Exhibit 3.(II)


                                     BYLAWS
                                       OF
                        NATIONAL EQUITIES HOLDINGS, INC.
                             A Delaware Corporation

                                    ARTICLE I
                                CORPORATE OFFICES

         Section 1. Registered Office. The registered office of the Corporation
in the State of Delaware shall be located at Corporate Trust Center, 1209 Orange
Street, Wilmington, County of New Castle.

         Section 2. Principal Office. The principal office of the Corporation
shall be located at 3430 E. Flamingo Rd, Ste. 206 Las Vegas, Nevada 89121.

The Board of Directors (herein referred to as the "Board") is hereby granted the
full power and authority, by a resolution of a major of the directors, to change
the principal office from one location to another. Any such change shall be
noted in these Bylaws opposite this section, and this section may be amended to
state the new location.

         Section 3. Other Offices. The Corporation may establish any additional
offices, at any place or places, as the Board may designate, or as the business
of the Corporation shall require.


                                   ARTICLE II
                              STOCKHOLDERS MEETINGS

         Section 1. Place of Meeting. Meetings of the Stockholders of the
Corporation shall be held at the principal office or at such place, within or
without the State of Delaware, as may from time to time be designated for that
purpose by the Board.

         Section 2. Annual Meetings. The annual meeting of the Stockholders
shall be held on such date and at such time designated, from time to time, by
resolution of the Board.

         Section 3. Special Meetings. Special Meetings of the Stockholders for
the purpose of taking any action which the Stockholders are permitted to take
under the General Corporation Law of the State of Delaware (herein, as the same
may from time to time be amended, referred to as the "General Corporation Law")
may be called at any time by the Chief Executive Officer, the President, the
Chairman of the Board or the Board.

         Section 4. Notice of Meetings. Except as otherwise provided by statute,
written or printed notice of each meeting of the Stockholders of the
Corporation, whether annual or special, shall be given not less than ten or more
than sixty days prior to


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the date upon which the meeting is to be held to each stockholder entitled to
vote at such meeting by leaving such notice with him personally at, or by
transmitting such notice with confirmed recorded communication, provided that
delivery (including telex, telegraph, cable or other form of recorded
communication, provided that delivery of such notice in written form is
confirmed in a writing) to, his residence or usual place of business. If mailed,
such notice shall be deemed delivered when deposited in the United States mail
in a sealed envelope addressed to the stockholder at his address as it appears
on the stock records of the Corporation, with postage thereon prepaid. Such
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. If a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken and, at the adjourned meeting, such business may
be transacted as might properly have been transacted at the original meeting. If
the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at such
meeting.

         Notice of a Stockholders' meeting or adjournment thereof is waived upon
the occurrence of the following:

         (a) A Stockholders' meeting is adjourned and a time and place for
readjournment is announced at the meeting at which the adjournment is taken, and
such date of readjournment is no more than 30 days from the date of adjournment;

         (b) Receipt by the Corporation of a written notice of waiver, signed by
the person entitled to notice before or after the time stated therein;

         (c) Attendance by the person entitled to notice and failure of such
person to object to the transaction of any business because the meeting is not
lawfully called or convened.

         Wherever notice is required to be given under any statute or the
Certificate of Incorporation or these Bylaws to any Stockholder to whom (a)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings or (b) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve month period, have been mailed addressed to such
person at his address as shown on the records of the Corporation and have been
returned because undeliverable, the giving of notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the




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Corporation a written notice setting forth his then current address, the
requirement that notice be given to such person shall be reinstated. In the
event that the action taken by the Corporation is such as to require the filing
of a certificate under any of the other sections of the General Corporation Law,
the certificate need not state that notice was not given to persons to whom
notice was not required to be given pursuant to this Section 4.

         Section 5. Quorum. On all questions, the presence of the holders of a
majority of the shares entitled to vote, in person or by proxy, shall constitute
a quorum for the transaction of business at any meeting of the Stockholders. On
all questions, the Stockholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by a least a
majority of the shares required to constitute a quorum.

         Section 6. Adjourned Meeting. Any Stockholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned by vote of a
majority of the shares present, either in person or by proxy, but in the absence
of a quorum no other business may be transacted at such meeting, except as
expressly provided in Section 5 of this Article.

         Section 7. Voting.

