BY-LAWS OF

                                  FINDWHAT.COM


                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.01 Annual Meeting.  The annual meeting of the stockholders  shall
be held at such date and time as shall be  designated  by the board of directors
and stated in the notice of the meeting or in a  duly-executed  waiver of notice
thereof.  If the corporation  shall fail to provide notice of the annual meeting
of the  stockholders as set forth above,  the annual meeting of the stockholders
of the  corporation  shall be held  during the month of  November or December of
each year as determined  by the Board of Directors,  for the purpose of electing
directors  of the  corporation  to serve  during  the  ensuing  year and for the
transaction of such other  business as may properly come before the meeting.  If
the election of the directors is not held on the day  designated  herein for any
annual meeting of the stockholders, or at any adjournment thereof, the President
shall cause the election to be held at a special meeting of the  stockholders as
soon thereafter as is convenient.

     Section 1.02 Special Meetings.  Special meetings of the stockholders may be
called by the  President  or the Board of  Directors  and shall be called by the
President  at the  written  request  of the  holders of not less than 51% of the
issued and outstanding shares of capital stock of the corporation.

     All  business  lawfully  to  be  transacted  by  the  stockholders  may  be
transacted  at any  special  meeting at any  adjournment  thereof.  However,  no
business  shall be acted upon at a special  meeting,  except that referred to in
the notice calling the meeting,  unless all of the outstanding  capital stock of
the  corporation is represented  either in person or by proxy.  Where all of the
capital stock is  represented,  any lawful  business may be  transacted  and the
meeting shall be valid for all purposes.

     Section  1.03 Place of  Meetings.  Any meeting of the  stockholders  of the
corporation  may be held at its principal  office in the State of Nevada or such
other  place  in or out of the  United  States  as the  Board of  Directors  may
designate.  A waiver of notice signed by the  stockholders  entitled to vote may
designate any place for the holding of such meeting.

     Section 1.04 Notice of Meetings.

          (a) The Secretary shall sign and deliver to all stockholders of record
     written or printed  notice of any  meeting at least ten (10) days,  but not
     more than sixty (60) days, before


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     the date of such meeting; which notice shall state the place, date and time
     of the meeting,  the general nature of the business to be transacted,  and,
     in the case of any meeting at which directors are to be elected,  the names
     of nominees, if any, to be presented for election.

          (b) In the case of any meeting,  any proper  business may be presented
     for  action,  except  that the  following  items shall be valid only if the
     general nature of the proposal is stated in the notice or written waiver of
     notice:

               (1) Action with  respect to any contract or  transaction  between
          the  corporation  and one or more of its  directors  or another  firm,
          association,  or corporation in which one or more of its directors has
          a material financial interest;

               (2) Adoption of amendments to the Articles of Incorporation; or

               (3)   Action   with   respect  to  the   merger,   consolidation,
          reorganization, partial or complete liquidation, or dissolution of the
          corporation.

          (c) The notice shall be personally  delivered or mailed by first class
     mail to each  stockholder of record at the last known address  thereof,  as
     the same  appears on the books of the  corporation,  and the giving of such
     notice  shall be deemed  delivered  the date the same is  deposited  in the
     United States mail, postage prepaid. If the address of any stockholder does
     not appear  upon the books of the  corporation,  it will be  sufficient  to
     address  any  notice to such  stockholder  at the  principal  office of the
     corporation.

          (d) The written  certificate of the person  calling any meeting,  duly
     sworn,  setting forth the  substance of the notice,  the time and place the
     notice was mailed or personally delivered to the several stockholders,  and
     the addresses to which the notice was mailed shall be prima facie  evidence
     of the manner and fact of giving such notice.

     Section  1.05  Waiver  of  Notice.  If  all  of  the  stockholders  of  the
corporation shall waive notice of a meeting,  no notice shall be required,  and,
whenever all of the stockholders  shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice,  and at such meeting any
corporate action may be taken.

     Section 1.06 Determination of Stockholders of Record.

          (e) The  Board of  Directors  may at any  time fix a future  date as a
     record date for the determination of the stockholders entitled to notice of
     any meeting or to vote or entitled  to receive  payment of any  dividend or
     other distribution


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or  allotment of any rights or entitled to exercise any rights in respect of any
other lawful action.  The record date so fixed shall not be more than sixty (60)
days  prior to the date of such  meeting  nor more than sixty (60) days prior to
any other action. When a record date is so fixed, only stockholders of record on
that date are entitled to notice of and to vote at the meeting or to receive the
dividend,  distribution or allotment of rights,  or to exercise their rights, as
the case may be,  notwithstanding any transfer of any shares on the books of the
corporation after the record date.

          (f) If no record date is fixed by the Board of Directors, then (1) 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
     business 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; (2) the record date for determining stockholders
     entitled to give 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  written  consent  is  given;  and (3) 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,  or the  sixtieth  (60th)  day prior to the date of such
     other action, whichever is later.

     Section 1.07 Quorum: Adjourned Meetings.

          (g) At any meeting of the  stockholders,  a majority of the issued and
     outstanding  shares of the  corporation  represented in person or by proxy,
     shall constitute a quorum.

