plan for any of the corporation's directors,
officers,  or  employees  or  those  of  any  of  its  subsidiary  or affiliated
corporations.  Furthermore,  this  section  shall  not  limit  any  right  to
indemnification  that such a trustee, investment manager, or other fiduciary may
have  as  a  contract  right  enforceable  by  law.
     (k)     SURVIVAL  OF  RIGHTS.  The  rights  provided  by this section shall
continue  as  to  a person who has ceased to be an agent, and shall inure to the
benefit  of  the  heirs,  executors,  and  administrators  of  such  person.

     (1)     EFFECT  OF  AMENDMENT.  Any  amendment,  repeal, or modification of
this  section shall not adversely affect an agent's right or protection existing
at  the  time  of  such  amendment,  repeal,  or  modification.

     (m)     SETTLEMENT  OF  CLAIMS.  The  corporation  shall  not  be liable to
indemnify  any
agent under     this section for (a) any amounts paid in settlement of an action
or  claim  effected
without  the     corporation's  written  consent, for which consent shall not be
unreasonably  withheld,
or,  (b)  any     judicial  award, if the corporation was not given a reasonable
and  timely  opportunity
to  participate,  at  its  expense,  in  the  defense  of  such  action.
     (n)     SUBROGATION.  In  the  event  of  payment  under  this section, the
corporation  shall  be  subrogated  to  the extent of such payment to all of the
rights of recovery of the agent, who shall execute all papers required and shall
do  everything  that  may  be  necessary  to  secure these rights, including the
execution  of  such  documents  as  may  be  necessary to enable the corporation
-effectively  to  bring  suit  to  enforce  such  rights.

     (o)     NO  DUPLICATION  OF  PAYMENTS.  The corporation shall not be liable
under  this
section  to     make  any  payment in connection with any claim made against the
agent  to  the  extent
the agent     has otherwise actually received payment, whether under a policy of
insurance,
agreement, vote, or otherwise, of the amounts otherwise indemnifiable under this
section.


                         ARTICLE 7: RECORDS AND REPORTS
1.  SHAREHOLDER  LISTS;  INSPECTION BY SHAREHOLDERS.  The corporation shall
keep at its principal executive office or at the office of its transfer agent or
registrar,  as the board shall determine, a record of the names and addresses of
all  shareholders  and  the  number  and  class  of  shares  held  by  each.

     A  shareholder  or  group  of shareholders holding 5 percent or more of the
outstanding voting shares of the corporation may (a) inspect and copy the record
of  shareholders'  names  and  addresses and shareholdings during usual business
hours,  on  5  days'  prior written demand on the corporation; and/or (b) obtain
from  the  corporation's  transfer  agent,  on  written demand and tender of the
transfer  agent's  usual  charges  for  this  service,  a  list of the names and
addresses  of  shareholders  entitled  to vote for the election of directors and
their  shareholdings,  as  of  the  most recent date for which a record has been
compiled or as of a specified date which is later than the date of demand.  This
list  shall  be made available within 5 days after demand or within 5 days after
the  specified  later  date  as  of  which  the  list  is  to  be  compiled.
     The  record  of  shareholders shall also be open to inspection during usual
business  hours,  on the written demand of any shareholder or holder of a voting
trust  certificate, for a purpose reasonably related to the holder's interest in
the  corporation.  Any  inspection  or copying under this section may be made in
person  or  by  the  holder's  agent  or  attorney.

2.     MAINTENANCE  OF  BYLAWS.  The  corporation  shall  keep  at its principal
executive office, or if its principal executive office is not in Vermont, at its
principal business office in this state, the original or a copy of the bylaws as
amended  to  date,  which shall be open to inspection by the shareholders at all
reasonable  times during office hours.  If the principal executive office of the
corporation  is outside of Vermont and the corporation has no principal business
office in this state, the secretary shall, upon a shareholder's written request,
furnish  to  that  shareholder  a  copy  of  the  bylaws  as  amended  to  date.