         (a) The Stockholders entitled to notice of any meeting or to vote at
such meeting shall only be persons whose names stand on the stock records of the
Corporation on the record date determined in accordance with the provisions of
Section 12 of this Article, provided, however, that if no such record date shall
be fixed by the Board, only persons in whose names shares stand on the stock
records of the corporation at the close of business on the business day next
preceding the day on which notice of the meeting is given or if such notice is
waived, at the close of business or the business day next preceding the day on
which the meeting of Stockholders is held, shall be entitled to vote at such
meeting, and such day shall be the record date for such meeting.

         (b) Voting shall in all cases be subject to the provisions of Sections
217 and 128 of the General Corporation Law (relating to voting of shares held by
fiduciaries or pledgors, held in joint ownership, and voting of shares by voting
trusts or in accordance with other voting agreements).

         (c) At each meeting of the Stockholders of the Corporation, holders of
a majority of the voting power of the Corporation entitled to vote thereat,
present either in person or by proxy, shall constitute a quorum for the
transaction of business. In the absence of quorum, the Stockholders of the
Corporation present in




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person or by proxy and entitled to vote at the meeting may, by majority vote,
or, in the absence of all Stockholders, any officer entitled to preside or act
as Secretary at such meeting, shall have the power to adjourn the meeting from
time to time until Stockholders holding the requisite amount of stock shall be
present in person or by proxy. At any such adjourned meeting at which a quorum
may be present, any business may be transacted which might have been transacted
at the meeting as originally called.

         (d) On all questions, each Stockholder of the Corporation entitled to
vote on such questions shall be entitled to vote in person or by proxy one vote
for each share of Common Stock of the Corporation held by such Stockholder.
Unless otherwise provided in the Certificate of Incorporation or by statute, the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present shall be the act of the Stockholders.
Unless demanded by a Stockholder present in person or by proxy at any meeting
and entitled to vote thereat, the vote on any question need not be by ballot.
Upon demand for a vote by ballot upon any question by any Stockholder present in
person or by proxy at any meeting and entitled to vote thereat, such vote shall
be taken by ballot. On any vote taken by ballot, each ballot shall be signed by
the Stockholder voting, or by his lawful proxy, and shall state the number and
kind of shares voted.

         Section 8. Proxies. Each Stockholder entitled to vote at a meeting of
Stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. Any such proxy shall be delivered
to the secretary of such meeting, at or prior to the time designated in the
order of business for so delivering such proxies. A duly elected proxy shall be
irrevocable if it states that it is irrevocable and if, and only so long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the Corporation
generally.

         Section 9. Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of Stockholders, a complete list of Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder, for any purposes
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





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inspected by any Stockholder who is present.

         Section 10. Inspectors of Election. In advance of any meeting of the
Stockholders, the Board shall appoint at least one person, other than nominees
for office, as inspector of election to act at such meeting or any adjournment
thereof. The number of such inspectors of election shall be one or three. In
case any person appointed as inspector fails to appear or refuses to act, the
vacancy shall be filled by appointment by the Board in advance of the meeting,
or at the meeting by the chairman of the meeting. If there are three inspectors
of election, the decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all.

         The duties of each such inspector of election shall include:

         (a) determining the number of shares outstanding and the voting power
of each;

         (b) determining the shares represented at the meeting;

         (c) determining the existence of a quorum;

         (d) determining the authenticity, validity and effect of proxies;

         (e) receiving votes, ballots or consents;

         (f) hearing and determining all challenges and questions in any way
arising in connection with the right to vote;

         (g) retaining for a reasonable period the disposition of any challenges
made to the inspector's determinations;

         (h) counting and tabulating all votes;

         (i) determining when the polls shall close;

         (j) determining the result of any election;

         (k) certifying the determination of the number of shares represented at
the meeting, and the count of all votes and ballots;

         (l) certifying any information considered in determining the validity
and counting of proxies and ballots if that information is used for the purpose
of reconciling proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than the
Stockholder holds of record; and

         (m) performing such acts as may be proper to conduct the election or
vote with fairness to all Stockholders.


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         Section 11. 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 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 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.

         If no record date is fixed:

         (a) The record date for determining Stockholders entitled to notice of
or to vote at a meeting of Stockholders shall be at the close of business on the
day next preceding the day on which notice is given, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held;

         (b) The record date for determining Stockholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.

         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 may fix a new record date for the adjourned
meeting.

