EXHIBIT 3.2

        BYLAWS OF INCORPORATION OF RESIDENTIAL FUNDING MORTGAGE
                               SECURITIES II, INC.


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                                     BYLAWS
                                       OF
         RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

ARTICLE I
                                     Offices

SECTION 1.  REGISTERED  OFFICE.  The registered  office shall be established and
maintained at the office of The Corporation  Trust Company at 1209 Orange Street
in the City of  Wilmington,  County of New Castle,  State of Delaware,  and said
corporation shall be the registered agent of the Corporation in charge thereof.

SECTION 2. OTHER OFFICES. The Corporation may have other offices,  either within
or  without  the  State of  Delaware,  at such  place or  places as the Board of
Directors  may from time to time select or the business of the  Corporation  may
require.

ARTICLE II
                            Meetings of Stockholders

SECTION 1. ANNUAL MEETINGS.  Annual meetings of stockholders for the election of
directors,  and for such  other  business  as may be stated in the notice of the
meeting,  shall be held at such  place,  either  within or without  the State of
Delaware,  and at such time and date as the Board of Directors,  by  resolution,
shall  determine and as set forth in the notice of the meeting.  If the Board of
Directors fails to so determine the time, date and place of meeting,  the annual
meeting  of  stockholders  shall  be  held  at  the  registered  office  of  the
Corporation  on the first  Tuesday in April.  If the date of the annual  meeting
shall  fall  upon a legal  holiday,  the  meeting  shall  be  held  on the  next
succeeding  business day. At each annual meeting,  the stockholders  entitled to
vote shall elect a Board of Directors and they may transact such other corporate
business as shall be stated in the notice of the  meeting or in a duly  executed
waiver of notice thereof.

SECTION 2.  SPECIAL  MEETINGS.  Special  meetings  of the  stockholders  for any
purpose  or  purposes  may be  called  by the  Chairman  of the  Board,  if any,
President or Secretary, or by resolution of the Board of Directors.

SECTION 3. VOTING.  Each  stockholder  entitled to vote in  accordance  with the
terms of the  Certificate of  Incorporation  of the Corporation and these Bylaws
shall be  entitled to one vote,  in person or by proxy,  for each share of stock
entitled  to vote held by such  stockholder,  but no proxy  shall be voted after
three years from its date unless such proxy  provides for a longer  period.  All
elections  for the Board of Directors  shall be decided by plurality  vote;  all
other questions  shall be decided by majority vote except as otherwise  provided
by the Certificate of Incorporation or the laws of the State of Delaware.


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      A  complete  list of the  stockholders  entitled  to vote at the  meeting,
arranged in  alphabetical  order,  with the  address of each,  and the number of
shares held by each,  shall be open to the examination of any  stockholder,  for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is entitled to be present.

SECTION 4. QUORUM.  Except as otherwise  required by Law, by the  Certificate of
Incorporation of the Corporation or by these Bylaws, the presence,  in person or
by proxy,  of  stockholders  holding a majority of the stock of the  Corporation
entitled to vote shall constitute a quorum at all meetings of the  stockholders.
In case a quorum shall not be present at any meeting,  a majority in interest of
the stockholders entitled to vote thereat,  present in person or by proxy, shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement  at the meeting,  until the requisite  amount of stock  entitled to
vote shall be  present.  At any such  adjourned  meeting at which the  requisite
amount of stock  entitled  to vote shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed;  but  only  those  stockholders  entitled  to  vote at the  meeting  as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof.

SECTION 5. NOTICE OF MEETINGS.  Written notice, stating the place, date and time
of the meeting,  and the general nature of the business to be considered,  shall
be given to each  stockholder  entitled  to vote  thereat  at his  address as it
appears on the records of the Corporation,  not less than ten or more than sixty
days before the date of the meeting.  No business  other than that stated in the
notice shall be transacted at any meeting  without the unanimous  consent of all
the stockholders entitled to vote thereat.