3.     MINUTES  AND  ACCOUNTING  RECORDS.  The  minutes  of  proceedings  of the
shareholders,  board  of  directors,  and  committees  of  the  board,  and  the
accounting  books and records shall be kept at the principal executive office of
the  corporation, or at such other place or places as designated by the board of
directors.  The  minutes shall be kept in written form, and the accounting books
and  records  shall be kept either in written form or in a form capable of being
converted into written form.  The minutes and accounting books and records shall
be  open  to inspection during usual business hours on the written demand of any
shareholder  or  holder  of a voting trust certificate, for a purpose reasonably
related  to  the  holder's  interests in the corporation.  The inspection may be
made  in  person  or by an agent or attorney, and includes the right to copy and
make  extracts.  These  rights of inspection shall extend to the records of each
subsidiary  of  the  corporation.

4.     INSPECTION BY DIRECTORS.  Every director shall have the absolute right at
any  reasonable  time to inspect all books, records, and documents of every kind
and  the  physical  properties  of  the  corporation  and each of its subsidiary
corporations.  This  inspection  may  be made by the director in person or by an
agent  or  attorney,  and the right of inspection includes the right to copy and
make  extracts  of  documents.

5.     ANNUAL  REPORT  TO  SHAREHOLDERS.  Inasmuch as, and for as long as, there
are  less  than  100  shareholders,  the  requirement  of  an  annual  report to
shareholders  referred  to  in the relevant sections of the Vermont Corporations
Code  is  expressly  waived.  However,  -,nothing  in  this  provision  shall be
interpreted  as  prohibiting the board of directors from issuing annual or other
periodic  reports  to  the  shareholders,  as  the  board considers appropriate.
6.     FINANCIAL  STATEMENTS.  The  corporation  shall  keep  a copy of any
annual  financial  statement,  quarterly or other periodic income statement, and
accompanying  balance  sheets  on  file in its principal executive office for 12
months;  these documents shall be exhibited (or copies provided) to shareholders
at  all reasonable times.  If no annual report for the last fiscal year has been
sent  to  shareholders, on written request of any shareholder made more than 120
days  after  the close of the fiscal year, the corporation shall deliver or mail
to the shareholder, within 30 days after receipt of the request, a balance sheet
as  of  the  end  of  that  fiscal year and an income statement and statement of
changes  in  financial  position  for  that  fiscal  year.

     A  shareholder or shareholders holding 5 percent or more of the outstanding
shares of any class of stock of the corporation may request in writing an income
statement  for  the  most  recent  three-month,  six-month, or nine-month period
(ending  more than 30 days before the date of the request) of the current fiscal
year,  and  a balance sheet as of the end of that period.  If such documents are
not  already  prepared,  the  chief  financial  officer  shall  cause them to be
prepared  and  shall  deliver  them  personally  or  by  mail  to the requesting
shareholders  within 30 days after the receipt of the request.  A balance sheet,
income  statement,  and  statement of changes in financial position for the last
fiscal  year  shall  also  be  included,  unless  the  corporation has sent 'the
shareholders  an  annual  report  for  the  last  fiscal  year.
     Quarterly  income statements and balance sheets referred to in this section
shall  be  accompanied by the report, if any, of independent accountants engaged
by the corporation, or a certificate by the authorized corporate officer stating
that the financial statements were prepared without audit from the corporation's
books  and  records.

7.     ANNUAL  INFORMATION  STATEMENT. (a) Every year, during the calendar month
in  which  the  original  Articles  of Incorporation were filed with the Vermont
Secretary of State or during the preceding five calendar months, the corporation
shall  file  a  statement  with  the  Secretary of State on the prescribed form,
setting  forth  the  authorized  number  of  directors;  the  names and complete
business  or  residence addresses of the president, the secretary, and the chief
financial  officer;  the street address of the corporation's principal executive
office  or  principal  business office in this state; a statement of the general
type  of  business  constituting  the  principal  business  activity  of  the
corporation,  and  a  designation  of  the  cort)oration's  agent for service of
process,  all  in  compliance with relevant sections of the Vermont Corporations
Code.