         Section 12. Procedures for Meetings. All meetings of Stockholders shall
be conducted according to such rules and procedures as the Board of Directors
may establish by resolution or, absent such a resolution, which the person
presiding over the meeting shall determine from time to time as being in the
best interests of the Stockholders and as may be deemed appropriate for insuring
that such meetings are conducted in a fair and orderly manner and in accordance
with the Certificate of Incorporation and these Bylaws.

         Section 13. Opening and Closing of Polls. An announcement shall be made
at each meeting of the Stockholders by the Chairman of the meeting of the date
and time of the opening and closing of polls for each matter upon which the
Stockholders will vote at the meeting. No ballots, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the inspectors of
election after the closing of the polls unless the Delaware Court of Chancery
upon application by a Stockholder shall determine otherwise.




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                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 1. Powers. The business and affairs of the Corporation shall be
managed by, or under the direction of the Board, except as may be otherwise
provided by the General Corporation Law or in the Certificate of Incorporation
or these Bylaws. Without prejudice to such powers, but subject to the same
limitation, it is hereby expressly declared that the directors shall have the
following powers in addition to other powers enumerated in these Bylaws:

         (a) To 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 Certificate of Incorporation, and with these Bylaws; fix their
compensation; and require from them security for faithful service;

         (b) To conduct, manage and control the affairs and business of the
Corporation, and to make rules and regulations therefor consistent with law,
with the Certificate of Incorporation and with these Bylaws;

         (c) To change the offices of the Corporation from one location to
another; to fix and locate from time to time one or more other offices of the
Corporation within or without the State of Delaware; to cause the Corporation to
be qualified to do business and to conduct business in any other state,
territory, dependency or country; and to designate any place within or without
the State of Delaware for the holding of any Stockholders' meeting or meetings,
including annual meetings;

         (d) To adopt, make and use a corporate seal; to prescribe the forms and
certificates of stock; and to alter the form of the seal and certificates;

         (e) To authorize the issuance of shares of stock of the Corporation
from time to time, upon such terms and for such consideration as may be lawful;

         (f) To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities therefor.

         Section 2. Number and Qualifications. The number of directors of the
Corporation shall be as specified in the Certificate of Incorporation. Directors
need not be Stockholders of the Corporation unless required by the Certificate
of Incorporation.




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         Section 3. Election and Term of Office. Members of the Board of
Directors shall hold office for the terms specified in the Certificate of
Incorporation and until their successors have been elected as provided in the
Certificate of Incorporation.

         Section 4. Vacancies.

         (a) Any vacancy on the Board of Directors however resulting, shall be
filled only by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director, and not by the Stockholders. Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.

         (b) If at any time, by reason of death, resignation or other cause, the
Corporation should have no directors in office, then any officer or any
Stockholder or an executor, administrator, trustee or guardian of a Stockholder,
or other fiduciary entrusted with like responsibility of the person or estate of
a Stockholder, may call a special meeting of Stockholders in accordance with the
provisions of the Certificate of Incorporation and the Bylaws or may apply to
the Delaware Court of Chancery for a decree summarily ordering an election as
provided in Section 211 of the General Corporation Law.

         (c) If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Delaware Court of Chancery may, upon application of any Stockholder or
Stockholders holding at least 10 percent of the total number of shares at the
time outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by Section 211 of the General Corporation Law.

         (d) Any or all of the directors of the Corporation may be removed from
office at any time, for cause only, by the affirmative vote of the holders of
75% of the shares of the Corporation then entitled to vote generally in the
election of directors, considered for purposes of this Section 4(a) as one
class.

         (e) Any director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board, unless the
notice specifies a later date for the effectiveness of such resignation.

         Section 5. Place of Meeting. Unless otherwise provided in the
Certificate of Incorporation, or by unanimous written consent of all action
directors, meetings, both regular and special, of the Board shall be held at the
Corporation's principal executive offices or at such other place or places
within or without the



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State of Delaware, as the Board may from time to time determine.

         Section 6. Regular Meetings. Immediately following each annual meeting
of the Stockholders of the Corporation the Board shall hold a regular meeting at
the same time at which such Stockholders' meeting is held, or any other place as
may be fixed from time to time by the Board of Directors. Notice of such meeting
need not be given.

         Other regular meetings of the Board shall be held without call at such
time and place as the Board may from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting which would otherwise be held on
that day shall be held at the same hour on the next succeeding business day not
a legal holiday. Notice of a regular meeting need not be given.

