EXHIBIT 3.2
                            BY-LAWS OF IMProCOM, INC.

                              ARTICLES 1 - OFFICES


OFFICES.

1. The  principal  office of the  Corporation  in the  State of Nevada  shall be
located in the City of CARSON CITY,  County of Carson City. The  Corporation may
have other such offices, either within or without the State of Incorporation, as
the Board of Directors  may  designated,  or as the business of the  Corporation
may, from time to time, require.

2. As  expressly  required  by Nevada  Domestic  and  Foreign  Corporation  Laws
(78.105),  copies of articles, by laws and duplicate stock ledgers or statements
are kept at the Corporation's principal offices.

3. The right to inspect the stock ledger by authorized  stockholders  of record,
or other  persons,  may be denied to such  stockholder  or other person upon his
refusal to furnish to the  corporation an affidavit that such  inspection is not
desired for a purpose  which is in the  interest  of a business or object  other
than the business of the Corporation, and that he has not, at any time, sold, or
offered  for  sale,  any  list  of  stockholders  of  any  domestic  or  foreign
corporation,  or aided or abetted  any person in  procuring  any such  record of
stockholders for any such purpose.


                            ARTICLE II - STOCKHOLDERS

1.       ANNUAL MEETING (As amended at BOD Meeting 12 04 89).

         The  annual  meeting  of the  stockholders  shall be held on the  first
Wednesday in February  next  following  the end of the fiscal year in each year,
beginning with the fiscal year ending on September 30, 1989, at the hour of 9:00
o'clock A.M., for the purpose of electing  directors and for the  transaction of
such other  business  as may come before the  meeting.  If the day fixed for the
annual meeting shall be a legal holiday,  such meeting shall be held on the next
succeeding business day.

2.       PLACE OF MEETINGS.

         All meetings of the shareholders shall be held at the principal offices
of the corporation,  or at such other place,  either within or without the State
of Nevada, as shall be designated in the notice of the meeting or agreed upon by
a majority of the shareholders entitled to vote thereat.






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3.       SUBSTITUTE ANNUAL MEETING.

         If the annual  meeting shall not be held on the day designated by these
By-Laws, a substitute meeting may be called in accordance with the provisions of
Sec. 4 of this Article. A meeting so called shall be designated and treated, for
all purposes, as the annual meeting.

4.       SPECIAL MEETINGS.

         Special  Meetings of the  shareholders may be called at any time by the
President,  Secretary,  or by any two members of the Board of  Directors  of the
Corporation,  or by any  shareholder,  pursuant  to the  written  request of the
holders of not less than ten per cent (10%) of all the shares  entitled  to vote
at the meeting.

5.       NOTICE OF MEETING (As amended at BOD M'tng, 12 22 87).

         Written  or  printed  notice  stating  the  place,  day and hour of the
meeting,  and, in case of a special  meeting,  the purpose or purposes for which
the meeting is called,  as expressly  required by the  provisions  of the Nevada
Domestic and Foreign Corporation Laws, shall be delivered not less than ten (10)
nor more than sixty (60) days before the date of the meeting,  either personally
or by mail, by or at the direction of the president,  or the  secretary,  or the
officer or persons calling the meeting,  to each  stockholder of record entitled
to vote at such meeting.  If mailed, such notice shall be deemed to be delivered
when  deposited in the United States Mail,  addressed to the  stockholder at his
address as it  appears  on the stock  transfer  books of the  Corporation,  with
postage thereon prepaid.

         When a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original  meeting.  When a
meeting is adjourned for less than thirty (30) days, in any one adjournment,  it
is  not  necessary  to  give  any  announcement  at the  meeting  at  which  the
adjournment is taken.

6.       CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

         For the purposes of determining  stockholders entitled to notice of, or
to  vote  at,  any  meeting  of  stockholders  or any  adjournment  thereof,  or
stockholders  entitled to receive  payment of any dividend or in order to make a
determination of stockholders for any other proper purpose, the directors of the
corporation  may  provide  that the stock  transfer  books shall be closed for a
stated period but not to exceed, in any case, sixty (60) days.

         If the  stock  transfer  books  shall  be  closed  for the  purpose  of
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders,  such  books  shall be  closed  for at  least 10 days  immediately
preceding  such  meeting. 