     (b)     Notwithstanding the provisions of paragraph (a) of this section, if
there  has been no change in the-inf6rmation contained in the corporation's last
annual  statement  on  file  in the Secretary of State's office, the corporation
may,  in  lieu of filing the annual statement, advise the Secretary of State, on
the  appropriate form, that no changes in the required information have occurred
during  the  applicable  period.
                      ARTICLE 8: GENERAL CORPORATE MATTERS
1.     RECORD  DATE  FOR  DIVIDENDS  AND  DISTRIBUTIONS.  For  purposes  of
determining     the  shareholders  entitled  to  receive payment of dividends or
other  distributions  or
allotment  of     rights,  or  entitled to exercise any rights in respect of any
other  lawful  action  (other
than voting at and receiving notice of shareholders' meetings and giving written
consent  of  the shareholders without a meeting), the board of directors may fix
in  advance a record date not more than 60 nor less than 10 days before the date
of  the dividend payment, distribution, allotment, or other action.  If a record
date  is  so fixed, only shareholders of record at the close of business on that
date  shall  be  entitled to receive the dividend, distribution, or allotment of
rights, or to exercise the other rights, as the case may be, notwithstanding any
transfer  of  any shares on the corporate books after the record date, except as
otherwise  provided  by  statute.
     If  the  board  of  directors does not so fix a record date in advance, the
record date for these purposes shall be at the close of business on the later of
(a)  the day on which the board of directors adopts the applicable resolution or
(b)  the  60th  day  before  the  date  of  the  dividend payment, distribution,
allotment  of  rights,  or  other  action.

2.     AUTHORIZED  SIGNATORIES  FOR  CHECKS.  All  checks, drafts, or other
orders  for  payment of money, notes, and other evidences of indebtedness issued
in  the name of or payable to the corporation shall be signed or endorsed in the
manner  and  by  the  persons  authorized  by  the  board  of  directors.

3.     EXECUTING  CONTRACTS  AND  INSTRUMENTS.  The  board  of  directors  may
authorize  any  of  its officers or agents to enter into any contract or execute
any  instrument in the name of and on behalf of the corporation.  This authority
may  be  general  or  it  may  be  confined to one or more specific matters.  No
officer,  agent,  employee,  or  other person purporting to act on behalf of the
corporation  shall  have  any  power or authority to bind the corporation in any
way,  pledge  its  credit,  or  render  it liable for any purpose in any amount,
unless  that  person  was  acting  with  authority  duly granted by the board of
directors  as  provided in these bylaws, or unless an unauthorized act was later
ratified  by  the  corporation.

4.     SHARE  CERTIFICATES.  One  or  more  certificates  for shares of the
capital stock of the corporation shall be issued to each shareholder when any of
the  shareholder's  shares  are  fully  paid.

     All certificates shall certify the number of shares and the class or series
of  shares  represented by the certificate.  All certificates shall be signed in
the  name  of  the corporation by (a) one of the following: the chairman or vice
chairman  of  the  board of directors, the president, or ANY vice president; and
(b)  one of the following: the chief financial officer, any assistant treasurer,
the  secretary,  or  any  assistant  secretary.  Any  of  the  signatures on the
certificate  may  be  facsimile.  If  a  party who has signed share certificates
ceases  to  be  an  officer or other agent before the certificate is issued, the
corporation  may  issue  the  certificate with the same effect as if that person
-were  an  officer,  transfer  agent,  or  registrar  at  the  date  of  issue.
     The  share  certificates  shall  state,  by  way of appropriate legend, any
restrictions  on  share ownership or transfer, and any other statements required
by  applicable  federal  or  state  securities  regulations.
     5.     LOST OR DESTROYED CERTIFICATES.  Except as provided in this section,
no  new  certificates  for  shares  shall  be issued to replace old certificates
unless  the old certificates are surrendered to the corporation for cancellation
at  the same time.  If share certificates or certificates for any other security
have  been  lost, stolen, or destroyed, the board of directors may authorize the
issuance  of  replacement  certificates on terms and conditions as the board may
require,  which  may include a requirement that the owner give the corporation a
bond  or  other  adequate security sufficient to protect the corporation against
any  claim that may be made against -it (including any expenses or liability) on
account of the alleged loss, theft, or destruction of the old certificate or the
issuance  of  the  replacement  certificate,  or  a  requirement that the person
claiming the certificate for shares was lost or stolen make an affidavit of that
fact.

6.     SHARES  OF  OTHER  CORPORATIONS:  HOW  VOTED.  Shares  of  other
corporations  standing  in  the  name  of this corporation shall be voted by the
president  or  a person designated by the president.  If neither of them is able
to  act,  the  shares  may  be  voted  by  a  person  designated by the board of
directors.  The  authority  to  vote  shares includes the authority to execute a
proxy  in  the  corporation's  name  for  purposes  of  voting  the  shares.

