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                                                                   EXHIBIT T3B-7


                                     BY-LAWS

                                       OF

                             PIONEER LICENSING, INC.

                             A DELAWARE CORPORATION

                              ARTICLE I - OFFICES

                  The registered office of the Corporation in the State of
Delaware shall be located in the City and State designated in the Certificate of
Incorporation. The Corporation may also maintain offices at such other places
within or without the State of Delaware as the Board of Directors may, from time
to time, determine.

                      ARTICLE II - MEETING OF SHAREHOLDERS

     Section 1. Annual Meetings: (Section 211)

                  The annual meeting of the shareholders of the Corporation
shall be held at the time fixed, from time to time, by the Directors, at the
time fixed from time to time by the Directors.

     Section 2. Special Meetings: (Section 211)

                  Special meetings of the shareholders may be called by the
Board of Directors or such person or persons authorized by the Board of
Directors shall be held within or without the State of Delaware.

     Section 3. Court-ordered meeting: (Section 211)

                  The Court of Chancery in this State where the Corporation's
principal office is located, or where; the Corporation's registered office is
located if its principal office is not located in this state, may after notice
to the Corporation, order a meeting to be held on application of any Director or
shareholder of the Corporation entitled to vote in an annual meeting if an
annual meeting has not been held within any thirteen month period if there is a
failure by the Corporation to hold an annual meeting for a period of thirty days
after the date designated therefor, or if no date has been designated, for a
period of thirteen months after the organization of the Corporation or after its
last annual meeting. The court may fix the time and place of the meeting,
determine the shares entitled to participate in the meeting, specify a record
date for determining shareholders entitled to notice of and to vote at the
meeting, prescribe the form and content of the meeting notice, and enter other
orders may be appropriate.

                  * All references to Sections in these By Laws refer to those
sections contained in the Delaware General Corporation Law.

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     Section 4. Place of Meetings: (Section 211)

                  Meetings of shareholders shall be held at the registered
office of the Corporation, or at such other places, within or without the State
of Delaware as the Directors may from time to time fix. If no designation is
made, the meeting shall be held at the Corporation's registered office in the
state of Delaware.

     Section 5. Notice of Meetings: (Section 222)

                  Written or printed notice of each meeting of shareholders,
whether annual or special, stating the time when and place where it is to be
held, shall be served either personally or by first class mail, by or at the
direction of the president, the secretary, or the officer or the person calling
the meeting, not less than ten or more than sixty days before the date of the
meeting, unless the lapse of the prescribed time shall have been waived before
or after the taking of such action, 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. Notice of a special meeting shall also state the
business to be transacted or the purpose or purposes for which the meeting is
called, and shall indicate that it is being issued by, or at the direction of,
the person or persons calling the meeting. If, at any meeting, action is
proposed to be taken that would, if taken, entitle shareholders to dissent and
receive payment for their shares pursuant to the Delaware General Corporation
Law, the notice of such meeting shall include a statement of that purpose and to
that effect. If mailed, such notice shall be deemed to be given when deposited
in the United States mail addressed to the shareholder as it appears on the
share transfer records of the Corporation.

     Section 6. Shareholders' List: (Section 219)

                  (a) After fixing a record date for a meeting, the officer who
has charge of the stock ledger of the Corporation, shall prepare an alphabetical
list of the names of all its shareholders entitled to notice of the meeting,
arranged by voting group with the address of, and the number, class, and series,
if any, of shares held by, each shareholder. The shareholders' list must be
available for inspection by any shareholder for a period of ten days before the
meeting or such shorter time as exists between the record date and the meeting
and continuing through the meeting at the Corporation's principal office, at a
place identified in the meeting notice in the city where the meeting will be
held, or at the office of the Corporation's transfer agent or registrar. Any
shareholder of the Corporation or the shareholder's agent or attorney is
entitled on written demand to inspect the shareholders' list during regular
business hours and at the shareholder's expense, during the period it is
available for inspection.

                  (b) The Corporation shall make the shareholder's list
available at the meeting of shareholders, and any shareholder or the
shareholder's agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment.