SECTION 6. ACTION WITHOUT MEETING.  Unless otherwise provided by the Certificate
of  Incorporation  of the  Corporation,  any action  required or permitted to be
taken at any annual or special  meeting of  stockholders  may be taken without a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting forth the action so taken, shall be 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.  Prompt  notice  of the  taking of the
corporation  action  without a meeting by less than  unanimous  written  consent
shall be given to those stockholders who have not consented in writing.

ARTICLE III
                                    Directors

SECTION 1. NUMBER AND TERM.  Directors shall be elected at the annual meeting of
stockholders  and each  director  shall be elected to serve until his  successor
shall be elected and shall qualify. The number of directors shall be as fixed at
a number no less than three (3) and no more than six (6) by an affirmative  vote
of a majority  in interest of the  stockholders,  at the annual  meeting or at a
special  meeting  called  for that  purpose,  and by like  vote  the  additional
directors  may be chosen at such  meeting to hold  office  until the next annual
election and until their successors are elected and qualify. A director need not
be a stockholder.

SECTION 2.  RESIGNATIONS.  Any director may resign at any time. Such resignation
shall be made in writing,  and shall take effect at the time specified  therein,
and if no time be  specified,  at the time of its receipt by the Chairman of the
Board, if any, President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective.


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SECTION  3.  VACANCIES.  If the  office  of any  director  becomes  vacant,  the
remaining  directors in office,  though less than a quorum,  by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor  shall be duly chosen.  If the office
of any  director  becomes  vacant  and there  are no  remaining  directors,  the
stockholders,  by the  affirmative  vote of the holders of a majority of all the
shares of stock  outstanding  and entitled to vote, at a special  meeting called
for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4. REMOVAL.  Except as hereinafter  provided,  any director or directors
may be removed either for or without cause at any time by the  affirmative  vote
of the holders of a majority of all the shares of stock outstanding and entitled
to vote for the election of directors, at an annual meeting or a special meeting
called for the  purpose,  and the vacancy  thus  created may be filled,  at such
meeting,  by the affirmative  vote of holders of a majority of all the shares of
stock outstanding and entitled to vote.

SECTION 5. POWERS.  The Board of Directors  shall  exercise all of the powers of
the  Corporation   except  such  as  are  by  law,  or  by  the  Certificate  of
Incorporation of the Corporation or by these Bylaws,  conferred upon or reserved
to the stockholders.

SECTION 6.  MEETINGS.  The newly elected  directors may hold their first meeting
for the purpose of organization and the transaction of business,  if a quorum be
present,  immediately after the annual meeting of the stockholders;  or the time
and place of such meeting may be fixed by consent of all the directors.

      Except as otherwise provided herein, regular meetings of the directors may
be held without notice at such places and times as shall be determined from time
to time by resolution of the directors.

      Not less than two days'  written  notice shall be given for any regular or
special  meeting  of  the  board  relating  to  the  issuance  of  stock  of the
Corporation,  the  removal  of any  member  of the  Executive  Committee  or the
alteration or repeal of this provision.

      Special  meetings of the board may be called by the Chairman of the Board,
if any,  President or by the Secretary on the written request of any director on
at least two days' notice to each  director  (except that notice to any director
may be waived in  writing by such  director)  and shall be held at such place or
places as may be determined by the directors,  or as shall be stated in the call
of the meeting.

      Notice of the time and place of any regular  meeting  which  requires  the
giving of notice or each  special  meeting  shall be sent to each  member of the
Board of Directors by telex, cable or facsimile  transmission,  addressed to him
at his address as it appears on the records of the Corporation,  or delivered to
him  personally,  at least two days before the day on which the meeting is to be
held.

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      Unless  otherwise  restricted by the Certificate of Incorporation or these
Bylaws,  members of the Board of Directors,  or any committee  designated by the
Board of Directors,  may participate in any meeting of the Board of Directors or
any   committee   thereof  by  means  of  a  conference   telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can  hear  each  other,  and  such  participation  in a  meeting  shall
constitute presence in person at the meeting.

SECTION 7. QUORUM. A majority of the directors shall constitute a quorum for the
transaction of business. If at any meeting of the board there shall be less than
a quorum present,  a majority of those present may adjourn the meeting form time
to time until a quorum is obtained,  and no further notice thereof need be given
other than by announcement at the meeting which shall be so adjourned.  The vote
of the  majority  of the  directors  present  at a meeting  at which a quorum is
present  shall be the act of the Board of Directors  unless the  Certificate  of
Incorporation or these Bylaws shall require the vote of a greater number.