7.     REIMBURSEMENT  OF NONDEDUCTIBLE COMPENSATION.  If all or part of the
compensation,  including  expenses,  paid  by  the  corporation  to  a director,
officer,  employee,  or  agent  is finally determined not to be allowable to the
corporation  as  a federal or state income tax deduction, the director, officer,
employee,  or  agent to whom the payment was made shall repay to the corporation
the  amount  disallowed.  The board of directors shall enforce repayment of each
such  amount  disallowed  by  the  taxing  authorities.

8.     CONSTRUCTION AND DEFINITIONS.  Unless the context requires otherwise, the
general  provisions.-rules  of  construction,  and  definitions  in  the Vermont
Corporations  Code  shall  -govern  the  construction  of these bylaws.  Without
limiting  the  generality  of  this  provision, the singular number includes the
plural,  the  plural  number  includes  the  singular,  and  the term it person"
includes  a  corporation  and  a  natural  person.

9.     TRANSFER  RESTRICTIONS;  RIGHT  OF  FIRST  REFUSAL.  (a)  Any shareholder
wishing  to  sell  or  transfer  shares  of  the  corporation  (Transferring
shareholder")  must  first notify the secretary of the corporation by means of a
writing  (the  "original  notification")  that  states  the  number and class of
shares,  and  the  price  per share, terms of the sale, and name of the proposed
transferee,  if  any.  The corporation shall then have the right to purchase all
of  those  shares  at that price and on those terms.  The corporation shall also
have  the  right  to  purchase  any  number  of  those  shares,  provided  that
shareholders  other than the transferring shareholder (the "other shareholders")
agree to purchase the remainder of the shares which the transferring shareholder
wishes  to  sell  or  transfer.  The  corporation shall exercise either of these
rights  by a written election to purchase ("corporation's election to purchase")
delivered  to  the  shareholder on or before the "corporation's election date, "
which  is  60  days  after  receipt  of  the  original  notification.

     (b)     If the corporation fails to elect to purchase within the prescribed
period,  or  if  it elects to purchase fewer than all of the shares specified in
the original notification, the secretary, within 10 days after the corporation's
election date, shall send or deliver to each of the other shareholders a copy of
the  transferring  shareholder's  original  notification  and a statement of the
number  of  shares  not  being  purchased  by  the  corporation  ("secretary's
statement").  Each of the other shareholders shall then have a right (contingent
on  the  subscription by the corporation and shareholders of the total number of
shares  specified  in  the original notification) to purchase part or all of the
available  number of shares at the price and on the terms stated in the original
notification.  A  shareholder wishing to exercise this right shall return to the
secretary,  within  30  days  after  the  corporation's election date, a written
shareholder's  "notice  of  intent  to  purchase."
     (c)     If  the  total number of shares specified by the other shareholders
in  their  respective  notices  of  intent  to-purchase  exceeds  the  number of
available  shares  specified  in  the  secretary's  -statement,  each purchasing
shareholder  shall  be  entitled  to purchase a fraction of the number of shares
specified  in  that  shareholder's  notice of intent to purchase, which fraction
shall  be equal to the number of shares already held by that shareholder divided
by  the  total  number  of  shares  held by all shareholders who have returned a
notice  of  intent  to  purchase.
(d)     If  fewer than all the shares specified in the original notification are
subscribed  to  under paragraphs (a) and (b) above, each shareholder who desires
additional  shares  shall  be  entitled to purchase a fraction of the shares not
subscribed  to,  which  fraction  shall be equal to the number of shares already
held  by  that  shareholder  divided  by  the total number of shares held by all
shareholders  who  desire  to  purchase  the  remaining  shares.
(e)     Any notice of intent to purchase given under paragraph (b) above, unless
the  shareholder  specifically  states  otherwise  on  the notice, shall also be
considered  an  offer  to purchase the number of shares to which the shareholder
may  be  entitled  under  paragraph  (c)  or  paragraph  (d).
(f)     If  fewer  than all of the shares specified in the original notification
are subscribed to under paragraphs (a), (b), (c), or (d) above, the transferring
shareholder  shall not be required to sell the specified shares, or any of them,
to  the  corporation  or to the other shareholders, but may sell or transfer all
the  specified  shares  to  the  proposed transferee under the terms and for the
price  stated in the original notification; provided, however, (i) that any such
transaction  is  null  and  void  if  it would have the effect of increasing the
corporation's  total  number  of  shareholders  to  more  than 35; (ii) that the
transaction  is  null  and void if it purports to sell or transfer the specified
shares,  or  any  of  them,  at  a lower price or on terms more favorable to the
transferee than those specified in the original notification; and (iii) that the
sale  or transfer, if any, must take place within 6 months after the date of the
original  notification.
     (g)     Unless  otherwise  prohibited  by  law  or  by  the  Articles  of
Incorporation,  the  corporation  -may purchase its own shares from any offering
shareholder;  provided, however, that -the corporation shall not purchase all of
its  outstanding  voting  stock.  Any  sale  or  transfer,  or purported sale or
transfer,  of the corporation's shares by any shareholder shall be null and void
unless  the  terms,  conditions,  and  provisions  set forth herein are strictly
followed.
     (h)     Each  offer,  notice,  or  statement  provided  for  above shall be
considered  given when it is personally delivered to the person to whom it is to
be given, or when it is deposited in the United States mail, by first-class mail
properly  addressed  to  such person and with all postage or other charges fully
prepaid.
(i)     Each  share  certificate  to which the above restrictions are applicable
shall  bear  the following legend: "Ownership of this certificate and the shares
evidenced  by  this  certificate may be sold, assigned, transferred, pledged, or
otherwise  disposed  of or alienated only under and subject to the provisions in
the  article  on  transfer  restrictions  in  this  corporation  I s Articles of
Incorporation.  "