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In lieu of closing the stock transfer books, the directors may fix in advance, a
date as the record date for any such  determination of stockholders,  such date,
in any case,  to be not more than sixty (60) days and,  in case of a meetings of
stockholders,  not less than  thirty  (30)  days  prior to the date on which the
particular  action requiring such  determination of stockholders is to be taken.
If the stock  transfer  books are not closed and no record date if fixed for the
determination  of stockholders  entitled to notice of or to vote at a meeting of
stockholders,  or stockholders  entitled to receive  payment of a dividend,  the
date on which  notice  of the  meeting  is  mailed,  or the  date on  which  the
resolution of the directors  declaring such dividend is adopted, as the case may
be,  shall be the record date for such  determination  of  stockholders.  When a
determination  of  stockholders  entitled to vote at any meeting of stockholders
has been made, as provided in this section,  such  determination  shall apply to
any adjournment thereof.

7.       VOTING LISTS.

         The  officer or agent  having  charge of the stock  transfer  books for
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders,  a complete list of the  stockholders  entitled to vote at such
meeting,  or any adjournment  thereof,  arranged in alphabetical order, with the
address of and the number of shares held by each,  which  list,  for a period of
ten (10)  days  prior to such  meeting,  shall be kept on file at the  principal
office of the corporation, and shall be subject to inspection by any stockholder
at any time during usual  business  hours.  Such list shall also be produced and
kept  open at the time and place of the  meeting  and  shall be  subject  to the
inspection of any stockholder during the whole time of the meeting. The original
stock transfer book shall be prima facie evidence as to who are the stockholders
entitled  to examine  such list or  transfer  books or to vote at the meeting of
stockholders.

8.       QUORUM.

         A majority of the  outstanding  shares of the  Corporation  entitled to
vote,  represented in person or by proxy, shall constitute a quorum at a meeting
of  shareholders.  If  less  than a  majority  of  the  outstanding  shares  are
represented at a meeting,  a majority of the shares so  represented  may adjourn
the meeting from time to time without further notice.  At such adjourned meeting
at  which a  quorum  shall  be  present  or  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The shareholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders to leave less than a quorum.

9.       PROXIES.

         1. At all meetings of  stockholders,  a  stockholder  may vote by proxy
executed in writing by the  stockholder  or by his duly  authorized  attorney in
fact. 




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Such proxy shall be filed with the secretary of the corporation before or at the
time of the meeting.

         2. In the event that any such  instrument in writing  shall  designate;
two or more persons to act as proxies; a majority of such persons present at the
meeting;  or, if only one  shall be  present,  then that one shall  have and may
exercise  all of the powers  conferred  upon all of the  persons so  designated,
unless the instrument shall otherwise provide.

         3. No such proxy shall be valid after expiration of six (6) months from
date of its  execution,  unless  coupled with an interest,  or unless the person
executing it specifies therein the length of time for which it is to continue in
force,  which,  in no case,  shall  exceed  seven (7) years from the date of its
execution.  Subject to the above,  any proxy duly  executed  is not  revoked and
continues  in full force and effect until an  instrument  revoking it, or a duly
executed  proxy  bearing  a later  date  is  filed  with  the  secretary  of the
corporation.

10.      VOTING OF SHARES.

         1. Each  stockholder  entitled to vote in accordance with the terms and
provisions  of the  Certificate  of  Incorporation  and these  by-laws  shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders.

         2. Upon the demand of thirty percent (30%) of the  stockholders  at the
meeting,  the vote for directors and upon any question  before the meeting shall
be by ballot.  All elections for 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 by the laws of the State of
Nevada.

11.      ORDER OF BUSINESS.

         The order of business at all meetings of the  stockholders  shall be as
follows:

         1.       Roll Call.
         2.       Proof of notice of meeting or waiver of notice.
         3.       Reading of minutes or preceding meeting.
         4.       Reports of Officers.
         5.       Reports of Committees.
         6.       Election of Directors.
         7.       Unfinished Business.
         8.       New Business.

12.      INFORMAL ACTION BY STOCKHOLDERS.  (As amended BOD M'tng 11 30 89)




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         Unless otherwise  provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if authorized by the written
consent  of  stockholders  holding at least a  majority  of the  voting  powers,
provided;

         That if any greater  proportion  of voting  power is required  for such
action at a meeting,  then such greater  proportion of written consents shall be
required. Such consents shall be in writing, setting forth the actions so taken,
and  shall be filed  with the  Secretary  of the  Corporation  to be kept in the
corporate minute book.