          (h) If less than a majority of the issued and  outstanding  shares are
     represented,  a majority of shares so represented  may adjourn from time to
     time at the  meeting,  until  holders  of the amount of stock  required  to
     constitute a quorum shall be in attendance.  At any such adjourned  meeting
     at which a quorum shall be present,  any business may be  transacted  which
     might have been  transacted  as  originally  called.  When a  stockholders'
     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,  unless the  adjournment is for
     more than ten (10) days in which event notice thereof shall be given.

     Section 1.08 Voting.

          (i) Each  stockholder of record,  such  stockholder's  duly authorized
     proxy or attorney-in-fact  shall be entitled to one (1) vote for each share
     of stock standing registered in such stockholder's name on the books of the
     corporation on the record date.


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<PAGE>


          (j) Except as  otherwise  provided  herein,  all votes with respect to
     shares  standing in the name of an individual on the record date  (included
     pledged shares) shall be cast only by that individual or such  individual's
     duly authorized proxy or attorney-in-fact. With respect to shares held by a
     representative  of  the  estate  of  a  deceased   stockholder,   guardian,
     conservator,  custodian  or trustee,  votes may be cast by such holder upon
     proof of capacity,  even though the shares do not stand in the name of such
     holder. In the case of shares under the control of a receiver, the receiver
     may cast votes  carried by such  shares even though the shares do not stand
     in the  name of the  receiver  provided  that  the  order  of the  court of
     competent  jurisdiction  which appoints the receiver contains the authority
     to cast votes  carried  by such  shares.  If shares  stand in the name of a
     minor, votes may be cast only by the duly-appointed  guardian of the estate
     of such minor if such  guardian has provided the  corporation  with written
     notice and proof of such appointment.

          (k) With respect to shares  standing in the name of a  corporation  on
     the record date, votes may be cast by such officer or agents as the by-laws
     of such  corporation  prescribe or, in the absence of an applicable  by-law
     provision, by such person as may be appointed by resolution of the Board of
     Directors of such corporation. In the event no person is so appointed, such
     votes of the corporation  may be cast by any person  (including the officer
     making the authorization)  authorized to do so by the Chairman of the Board
     of Directors, President or any Vice President of such corporation.

          (l)  Notwithstanding  anything to the contrary  herein  contained,  no
     votes may be cast by shares owned by this corporation or its  subsidiaries,
     if any. If shares are held by this corporation or its subsidiaries, if any,
     in a fiduciary capacity, no votes shall be cast with respect thereto on any
     matter except to the extent that the beneficial owner thereof possesses and
     exercises  either a right to vote or to give the  corporation  holding  the
     same binding instructions on how to vote.

          (m)  With  respect  to  shares  standing  in the  name  of two or more
     persons,  whether  fiduciaries,  members of a  partnership,  joint tenants,
     tenants in common,  husband and wife as community property,  tenants by the
     entirety,  voting  trustees,  persons  entitled to vote under a stockholder
     voting  agreement  or  otherwise  and  shares  held by two or more  persons
     (including proxy holders) having the same fiduciary relationship respect in
     the same shares, votes may be cast in the following manner:

               (1) If only one such person votes, the votes of such person binds
          all.

               (2) If more than one person casts votes,  the act of the majority
          so voting binds all.


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<PAGE>


               (3) If more than one person casts  votes,  but the vote is evenly
          split  on  a  particular  matter,  the  votes  shall  be  deemed  cast
          proportionately as split.

          (n) Any  holder of shares  entitled  to vote on any  matter may cast a
     portion of the votes in favor of such matter and refrain  from  casting the
     remaining  votes or cast the same against the proposal,  except in the case
     of elections of directors. If such holder entitled to vote fails to specify
     the number of affirmative votes, it will be conclusively  presumed that the
     holder is casting affirmative votes with respect to all shares held.

          (o) If a quorum is  present,  the  affirmative  vote of  holders  of a
     majority of the shares  represented  at the meeting and entitled to vote on
     any matter shall be the act of the  stockholders,  unless a vote of greater
     number or voting by classes is required by the laws of the State of Nevada,
     the Articles of Incorporation and these By-Laws.

     Section 1.09 Proxies. At any meeting of stockholders,  any holder of shares
entitled to vote may authorize  another  person or persons to vote by proxy with
respect to the shares held by an instrument in writing and  subscribed to by the
holder  of such  shares  entitled  to vote.  No proxy  shall be valid  after the
expiration of six (6) months from the date of execution thereof,  unless coupled
with an interest or unless  otherwise  specified in the proxy. In no event shall
the term of a proxy exceed seven (7) years from the date of its execution. Every
proxy  shall  continue  in  full  force  and  effect  until  its  expiration  or
revocation. Revocation may be effected by filing an instrument revoking the same
or a  duly-executed  proxy  bearing  a later  date  with  the  Secretary  of the
corporation.

     Section 1.10 Order of Business.  At the annual  stockholders  meeting,  the
regular order of business shall be as follows:

               (1)  Determination  of  stockholders  present  and  existence  of
          quorum;

               (2) Reading and approval of the minutes of the  previous  meeting
          or meetings;

               (3) Reports of the Board of Directors,  the President,  treasurer
          and Secretary of the corporation, in the order named;

               (4) Reports of committee;

               (5) Election of directors;

               (6) Unfinished business;


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               (7) New business;

               (8) Adjournment.

