EX-3.2
<FILENAME>
BYLAWS

			      Exhibit 3.2
			       [Bylaws]

				BYLAWS
				  OF
		  Cape Coastal Trading Corporation

			 ARTICLE I - OFFICES

The principal office of the Corporation in the State of New York
shall be located in the City of New York.  The Corporation may have
such other offices, either within or without the State of New York,
as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

		ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:  (Section 7.01*)

The annual meeting of the shareholders of the Corporation shall be
held on the Third Tuesday in the month of November, in each year,
at such other time or day within such month as shall be fixed by
the Board of Directors, for the purpose of electing Directors, and
for transacting such other business as may properly come before the
meeting.

Failure to hold an annual meeting at the time stated in or fixed in
accordance with these Bylaws does not affect the validity of such
corporate action.

Section 2- Special Meetings:  (Section 7.02)

Special meetings of the shareholders may be called for any purpose
or purposes, unless otherwise prescribed by statute, at any time by
the Board of Directors or by the President, and shall be called by
the President or the Secretary at the written request of the
holders of not less than ten per cent (10%) of all shares of the
Corporation then outstanding entitled to vote thereat, so long as
such written request is signed by all shareholders mentioned
herein, describes the purpose or proposes for which it is to be
held and is delivered to the Corporation.

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Section 3 - Place of Meetings:  (Section 7.01)

The Board of Directors may designate any place, either within or
without the State of New York, as the place of meeting for any annual
or for any special meeting called by the Board of Directors.  If no
designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the Corporation in
the State of New York.

Section 4 - Notice of Meetings:  (Section 7.05 & 7.06)

(a)  Written notice of each meeting of shareholders, whether annual
or special, stating the time, date, hour of the meeting and place
where it is to be held, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, (only business
within the purpose or purposes described in the notice of such
special meeting may be conducted at any such shareholder meeting)
shall, unless otherwise prescribed by law, be served either
personally or by mail by or at the direction of the President or
Secretary, or the officer or other person or persons calling the
meeting, not less than ten or more than sixty days before the
meeting, upon each shareholder of record entitled to vote at such
meeting, and to any other shareholder to whom the giving of notice
may be required by law.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed to
the shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
If, at any meeting, action is proposed to be taken that would, if
taken, entitle shareholders to receive payment for their shares
pursuant to the Business Corporation Act, the notice of such
meeting shall include a statement of that purpose and to that
effect.  If mailed, such notice shall be directed to each such
shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously
filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.

(b)  Notice of any meeting need not be given to any person who may
become a shareholder of record after mailing of such notice, to any
shareholder who submits a signed waiver of notice either before or
after such meeting, or to any shareholder who attends such meeting,
in person or by proxy, and fails to object to lack of notice or
defective notice of the meeting at the beginning of such meeting.

(c)  If an annual or special shareholders' meeting is adjourned to
a different date, time, or place, notice need not be given of the
new date, time, or place if the new date, time, or place is
announced at the meeting before adjournment.  If a new record date
for the adjoined meeting is or must be fixed by law, however,
notice of the adjourned meeting must be given under this section of
these Bylaws to persons who are shareholders as of the new record
date.

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Section 5 - Quorum:  (Section 7.25)

(a)  Except as otherwise provided herein, or by law, or in the
Articles of Incorporation (such Articles and any amendments thereof
being hereinafter collectively referred to as the "Articles of
Incorporation) at all shareholders' meetings, a majority of the
shares of the Corporation entitled to vote thereat and represented
at such meeting either in person or by proxy shall constitute a
quorum.  If less than a majority of the outstanding shares entitled
to vote is represented at a shareholders' 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 presented, any business may be
transacted which was outlined in the original notice for the
meeting.  The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.

Section 6 - Voting:  (Section 7.04, 7.21 & 7.22)

(a)  Except as otherwise provided by statute or by the Articles of
Incorporation, any corporate action, other than the election of
Directors to be taken by vote of the shareholders, shall be
authorized by a majority of votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon.

