EXHIBIT 3 (ii)

                                     BY-LAWS
                                       OF
                             MEIGUO VENTURES I, INC.


                               ARTICLE I - OFFICES

     Section  1.  The  registered  office  of the  corporation  in the  State of
Delaware shall be at 1201 Orange, Suite #600, in the city of Wilmington,  County
of New Castle, Delaware, 19899.

     The registered agent in charge thereof shall be Incorp Services, Inc.

     Section 2. The  corporation  may also have  offices at such other places as
the Board of  Directors  may from time to time  appoint or the  business  of the
corporation may require.

                                ARTICLE II - SEAL

       Section 1. The corporate  seal shall have  inscribed  thereon the name of
the  corporation,  the year of its  organization  and the words "Corporate Seal,
Delaware".

                      ARTICLE III - STOCKHOLDERS' MEETINGS

     Section 1. Meetings of stockholders  shall be held at the registered office
of the corporation in this state or at such place, either within or without this
state, as may be selected from time to time by the Board of Directors.

     Section 2. ANNUAL MEETINGS: The annual meeting of the stockholders shall be
held on such date as is  determined by the Board of Directors for the purpose of
electing  directors  and  for the  transaction  of such  other  business  as may
properly be brought before the meeting.

     Section  3.  ELECTION  OF  DIRECTORS:  Elections  of the  directors  of the
corporation shall be by written ballot.

     Section 4. SPECIAL MEETINGS:  The President,  or the Board of Directors may
call special meetings of the stockholders at any time, or stockholders  entitled
to cast at least one-fifth of the votes,  which all stockholders are entitled to
cast at the particular  meeting. At any time, upon written request of any person
or persons who have duly called a special  meeting,  it shall be the duty of the
Secretary  to fix the date of the  meeting,  to be held not more than sixty days
after receipt of the request,  and to give due notice thereof.  If the Secretary
shall neglect or refuse to fix the date of the meeting and give notice  thereof,
the person or persons calling the meeting may do so. Business  transacted at all

special meetings shall be confined to the objects stated in the call and matters
germane  thereto,  unless all  stockholders  entitled  to vote are  present  and
consent.

     Written notice of a special  meeting of  stockholders  stating the time and
place and object thereof,  shall be given to each  stockholder  entitled to vote
thereat at least ten days before such meeting, unless a greater period of notice
is required by statute in a particular case.

     Section 5. 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 stockholders.  If a majority of the outstanding  shares entitled
to vote is 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
noticed.  The stockholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

     Section  6.  PROXIES:  Each  stockholder  entitled  to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  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.

     A duly  executed  proxy  shall  be  irrevocable  if it  states  that  it is
irrevocable  and if,  and  only as  long  as,  it is  coupled  with an  interest
sufficient  in  law to  support  an  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.  All
proxies  shall be filed with the  Secretary  of the meeting  before  being voted
upon.

     Section 7.  NOTICE OF  MEETINGS:  Whenever  stockholders  are  required  or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which 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.

     Unless  otherwise  provided by law,  written notice of any meeting shall be
given not less than ten nor more than sixty days  before the date of the meeting
to each stockholder entitled to vote at such meeting.

     Section 8. CONSENT IN LIEU OF MEETINGS:  Any action required to be taken at
any annual or special meeting of  stockholders  of a corporation,  or any action
which may be taken' at any annual or special meeting of such  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 corporate action without a meeting by less than unanimous  written
consent shall be given to those stockholders who have not consented in writing.

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     Section 9. LIST OF  STOCKHOLDERS:  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 the 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.
No share of stock upon which any installment is due and unpaid shall be voted at
any meeting.  The list 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 present.

                             ARTICLE IV - DIRECTORS

     Section 1. The business and affairs of this corporation shall be managed by
its Board of Directors,  no less than one in number or such other minimum number
as is required by law.  The  directors  need not be  residents  of this state or
stockholders in the  corporation.  They shall be elected by the  stockholders of
the  corporation  or in the case of a vacancy by remaining  directors,  and each
director  shall be  elected  for the term of one year,  and until his  successor
shall be elected and shall qualify or until his earlier resignation or removal.