     Section 1.11 Absentees Consent to Meetings.  Transactions of any meeting of
the stockholders are as valid as though had at a meeting duly-held after regular
call and notice if a quorum is  present,  either in person or by proxy,  and if,
either before or after the meeting,  each of the persons  entitled to vote,  not
present in person or by proxy (and those who, although present, either object at
the  beginning of the meeting to the  transaction  of any  business  because the
meeting has not been  lawfully  called or convened  or  expressly  object at the
meeting to the  consideration  of matters not  included in the notice  which are
legally  required  to be  included  therein) , signs a written  waiver of notice
and/or  consent to the  holding of the  meeting or an  approval  of the  minutes
thereof.  All such  waivers,  consents,  and  approvals  shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person  objects at the beginning of the meeting to the  transaction  of
any business  because the meeting is not lawfully  called or convened and except
that  attendance  at a  meeting  is not a waiver  of any  right to object to the
consideration  of  matters  not  included  in the  notice if such  objection  is
expressly  made at the  beginning.  Neither the business to be transacted at nor
the purpose of any regular or special meeting of stockholders  need be specified
in any written  waiver of notice,  except as otherwise  provided in Section 1.04
(b) of these By-Laws.

     Section 1.12 Action Without  Meeting.  Any action which may be taken by the
vote of the  stockholders  at a  meeting  may be  taken  without  a  meeting  if
consented to by the holders of a majority of the shares entitled to vote or such
greater  proportion  as may be required by the laws of the State of Nevada,  the
Articles of Incorporation,  or these ByLaws. whenever action is taken by written
consent, a meeting of stockholders needs not be called or noticed.

                                   ARTICLE II

                                    DIRECTORS

     Section 2.01 Number, Tenure and Qualification. Except as otherwise provided
herein,  the Board of Directors of the corporation shall consist of at least one
(1) but no more  than  nine (9)  persons,  who shall be  elected  at the  annual
meeting of the stockholders of the corporation and who shall hold office for one
(1) year or until their successors are elected and qualify.

     Section 2.02  Resignation.  Any director may resign  effective  upon giving
written notice to the chairman of the Board


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of Directors,  the President,  or the Secretary of the  corporation,  unless the
notice  specifies a later time for  effectiveness  of such  resignation.  If the
Board of Directors accepts the resignation of a director tendered to take effect
at a future date,  the Board or the  stockholders  may elect a successor to take
office when the resignation becomes effective.

     Section 2.03  Reduction in Number.  No reduction of the number of directors
shall have the effect of removing any director  prior to the  expiration  of his
term of office.

     Section 2.04 Removal.

          (a) The Board of Directors or the stockholders of the corporation,  by
     a majority  vote,  may declare vacant the office of a director who has been
     declared  incompetent by an order of a court of competent  jurisdiction  or
     convicted of a felony.

     Section 2.05 Vacancies.

          (a) A vacancy in the Board of Directors because of death, resignation,
     removal,  change in number of directors,  or otherwise may be filled by the
     stockholders  at any regular or special  meeting or any  adjourned  meeting
     thereof or the remaining  director(s) by the affirmative vote of a majority
     thereof.  A Board of Directors  consisting of less than the maximum  number
     authorized in Section 2.01 of ARTICLE II constitutes vacancies on the Board
     of Directors for purposes of this  paragraph and may be filled as set forth
     above  including by the election of a majority of the remaining  directors.
     Each  successor so elected shall hold office until the next annual  meeting
     of  stockholders  or until a  successor  shall have been  duly-elected  and
     qualified.

          (b) If,  after  the  filling  of any  vacancy  by the  directors,  the
     directors  then in office who have been elected by the  stockholders  shall
     constitute less than a majority of the directors then in office, any holder
     or holders of an aggregate of five percent (5%) or more of the total number
     of shares entitled to vote may call a special meeting of stockholders to be
     held to elect  the  entire  Board of  Directors.  The term of office of any
     director shall terminate upon such election of a successor.

     Section 2.06 Regular  Meetings.  Immediately  following the adjournment of,
and at the same place as, the annual meeting of the  stockholders,  the Board of
Directors,  including  directors  newly  elected,  shall hold its annual meeting
without notice, other than this provision,  to elect officers of the corporation
and to transact such further  business as may be necessary or  appropriate.  The
Board of  Directors  may  provide by  resolution  the  place,  date and hour for
holding additional regular meetings.


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     Section 2.07 Special  Meetings.  Special meetings of the Board of Directors
may be called by the  chairman  and  shall be  called by the  chairman  upon the
request of any two (2) directors or the President of the corporation.

     Section  2.08  Place of  Meetings.  Any  meeting  of the  directors  of the
corporation  may be held at its principal  office in the State of Nevada,  or at
such other place in or out of the United  States as the Board of  Directors  may
designate.  A waiver or notice  signed by the  directors may designate any place
for the holding of such meeting.

     Section  2.09 Notice of Meetings.  Except as otherwise  provided in section
2.06, the chairman  shall deliver to all directors  written or printed notice of
any special meeting, at least three (3) days before the date of such meeting, by
delivery of such notice  personally  or mailing such notice first class mail, or
by telegram.  If mailed,  the notice shall be deemed  delivered two (2) business
days following the date the same is deposited in the United States mail, postage
prepaid.  Any director may waive notice of any meeting,  and the attendance of a
director  at a meeting  shall  constitute  a waiver  of notice of such  meeting,
unless  such  attendance  is  for  the  express  purpose  of  objecting  to  the
transaction  of business  threat  because the meeting is not properly  called or
convened.