(b)  Except as otherwise provided by statute or by the Articles of
Incorporation, at each meeting of shareholders, each outstanding
share of the Corporation entitled to vote thereat, shall be
entitled to one vote for each share registered in his name on the
books of the Corporation on each matter voted on at such
shareholders' meeting.

(c)  Each shareholder entitled to vote or to express consent or
dissent without a meeting, may do so in person or by proxy;
provided, however, that the instrument authorizing such proxy to
act shall have been executed in writing by the shareholder himself,
or by his duly authorized attorney-in-fact which is sent to the
Secretary or other officer or agent of the Corporation authorized
to tabulate votes..  No proxy shall be valid after the expiration
of eleven months from the date of its execution, unless the persons
executing it shall have specified therein the length of time it is
to continue in force.  Such instrument shall not be valid until
received by the Secretary, or other officer or agent authorized to
tabulate votes at the meeting and shall be filed with the records
of the Corporation.  The death or incapacity of the shareholder
appointing a proxy does not affect the right of the Corporation to
accept the proxy's authority unless notice of the death or
incapacity is received by the secretary or other officer or agent
of the Corporation authorized to tabulate votes before the proxy
exercises his or her authority under the appointment.

(d)  Any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken shall be signed by all
of the shareholders entitled to vote with respect to the subject
matter thereof.

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		ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:  (Section 8.03 &
8.06)

(a)  The number of the Directors of the Corporation shall be two,
(note: only one Director is required by law) unless and until
otherwise determined by vote of a majority of the entire Board of
Directors.

(b)  Except as may otherwise be provided herein or in the Articles
of Incorporation, the members of the Board of Directors of the
Corporation, who need not be shareholders or residents of the State
of New York, shall be elected by a majority of the votes cast at a
meeting of shareholders,by the holders of shares entitled to vote
in the election.

(c)  Each Director shall hold office until the next annual meeting
of the shareholders, and until his successor is elected and
qualified, or until his prior death, resignation or removal.

Section 2 - Duties and Powers: (Section 8.01)

The Board of Directors shall manage the business and affairs of the
Corporation.

Section 3 - Annual and Regular Meetings; Notice:  (Section 8.20)

(a)  A regular annual meeting of the Board of Directors shall be held
without any other notice than this Bylaw, immediately following and at
the same place as the annual meeting of the shareholders at the place
of such annual meeting of shareholders.

(b)  The Board of Directors, from time to time, may provide by
resolution for the time and place, either within or without the State of
New York, for the holding of additional regular meetings without other
notice than such resolution.

(c)  The Board of Directors may participate in any meeting of the
Board or conduct such meeting through the use of any means of
communication in which all Directors participating may
simultaneously hear each other during the meeting.  Any or all
Directors participating by this means are deemed to be present and
in person at such meeting.

Section 4 - Special Meetings; Notice:  (Section 8.22 & 8.23)

(a)  Special meetings of the Board of Directors may be called by or
at the request of the President or by one of the Directors, or by
any other officer or individual so specified by the Board, at such
time and place as may be specified in the respective notices or
waivers of notice thereof.

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(b)  The person or person authorized to call such special meeting
may fix any places, either within or without the State of New York,
as the place for holding any such special meeting called by them.

(c)  Notice of special meetings shall be mailed directly to each
Director, addressed to him at his residence or usual place of
business, at least two (2) days before the day on which the meeting
is to be held, or shall be sent to him at such place by telegram,
radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the
meeting is to be held.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid.  If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered by the Telegraph Company.  A notice, or
waiver of notice, except as required by Section 8 of this Article
III, need not specify the purpose of the meeting.