     Section 2. REGULAR  MEETINGS:  Regular  meetings of the Board shall be held
without notice other 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.

     Section 3. SPECIAL  MEETINGS:  the  President or any director  upon two-day
notice may call special meetings of the Board. The person or persons  authorized
to call  special  meetings  of the  directors  may fix the place for holding any
special meeting of the directors called by them.

     Section  4.  QUORUM:  A majority  of the total  number of  directors  shall
constitute a quorum for the transaction of business.

     Section 5. CONSENT IN LIEU OF 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 all members of the Board or committee,  as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the  minutes  of  proceedings  of the  Board  or  committee.  The  Board of
Directors may hold its meetings, and have an office or offices,  outside of this
state.

     Section 6. CONFERENCE TELEPHONE: One or more directors may participate in a
meeting of the Board,  of a committee  of the Board or of the  stockholders,  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 this  manner  shall  constitute  presence  in  person  at such
meeting.

     Section 7.  COMPENSATION:  Directors as such,  shall not receive any stated
salary for their  services,  but by  resolution  of the  Board,  a fixed sum and

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expenses of attendance, if any, may be allowed for attendance at each regular or
special  meeting of the Board provided,  that nothing herein  contained shall be
construed  to preclude any director  from serving the  corporation  in any other
capacity and receiving compensation therefore.

     Section 8. RESIGNATION AND REMOVAL:  Any director may resign at any time by
giving  notice to another  Board  member,  the President or the Secretary of the
corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board or by such officer,  and the
acceptance of such resignation shall not be necessary to make it effective.  Any
director  may be removed  with or without  cause at any time by the  affirmative
vote of  shareholders  holding of record in the aggregate at least a majority of
the  outstanding  shares  of  the  corporation  at  a  special  meeting  of  the
shareholders called for that purpose,  and may be removed for cause by action of
the Board.

                              ARTICLE V - OFFICERS

     Section 1. The executive officers of the corporation shall be chosen by the
directors  and  shall be a  President,  Secretary  and  Treasurer.  The Board of
Directors may also choose a Chairman, one or more Vice Presidents and such other
officers  as it shall  deem  necessary.  The same  person may hold any number of
offices.

     Section 2. SALARIES: Salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 3. TERM OF  OFFICE:  The  officers  of the  corporation  shall hold
office for one year and until their  successors  are chosen and have  qualified.
The Board of Directors  may remove any officer or agent  elected or appointed by
the Board whenever in its judgment the best interest of the corporation  will be
served thereby.

     Section 4. PRESIDENT: The President shall be the chief executive officer of
the  corporation;  he shall  preside at all  meetings  of the  stockholders  and
directors;  he shall have general and active  management  of the business of the
corporation,  shall see that all orders and resolutions of the Board are carried
into effect,  subject,  however,  to the right of the  directors to delegate any
specific powers,  except such as may be by statute exclusively  conferred on the
President, to any other officer or officers of the corporation. He shall execute
bonds,  mortgages and other  contracts  requiring a seal,  under the seal of the
corporation.  He shall be EX-OFFICIO a member of all committees,  and shall have
the general power and duties of supervision and management usually vested in the
office of President of a corporation.

     Section 5. SECRETARY:  The Secretary shall attend all sessions of the Board
and all meetings of the  stockholders  and act as clerk thereof,  and record all
the votes of the corporation  and the minutes of all its  transactions in a book
to be kept for that purpose, and shall perform like duties for all committees of
the Board of  Directors  when  required.  He shall  give,  or cause to be given,
notice of all meetings of the  stockholders  and of the Board of Directors,  and
shall  perform such other duties as may be  prescribed by the Board of Directors
or  President,  and under whose  supervision  he shall be. He shall keep in safe
custody the corporate seal of the corporation, and when authorized by the Board,
affix the same to any instrument requiring it.