     Section 2.10 Quorum: Adjourned Meetings.

          (a) A majority of the Board of Directors in office shall  constitute a
     quorum.

          (b) At any  meeting  of the Board of  Directors  where a quorum is not
     present, a majority of those present may adjourn,  from time to time, until
     a quorum is present,  and no notice of such adjournment  shall be required.
     At any  adjourned  meeting  where a quorum is present,  any business may be
     transacted  which  could have been  transacted  at the  meeting  originally
     called.

     Section 2.11 Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or any  committee  thereof may be
taken  without a meeting  if a written  consent  thereto is signed by all of the
members of the Board of Directors or of such committee.  Such written consent or
consents  shall be filed  with the  minutes of the  proceedings  of the Board of
Directors or committee. Such action by written consent shall have the same force
and effect as the unanimous vote of the Board of Directors or committee.

     Section 2.12 Telephonic Meetings. Meetings of the Board of Directors may be
held  through  the  use of a  conference  telephone  or  similar  communications
equipment  so long as all  members  participating  in such  meeting can hear one
another at the

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time of such meeting.  Participation in such a meeting  constitutes  presence in
person at such meeting.

     Section 2.13 Board  Decisions.  The  affirmative  vote of a majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     Section 2.14 Powers and Duties.

          (a) Except as otherwise  provided in the Articles of  Incorporation or
     the laws of the State of Nevada,  the Board of Directors  is invested  with
     the  complete  and  unrestrained  authority  to manage  the  affairs of the
     corporation,  and is authorized to exercise for such purpose as the general
     agent of the corporation,  its entire corporate authority in such manner as
     it sees fit.  The Board of Directors  may delegate any of its  authority to
     manage,  control or conduct the current  business of the corporation to any
     standing or special committee or to any officer or agent and to appoint any
     persons to be agents of the  corporation  with such powers,  including  the
     power to sub-delegate, and upon such terms as may be deemed fit.

          (b) The Board of Directors shall present to the stockholders at annual
     meetings of the stockholders, and when called for by a majority vote of the
     stockholders  at a special  meeting of the  stockholders,  a full and clear
     statement  of the  condition  of the  corporation,  and shall,  at request,
     furnish each of the stockholders with a true copy thereof.

          (c) The Board of Directors, in its discretion, may submit any contract
     or  act  for  approval  or  ratification  at  any  annual  meeting  of  the
     stockholders  or any  special  meeting  properly  called for the purpose of
     considering  any such  contract or act,  provided a quorum is present.  The
     contract or act shall be valid and binding  upon the  corporation  and upon
     all the stockholders  thereof,  if approved and ratified by the affirmative
     vote of a majority of the stockholders at such meeting.

          (d) In  furtherance  and not in limitation of the powers  conferred by
     the laws of the  State of  Nevada,  the  Board of  Directors  is  expressly
     authorized  and  empowered  to issue  stock of the  Corporation  for money,
     property,  services rendered, labor performed, cash advanced,  acquisitions
     for other  corporations or for any other assets of value in accordance with
     the  action  of the  Board of  Directors  without  vote or  consent  of the
     stockholders  and the  judgment of the Board of  Directors  as to the value
     received and in return  therefore shall be conclusive and said stock,  when
     issued, shall be fully-paid and non-assessable.

     Section  2.15  Compensation.  The  directors  shall be allowed and paid all
necessary  expenses  incurred in attending any meetings of the Board,  but shall
not receive any compensation for


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their  services  as  directors  until  such time as the  corporation  is able to
declare and pay dividends on its capital stock.

     Section 2.16 Board Officers.

          (a) At its annual meeting,  the Board of Directors  shall elect,  from
     among its  members,  a chairman to preside at the  meetings of the Board of
     Directors.  The Board of Directors may also elect such other board officers
     and for such term as it may, from time to time, determine advisable.

          (b) Any  vacancy in any board  office  because of death,  resignation,
     removal  or  otherwise  may be  filled by the  Board of  Directors  for the
     unexpired portion of the term of such office.

     Section 2.17 Order of Business. The order of business at any meeting of the
Board of Directors shall be as follows:

          (1) Determination of members present and existence of quorum;

          (2) Reading and  approval  of the minutes of any  previous  meeting or
     meetings;

          (3)  Reports of officers and committeemen;

          (4)  Election of officers;

          (5)  Unfinished business;

          (6)  New business;

          (7)  Adjournment.

                                   ARTICLE III

                                    OFFICERS

     Section  3.01  Election.  The  Board of  Directors,  at its  first  meeting
following  the annual  meeting  of  stockholders,  shall  elect a  President,  a
Secretary,  a Chief Financial Officer and a Treasurer to hold office for one (1)
year next coming and until their successors are elected and qualify.  Any person
may hold two or more offices.  The Board of Directors may, from time to time, by
resolution,  appoint  one  or  more  Vice  Presidents,   Assistant  Secretaries,
Assistant  Treasurers  and  transfer  agents of the  corporation  as it may deem
advisable; prescribe their duties; and fix their compensation.