(d)  Any Director may waive notice of any meeting.  The attendance
of a Director at a meeting shall constitute a waiver of notice of
such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

Section 5 - Chairperson:

At all meetings of the Board of Directors the Chairperson of the
Board, if any and if present, shall preside.  If there shall be no
Chairperson, or he shall be absent, then the President shall
preside, and in his absence, a Chairperson chosen by the Directors
shall preside.

Section 6 - Quorum and Adjournments:  (Section 8.24)

(a)  A majority of the number of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such majority is present at the
meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

Section 7 - Manner of Acting: (Section 8.21 & 8.24)

(a)  At all meetings of the Board of Directors, each Director
present shall have one vote, irrespective of the number of shares
of stock, if any, which he may hold.
(b)  If a quorum is present when a vote is taken, the affirmative
vote of a majority of Directors present is the act of the Board of
Directors unless the Articles of Incorporation or these Bylaws
require the vote of a greater number of Directors.

(c)  A Director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken
unless: (I) he objects at the beginning of the meeting, or promptly
upon his arrival, to holding it or transacting business at the
meeting; (ii) his dissent or abstention from the action taken is
entered in the minutes of the meeting; or (iii) he delivers written
notice of his dissent or abstention to the presiding officer of the
meeting before it is adjourned or to the Corporation immediately
after adjournment of the meeting.  The right of dissent or
abstention is not available to a Director who votes in favor of the
action taken.

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(d)  Any action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by
all of the Directors and included in the minutes or filed with the
corporate records reflecting the action taken.  Any such action
taken without a meeting shall be deemed effective when the last
Director signs the consent, unless the consent specifies a
different effective date. and such signed consent has the effect of
a meeting vote and may be described as such in any document.

(e)  A Director of the Corporation who is present at a meeting of
the Board of Directors when a corporate action is taken is deemed
to have assented to the action taken unless:

	 (i) he or she objects at the beginning of the meeting, or
promptly upon his arrival, to holding it or transacting business at the
meeting;
         (ii) his or her dissent or abstention from the action
taken is entered in the minutes of the meeting; or;
(iii) he or she delivers written notice of his dissent or
abstention to the presiding officer of the meeting before its
adjournment or immediately after adjournment of the meeting. The
right of dissent or abstention is not available to a Director who
votes in favor of the action taken.

Section 8 - Vacancies:  (Section 8.10)

(a)  Unless the Articles of Incorporation of the Corporation or
these Bylaws provide otherwise, if a vacancy occurs on the Board of
Directors, including a vacancy resulting from any increase in
the number of Directors:

	(i) the shareholders may fill the vacancy;
	(ii) the Board of Directors may fill the vacancy; or
	(iii) if  the Directors remaining in office constitute fewer
than a quorum of the Board, they may fill the vacancy
by the affirmative vote of a majority of all the Directors
remaining in office.

(b)  If the vacant office was held by a Director elected by a
voting group of shareholders, only the shareholders of that voting
group are entitled to vote to fill the vacancy if it is filled by
the shareholders.

(c)  A vacancy that will occur at a specific later date may be
filled before the vacancy occurs, but
the new Director may not take office until the vacancy occurs.

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Section 9 - Resignation:  (Section 8.07)

Any director may resign at any time by delivering written notice to
the Corporation.  A resignation is effective when the notice is
delivered unless the notice specifies a later effective date.

Section 10 - Removal of Directors by Shareholders and Directors:
(Section 8.08)

(a)  Any Director may be removed with or without cause at any time
by the shareholders of the Corporation at a special meeting called
for the purpose of removing him and the meeting notice must state
that the purpose, or one of the purposes, of the meeting is removal
of the Director.

(b)  Any Director elected by a voting group of shareholders may be
removed only by the shareholders of that voting group.

(c)  Any Director may be removed for cause by action of the Board.

Section 11 - Salary:  (Section 8.11)

By resolution of the Board of Directors, each Director may be paid
his/her expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors.  No such
payment shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation.