13.      RIGHTS OF STOCKHOLDERS TO INSPECT AND AUDIT FINANCIAL RECORDS.

         Any  stockholder of record who owns not less than fifteen percent (15%)
of all of the issued  and  outstanding  shares of the stock of the  corporation,
upon at least five days  written  demand,  is  entitled  to inspect the books of
accounts and all financial  records of the  corporation  during normal  business
hours,  subject to the State of Nevada  Domestic  and Foreign  Corporation  Laws
described in NRS 78.257, et al.


                        ARTICLE III - BOARD OF DIRECTORS

1.       NUMBER, TENURE AND QUALIFICATIONS.

                               Amended at Shareholder's Annual Meeting 02/20/91.

         There  shall be five (5)  members  on the  Board  of  Directors  of the
Corporation.  Directors  need  not  be  residents  of the  State  of  Nevada  or
shareholders  of the  Corporation.  In the event that less than this  number are
named as the initial  members of the Board of Directors,  the initial members of
the Board of Directors  shall have the authority  and power to elect  additional
members of the Board of Directors  not to exceed the above  number.  The initial
members of the Board of Directors  and the  additional  members  elected by them
shall  have the  same  power  and  authority  to act as  though  elected  by the
Shareholders of the Corporation,  and shall serve until the first annual meeting
of the shareholders or until their successors are elected and are qualified.

         Each  Director   shall  hold  office  until  his  death,   resignation,
retirement,  removal,   disqualification,   or  his  successor  is  elected  and
qualified.

2.       GENERAL POWERS.

         The  business  and affairs of the  corporation  shall be managed by the
Board of Directors or by such Executive Committees as the Board of Directors 




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may establish pursuant to these By-Laws.  The Directors shall, in all cases, act
as a board,  and they may adopt such rules and  regulations  for the  conduct of
their meetings and the management of the  corporation,  as they may deem proper,
not inconsistent with these By-Laws, and the laws of the State of Nevada.

3.       REGULAR MEETINGS.

         A regular meeting of the directors shall be held,  without other notice
than this  by-law,  immediately  after,  and at the same  place as,  the  annual
meeting of stockholders.  The directors may provide, by resolution, the time and
place for the holding of additional  regular  meetings without other notice than
such resolution.

4.       SPECIAL MEETINGS.

         Special meetings of the directors may be called by or at the request of
the  president or any two  directors.  The person or persons  authorized to call
special  meetings of the  directors  may fix the place and/or method for holding
any special  meeting of the directors,  including  available  telecommunications
devices. Such meetings may be held within or without of the State of Nevada.

5.       NOTICE OF MEETINGS.

         No notice of regular  meetings  of the Board of  Directors  on the date
fixed for the annual regular meeting of the Shareholders shall be necessary.

         The  person  or  persons  calling  a  special  meeting  of the Board of
Directors  shall,  at least two days before the meeting,  give notice thereof by
the usual means of  communication.  Such notice need not specify the purpose for
which the meeting is called. If notice has not being given otherwise, all notice
requirements  shall be deemed fully met if mailed to the last address  appearing
upon the records of the Secretary.

         Attendance  by a Director  at a meeting  shall  constitute  a waiver of
notice of such  meeting,  except  where a  Director  attends  a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called.

6.       QUORUM.

         At any meeting of the Directors, not less than two (2) shall constitute
a quorum for the transaction of business.

         The act of the majority of the directors  present at a meeting at which
a quorum is present shall be the act of the directors.




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7.       ELECTION OF DIRECTORS.

         Except as provided in Section 1 of this Article, the Directors shall be
elected at the annual meeting of the Shareholders; and those persons who receive
the highest number of votes shall be deemed to have been elected.

         If thirty (30) percent of the shareholders entitled to vote so demands,
election of Directors shall be by ballot.

         Every  shareholder  entitled to vote at an election of Directors  shall
have the right to vote the number of shares  standing  of record in his name for
as many persons as there are Directors to be elected,  and for whose election he
has a right to vote. No shareholder or proxy holder may vote cumulatively.