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                  (c) Upon the willful neglect or refusal of the Directors to
produce such a list at any meeting for the election of Directors, such Directors
shall be ineligible for election for any office at such meeting.

                  (d) The stock ledger shall be the only evidence as to who are
the shareholders entitled to examine the stock ledger, the list required by
Section 219 of the Delaware General Corporation Law or the books of the
Corporation, or to vote in person or by proxy at any shareholders' meeting.

     Section 7. Quorum: (Section 216)

                  (a) Except as otherwise provided herein, or by law, or in the
Certificate of Incorporation (such Articles and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), or
for meetings ordered by the Court of Chancery called pursuant to Section 211 of
the Delaware General Corporations Law, a quorum shall be present at all meetings
of shareholders of the Corporation, if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting in person or by
proxy.

                  (b) The subsequent withdrawal of any shareholder from the
meeting; after the commencement of a meeting, or the refusal of any shareholder
represented in person or by proxy to vote, shall have no effect on the existence
of a quorum, after a quorum has been established at such meeting.

                  (c) Despite the absence of a quorum at any meeting of
shareholders, the shareholders present may adjourn the meeting.

     Section 8. Voting: (Section 212 & 216)

                  Except as otherwise provided by law, the Certificate of
Incorporation, or these Bylaws, any corporate action, other than the election of
Directors, the affirmative vote of the majority of shares entitled to vote on
that matter and represented either in person or by proxy at a meeting of
shareholders at which a quorum is present shall be the act of the shareholders
of the Corporation. (b) Unless otherwise provided for in the Articles of
Incorporation of this Corporation, directors will be elected by a plurality of
the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present and each shareholder entitled to vote has the right to
vote the number of shares owned by him for a many persons as there are Directors
to be elected. Unless otherwise provided for in the Certificate of Incorporation
of this Corporation, Directors will be elected by a plurality of the votes by
the shares, present in person or by proxy, entitled to vote in the election at a
meeting at which a quorum is present and each shareholder entitled to vote has
the right to vote the number of shares owned by him/her for as many persons as
there are Directors to be elected. (c) Except as otherwise provided by statute,
the Certificate of Incorporation, or these bylaws, at each meeting of
shareholders, each shareholder 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.


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     Section 9. Proxies: (Section 212)

                  Each shareholder entitled to vote or to express consent or
dissent without a meeting, may do so either in person or by proxy, so long as
such proxy is executed in writing by the shareholder himself, or by his
attorney-in-fact thereunto duly authorized in writing. Every proxy shall be
revocable at will unless the proxy conspicuously states that it is irrevocable
and the proxy is coupled with an interest. A .telegram, telex, cablegram, or
similar transmission by the share-holder, or as a photographic, photostatic,
facsimile, shall be treated as a valid proxy, and treated as a substitution of
the original proxy, so long as such transmission is a complete reproduction
executed by the shareholder. No proxy shall be valid after the expiration of
three years from the date of its execution, unless otherwise provided in the
proxy. Such instrument shall be exhibited to the Secretary at the meeting and
shall be filed with the records of the Corporation.

     Section 10. Action Without a Meeting: (Section 228)

                  Unless otherwise provided for in the Certificate of
Incorporation of the Corporation, any action to be taken at any annual or
special shareholders' meeting, may be taken without a meeting, without prior
notice and without a vote if a written consent or consents is/are signed by the
shareholders of the Corporation having not less than the minimum number of votes
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted is delivered by hand or by
certified or registered mail, return receipt requested, to the Corporation to
its registered office in the State of Delaware, its principal place of business
or an officer or agent of the Corporation having custody of the book in which
proceedings of share-holders' meetings are recorded.

     Section 11. Inspectors: (Section 231)

                  (a) The Corporation shall appoint one or more inspectors, and
one or more alternate inspectors, to act at any shareholder' meeting and make a
written report thereof, so long a such inspectors sign an oath to faithfully
execute their duties with impartiality and to the best of their ability before
such meeting. If no inspector or alternate is able to act a shareholder meeting,
the presiding officer shall appoint one or more inspectors to act at the
meeting.