SECTION 8. COMPENSATION. Directors shall not receive any stated salary for their
services as  directors or as members of  committees,  but by  resolution  of the
board a fixed fee and expenses of  attendance  may be allowed for  attendance at
each  meeting.  Nothing  herein  contained  shall be  construed  to preclude any
director  from serving the  Corporation  in any other  capacity as an:  officer,
agent or otherwise, and receiving compensation therefor.

SECTION 9. ACTION WITHOUT MEETING.  Any action required or permitted to be taken
at any  meeting of the Board of  Directors  or of any  committee  thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the board or of such committee,  as the case may be, and such written consent is
filed with the minutes of proceedings of the board of such committee.

ARTICLE IV
             Executive, Finance and Other Committees

SECTION  1.  DESIGNATION,  TERM OF  OFFICE  AND  QUALIFICATIONS.  The  Board  of
Directors may in its  discretion,  by a resolution duly adopted by a majority of
the whole  board,  designate an Executive  Committee  consisting  of one or more
directors and may in its discretion,  by a resolution duly adopted by a majority
of the whole  board,  designate a Finance  Committee  consisting  of one or more
directors.  Each member of the Executive  Committee or Finance  Committee  shall
continue in office until his successor  shall be  designated,  or until he shall
cease to be a director, or until his death, resignation or removal, or until the
dissolution of the Executive Committee or Finance Committee, as the case may be,
in the manner provided in Section 3 of this Article IV.

SECTION 2.  POWERS.  Except as may be  provided by law or by the  resolution  of
designation, the Executive Committee, if designated, shall have and may exercise
all of the powers of the Board of  Directors in the  management  of the business
and  affairs  of the  Corporation,  expressly  including  the power to declare a
dividend or to authorize the issuance of stock, and including without limitation
all powers  expressly  conferred on the Board of Directors by these Bylaws,  and
shall have power to authorize the seal of the  Corporation  to be affixed to all
papers  which  may  require  it.  Except  as  may be  provided  by law or by the
resolution of designation,  the Finance Committee, if designated, shall have and
may exercise all of the power of the Board of Directors in the management of the
financial affairs of the Corporation,  expressly  including the power to fix and
determine  the  terms  and  conditions  of any  series  of bonds  issued  by the

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Corporation and to take any other action deemed necessary in connection with the
authorization,  execution,  authentication  and delivery of any series of Bonds,
and shall have the power to authorize the sale of the  Corporation to be affixed
to all papers which may require it.  Notwithstanding the foregoing,  neither the
Executive  Committee  nor the  Finance  Committee  shall have power to amend the
Certificate of Incorporation,  to adopt an agreement of merger or consolidation,
to  recommend  to the  stockholders  the  sale,  lease or  exchange  of all,  or
substantially all of the  Corporation's  property and assets, or to recommend to
the  stockholders  a  dissolution  of  the  Corporation  or  a  revocation  of a
dissolution.

SECTION 3.  RESIGNATION,  REMOVAL OR  DISSOLUTION.  Any member of the  Executive
Committee or Finance  Committee may resign at any time by giving  written notice
to the  Chairman  of the  Board,  if any,  President  or the  Secretary.  Unless
otherwise  specified  therein,  such  resignation  shall take  effect on receipt
thereof.  Any member of the  Executive  Committee  or Finance  Committee  may be
removed at any time,  either with or without  cause,  by a majority  vote of the
directors then in office,  given at any meeting of the Board of Directors called
for that purpose.  The Board of Directors  may, by a resolution  duly adopted at
any meeting, dissolve the Executive Committee or the Finance Committee.

SECTION 4. VACANCIES.  If any vacancy shall occur in the Executive  Committee or
the Finance  Committee by reason of death,  resignation,  removal or  otherwise,
such  vacancy may be filled at any meeting of the Board of  Directors  or may be
filled until the next meeting of the Board of Directors by the remaining members
if any, of the Executive Committee or the Finance Committee, as the case may be,
whether or not he or they constitute a quorum.