     Section  3.02  Removal;  Resignation.  Any  officer  or  agent  elected  or
appointed  by the Board of  Directors  may be  removed  by it  whenever,  in its
judgment, the best interest of the


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corporation  would be served  thereby.  Any  officer may resign at any time upon
written notice to the corporation  without  prejudice to the rights,  if any, of
the corporation under any contract to which the resigning officer is a party.

     Section  3.03  Vacancies.  Any  vacancy  in any  office  because  of death,
resignation,  removal,  or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

     Section 3.04  President.  The  President  shall be the general  manager and
executive officer of the corporation,  subject to the supervision and control of
the Board of Directors,  and shall direct the corporate affairs, with full power
to execute all  resolutions  and orders of the Board of Directors not especially
entrusted to some other officer of the corporation.  The President shall preside
at all meetings of the  stockholders  and shall sign the  certificates  of stock
issued by the  corporation,  and shall  perform  such  other  duties as shall be
prescribed by the Board of Directors.

     Unless  otherwise  ordered by the Board of Directors,  the President  shall
have full power and authority on behalf of the  corporation to attend and to act
and to vote at any meetings of the  stockholders of any corporation in which the
corporation  may hold stock and,  at any such  meetings,  shall  possess and may
exercise any and all rights and powers  incident to the ownership of such stock.
The Board of Directors,  by resolution from time to time, may confer like powers
on any person or persons in place of the President to represent the  corporation
for these purposes.

     Section 3.05 Vice  President.  The Board of Directors may elect one or more
Vice  Presidents  who shall be vested  with all the powers and  perform  all the
duties  of the  President  whenever  the  President  is absent or unable to act,
including the signing of the  certificates  of stock issued by the  corporation,
and the Vice President shall perform such other duties as shall be prescribed by
the Board of Directors.

     Section  3.06  Secretary.  The  Secretary  shall  keep the  minutes  of all
meetings of the  stockholders  and the Board of Directors in books  provided for
that  purpose.  The  Secretary  shall  attend to the giving  and  service of all
notices  of the  corporation,  may sign  with the  President  in the name of the
corporation  all contracts  authorized by the Board of Directors or  appropriate
committee,  shall  have the  custody  of the  corporate  seal,  shall  affix the
corporate  seal to all  certificates  of stock duly  issued by the  corporation,
shall have charge of stock certificate books,  transfer books and stock ledgers,
and such  other  books  and  papers  as the Board of  Directors  or  appropriate
committee may direct,  and shall,  in general perform all duties incident to the
office of the Secretary. All corporate books kept


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<PAGE>


by the Secretary shall be open for examination by any director at any reasonable
time.

     Section 3.07  Assistant  Secretary.  The Board of Directors  may appoint an
Assistant Secretary who shall have such powers and perform such duties as may be
prescribed  for him by the  Secretary  of the  corporation  or by the  Board  of
Directors.

     Section 3.08 Chief Financial Officer.  The Chief Financial Officer shall be
the chief financial  officer of the corporation,  subject to the supervision and
control of the Board of  Directors,  and shall have custody of all the funds and
securities of the  corporation.  When necessary or proper,  the Chief  Financial
Officer shall endorse on behalf of the corporation for collection checks,  notes
and  other  obligations,  and shall  deposit  all  monies  to the  credit of the
corporation in such bank or banks or other  depository as the Board of Directors
may designate, and shall sign all receipts and vouchers for payments made by the
corporation.  Unless  otherwise  specified by the Board of Directors,  the Chief
Financial  Officer  shall  sign with the  President  all bills of  exchange  and
promissory notes of the corporation, shall also have the care and custody of the
stocks, bonds,  certificates,  vouchers,  evidence of debts, securities and such
other  property  belonging to the  corporation  as the Board of Directors  shall
designate, and shall sign all papers required by law, by these By-laws or by the
Board of Directors to be signed by the treasurer.  The Chief  Financial  Officer
shall  enter  regularly  in the  books of the  corporation,  to be kept for that
purpose,  full and accurate  accounts of all monies received and paid on account
of the  corporation  and  whenever  required  by the  Board  of  Directors,  the
treasurer  shall render a statement of any or all accounts.  The Chief Financial
Officer  shall at all  reasonable  times  exhibit  the books of  account  to any
directors of the corporation and shall perform all acts incident to the position
of Chief Financial Officer subject to the control of the Board of Directors. The
Chief  Financial  Officer shall,  if required by the Board of Directors,  give a
bond to the  corporation in such sum and with such security as shall be approved
by the Board of Directors for the faithful  performance of all the duties of the
Chief  Financial  Officer and for restoration to the corporation in the event of
the Chief Financial Officer's death,  resignation,  retirement,  or removal from
office,  of all  books,  records,  papers,  vouchers,  money and other  property
belonging  to the  corporation.  The  expense of such bond shall be borne by the
corporation.

     Section 3.09  Treasurer.  The Board of Directors  shall appoint a Treasurer
who shall have such powers and perform such duties as may be  prescribed  by the
Chief Financial Officer of the corporation or by the Board of Directors, and the
Board of Directors may require the  Treasurer to give a bond to the  corporation
in such  sum  and  with  such  security  as it may  approve,  for  the  faithful
performance of the duties of Treasurer, and for


                                      -12-
<PAGE>


the  restoration  to the  corporation,  in the event of the  Treasurer's  death,
resignation,  retirement or removal from office, of all books, records,  papers,
vouchers, money and other property belonging to the corporation.  The expense of
such bond shall be borne by the corporation.