Section 12 - Contracts:  (Section 8.31)

(a)  No contract or other transaction between this Corporation and
any other Corporation shall be voidable by the Corporation solely
because of a Director or Directors' interest in a transaction if:
	(i)  the material facts of the transaction and the Director or
Directors' interest was disclosed or known to the Board of
Directors or a committee of the Board of Directors and the Board or
Directors or committee authorized or approved, or ratified the
transaction;
	(ii) the material facts of the transaction and the Director or
Directors' interest were disclosed or known to the shareholders entitled
to vote and they authorized, approved, or ratified the transaction; or
	(iii) the transaction was fair to the Corporation.

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Such interested Director or Directors may be counted in determining
the presence of a quorum at such meeting.  However, such interested
Director or Directors may not be counted in determining a vote by
the Board of Directors to ratify such contract or transaction in
which such Director or Directors is/are interested.

Section 13 - Committees:  (Section 8.25)

The Board of Directors may, by resolution, authorize one or more
committees and appoint members of the Board of Directors to serve
on such committees with such powers and authority, to the extent
permitted by law, as may be provided in such resolution. Sections
2, 3, 4, 6, and 7 of these Bylaws, governing authority of the Board
of Directors, meetings, action without meetings, notice and quorum
and voting requirements shall apply to committees and their members
as well.

Section 14 - Contracts:

The Board of Directors may authorize any Officer or Officers, agent
or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Section 15 - Loans:

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

Section 16 - Checks, Drafts, etc.:

All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such Officer or Officers, agent or
agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

Section 17 - Deposits:

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

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		ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:
(Section 8.40)

(a)  The officers of the Corporation shall consist of a President,
one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, a Treasurer, and such other
officers, including a Chairperson of the Board, as the Board from
time to time may deem necessary, each of which is elected by the
Board of Directors. Any Officer need not be a Director or
shareholder of the Corporation.  Any two or more offices may be
held by the same person.

(b)  The officers of the Corporation shall be elected annually by
the Board of Directors at the first meeting of the Board following
each annual meeting of shareholders.  If the election of Officers
shall not be held at such meeting, such election shall be held as
soon thereafter as conveniently may be possible.

(c)  Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his/her election, and until
his/her successor shall have been duly elected and shall have been
qualified, or until his/her death, resignation or removal.

Section 2 - Resignation:  (Section 8.43)

Any officer may resign at any time by delivering written notice of
such resignation to the Corporation.  Such resignation shall become
effective when delivered to the Corporation, unless such resignation
specifies a later effective date.  If such resignation is made
effective at a later date and the Corporation accepts the future
effective date, the Corporation's Board of Directors may fill
the pending vacancy before the effective date if the Board of
Directors provides that the successor does not take office until
the effective date.

Section 3 - Removal:  (Section 8.43)

The Board of Directors may remove any officer at any time with or
without cause.

Section 4 - Vacancies: (Section 8.43)
A vacancy in any office by reason of death, resignation, inability
to act, disqualification, or otherwise, may at any time be filled
for the unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:  (Section 8.41)

Each officer has the authority and shall perform the duties set
forth in these Bylaws, and to the extent consistent with these
Bylaws, the duties prescribed by the Board of Directors or by the
direction of an officer or officers authorized by the Board of
Directors to prescribe the duties of officers.

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Section 6 - President:

The President shall be the Principal Executive Officer of the
Corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and
affairs of the Corporation.  He/she shall, when present, preside at
all meetings of the shareholders of the Corporation and of the
Board of Directors. He/She may sign, with the Secretary or any
other proper Officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the Corporation and
deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some
other Officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed, and in general shall
perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from
time to time.

Section 7 - Vice-Presidents:

In the absence of the President or in the event of his/her death,
inability or refusal to act, the Vice-President or Vice-Presidents,
in the order designated at the time of their election, or in the
absence of any designation, in the order of their election, shall
perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
President.  Any Vice-President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the Corporation,
and shall perform such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.