8.       CHAIRMAN.

         There may be  Chairman  of the said Board of  Directors  elected by the
Directors  from their  number at any meeting of the Board.  The  Chairman  shall
preside at all meetings of the Board of Directors  and perform such other duties
as may be directed by the Board.

9.       EXECUTIVE AND OTHER COMMITTEES.

         The Board of Directors,  by  resolution,  may designate  from among its
members an Executive Committee, and other committees,  each consisting of one or
more  directors.  Each such committee  shall serve at the pleasure of the Board.
The designation of such committee and the delegation  thereto of authority shall
not operate to relieve the Board of  Directors,  or any member  thereof,  of any
responsibility imposed by law.

10.      NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

         Newly created directorships resulting from an increase in the number of
directors  and  vacancies  occurring  in the Board for any  reason,  except  the
removal of Directors without cause, may be filled by a vote of a majority of the
Directors  then  in  office,  although  less  than a  quorum  exists.  Vacancies
occurring  by reason of the  removal of the  Directors  without  cause  shall be
filled by vote of the stockholders.  A Director elected to fill a vacancy caused
by  resignation,  death or  removal  shall be  elected  to hold  office  for the
unexpired term of his predecessor.

11.      REMOVAL OF DIRECTORS.

         Any or all of the  Directors  may be  removed  for cause by vote of the
stockholders  or by action of the Board.  Directors may be removed without cause
only by vote of the stockholders.




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12.      RESIGNATION.

         A  Director  may  resign  at any time by giving  written  notice to the
Board,  the  President or the  Secretary of the  Corporation.  Unless  otherwise
specified in the notice,  the resignation shall take effect upon receipt thereof
by the Board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

13.      COMPENSATION.

         No  compensation  shall  be paid  to  Directors,  as  such,  for  their
services,  but by resolution  of the Board,  a fixed sum and expenses for actual
attendance  at each regular or special  meeting of the Board may be  authorized.
Nothing  herein  contained  shall be construed  to preclude  any  Director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

14.      PRESUMPTION OF ASSENT.

         A  Director  of the  Corporation  who is  present  at a meeting  of the
Directors at which action on any corporate mater is taken,  shall be presumed to
have  assented to the action  taken  unless his dissent  shall be entered in the
minutes  of the  meeting  or unless he shall  file his  written  dissent to such
action  with the  person  acting as the  Secretary  of the  meeting  before  the
adjournment  thereof or shall  forward  such dissent by  registered  mail to the
Secretary of the Corporation  immediately  after the adjournment of the meeting.
Such right to dissent  shall not apply to a Director  who voted in favor of such
actions.

15.      INFORMAL ACTION BY DIRECTORS.

         Action  taken by a majority of the  Directors  of  Executive  Committee
without a meeting is, nevertheless, Board or Committee action if written consent
to the  action in  question  is signed by all the  Directors  or  members of the
Executive  Committee and filed with the minutes of the  proceedings of the Board
or Committee whether done before or after the action so taken.


                              ARTICLE IV - OFFICERS

1.       NUMBER.

         The   Officers   of  the   Corporations   shall  be  a   President,   a
Vice-President,  a Secretary  and a Treasurer,  each of whom shall be elected by
the  Directors.  Such other  Officers and Assistant  Officers,  as may be deemed
necessary,  may be elected or appointment by the Directors.  Any person may hold
two or more offices.

2.       ELECTION AND TERM OFFICE.




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         The Officers of the Corporation to be elected by the Directors shall be
elected  annually at the first meeting of the Directors  held after such meeting
of the  stockholders.  Each Officer shall hold office until his successor  shall
have been duly elected and shall have qualified, or until his death, or until he
shall resign or shall have been removed in the manner hereinafter provided.

3.       REMOVAL.

         Any Officer,  or Agent  elected or appointed  by the  Directors  may be
removed by the Directors whenever, in their judgment,  the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

4.       VACANCIES.

         A  vacancy  in any  office  because  of  death,  resignation,  removal,
disqualification or otherwise,  may be filled by the Directors for the unexpired
portion of the term.