10.     CORPORATE  SEAL.  The corporate seal shall be circular in form, and
shall  have  inscribed  thereon  the  name  of  the corporation, the date of its
incorporation,  and  the  word
"Vermont.
                         ARTICLE  9:  AMENDMENTS

1.     AMENDMENT  OF  ARTICLES OF INCORPORATION.  Unless otherwise provided
under  the     Vermont  Corporations  Code,  amendments  to  the  Articles  of
Incorporation  may  be
adopted  if     approved  by  the  board  and  approved  by  a  majority  of the
outstanding  shares  entitled
to  vote,  either  before  or  after approval by the board.  An amendment to the
Articles of Incorporation shall be effective as of the date that the appropriate
certificate  of  amendment  is  filed  with  the  Secretary  of  State.
2.     AMENDMENT  OF BYLAWS.  Except as otherwise required by law or by the
Articles  of  Incorporation,  these  bylaws  may be amended or repealed, and new
bylaws  may  be  adopted,  by  the  board  of  directors or by a majority of the
outstanding  shares  entitled  to  vote.



                            CERTIFICATE OF SECRETARY
                            ------------------------
     THIS  IS  TO  CERTIFY  that  I  am  the  duly elected, qualified and acting
Secretary  of  the  WITCH HAZEL CONVANY and that the above and foregoing Bylaws,
constituting  a  true  original  copy,  were  duly adopted as the Bylaws of said
corporation  on  September  10,  1994,  by  the  directors  of said corporation.
IN  WITNIESS  WHEREOF,  I  have  hereunto  set  my  hand.
Dated:     September  10,  1994.
                                  Megan Noiray

                             AMENDMENT TO THE BYLAWS
                                       OF
                           VERMONT WITCH HAZEL COMPANY




Effective  as  of  September 10, 1996, Article 111, Paragraph 2 of the Bylaws is
deleted  in  its  entirety  and  replaced  with  the  following:

                              ARTICLE 3: DIRECTORS

2.     NUMBER  OF  DIRECTORS.  The  authorized number of directors shall be
       ---------------------
three  (3).  This  number  can  be  changed  by  an amendment to the Articles of
Incorporation  or  an  amendment  to  this  bylaw adopted by the vote or written
consent  of  a majority of the outstanding shares entitled to vote.  However, if
the  number  of  directors  is  five or more, an amendment that would reduce the
number  of  directors  to a number less than five cannot be adopted if the votes
cast against its adoption at a meeting or the shares not consenting to an action
by  written  consent are equal to more --than one sixth (1 6 2/3 percent) of the
outstanding  shares  entitled  to  vote.