Section 8 - Secretary:

The Secretary shall:
(a)  keep the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more books provided for that
purpose;
(b)  see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;
(c)  be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to
all documents the execution of which on behalf of the Corporation
under its seal is duly authorized;
(d)  keep a register of the post office address of each shareholder
of the Corporation, which shall be furnished, to the Secretary by
such shareholder.
(e)  sign with the President, or a Vice-President, certificates for
shares of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors;
(f)  have general charge of the stock transfer books of the
Corporation; and
(g)  in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.

Section 9 - Treasurer:

The Treasurer shall:
(a)  have charge and custody of and be responsible for all funds
and securities of the Corporation;
(b)  receive and give receipts for moneys due and payable to the
Corporation from any source

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whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as
shall be authorized by the Board of Directors; and
(c)  in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned by the President or by the Board of Directors.  If
required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his/her duties in such sum and with
such surety or sureties as the Board of Directors shall determine.

Section 10 - Assistant Secretaries and Assistant Treasurers:

The Assistant Secretaries, when authorized by the Board of
Directors, may sign with the President, or a Vice-President,
certificates for shares of the Corporation the issuance of which
shall have been authorized by a resolution of the Board of
Directors.  The Assistant Treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and such sureties as the
Board of Directors shall determine.  The Assistant Secretaries and
Assistant Treasurers, in general shall perform such duties as shall
be assigned to them by the Secretary or Treasurer, respectively, or
by the President or the Board of Directors.

Section 11 - Salaries:

The Board of Directors shall fix the salaries of the Officers from
time to time.

Section 12 - Contracts:

The Board of Directors may authorize any Officer or Officers, agent
or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Section 13 - Loans:

No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors.

Section 14 - Checks, Drafts, etc.:

All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such Officer or Officers, agent or
agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

Section 15 - Shares of Other Corporations:  (Section 6.11)

The President, any Vice-President, or such other person as the
Board of Directors may authorize may execute any proxy, consent, or
right to vote possessed by the Corporation in shares of stock owned
by the Corporation subject to the direction of the Board of
Directors.

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		ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:  (Section 6.25 & 6.26)

(a)  The Board of Directors may authorize the Corporation to issue
some or all of its shares with or without certificates.  The
certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall
be numbered and registered in the order issued. They shall bear the
holder's name and the number of shares, and shall be signed by (I)
the Chairman of the Board or the President or a Vice President, and
(ii) the Secretary or any Assistant Secretary, and may bear the
corporate seal or a facsimile thereof.  The signatures of such
Officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other
than the Corporation itself or one of is employees and such
certificates shall remain valid if the person who signed such
certificate no longer holds office when the certificate is issued.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefore upon such terms and
indemnity to the Corporation as the Board of Directors may
prescribe.

(b)  No certificate, if any, representing shares shall be issued
until the full amount of consideration therefore has been paid,
except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of
certificates for fractions of a share, either represented by a
certificate or not, which shall entitle the holder to exercise
voting rights, receive dividends and participate in any assets of
the Corporation in the event of liquidation, in proportion to the
fractional holdings; or it may authorize the payment in cash of the
fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be
permitted by law, of scrip in registered or bearer form over the
signature of an officer or agent of the Corporation, exchangeable
as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of a shareholder, except as
therein provided.

(d)  The Board of Directors, from time to time, may authorize the
issuance of some or all of the shares of the Corporation of any or
all of its classes or series without certificates.  (Such shares
shall be known as "uncertificated shares"). Such authorization by
the Board of Directors does not effect shares of the Corporation
already represented certificates until they are surrendered to the
Corporation.  Within a reasonable time after the issue or transfer
of such uncertificated shares, the Corporation shall send the
shareholder a written statement of the information required by law
and these Bylaws on certificates of shares of the Corporation.