5.       PRESIDENT.

         The  President  shall  be  the  principal   executive  officer  of  the
Corporation  and,  subject to the control of the  Directors  shall,  in general,
supervise  and control all of the business and affairs of the  Corporation.  The
President shall, when resent, preside at all meetings of the stockholders and of
the  Directors.  He may sign,  with the Secretary or any other proper Officer of
the Corporation  thereunto authorized by the Directors,  certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors  have  authorized to be executed,  except in cases where the
signing and execution  thereof shall be expressly  delegated by the Directors or
by these by-laws to some other office or agent of the  Corporation,  or shall be
required by law to be  otherwise  signed or  executed;  and,  in general,  shall
perform all the duties incident to the office of president and such other duties
as may be prescribed by the Directors, from time to time.

6.       VICE-PRESIDENT.

         In the absence of the President or in event of his death,  inability or
refusal to act, the  Vice-President  shall  perform the duties of the  President
and,  when so acting,  shall have all the powers of, and be subject  to, all the
restrictions  upon the President.  The  Vice-President  shall perform such other
duties as, from time to time, may be assigned to him by the President, or by the
Directors.

7.       SECRETARY.




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         The  Secretary  shall:  keep the minutes of the  Stockholders'  and the
Directors' meetings in one or more books provided for that purpose; see that all
notices are duly given in accordance  with the provisions of these by-laws;  or,
as  required,  be  custodian  of the  Corporate  records  and of the Seal of the
Corporation  and keep a register of the post office address of each  stockholder
which shall be furnished  to the  Secretary  by such  stockholder;  have general
charge of the stock transfer books of the  Corporation  and, in general  perform
all duties  incident to the Office of  Secretary  and such other duties as, from
time to time, may be assigned to him by the President, or by the Directors.

8.       TREASURER.

         The Treasurer shall have charge and custody of, and be responsible for,
all funds and  securities  of the  Corporation;  receive and give  receipts  for
moneys  due and  payable to the  Corporation  from any  source  whatsoever,  and
deposit all such  moneys in the name of the  Corporation  in such  banks,  trust
companies or other  depositories  as shall be selected in accordance  with these
by-laws  and,  in general,  perform all of the duties  incident to the Office of
Treasurer and such other duties as, from time to time, may be assigned to him by
the President or by the Directors.  If required by the Directors,  the Treasurer
shall give a bond for the faithful  discharge of his duties in such sum and with
such surety or sureties as the Directors shall determine.

9.       ASSISTANT SECRETARIES AND TREASURERS.

         The Assistant Secretaries and Treasurers,  when authorized by the Board
of  Directors,  shall,  in the absence or  disability  of the  Secretary  or the
Treasurer,  respectively  perform  the duties and  exercise  the powers of those
offices,  and they shall,  in general,  perform such duties as shall be assigned
them by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors or the Executive Committee.

10.      SALARIES.

         The salaries of the Officers shall be fixed,  from time to time, by the
Directors,  and no Officer  shall be  prevented  from  receiving  such salary by
reason of the fact that he is also a Director of the Corporation.


                          ARTICLE V - AUTHORIZATION FOR
                  EXECUTING CONTRACTS AND OTHER WRITTEN MATTERS

1.       CONTRACTS.

         The Board of Directors may authorize any Officer or Officers,  Agent or
Agents,  to enter into any contract or execute and deliver any instrument in the




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name of and on behalf of the  Corporation,  and such authority may be general or
confined to specific instances.

2.       LOANS.

         No loans  shall be  contracted  on  behalf  of the  Corporation  and no
evidences of  indebtedness  shall be issued in its name unless  authorized  by a
resolution  of the  Directors.  Such  authority  may be general or  confined  to
specific instances.

3.       CHECKS, DRAFTS, ETC.

         All checks,  drafts or other offers for the payment of money,  notes or
such evidences 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,  from time to time,  be  determined  by  resolution of the
Directors.

4.       DEPOSITS.

         All  funds  of  the  Corporation,  not  otherwise  employed,  shall  be
deposited,  from time to time, to the credit of the  Corporation  in such banks,
trust companies or other depositories as the Directors may select.


             ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1. Certificates  representing shares of the Corporation shall be in such form as
shall be determined by the Directors.  Such certificates  shall be signed by the
president and by the secretary or by such other  officers  authorized by law and
by the Directors.

2. All  certificates  for shares  shall be  consecutively  numbered or otherwise
identified.  The name and address of the stockholders,  the number of shares and
date of issue shall be entered on the stock  transfer  book of the  Corporation.
All certificates  surrendered to the Corporation for transfer shall be cancelled
and no new certificate  shall be issued until the former  certificate for a like
number of shares shall have been  surrendered and cancelled,  except that in the
case of a lost,  destroyed  or  mutilated  certificate,  a new one may be issued
therefor upon such a terms and indemnity to the Corporation as the Directors may
prescribe.