SECTION 5. MEETINGS OF THE  EXECUTIVE  COMMITTEE.  The  Executive  Committee may
provide for the holding of regular  meetings at such times and places (within or
without  the  State  of  Delaware)  as it may  from  time to time  determine  by
resolution  duly adopted at any meeting of the  Executive  Committee.  A special
meeting of the Executive  Committee may be called at any time by the Chairman of
the Board, if any,  President or by any two members of the Executive  Committee.
Except as otherwise provided herein, no notice of any special or regular meeting
need be given.  Not less than two days'  written  notice  shall be given for any
regular or special meeting of the Executive  Committee  relating to the issuance
of stock of the  Corporation  or the  alteration  or repeal  of this  provision.
Notice of the time and place of each regular or special  meeting which  requires
the giving of notice shall be sent to each member of the Executive  Committee by
telex,  cable or facsimile  transmission,  addressed to him at his address as it
appears on the records of the  Corporation,  or delivered to him personally,  at
least two days before the day on which the meeting is to be held.  Any member of
the Executive  Committee may participate in a meeting of the Executive Committee
by means of a conference telephone or similar communications  equipment by means
of  which  all  persons  participating  in the  meeting  can  hear  each  other.
Participation in a meeting by such means shall constitute  presence in person at
such  meeting  within the  meaning of Section 6 of this  Article  IV, or for any
other purpose. The Executive Committee shall keep minutes of its proceedings and
shall report the same to the meeting of the Board of  Directors  held next after
such  proceedings  are taken.  The Executive  Committee may adopt such rules and
regulations  for  the  conduct  of its  meetings  as it  may  deem  proper,  not
inconsistent with law, the Certificate of Incorporation or the Bylaws.

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SECTION 6.  QUORUM.  At all meetings of the  Executive  Committee or the Finance
Committee  the presence in person of  one-third of the members of the  Executive
Committee or the Finance  Committee,  as the case may be, shall be necessary and
sufficient to constitute a quorum for the  transaction of business,  and, except
as otherwise  provided by law, by the Certificate of  Incorporation  or by these
Bylaws,  if a quorum  shall be  present,  the act of a majority  of the  members
present shall be the act of the Executive Committee or the Finance Committee, as
the case may be. In the absence of a quorum,  a majority of the members present,
without  notice  other than by  announcement  at the  meeting,  may  adjourn the
meeting from time to time,  for a period of not more than thirty days at any one
time, until a quorum shall be present.

SECTION 7. OTHER COMMITTEES.  The Board of Directors may in its discretion, by a
resolution  duly adopted by a majority of the whole board,  designate such other
committees as it may deem  advisable.  Each such committee shall consist of such
number of  directors  as may be so  designated,  and shall have and may exercise
such  powers,  and shall  perform  such  duties,  as may be  delegated  to it by
resolution of the Board of Directors. The Board of Directors shall have power at
any time to remove any member of any such committee,  with or without cause, and
to fill vacancies in and to dissolve any such committee.

SECTION 8. TEMPORARY  COMMITTEE MEMBERS.  In the absence of  disqualification of
any member of any committee  created  pursuant to this Article IV, the member or
members thereof present at the meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of  Directors  to act at the  meeting  in the  place of any  absent or
disqualified member.

ARTICLE V
                                    Officers

SECTION 1. OFFICERS.  The officers of the Corporation shall be a Chairman of the
Board, if any, a President, one or more Vice Presidents, if any, a Treasurer and
a Secretary,  all of whom shall be elected by the Board of  Directors  and shall
hold office until their successors are elected and qualified.  In addition,  the
Board  of  Directors  may  elect  such  Assistant  Vice  Presidents,   Assistant
Secretaries  and  Assistant  Treasurers  as they may deem  proper.  The Board of
Directors may appoint such other  officers and agents as it may deem  advisable,
who shall hold their  offices for such terms and shall  exercise such powers and
perform  such  duties as shall be  determined  from time to time by the Board of
Directors.

SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
meetings  of the  stockholders  or the Board of  Directors  and  shall  have the
general  powers and duties of supervision  and management  usually vested in the
office  of chief  executive  officer  of a  corporation.  Except as the Board of
Directors  shall  authorize  execution  thereof in some other  manner,  he shall
execute bonds,  mortgages and other contracts on behalf of the Corporation,  and
shall cause the seal to be affixed to any  instrument  requiring  it and when so
affixed the seal shall be  attested by the  signature  of the  Secretary  or the
Treasurer or an Assistant Secretary or an Assistant Treasurer.


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SECTION 3. PRESIDENT.  The President shall be the chief executive officer of the
Corporation  and,  subject  to the  control  of the  Board of  Directors,  shall
exercise  general and active  supervision  over and  management of the property,
affairs and business of the  Corporation  and shall  authorize other officers of
the Corporation to exercise such powers as he, in his discretion, may deem to be
in the best  interests  of the  Corporation.  The  President  shall  preside  at
meetings  of  stockholders  and  the  Board  of  Directors  in  the  absence  or
non-election  of the Chairman of the Board.  The  President  shall,  in general,
perform all duties incident to the office of President and shall have such other
duties as the Board of Directors may from time to time prescribe.

SECTION 4. VICE  PRESIDENTS.  The Vice  President,  or Vice  Presidents  and any
Executive,  Senior or Assistant  Vice  Presidents as elected or appointed by the
Board of  Directors,  shall  have such  duties as the  Board of  Directors,  the
President, or the Bylaws may from time to time prescribe.

SECTION 5.  TREASURER.  The  Treasurer  shall have the custody of the  corporate
funds and  securities  and shall keep full and accurate  account of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other  valuables  in the name and to the credit of the  Corporation  in such
depositaries  as may be designated by the Board of Directors.  He shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, or the
President, taking proper vouchers for such disbursements. He shall render to the
President  and  Board of  Directors  at the  regular  meetings  of the  Board of
Directors,  or whenever they may request it, an account of all his  transactions
as Treasurer and of the financial condition of the Corporation.

SECTION 6. SECRETARY.  The Secretary shall give, or cause to be given, notice of
all meetings of stockholders and directors and all other notices required by law
or by these  Bylaws,  and in case of his absence or refusal or neglect so to do,
any such notice may be given by any person thereunto  directed by the President,
or by the directors,  or stockholders,  upon whose request the meeting is called
as provided in these Bylaws. He shall record all the proceedings of the meetings
of the Board of Directors,  any committees  thereof and the  stockholders of the
Corporation in a book to be kept for that purpose,  and shall perform such other
duties as may be assigned to him by the Board of Directors or the President.  He
shall have the custody of the seal of the  Corporation  and shall affix the same
to all  instruments  requiring it, when  authorized by the Board of Directors or
the President, and attest the same.

SECTION  7.  ASSISTANT  VICE  PRESIDENTS,  ASSISTANT  TREASURERS  AND  ASSISTANT
SECRETARIES.  Assistant  Vice  Presidents,  Assistant  Treasurers  and Assistant
Secretaries,  if any,  shall be  elected  and shall  have such  powers and shall
perform such duties as shall be assigned to them, respectively,  by the Board of
Directors or the President.

ARTICLE VI
                                  Miscellaneous

SECTION 1. CERTIFICATES  OF STOCK.  A  certificate  of stock shall
be  issued to each  stockholder  certifying  the  number of shares
owned by such stockholder in the Corporation.


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SECTION 2. LOST  CERTIFICATES.  A new  certificate of stock may be issued in the
place of any certificate theretofore issued by the Corporation,  alleged to have
been lost or  destroyed,  and the Board of  Directors  may,  in its  discretion,
require the owner of the lost or destroyed  certificate,  or such owner's  legal
representatives, to give the Corporation a bond, in such sum as they may direct,
not  exceeding  double  the value of the stock,  to  indemnify  the  Corporation
against any claim that may be made  against it on account of the alleged loss of
any such certificate, or the issuance of any such new certificate.