         Section 7. Special Meetings. Except as otherwise provided in the
Certificate of Incorporation, special meetings of the Board for any purpose or
purposes may be called at any time by the Chairman of the Board, the Chief
Executive Officer, the President, the Secretary or by any three directors.

         Written notice of the time and place of special meetings shall be
delivered personally to each director or communicated to each director by
telephone, telegraph, telex, facsimile transmission, courier service, cable or
mail or other form of recorded communication, charges prepaid, addressed to each
director at that director's address as it is shown on the records of the
Corporation or, if it is not so shown on such records or is not readily
ascertainable, at the director's residence or usual place of business. In case
such notice is mailed, it shall be deposited in the United States mail at least
seven days prior to the time of the holding of the meeting. In case such notice
is delivered personally or by other form of written communication, it shall be
delivered at least 48 hours before the time of the holding of the meeting. The
notice shall state the time of the meeting, but need not specify the place of
the meeting if the meeting is to be held at the principal executive office of
the Corporation. The notice need not state the purpose of the meeting unless
expressly provided otherwise by statute.

         Section 8. Meetings by Communication Equipment. Members of the Board of
the Corporation, or any committee designated by the Board, may participate in a
meeting of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at such meeting.



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         Section 9. Quorum and Manner of Acting. The presence of a majority of
the total number of directors shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at a meeting duly
held shall be the act of the Board. In the absence of a quorum, a majority of
the directors present may adjourn any meeting from time to time until a quorum
is present. Notice of a adjourned meeting need not be given.

         Section 10. Validation of Defectively Called or Noticed Meetings. The
transactions of any meeting of the Board, however called and noticed and
wherever held, shall be as valid as though made or performed at a meeting duly
held after regular call and notice, if, either before or after the meeting, each
of the directors not present or who, though present, has prior to the meeting or
at its commencement protested the lack of proper notice to such director, signs
a written waiver of notice or a consent to holding such meeting or approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

         Section 11. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing and the writings are filed with the minutes of
proceedings of the Board or committee.

         Section 12. Compensation of Directors. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses incurred by them, as may be fixed or determined by
resolution of the Board of Directors.

         Section 13. Committees. The Board may, by resolution passed by a
majority of the directors, designate one or more committees, each committee to
consist of one or more directors of the Corporation, and the directors
constituting such committee. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it, but no such committee shall have power or
authority in reference to amending the consolidation, recommending to the
Stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the Stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a



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certificate of ownership and merger. Any director may be removed from a
committee with or without cause by the affirmative vote of a majority of the
entire Board of Directors.


                                   ARTICLE IV
                                    OFFICERS

         Section 1. Officers. The Officers of the Corporation shall be a
Chairman, a President, a Chief Executive Officer, a Chief Operating Officer, a
Treasurer, and a Secretary. The Corporation may also have, at the discretion of
the Board, one or more Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article. Any number of
offices may be held by the same person.

         Section 2. Election of Officers. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article, shall be chosen annually by the Board,
and each shall serve at the pleasure of the Board.

         Section 3. Subordinate Officers. The Board may appoint, and may empower
the Chief Executive Officer to appoint, such other officers as the business of
the Corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in these Bylaws or
as the Board or Chief Executive Officer may from time to time determine.

         Section 4. Removal and Resignation of Officers. Without prejudice to
the rights, if any, of an officer under any contract of employment, any officer
may be removed, either with or without cause, by the Board, at any regular or
special meeting of the Board, or by any officer upon whom such power of removal
may be conferred by the Board.

         Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; the acceptance of the
resignation shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the Corporation under any contract
to which the officer is a party.

         Section 5. Vacancies in Offices. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular election or appointment to
such office.

         Section 6. Chairman of the Board. The Chairman of the Board, or
Co-Chairman, if such an officer or officers be elected, shall, if present,
preside at all meetings of the Board and


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exercise and perform such other powers and duties as may be from time to time
assigned to him or them by the Board. If there shall be Co-Chairmen of the Board
they shall agree between themselves who shall preside at meetings of the Board
and, if there shall be no agreement, the Secretary shall preside.

         Section 7. Chief Executive Officer. Subject to such supervisory powers,
if any, as may be given by the Board to the Chairman of the Board, the Chief
Executive Officer, if such an officer be elected, shall, subject to the control
of the Board, and the Chairman, have general supervision, direction and control
of the business and the officers of the Corporation. The Chief Executive
Officer, shall preside at all meetings of the Stockholders and, in the absence
of the Chairman of the Board, or both Co-Chairmen, or if there be none, at all
meetings of the Board. The Chief Executive Officer shall exercise and perform
such other powers and duties as may be from time to time assigned to him by the
Board.