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Section 2 - Lost or Destroyed Certificates:  (Section 6.25)

The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact
by the owner claiming the certificate or shares to be lost, stolen
or destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, at its discretion and as
a condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or
his/her legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

Section 3 - Transfers of Shares:  (Section 6.27)

(a)  Upon surrender to the Corporation or the transfer agent of the
Corporation a certificate, when such shares are certificated
shares, for shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person
entitled thereto and to cancel the old certificate and record the
transaction upon its books.

Section 4 - Record Date:  (Section 7.07)

In lieu of closing the share records of the Corporation, the Board
of Directors may fix, in advance, a date not exceeding seventy days,
nor less than ten days, as the record date for the determination of
shareholders entitled to receive notice of, or to vote at, any
meeting of shareholders, or to consent to any proposal without a
meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action.  If no record date is fixed,
the record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice
is given, or, if no notice is given, the day on which the meeting is
held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted.  A
determination of shareholders of record entitled to notice of or to
vote at a shareholders' meeting is effective for any adjournment
thereof, unless the Directors fix a new record date for the adjourned
meeting, which it must do if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
If a court orders a meeting adjourned to a date more than 120 days
after the date fixed for the original meeting, it may provide that
the original record date continues in effect or it may fix a new
record date. The record date for determining shareholders entitled
to demand a special meeting or to act without a meeting is the date
the first shareholder signs the demand.

Section  5 - Shareholders' List:  (Section 7.20)

The Corporation shall prepare an alphabetical list of the names of
all shareholders who are entitled to notice of a shareholders'
meeting, arranged by voting group, (and within each voting group by
class or series of shares), and show the address of and number of
shares held by each shareholder. Such shareholders' list must be
available for inspection by any shareholder beginning two business
days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, and any adjournment
thereof at the Corporation's principal office or a place identified
as to where the meeting will be held. A shareholder, his agent or
attorney may, on written demand submitted to the Corporation
inspect and copy such list during regular business hours and at his
expense, during the period it is available for inspection.

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<PAGE>

		ARTICLE VI - DIVIDENDS  (Section 6.40)

Subject to applicable law, dividends may be declared and paid out
of any funds available therefore, as often, in such amounts, and at
such time or times as the Board of Directors may determine so long
as the Corporation is able to pay its debts as they become due in
the usual course of business and the Corporation's total assets
exceed its liabilities once such dividend has been declared and
paid.

		ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and altered if
necessary, by the Board of Directors from time to time, subject to
applicable law.

		ARTICLE VIII - CORPORATE SEAL  (Section 3.02)

The corporate seal shall be in such form as shall be approved from
time to time by the Board of Directors.

		ARTICLE IX - WAIVER OF NOTICE (Section 7.06 & 8.23)

Whenever any notice is required to be given to any shareholder or
Director of the Corporation under these Bylaws or under the law, a
waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.

		ARTICLE X - AMENDMENTS  (Section 10.20)

Section 1 - By Shareholders:

All Bylaws of the Corporation shall be subject to amend or repeal,
and new by-laws may be made, by a majority vote of the shareholders
at the time entitled to vote in the election of Directors even
though these Bylaws may also be amended or repealed by the Board of
Directors.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter,
amend and repeal, from time to time, Bylaws of the Corporation;
provided, however, that the shareholders entitled to vote with
respect thereto as in this Article IX above-provided may alter,
amend or repeal Bylaws made by the Board of Directors, except that
the Board of Directors shall have no power to change the quorum for
meetings of shareholders or of the Board of Directors, or to change
any provisions of the Bylaws with respect to the removal of
Directors or the filling of vacancies in the Board resulting from
the removal by the shareholders or to amend or repeal a particular
Bylaw which the shareholders stated, when passing such Bylaw, was
not subject to amendment or repeal by the Board of Directors.  If
any Bylaw regulating an impending election of Directors is adopted,
amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the
election of Directors, the Bylaw so adopted, amended or repealed,
together with a concise statement of the changes made.