SECTION 3. TRANSFER OF SHARES.  The shares of stock of the Corporation  shall be
transferable  only upon its books by the  holders  thereof in person or by their
duly authorized attorneys or legal  representatives,  and upon such transfer the
old certificates shall be surrendered to the Corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers,  or to such
other  person as the Board of  Directors  may  designate,  by whom they shall be
canceled, and new certificates shall thereupon be issued. A record shall be made
of each transfer and whenever a transfer shall be made for collateral  security,
and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4. STOCKHOLDERS RECORD DATE. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

SECTION  5.  DIVIDENDS.   Subject  to  the  provisions  of  the  Certificate  of
Incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor at any regular or special meeting,  declare  dividends upon the capital
stock of the Corporation as and when they deem expedient.  Before  declaring any
dividend  there may be set apart out of any funds of the  Corporation  available
for  dividends,  such sum or sums as the  directors  form  time to time in their
discretion  deem  proper  for  working  capital  or as a  reserve  fund  to meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
directors shall deem conducive to the interests of the Corporation.

SECTION 6. SEAL. The corporate seal of the Corporation  shall be in such form as
shall be determined  by  resolution of the Board of Directors.  Said seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise.

SECTION 7. FISCAL YEAR. The fiscal year of the  Corporation  shall be determined
by resolution of the Board of Directors.

SECTION 8. CHECKS. All checks,  drafts or other orders for the payment of money,
notes or other evidence of  indebtedness  issued in the name of the  Corporation
shall be signed by such officer or officers, agent or agents of the Corporation,
and in such manner as shall be determined from time to time by resolution of the
Board of Directors.


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SECTION 9. BORROWING.  No loans or advances shall be obtained or contracted for,
by or on behalf of the  Corporation  and no negotiable  paper shall be issued in
its name,  unless  and  except as  authorized  by the Board of  Directors.  Such
authorization may be general or confined to specific  instances.  Any officer or
agent of the  Corporation  thereunto so authorized may obtain loans and advances
for the  Corporation,  and for such loans and  advances  may make,  execute  and
deliver  promissory  notes,  bonds or other  evidences  of  indebtedness  of the
Corporation. Any officer or agent of the Corporation thereunto so authorized may
pledge,  hypothecate  or  transfer  as  security  for the payment of any and all
loans,  advances,  indebtedness and liabilities of the Corporation,  any and all
stocks,  bonds, other securities and other personal property at any time held by
the Corporation, and to that end may endorse, assign and deliver the same and do
every act and thing necessary or proper in connection therewith.

SECTION  10.  NOTICE AND WAIVER OF NOTICE.  Whenever  any notice is  required by
these Bylaws to be given,  personal notice is not required  unless  expressly so
stated,  and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person  entitled  thereto at his  address  as it  appears on the  records of the
Corporation,  and such  notice  shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise  provided by law. Whenever any notice
is required to be given under the provisions of any law, or under the provisions
of the  Certificate  of  Incorporation  or these  Bylaws,  a waiver  thereof  in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII
                                 Indemnification

      To the full extent  permitted by law, the Corporation  shall indemnify and
hold  harmless  each person who was or is a party or is  threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative and whether or not by
or in the  right of the  Corporation,  by reason of the fact that he is or was a
director  or  officer,  or his  testator  or  intestate  is or was a director or
officer,  of the  Corporation,  or by  reason  of  the  fact  that  he is or was
servicing at the request of the Corporation as a director,  officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  of any  type  or  kind,  domestic  or  foreign,  against  expenses,
including  attorneys'  fee,  judgments,  fines,  and amounts paid in settlement,
actually and reasonably incurred as result of such action, suit or proceeding.

ARTICLE VIII
                                   Amendments

      These  Bylaws  may be altered  or  repealed  and Bylaws may be made at any
annual meeting of the stockholders,  or at any special meeting thereof if notice
of the proposed  alteration or repeal of Bylaw or Bylaws to be made be contained
in the notice of such special meeting,  by the affirmative vote of a majority of
the stock  issued  and  outstanding  and  entitled  to vote  thereat,  or by the
affirmative  vote of a majority  of the Board of  Directors,  at any  regular or
special meeting of the Board of Directors,  if notice of the proposed alteration
or  repeal  of Bylaw or Bylaws  to be made is  contained  in the  notice of such
regular or special meeting.


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