     Section 3.10  Assistant  Treasurer.  The Board of Directors  may appoint an
Assistant Treasurer who shall have such powers and perform such duties as may be
prescribed for him by the Chief  Financial  Officer of the corporation or by the
Board of Directors.


                                   ARTICLE IV

                                  CAPITAL STOCK

     Section 4.01 Issuance.  Shares of capital stock of the corporation shall be
issued in such  manner  and at such times and upon such  conditions  as shall be
prescribed by the Board of Directors.

     Section 4.02 Certificates.  Ownership in the corporation shall be evidenced
by  certificates  for shares of stock in such form as shall be prescribed by the
Board of  Directors,  shall be under  the seal of the  corporation  and shall be
signed by the  President or the Vice  President  and also by the Secretary or an
Assistant  Secretary.  Each  certificate  shall  contain  the name of the record
holder, the number,  designation, if any, class or series of shares represented,
a statement of summary of any applicable  rights,  preferences,  privileges,  or
restrictions  thereon,  and a  statement  that the  shares  are  assessable,  if
applicable.  All  certificates  shall be  consecutively  numbered.  The name and
address of the stockholder, the number of shares, and the date of issue shall be
entered on the stock transfer books of the corporation.

     Section 4.03 Surrender:  Lost or Destroyed  Certificates.  All certificates
surrendered to the  corporation,  except those  representing  shares of treasury
stock,  shall be  canceled  and no new  certificates  shall be issued  until the
former certificate for a like number of shares shall have been canceled,  except
that in case of a lost, stolen,  destroyed or mutilated  certificate,  a new one
may be issued therefor.  However, any stockholder applying for the issuance of a
stock certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his,  her or its  affidavit  of the  facts  surrounding  the  loss,  theft,
destruction or mutilation and an indemnity bond in an amount and upon such terms
as the treasurer, or the Board of Directors, shall require. In no case shall the
bond be in amount less than twice the current  market  value of the stock and it
shall indemnify the corporation against any loss,


                                      -13-
<PAGE>


damage,  cost or  inconvenience  arising as a  consequence  of the issuance of a
replacement certificate.

     Section 4.04  Replacement  Certificate.  When the Articles of Incorporation
are amended in any way affecting the  statements  contained in the  certificates
for  outstanding  shares  of  capital  stock of the  corporation  or it  becomes
desirable  for  any  reason,  including,   without  limitation,  the  merger  or
consolidation of the corporation with another  corporation or the reorganization
of the corporation, to cancel any outstanding certificate for shares and issue a
new certificate  therefor  conforming to the rights of the holder,  the Board of
Directors  may order any  holders  of  outstanding  certificates  for  shares to
surrender and exchange the same for new certificates within a reasonable time to
be fixed by the Board of  Directors.  The order may provide that a holder of any
certificate(s)  ordered to be surrendered shall not be entitled to vote, receive
dividends  or exercise  any other  rights of  stockholders  until the holder has
complied with the order provided that such order operates to suspend such rights
only after notice and until compliance.

     Section  4.05  Transfer  of Shares.  No transfer of stock shall be valid as
against the corporation  except on surrender and cancellation by the certificate
therefor,  accompanied by an assignment or transfer by the registered owner made
either in person or under  assignment.  Whenever any transfer shall be expressly
made for collateral  security and not absolutely,  the collateral  nature of the
transfer  shall be  reflected  in the  entry  of  transfer  on the  books of the
corporation.

     Section 4.06 Transfer Agent. The Board of Directors may appoint one or more
transfer agents and registrars of transfer and may require all  certificates for
shares of stock to bear the signature of such transfer  agent and such registrar
of transfer.

     Section 4.07 Stock Transfer Books. The stock transfer books shall be closed
for a period of ten (10) days  prior to all  meetings  of the  stockholders  and
shall be closed for the payment of dividends as provided in Article V hereof and
during  such  periods  as,  from  time to time,  may be  fixed  by the  Board of
Directors, and, during such periods, no stock shall be transferable.

     Section 4.08 Miscellaneous. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient  concerning the issue,  transfer and registration of certificates
for shares of the capital stock of the corporation.


                                      -14-
<PAGE>


                                    ARTICLE V

                                    DIVIDENDS


     Section 5.01  Dividends may be declared,  subject to the  provisions of the
laws of the State of Nevada and the Articles of  Incorporation,  by the Board of
Directors at any regular or special  meeting and may be paid in cash,  property,
shares of corporate  stock, or any other medium.  The Board of Directors may fix
in advance a record date, as provided in Section 1.06 of these By-laws, prior to
the dividend  payment for the purpose of  determining  stockholders  entitled to
receive  payment of any  dividend.  The Board of  Directors  may close the stock
transfer  books  for such  purpose  for a period  of not more than ten (10) days
prior to the payment date of such dividend.

                                   ARTICLE VI

              OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS

     Section 6.01 Principal  Office.  The principal office of the corporation in
the State of Nevada shall be located at the office of the corporation's resident
agent, and the corporation may have an office in any other state or territory as
the Board of Directors may designate.