3.  LOST  CERTIFICATES.  The  Board of  Directors  or  Executive  Committee  may
authorize  the  issuance of a new share  certificate  in place of a  certificate
claimed to have been lost or  destroyed,  upon  receipt of an  affidavit of such
fact form the person claiming the loss or  destruction.  When  authorizing  such
issuance of a new certificate, the Board of Directors or Executive Committee may
require the claimant to give the Corporation a bond in such sum as it may 




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direct to indemnify the corporation  against loss from any claim with respect to
the  certificate  claimed  to have  been  lost or  destroyed;  or the  board  of
Directors  or  Executive   Committee  may,  by  resolution   reciting  that  the
circumstances justify such action, authorize the issuance of the new certificate
without requiring such a bond.


                            ARTICLE VII - FISCAL YEAR

         The  fiscal  year of the  Corporation  shall  begin on the first day of
October in each year.


                            ARTICLE VIII - DIVIDENDS

         The Directors may, from time to time, declare,  and the Corporation may
pay,  dividends on its  outstanding  shares in the manner and upon the terms and
condition provided by law.


                                ARTICLE IX - SEAL

         The Directors shall provide a Corporation  Seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation,  the State
of Incorporation, and the words, "Corporate Seal".




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                           ARTICLE X - INDEMNIFICATION

         The Corporation shall indemnify any Director,  Officer, or employee, or
former Director,  Officer, or employee of the Corporation, or any person who may
have served,  at its  request,  as a Director,  Officer,  or employee of another
Corporation  in which  it owns  shares  of  capital  stock,  or of which it is a
creditor,   against  expenses  actually  and  necessarily  incurred  by  him  in
connection  with the defense of any action,  suit or  proceeding  in which he is
made a party by reason  of being or  having  been  such  Director,  Officer,  or
employee, if he acted in good faith and in a manner which he reasonably believed
to be in, or not opposed to, the best  interests of the  Corporation,  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

         The termination of any action,  suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner which he reasonably  believed to be in, or not opposed to,
the best interests of the  Corporation,  and that,  with respect to any criminal
action or proceeding, he had no reasonable cause to believe that his conduct was
unlawful  except in relation to matters as to which he shall be adjudged in such
action,  suit, or  proceeding  to be liable for  negligence or misconduct in the
performance  of his duty to the  Corporation  unless and only to the extent that
the court, in which such action or suit was brought, determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems  proper,  including:  attorneys  fees  actually  and
reasonably incurred by him in such defense, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him.

         Such rights of  indemnification  and reimbursement  shall not be deemed
exclusive of any other right to which such Director, Officer, or employee may be
entitled under any by-laws, agreement, vote of shareholders, or otherwise.

         The  Corporation  may purchase and maintain  insurance on behalf of any
person who is, or was, Director,  officer,  employee or agent of the Corporation
or who is, or was,  serving at the  request of the  Corporation  as a  Director,
Officer, employee, or agent of another corporation,  partnership, joint venture,
trust,  or other  enterprise  against  any  liability  asserted  against him and
incurred by him in such  capacity or arising out of his status as such,  whether
or not the  Corporation  would  have the power to  indemnify  him  against  such
liability under provisions of this Article.


                          ARTICLE XI - WAIVER OF NOTICE




                                      -14-

         Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or Director of the Corporation  under the provisions of
these by-laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.


                            ARTICLE XII - AMENDMENTS

         Except as  otherwise  provided  herein,  these  by-laws may be altered,
amended or repealed  and new by-laws may be adopted by the  affirmative  vote of
the  majority of the  Directors  then  holding  office at any regular or special
meeting of the Board of Directors.

         The  Board of  Directors  shall  have no  power  to  adopt a bylaw  (1)
requiring more than a majority of the voting shares for a quorum at a meeting of
shareholders,  or more than a majority of the votes cast,  except  where  higher
percentages  are  required  by law;  (2)  providing  for the  management  of the
corporation otherwise than by the Board of Directors or its Executive Committee;
(3) increasing or decreasing the number of Directors  except as herein provided;
(4) classifying and staggering the election of the Directors.