Ex 99.2                Prior Bylaws Sections 3.2 and 3.3

SECTION  3.2  -  Number, Election and Term. The number of directors which shall
constitute the whole  Board  shall be a minimum of one (1). The directors shall
be elected at the annual meeting of stockholders, except as provided in Section
3.3 and as provided in the Articles  of Incorporation and each director elected
shall hold office until his successor  shall  be  elected and shall qualify. At
each election for directors every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are directors to  be  elected and for whose
election  he  has  a  right  to  vote, or to cumulate his votes by  giving  one
candidate as many votes as the number  of  such  directors  multiplied  by  the
number  of  his  shares  shall equal, or by distributing such votes on the same
principle among any number  of such candidates. Directors need not be residents
of the State or stockholders  of  the  corporation.   The holders of the voting
stock shall be entitled to elect all directors.

SECTION 3.3 - Vacancies, Additional Directors and Removal  from Office.  If any
vacancy  occurs  in  the  Board  of  Directors  caused  by  death, resignation,
retirement,  disqualification  or  removal  from  office  of  any director,  or
otherwise,  then a special election shall be called to elect all  directorships
including those  not currently vacant. If any new directorship is created by an
increase in the authorized  number of directors, then the directorship shall be
filled by voting stock at a special  meeting  called  for  such  purpose  and a
director  so  chosen shall hold office until the next annual election and until
his successor shall be duly elected and shall qualify, unless sooner displaced.
A director may be removed either for or without cause at any special meeting of
stockholders duly called and held for such purpose.