     Section  6.02  Records.  A  duplicate  of the  stock  transfer  books and a
certified  copy  of the  By-laws,  Articles  of  Incorporation,  any  amendments
thereto,  and the minutes of the proceedings of the  stockholders,  the Board of
Directors,  and  committees  of the  Board  of  Directors  shall  be kept at the
principal office of the corporation for the inspection of all who have the right
to see the  same  and  for  the  transfer  of  stock.  All  other  books  of the
corporation  shall be kept at such places as may be  prescribed  by the Board of
Directors.

     Section 6.03 Financial  Report on Request.  Any stockholder or stockholders
holding at least five  percent  (5%) of the  outstanding  shares of any class of
stock may make a written request for an income  statement of the corporation for
the three (3) month,  six (6)  month,  or nine (9) month  period of the  current
fiscal  year ended more than  thirty  (30) days prior to the date of the request
and a  balance  sheet  of the  corporation  as of the  end of  such  period.  In
addition,  if no  annual  report  for the last  fiscal  year  has  been  sent to
stockholders,  such stockholder or stockholders may make a request for a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in  financial  position  for such fiscal year.  The  statement  shall be
delivered  or mailed to the person  making the request  within  thirty (30) days
thereafter.  A copy of the  statements  shall  be kept on file in the  principal
office of the  corporation  for twelve (12)  months,  and such  copies  shall be
exhibited at all reasonable times to any stockholder demanding an examination of
them  or a copy  shall  be  mailed  to each  stockholder.  Upon  request  by any
stockholder, there shall be mailed to the stockholder a copy of the last annual,
semiannual  or quarterly  income  statement  which it has prepared and a balance
sheet as of the end of the


                                      -15-
<PAGE>


period.  The  financial  statements  referred to in this  Section  6.03 shall be
accompanied  by the  report  thereon,  if any,  of any  independent  accountants
engaged by the  corporation or the  certificate of an authorized  officer of the
corporation that such financial  statements were prepared without audit from the
books and records of the corporation.

     Section 6.04 Right of Inspection.

     (a) The  accounting  books and records and  minutes of  proceedings  of the
stockholders and the Board of Directors and committees of the Board of Directors
shall be open to inspection upon the written demand of any stockholder or holder
of a voting trust certificate at any reasonable time during usual business hours
for a purpose  reasonably  related to such holder's interest as a stockholder or
as the holder of such voting trust  certificate.  This right of inspection shall
extend to the  records of the  subsidiaries,  if any, of the  corporation.  Such
inspection  may be made in  person  or by agent or  attorney,  and the  right of
inspection includes the right to copy and make extracts.

     (b) Every director shall have the absolute right at any reasonable  time to
inspect and copy all books,  records and  documents of every kind and to inspect
the physical  properties of the corporation and/or its subsidiary  corporations.
Such inspection may be made in person or by agent or attorney,  and the right of
inspection includes the right to copy and make extracts.

     Section 6.05  Corporate  Seal.  The Board of Directors  may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile,  to be
impressed  or  affixed  or  reproduced  or  otherwise.   Except  when  otherwise
specifically  provided  herein,  any officer of the  corporation  shall have the
authority to affix the seal to any document requiring it.

     Section 6.06 Fiscal Year. The fiscal year-end of the  corporation  shall be
the calendar  year or such other term as may be fixed by resolution of the Board
of Directors.

     Section 6.07  Reserves.  The Board of Directors may create,  by resolution,
out of the earned surplus of the corporation such reserves as the directors may,
from  time  to  time,  in  their   discretion,   think  proper  to  provide  for
contingencies, or to equalize dividends or to repair or maintain any property of
the  corporation,  or for such other  purpose as the Board of Directors may deem
beneficial to the corporation,  and the directors may modify or abolish any such
reserves in the manner in which they were created.


                                      -16-
<PAGE>


                                   ARTICLE VII

                                 INDEMNIFICATION


     Section 7.01  Indemnification.  The corporation shall, unless prohibited by
Nevada Law, indemnify any person (an "Indemnitee") who is or was involved in any
manner (including, without limitation, as a party or a witness) or is threatened
to be so  involved  in any  threatened,  pending  or  completed  action  suit or
proceeding,   whether   civil,   criminal,   administrative,    arbitrative   or
investigative,  including  without  limitation,  any action,  suit or proceeding
brought by or in the right of the corporation to procure a judgment in its favor
(collectively,  a  "Proceeding")  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, employee benefit plan or
other entity or enterprise,  against all Expenses and  Liabilities  actually and
reasonably  incurred by him in  connection  with such  Proceeding.  The right to
indemnification  conferred in this Article shall be presumed to have been relied
upon by the directors,  officers,  employees and agents of the  corporation  and
shall be  enforceable  as a  contract  right and inure to the  benefit of heirs,
executors and administrators of such individuals.