                  (b) The inspector shall:

                      (1) ascertain the number of shares entitled to vote and
the voting power of each such shareholder;

                      (2) determine the shares represented at a meeting and the
validity of proxies and ballots;

                      (3) count all votes and ballots;


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                      (4) determine and retain for a reasonable time a
disposition record of any challenges made to any of the inspectors'
determinations; and

                      (5) certify the inspectors' determinations of the number
of shares represented at the meeting and their count of all votes and ballots.

                        ARTICLE III - BOARD OF DIRECTORS

     Section 1. Number Term Election and Qualifications: (Section 141)

                  (a) The first Board of Directors and all subsequent Boards of
the Corporation shall consist of _____, unless and until otherwise determined by
vote of a majority of the entire Board of Directors. The Board of Directors or
shareholders all have the power, in the interim between annual and special
meetings of the shareholders, to increase or decrease the number of Directors of
the Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of the Corporation or these Bylaws require.

                  (b) Except as may otherwise be provided herein or in the
Certificate of Incorporation, the members of the Board of Directors of the
Corporation shall be elected at the first annual shareholders' meeting and at
each annual meeting thereafter, unless their terms are staggered in the
Certificate of Incorporation of the Corporation or these Bylaws, by a majority
of the votes cast at a meeting of shareholders, by the holders of shares
entitled to vote in the election.

                  (c) The first Board of Directors shall hold office until the
first annual meeting of shareholders and until their successors have been duly
elected and qualified or until there is a decrease in the number of Directors.
Thereinafter, Directors will be elected at the annual meeting of shareholders
and shall hold office until the annual meeting of the shareholders next
succeeding his election, or until his prior death, resignation or removal. Any
Director may resign at any time upon written notice of such resignation to the
Corporation.

                  *NOTE: Article II Section 1 Subsection (b) of these Bylaws
shall not be used in the Corporation's Bylaws unless the Corporation has one or
more classes of voting stock that are:

                  (i) listed on a national exchange; (ii) authorized for
quotation on an interdealer quotation system of a registered national securities
association; or (iii) held by more than two thousand shareholder of record of
the Corporation.

     Section 2. Duties and Powers: (Section 141)

                  The Board of Directors shall be responsible for the control
and management of the business and affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation, except such as
those stated under Delaware


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state law, are in the Certificate of Incorporation or by these Bylaws, expressly
conferred upon or reserved to the shareholders or any other person or persons
named therein.

     Section 3. Regular Meetings; Notice:

                  (a) A regular meeting of the Board of Directors shall be held
either within or without the State of Delaware at such time and at such place as
the Board shall fix.

                  (b) No notice shall be required of any regular meeting of the
Board of Directors and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting when such time and place was fixed before
such change, notice of such action shall be given to each director who shall not
have been present at the meeting at which such action was taken within the time
limited, and in the manner set forth in these Bylaws with respect to special
meetings, unless such notice shall be waived in the manner set forth in these
Bylaws.

     Section 4. Special Meetings; Notice:

                  (a) Special meetings of the Board of Directors shall be held
at such time and place as may be specified in the respective notices or waivers
of notice thereof.

                  (b) Except as otherwise required statute, written notice of
special meetings shall be mailed directly to each Director, addressed to him at
his residence or usual place of business, or delivered orally, with sufficient
time for the convenient assembly of Directors thereat, 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, the notice of any special meeting
shall be deemed to be delivered on the second day after it is deposited in the
United States mails, so addressed, with postage prepaid. If notice is given by
telegram, it shall be deemed to be delivered when the telegram is delivered to
the telegraph company. A notice, or waiver of notice, except as required by
these Bylaws, need not specify the business to be transacted at or the purposes
or purposes of the meeting.

                  (c) Notice of any special meeting shall not be required to be
given to any Director who shall attend such meeting without protesting prior
thereto or at its commencement, the lack of notice to him, or who submits a
signed waiver of notice, whether before or after the meeting. Notice of any
adjourned meeting shall not be required to be given.