         Section 8. President. Subject to such supervisory powers, if any, as
may be given by the Board to the Chairman of the Board and the Chief Executive
Officer, if there be such officers, the President shall be the chief operating
officer of the Corporation and shall, subject to the control of the Board, have
general supervision, direction, and control of the business and the officers of
the Corporation (other than the Chairman and Chief Executive Officer). The
President shall preside at all meetings of the Stockholders in the absence of
the Chairman and the Chief Executive Officer, and, in the absence of the
Chairman and the Chief Executive Officer, at all meetings of the Board. The
President shall have the general powers and duties of management usually vested
in the office of president and general manager of a Corporation, and shall have
such other powers and duties as may be prescribed by the Board and the Chief
Executive Officer.

         Section 9. Vice President. In the absence or disability of the
Chairman, the Chief Executive Officer and the President, the Vice Presidents, or
any, in order of their rank as fixed by the Board, or, if not ranked, the Vice
President designated by the Board shall perform all the duties of such officer,
and when so acting shall have all the powers of, and be subject to all the
restrictions upon, such offices. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board, the Chief Executive Officer or the President.

         Section 10. Secretary. The Secretary shall keep, or cause to be kept,
at the principal executive office or such other place as the Board may direct, a
book of minutes of all meetings and actions of directors, committees of
directors, and Stockholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice given, the names of
those present at directors' meetings or committee meetings, the



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number of shares present or represented at Stockholders' meetings, and the
proceedings.

         The Secretary shall give, or cause to be given, notice of all meetings
of the Stockholders and of the Board required by the Bylaws or by law to be
given, and he shall keep the seal of the Corporation, if one be adopted, in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.

         Section 11. Treasurer. The Treasurer shall be the Chief Financial and
Accounting Officer and shall keep and maintain, or cause to be kept and
maintained, 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, and shall send or cause to be sent to the Stockholders of the
Corporation such financial statements and reports as are by law or these Bylaws
required to be sent to them. The books of account shall at all reasonable times
be open to inspection by any director.

         The Treasurer shall deposit all monies and other valuables in the name
or to the credit of the Corporation with such depositories as may be designated
by the Board. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board, shall render to the President and directors, whenever
they request it, an account of all transactions undertaken as Chief Financial
Officer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board.


                                    ARTICLE V
                          INDEMNIFICATION OF DIRECTORS,
                      OFFICERS, EMPLOYEES AND OTHER AGENTS

         Section 1. Agents, Proceedings and Expenses. For the purposes of this
Article, "agent" means any person who is or was a director, officer, employee or
other agent of the corporation, or is or was a director, officer, employee or
agent of corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, or was a director, officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or complete action or proceeding,
whether civil, criminal, administrative, or investigative; and "expenses"
includes, without limitation, attorneys' fees and any expenses of establishing a
right to indemnification under Section 2 or Section 3 of this Article.



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         Section 2. Actions Other Than By The Corporation. The Corporation shall
have power to indemnify any 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 (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or 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 expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest 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, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 3. Actions by the Corporation. The Corporation shall have power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or 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 expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged 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 of Chancery or the court in which such action or suit
was brought shall determine 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 which the Court of
Chancery or such other court shall deem proper.

         Section 4. Successful Defense by Agent. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 2 and 3, or in



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defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         Section 5. Required Approval. Any indemnification under Sections 1 and
2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 2 and 3. Such
determination shall be made (a) by the Board by a majority vote of quorum
consisting of directors who were not parties to such actions, suit or
proceedings, or (b) if such disinterested directors so direct, by independent
legal counsel in a written opinion, or (c) by the affirmative vote of a majority
of Stockholders.

         Section 6. Advance of Expenses. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board in the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board deems appropriate.

         Section 7. Contractual Rights. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of Stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and 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 such a person.

         Section 8. Limitations. No indemnification or advance shall be made
under this Article, except as provided in Section 4, in any circumstances where
it appears:

         (a) That it would be inconsistent with a provision of the Certificate
of Incorporation, a resolution of the Stockholders or an agreement in effect at
the time of accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or

         (b) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.