     Section  7.02  Indemnification   Contracts.   The  Board  of  Directors  is
authorized  on behalf of the  corporation,  to enter  into,  deliver and perform
agreements or other  arrangements to provide any Indemnitee with specific rights
of  indemnification  in addition to the rights provided hereunder to the fullest
extent  permitted by Nevada Law. Such agreements or arrangements may provide (i)
that the  Expenses of officers  and  directors  incurred in defending a civil or
criminal action, suit or proceeding, must be paid by the corporation as they are
incurred and in advance of the final  disposition  of any such  action,  suit or
proceeding provided that, if required by Nevada Law at the time of such advance,
the officer or director  provides an  undertaking to repay such amounts if it is
ultimately determined by a court of competent  jurisdiction that such individual
is not  entitled  to be  indemnified  against  such  expenses,  (iii)  that  the
Indemnitee  shall be  presumed  to be  entitled  to  indemnification  under this
Article or such  agreement or  arrangement  and the  corporation  shall have the
burden  of proof to  overcome  that  presumption,  (iii)  for  procedures  to be
followed by the  corporation and the Indemnitee in making any  determination  of
entitlement to  indemnification  or for appeals therefrom and (iv) for insurance
or  such  other  Financial  Arrangements  described  in  Paragraph  7.02 of this
Article,  all as may be deemed appropriate by the Board of Directors at the time
of execution of such agreement or arrangement.

     Section 7.03 Insurance and Financial  Arrangements.  The  corporation  may,
unless prohibited by Nevada Law,  purchase and maintain  insurance or make other
financial  arrangements  ("Financial  Arrangements") on behalf of any Indemnitee
for any liability asserted against him and liability and expenses


                                      -17-
<PAGE>


incurred by him in his capacity as a director,  officer,  employee or agent,  or
arising  out of his  status  as such,  whether  or not the  corporation  has the
authority  to indemnify  him against such  liability  and  expenses.  Such other
Financial  Arrangements  may include (i) the creation of a trust fund,  (ii) the
establishment  of a  program  of  self-insurance,  (iii)  the  securing  of  the
corporation's  obligation of  indemnification by granting a security interest or
other  lien on any assets of the  corporation,  or (iv) the  establishment  of a
letter of credit, guaranty or surety.

     Section 7.04 Definitions. For purposes of this Article:

     Expenses.  The word  "Expenses"  shall be broadly  construed  and,  without
limitation,  means (i) all direct and indirect costs incurred,  paid or accrued,
(ii) all attorneys' fees, retainers, court costs, transcripts,  fees of experts,
witness  fees,  travel  expenses,  food and lodging  expenses  while  traveling,
duplicating  costs,  printing and binding  costs,  telephone  charges,  postage,
delivery service,  freight or other transportation fees and expenses,  (iii) all
other disbursements and out-of-pocket expenses, (iv) amounts paid in settlement,
to the extent permitted by Nevada Law, and (v) reasonable  compensation for time
spent  by the  Indemnitee  for  which he is  otherwise  not  compensated  by the
corporation or any third party,  actually and reasonably  incurred in connection
with either the appearance at or investigation, defense, settlement or appeal of
a Proceeding or establishing or enforcing a right to  indemnification  under any
agreement or arrangement,  this Article, the Nevada Law or otherwise;  provided,
however,  that  "Expenses"  shall not include any  judgments  or fines or excise
taxes or penalties imposed under the Employee  Retirement Income Security Act of
1974, as amended ("ERISA") or other excise taxes or penalties.

     Liabilities.  "Liabilities"  means  liabilities  of  any  type  whatsoever,
including,  but not limited to, judgments or fines,  ERISA or other excise taxes
and penalties, and amounts paid in settlement.

     Nevada Law. "Nevada Law" means Chapter 78 of the Nevada Revised Statutes as
amended and in effect from time to time or any  successor  or other  statutes of
Nevada having similar import and effect.

     This Article.  "This Article" means  Paragraphs  7.01 through 7.04 of these
bylaws or any portion of them.

     Power  of  Stockholders.  Paragraphs  7.01  through  7.04,  including  this
Paragraph,  of these Bylaws may be amended by the  stockholders  only by vote of
the holders of sixty-six and  two-thirds  percent (66 2/3%) of the entire number
of shares of


                                      -18-
<PAGE>


each  class,  voting  separately,  of  the  outstanding  capital  stock  of  the
corporation (even though the right of any class to vote is otherwise  restricted
or denied);  provided,  however,  no amendment  or repeal of this Article  shall
adversely affect any right of any Indemnitee existing at the time such amendment
or repeal becomes effective.

     Power of  Directors.  Paragraphs  7.01 through  7.04 and this  Paragraph of
these Bylaws may be amended or repealed by the Board of  Directors  only by vote
of eighty  percent  (80%) of the total  number of  Directors  and the holders of
sixty-six and two-thirds percent (66 2/3) of the entire number of shares of each
class,  voting separately,  of the outstanding  capital stock of the corporation
(even though the right of any class to vote is otherwise  restricted or denied);
provided, however, no amendment or repeal of this Article shall adversely affect
any  right of any  Indemnitee  existing  at the time  such  amendment  or repeal
becomes effective.

                                  ARTICLE VIII

                                     BY-LAWS

     Section 8.1 Amendment.  Amendments and changes of these By-Laws may be made
at any  regular or special  meeting of the Board of  Directors  by a vote of not
less than all of the entire Board,  or may be made by a vote of, or a consent in
writing  signed by the  holders  of a majority  of the  issued  and  outstanding
capital stock.

     Section  8.2  Additional  By-Laws.   Additional  by-laws  not  inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board of
Directors at which a quorum is present by an  affirmative  vote of a majority of
the directors  present or by the unanimous  consent of the Board of Directors in
accordance with Section 2.11 of these By-laws


                                      -19-

Source: OneCLE Business Contracts.