                  (d) Unless otherwise stated in the Articles of Incorporation
of the Corporation, the Chairperson, President, Treasurer, Secretary or any two
or more Directors of the Corporation may call any special meeting of the Board
of Directors.


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     Section 5. Chairperson:

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

     Section 6. Quorum and Adjournments: (Section 141)

                  (a) At all meetings of the Board of Directors, or any
committee thereof, the presence of a majority of the entire Board, or such
committee thereof, shall constitute a quorum for the transaction of business,
except as otherwise provided by law, by the Certificate of Incorporation, or
these Bylaws. (Note: If the Certificate of Incorporation authorize a quorum to
consist of less than a majority, but no fewer than one-third of the prescribed
number of Directors as permitted by law except that when a card of one Director
is authorized under Section 141 of the Delaware General Corporation Law, then
one Director shall constitute a quorum or if the Certificate of Incorporation
and/or Bylaws require a greater number than a majority as constituting a quorum
then these Bylaws would state that this lesser or greater amount, instead of a
majority, will constitute a quorum.)

                  (b) A majority of the directors present at the time and place
of any regular or special meeting, although less than a quorum, may adjourn the
same from time to time without notice, whether or not a quorum exists. Notice of
such adjourned meeting shall be given to Directors not present at time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other Directors who were
present at the adjourned meeting.

     Section 7. Manner of Acting: (Section 141)

                  (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) Except as otherwise provided by law, by the Certificate of
Incorporation, or these By Laws, action approved by a majority of the votes of
the Directors present at any meeting of the Board or any committee thereof, at
which a quorum is present shall be the act of the Board of Directors or any
committee thereof.

                  (c) Any action authorized in writing made prior or subsequent
to such action, by all of the directors entitled to vote thereon and filed with
the minutes of the Corporation shall be the act of the Board of Directors, or
any committee thereof, and have the same force and effect as if the same had
been passed by unanimous vote at a duly called meeting of the Board or committee
for all purposes and may be stated as such in any certificate or document filed
with the Secretary of the State of Delaware.

                  (d) Where appropriate communications facilities are reasonably
available, any or all directors shall have the right to participate in any Board
of Directors


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meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.

     Section 8. Vacancies: (Section 223)

                  (a) Any vacancy in the Board of Directors occurring by reason
of an increase in the number of directors, or by reason of the death,
resignation, disqualification, removal or inability to act of any director, or
other cause, shall be filled by an affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board or by a sole
remaining Director, at any regular meeting or special meeting of the Board of
Directors called for that purpose except whenever the shareholders of any class
or classes or series thereof are entitled to elect one or more Directors by the
Certificate of Incorporation of the Corporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority of
the Directors elected by such class or classes or series thereof then in office,
or by a sole remaining Director so elected.

                  (b) If at any time, by reason of death or resignation or other
cause, the Corporation shall have no Directors in office, then an officer or any
shareholder or an executor, administrator, trustee, or guardian of a
shareholder, or other fiduciary entrusted with like responsibility for the
person or estate of a shareholder, may call a special meeting of shareholders to
fill such vacancies or may apply to the Court of Chancery for a decree summarily
ordering an election.

                  (c) If the Directors of the Corporation constitute less than a
majority of the whole Board, the Court of Chancery may, upon application of any
shareholder or shareholders holding at least ten percent of the total number of
shares entitled to vote for Directors, order an election to be held to fill any
such vacancies or newly created directorships.

                  (d) Unless otherwise provided for by statute, the Certificate
of Incorporation or these Bylaws, when one or more directors shall resign from
the board and such resignation is effective at a future date, a majority of the
directors, then in office, including those who have so resigned, shall have the
power to fill such vacancy or vacancies, the vote otherwise to take effect when
such resignation or resignations shall become effective.

     Section 9. Resignation:

                  The shareholders may, at any meeting, vote to accept the
resignation of any Director.


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     Section 10. Removal: (Section 141)

                  One or more or all the Directors of the Corporation may be
removed with or without cause at any time by the shareholders, at a special
meeting of the shareholders called for that purpose, unless the Certificate of
Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation's states in its
Certificate of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove that Director.