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     Section 6.  TREASURER:  The  Treasurer  shall have custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the  corporation,  and shall keep the moneys
of the corporation in a separate  account to the credit of the  corporation.  He
shall  disburse  the funds of the  corporation  as may be  ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President
and  directors,  at the  regular  meetings of the Board,  or  whenever  they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the corporation.

                             ARTICLE VI - VACANCIES

     Section 1. The Board of Directors  shall fill any vacancy  occurring in any
office of the  corporation  by death,  resignation,  and  removal or  otherwise.
Vacancies and newly  created  directorships  resulting  from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office,  although less than a quorum, or by a sole remaining director.  If at
any time,  by reason of death or  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  for the  person or estate of a
stockholder,  may call a special  meeting of stockholders in accordance with the
provisions of these By-Laws.

     Section  2.  RESIGNATIONS  EFFECTIVE  AT  FUTURE  DATE:  When  one or  more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office,  including those who have so resigned,  shall have
power to fill such  vacancy or  vacancies,  the vote thereon to take effect when
such resignation or resignations shall become effective.

                         ARTICLE VII - CORPORATE RECORDS

     Section 1. 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 for business to inspect for any proper  purpose
the corporation's stock ledger, a list of its 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
every  instance  where an  attorney or other agent shall be the person who seeks
the right to  inspection,  a power of  attorney  or such  other  writing,  which
authorizes  the attorney or other agent to so act on behalf of the  stockholder,
shall  accompany the demand under oath.  The demand under oath shall be directed
to the  corporation at its  registered  office in this state or at its principal
place of business.

               ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

     Section 1. The stock  certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they are
issued. They shall bear the corporate seal and shall be signed by the president.

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     Section 2. TRANSFERS: Transfers of shares shall be made on the books of the
corporation upon surrender of the certificates therefor,  endorsed by the person
named in the  certificate or by attorney,  lawfully  constituted in writing.  No
transfer shall be made which is inconsistent with law.

     Section 3. LOST CERTIFICATE: The corporation may issue a new certificate of
stock in the place of any certificate  theretofore signed 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 4. 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.  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,  or, 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  entitled  to express
          consent  to  corporate  action in writing  without a meeting,  when no
          prior action by the Board of Directors is necessary,  shall be the day
          on which the first written consent is expressed.

     c.   The record date for  determining  stockholders  for any other  purpose
          shall be at the  close of  business  on the day on which  the Board of
          Directors adopts the resolution relating thereto.

     d.   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:  The Board of Directors may declare and pay dividends
upon the outstanding  shares of the  corporation,  from time to time and to such
extent as they deem  advisable,  in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.

     Section 6. RESERVES:  Before payment of any dividend there may be set aside
out of the net  profits of the  corporation  such sum or sums as the  directors,
from time to time, in their absolute discretion,  think proper as a reserve fund
to  meet  contingencies,  or  for  equalizing  dividends,  or for  repairing  or

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maintaining  any property of the  corporation,  or for such other purpose as the
directors  shall think  conducive to the interests of the  corporation,  and the
directors may abolish any such reserve in the manner in which it was created.

                      ARTICLE IX - MISCELLANEOUS PROVISIONS

     Section  1.  CHECKS:  such  officer  or  officers  shall sign all checks or
demands for money and notes of the  corporation  as the Board of  Directors  may
from time to time designate.

     Section 2.  FISCAL  YEAR:  The fiscal  year shall begin on the first day of
January.

     Section 3. NOTICE:  Whenever  written notice is required to be given to any
person,  it may be given to such person,  either personally or by sending a copy
thereof  through  the mail,  or by  telegram,  charges  prepaid,  to his address
appearing on the books of the corporation, or supplied by him to the corporation
for the  purpose of notice.  If the notice is sent by mail or by  telegraph,  it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph  office for  transmission  to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a  special  meeting  of  stockholders,  the  general  nature  of the
business to be transacted.

     Section 4. WAIVER OF NOTICE:  Whenever  any  written  notice is required by
statute,  or by the  Certificate  or the  By-Laws of this  corporation  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.  Except  in the  case  of a  special  meeting  of
stockholders,  neither the business to be  transacted  at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance of
a person either in person or by proxy, at any meeting shall  constitute a waiver
of notice  of such  meeting,  except  where a person  attends a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting was not lawfully called or convened.