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         Section 9. Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was director, officer,
employee or agent of the Corporation, or 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 any 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 the provisions of this Article.

         Section 10. Constituent Corporations. For purposes of this Article,
references to "the Corporation" shall include, in addition to the Corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees or agents of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued.

         Section 11. Definitions. For purposes of this Article, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and an person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to that best interest of the Corporation" as referred to in
this Article.


                                   ARTICLE VI
                                  MISCELLANEOUS

         Section 1. Inspection of Books and Records by Stockholders. Any
Stockholder of record, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours of business to inspect for any proper purpose the Corporation's
stock ledger, a list of Stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a Stockholder. In



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every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by the power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the Stockholder. The demand under oath shall be directed
to the Corporation at its registered office in the State of Delaware or at its
principal place of business.

         Section 2. Inspection of Books and Records by Directors. Any director
shall have the right to examine the Corporation's stock ledger, a list of its
Stockholders and its other books and records for a purpose reasonably related to
his position as a director. Such right to examine the records and books of the
Corporation shall include the right to make copies and extracts therefrom.

         Section 3. Checks, Drafts, Evidences of Indebtedness. All checks,
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board.

         Section 4. Corporate Contracts and Instruments; How Executed. The
Board, except as otherwise provided in these Bylaws, may authorize any officer
or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation, and this authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the Board or within the agency power of the officer, no officer,
agent, or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

         Section 5. Certificate for Shares. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by the Chairman, a Co-Chairman or the Treasurer, or the
Secretary or an Assistant Secretary of the Corporation representing the number
of shares owned by him in the Corporation. Any or all the signatures on the
certificates may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

         Section 6. Transfer of Shares. Transfer of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof, or by his attorney thereunto authorized by a power of attorney
duly executed and filed with the Secretary of the Corporation or a transfer
agent of the


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Corporation, if any, and on surrender of the certificate or certificates for
such shares properly endorsed. A person in whose name shares of stock appear on
the books of the Corporation shall be deemed the owner thereof as regards the
Corporation, and upon any transfer of shares of stock the person or persons into
whose name or names such shares shall have been transferred, with respect to all
rights, privileges and obligations of holders of stock of the Corporation and as
against the Corporation or any other person or persons. The term "person" or
"persons" wherever used herein shall be deemed to include any partnership,
corporation, association or other entity. Whenever any transfer of shares shall
be made for collateral security, and not absolutely, such fact, if known to the
Secretary or to such transfer agent, shall be so expressed in the entry of
transfer.

         Section 7. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen or destroyed certificate,
or his legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

         Section 8. Representation of Shares of Other Corporations. The Chairman
of the Board, the President, or any Vice-President or any person designated by
any such officers, is authorized, in the absence of authorization by the Board,
to vote on behalf of the Corporation any and all shares of any other corporation
or corporations, foreign or domestic, for which the Corporation has the right to
vote. The authority granted to these officers to vote or represent on behalf of
the Corporation any and all shares held by the Corporation in any other
corporation or corporations may be exercised by any of these officers in person
or by any person authorized to do so by proxy duly executed by these officers.

         Section 9. Construction and Definitions. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
General Corporation Law 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 "person" includes
both the corporation or other entity and a natural person.

         Section 10. Amendments. Unless otherwise provided in the Certificate of
Incorporation, the power to adopt, amend or repeal any Bylaws of the Corporation
shall be in the Stockholders of the Corporation holding at least 75% of these
shares entitled to vote considered as one class, and by the Board.


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         Section 11. Seal. The Board of Directors shall adopt a corporate seal,
which shall be in the form of a circle and shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

         Section 12. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January of each year.

         Section 13. Dividends; Surplus. Subject to the provisions of the
Certificate of Incorporation and any restrictions imposed by statute, the Board
of Directors may declare dividends out of the net assets of the Corporation in
excess of its capital or, in case there shall be no such excess, out of the net
profits of the Corporation for the fiscal year then current and/or the preceding
fiscal year, or out of any funds at the time legally available for the
declaration of dividends (hereinafter referred to as "surplus or net profits")
whenever, and in such amounts as, in its sole discretion, the conditions and
affairs of the Corporation shall render advisable. The Board of Directors in its
sole discretion may, in accordance with law, from time to time set aside from
surplus or net profits such sum as it may think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for the purpose of maintaining or
increasing the property or business of the Corporation, or for any other
purposes as it may think conducive to the best interests of the Corporation.




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