     Section 11. Compensation: (Section 141)

                  The Board of Directors may authorize and establish reasonable
compensation of the Directors for services to the Corporation as Directors,
including, but not limited to attendance at any annual or special meeting of the
Board.

     Section 12. Committees: (Section 141)

                  The Board of Directors, by resolution adopted by a majority of
the entire Board, may from time to time designate from among its members one or
more committees, and alternate members thereof, as they deem desirable, each
consisting of one or more members, with such powers and authority (to the extent
permitted by law and these Bylaws) as may be provided in such resolution. Each
such committee shall serve at the pleasure of the Board and, unless otherwise
stated by law, the Certificate of Incorporation of the Corporation or these
Bylaws, shall be governed by the rules and regulations stated herein regarding
the Board of Directors.

                             ARTICLE IV - OFFICERS

     Section 1. Number, Qualifications, Election and Term of Office: (Section
142)

                  (a) The Corporation's officers shall have such titles and
duties as shall be stated in these Bylaws or in a resolution of the Board of
Directors which is not inconsistent with these Bylaws. The officers of the
Corporation shall consist an officer whose duty is to record proceedings of
shareholders' and Directors' meetings and such other officers as the Board of
Directors may from time to time deem advisable. Any officer other than the
Chairman of the Board of Directors may be, but is not required to be, a Director
of the Corporation. Any two or more offices may be held by the same person.

                  (b) The officers of the Corporation shall be elected by the
Board of Directors at the regular annual meeting of the Board following the
annual meeting of shareholders.


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

     Section 2. Resignation: (Section 142)

                  Any officer may resign at any time by giving written notice of
such resignation to the Corporation.

     Section 3. Removal: (Section 142)

                  Any officer elected by the Board of Directors may be removed,
either with or without cause, and a successor elected by the Board at any time,
and any officer or assistant officer, if appointed by another officer, may
likewise be removed by such officer.

     Section 4. Vacancies: (Section 142)

                  A vacancy, however caused, occurring in the Board and any
newly created Directorships resulting from an increase in the authorized number
of Directors may be filled by the Board of Directors.

     Section 5. Bonds: (Section 142)

                  The Corporation may require any or all of its officers or
Agents to post a bond, or otherwise, to the Corporation for the faithful
performance of their positions or duties.

     Section 6. Compensation:

                  The compensation of the officers of the Corporation shall be
fixed from time to time by the Board of Directors.

                          ARTICLE V - SHARES OF STOCK

     Section 1. Certificate of Stock:

                  (a) The shares of the Corporation shall be represented by
certificates or shall be uncertificated shares.

                  (b) Certificated shares of the Corporation shall be signed,
(either manually or by facsimile), by the Chairperson, Vice-Chairperson,
President or Vice-President and Secretary or an Assistant Secretary or the
Treasurer or Assistant Treasurer or any other Officer designated by the Board of
Directors, certifying that the number of shares owned by him or her in the
Corporation, provided however that where such certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer clerk


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acting on behalf of the Corporation and a registrar, any such signature may be a
facsimile thereof. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate, shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its issue.

                  (c) Certificates shall be issued in such form not inconsistent
with the Certificate of Incorporation and as shall be approved by the Board of
Directors. Such certificates shall be numbered and registered on the books of
the Corporation in the order in which they were issued.

                  (d) Except as otherwise provided by law, the rights and
obligations of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing shares of the same class
and series shall be identical.

     Section 2. Lost or Destroyed Certificates:

                  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 if the owner:

                  (a) so requests before the Corporation has notice that the
shares have been acquired by a bona fide purchaser,

                  (b) files with the Corporation a sufficient indemnity bond;
and

                  (c) satisfies such other requirements, including evidence of
such loss, theft or destruction, as may be imposed by the Corporation.

     Section 3. Transfers of Shares: (Section 201)

                  (a) Transfers or registration of transfers of shares of the
Corporation shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his attorney duly authorized by a written power
of attorney; and in the case of shares represented by certificates, only after
the surrender to the Corporation of the certificates representing such shares
with such shares properly endorsed, with such evidence of the authenticity of
such endorsement, transfer, authorization and other matters as the Corporation
may reasonably require, and the payment of all stock transfer taxes due thereon.