     Section 5.  DISALLOWED  COMPENSATION:  Any  payments  made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or  entertainment  expense  incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service,  shall
be reimbursed by such officer or employee to the  corporation to the full extent
of such  disallowance.  It shall be the duty of the  directors,  as a Board,  to
enforce  payment  of each such  amount  disallowed.  In lieu of  payment  by the
officer  or  employee,   subject  to  the   determination   of  the   directors,
proportionate  amounts may be  withheld  from his future  compensation  payments
until the amount owed to the corporation has been recovered.

     Section 6.  RESIGNATIONS:  Any director or other  officer may resign at any
time, such  resignation to be in writing and to take effect from the time of its
receipt by the  corporation,  unless some time be fixed in the  resignation  and
then from that date.  The  acceptance of a resignation  shall not be required to
make it effective.

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                          ARTICLE X - ANNUAL STATEMENT

     Section 1. The President  and the Board of Directors  shall present at each
annual meeting a full and complete  statement of the business and affairs of the
corporation  for the  preceding  year.  Such  statement  shall be  prepared  and
presented in whatever  manner the Board of Directors  shall deem  advisable  and
need not be verified by a Certified Public Accountant.

                   ARTICLE XI - INDEMNIFICATION AND INSURANCE:

     Section 1. (a) RIGHT TO  INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party or is involved in any action,  suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal representative,  is or was a director or officer,
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith and such indemnification  shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators;  provided, however, that, except
as provided in paragraph (b) hereof,  the  Corporation  shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by  the  Board  of  Directors  of  the  Corporation.  The  right  to
indemnification  conferred in this Section  shall be a contract  right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition:  provided,
however,  that, if the Delaware General Corporation Law requires, the payment of
such  expenses  incurred  by a director  or officer in his or her  capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the corporation
of an  undertaking,  by or on behalf of such  director or officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified  under this Section.  The  Corporation
may, by action of its Board of Directors,  provide  indemnification to employees
and agents of the  Corporation  with the same scope and effect as the  foregoing
indemnification of directors and officers.

     (b) RIGHT OF CLAIMANT TO BRING SUIT: If a claim under paragraph (a) of this
Section  is not  paid in full by the  Corporation  within  thirty  days  after a
written claim has been received by the Corporation, the claimant may at any time

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thereafter  bring suit against the  Corporation  to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting  such claim. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the  required  undertaking,  if  any  is  required,  has  been  tendered  to the
Corporation)  that the claimant has not met the  standards of conduct which make
it permissible under the Delaware General Corporation law for the Corporation to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense  shall be on the  Corporation.  Neither the  failure of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard or conduct.

     (c)   Notwithstanding   any   limitation  to  the  contrary   contained  in
sub-paragraphs  (a) and 8 (b) of this section,  the  corporation  shall,  to the
fullest extent  permitted by Section 145 of the General  Corporation  Law of the
State of Delaware,  as the same may be amended and  supplemented,  indemnify any
and all persons  whom it shall have power to  indemnify  under said section from
and against any and all of the expenses,  liabilities or other matters  referred
to in or covered by said section,  and the  indemnification  provided for herein
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any By-law,  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 director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.

     (d) INSURANCE:  The Corporation may maintain insurance,  at its expense, to
protect itself and any director,  officer,  employee or agent of the Corporation
or another corporation,  partnership,  joint venture,  trust or other enterprise
against any such  expense,  liability  or loss,  whether or not the  Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

                            ARTICLE XII - AMENDMENTS

     Section  1.  These  By-Laws  may be  amended  or  repealed  by the  vote of
directors.

     The  above  By-Laws  are  certified  to have been  adopted  by the Board o#
Directors of the Corporation on the 8th day of November 2008.


                                             /s/ David W. Keaveney
                                             -----------------------------------
                                             David W. Keaveney
                                             President

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