                  (b) The Corporation shall be entitled to treat the holder of
record of any share or shares as the absolute owner thereof for all purposes
and, accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.


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     Section 4. Record Date: (Section 213)

                  (a) The Board of Directors may fix, in advance, which shall
not be more than sixty, nor less than ten days before the meeting or action
requiring a determination of shareholders, 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 shareholders entitled to notice
of meeting shall be at the close of business on the day preceding the day on
which notice is given, or, if no notice is given, the day on which the meeting
is held, or if notice is waived, at the close of business on the day before the
day on which the meeting is held.

                  (b) The Board of Directors may fix a record date, which shall
not precede the date upon which the resolution fixing the record date is adopted
for shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights of shareholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, provided that such record date shall not be
more than sixty days before such action.

                  (c) The Board of Directors may fix, in advance, a date which
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date is fixed and no prior action is
required by the Board, the record date for determining shareholders entitled to
consent to corporate action in writing without a meeting, shall be the first
date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery by hand or by
certified or registered mail, return receipt requested, to its registered office
in this State, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. If no record date is fixed by the Board of Directors
and prior action is required by law, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

                  (d) A determination of shareholders entitled to notice of or
to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned
meeting.

                      ARTICLE VI - DIVIDENDS (Section 173)

                  Subject to applicable law, dividends may be declared and paid
out of any funds available therefor, as often, in such amounts, and at such time
or times as the Board of Directors may determine.


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                           ARTICLE VII - FISCAL YEAR

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

              ARTICLE VIII - CORPORATE SEAL [Section 607.0302(2)]

                  The corporate seal, if any, shall be in such form as shall be
prescribed and altered, from time to time, by the Board of Directors.

                            ARTICLE IX - AMENDMENTS

     Section 1. Initial Bylaws:

                  The initial Bylaws of the Corporation shall be adopted by the
Board of Directors at its organizational meeting.

     Section 2. By Shareholders:

                  All by-laws of the Corporation shall be subject to alteration
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 altered, amended or repealed by the Board of Directors.

     Section 3. By Directors:

                  The Board of Directors shall have power to make, adopt, alter,
amend and repeal, from time to time, by-laws of the Corporation; however, Bylaws
made by the Board may be altered or repealed, and new Bylaws made by the
shareholders.

                  ARTICLE X - WAIVER OF NOTICE: (Section 229)

                  Whenever any notice is required to be given by law, the
Certificate of Incorporation or these Bylaws of any these Bylaws, meeting of
shareholders, Board of Directors, or committee thereof, or attendance at the
meeting by any person, shall constitute a waiver of notice of such meeting,
except when the person attends the meeting for the express purpose of objecting
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of
shareholders, Directors or committee thereof need be specified in any written
waiver of notice.

                ARTICLE XI - INTERESTED DIRECTORS: (Section 144)

                  No contract or transaction shall be void or voidable if such
contract or transaction is between the corporation and one or more of its
Directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
Directors or officers, are directors or officers, or have a financial interest,
when such Director or officer is present at or participates in the


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meeting of the Board of committee which authorizes the contract or transaction
or his, her or their votes are counted for such purpose, if:

                  (a) the material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested Directors, even though the disinterested Directors be less
than a quorum; or

                  (b) the material facts as to his, her or their relationship or
relationships or interest or interests and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
shareholders; or

                  (c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee or the shareholders.

                  Such interested Directors may be counted when determining the
presence of a quorum at the Board of Directors' or committee meeting authorizing
the contract or transaction.

                  ARTICLE XII - FORM OF RECORDS: (Section 224)

                  Any records maintained by the Corporation in its regular
course of business, including, but not limited to, its stock ledger, books of
account and minute book, may be kept on, or be in the form of punch cards,
magnetic tape, photographs, micro-photographs or any other information storage
device, provided that the records so kept may be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any of
such records so kept upon the request of any person entitled to inspect the
same.


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