THE BYLAWS
of
____________________________

A ____________________________Corporation

	The following Bylaws are adopted by the shareholders of the corporation entitled to vote for the government of the corporation:

ARTICLE I
MEETINGS OF SHAREHOLDERS

	(a)	Annual Meetings.  The regular annual meeting of the shareholders shall be held at the principal office of the corporation, in ____________________________, on the second Tuesday in ____________________________of each year, at 10:00 a.m.  If that day falls on a legal holiday, the meeting shall be held on the next succeeding day which is not a legal holiday at the same hour.  The first annual meeting shall be held in ____________________________.

	(b)	Special Meetings.  The Secretary shall call special meetings pursuant to a resolution of the Board of Directors, or upon the written request of two directors, or by shareholders representing 10% of the shares issued and entitled to vote.  Calls for special meetings shall specify the time, place and purpose therefor.  No business other than that specified in the call shall be considered.

	(c)	Notice of Meetings.  A written notice stating the date, time, place and purpose of the meeting of shareholders shall be given either by personal delivery or by mail at least 10 days but not more than 50 days before the date of the meeting to each shareholder of record entitled to notice of the meeting.  If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation.

	All notices with respect to any shares held in more than one name may be given to the one who is named first on the certificate of stock.  Notice so given shall be considered as notice to all the holders of such shares.

	(d)	Quorum.  A majority of the shares issued and outstanding, represented by the holders of record thereof, in person or by proxy, shall constitute a quorum at any meeting of shareholders, but less than such number may adjourn the meeting from time to time.  At such adjourned meeting any business may be transacted which might have been transacted if the meeting had been held as originally called.

	(e)	Proxies.  Any shareholder entitled to vote at a meeting of shareholders may be represented and vote thereat by proxy in writing, subscribed by such shareholder or by his duly authorized attorney and submitted to the Secretary at or before such meeting.

	(f)	Voting of Shares.  Each outstanding voting share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  The vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or the articles of incorporation or these bylaws.

	(g)	Informal Action by Shareholders.  Any action which may 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 persons who would be entitled to vote upon such action at a meeting and shall be filed with the Secretary of the corporation to be kept as part of the corporate records. 

ARTICLE II
SEAL

	The seal of the corporation shall be circular, about two inches in diameter, with the name of the corporation and year of incorporation appearing around the margin and the word "SEAL" placed in the center.  It shall remain in the custody of the Secretary.  The seal or a facsimile thereof shall be affixed to all certificates of stock.  If deemed advisable and authorized by the Board of Directors, a duplicate seal may be kept and used by any other officer of the corporation or by the Transfer Agent or Registrar.

ARTICLE III
SHARES

	SECTION 1.	  Certificates.  Certificates evidencing the ownership of shares of the corporation shall be issued to those entitled to them by transfer or otherwise.  Each certificate shall be numbered consecutively, shall be signed by the President or a Vice-President and by the Secretary, an Assistant Secretary, the Treasurer, or Assistant Treasurer.  The certificate shall bear the seal of the corporation and shall contain such recitals as may be required by law.  The certificates shall be of such tenor and design as the Board of Directors may determine.

	SECTION 2.  Transfers.

	(a)	Shares may be transferred by the registered holders thereof or by their legally empowered attorneys or by their legal representatives, by surrender of the certificate and a written assignment of the shares.  The Board of Directors may appoint such Transfer Agents or Registrars of shares as it may deem advisable and may define their powers and duties.

	(b)	All endorsements, assignments, transfers, share powers or other instruments of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any two of the following officers:  the President or a Vice-President, and the Treasurer or Secretary, or an Assistant Treasurer or an Assistant Secretary, or by any person or persons authorized by the Board of Directors.

	SECTION 3.  Lost Certificates.  The Board of Directors may order new certificates to be issued in place of any certificates claimed to have been lost or destroyed.  In every case the owner or owners of the lost certificates shall first furnish a bond to the corporation with surety or sureties satisfactory to the corporation, in such sum as the Board of Directors may in its discretion deem sufficient, as indemnity against any loss or liability that the corporation may incur by reason of the issuance of the new certificates.  The Board of Directors may, in its discretion, refuse to issue such new certificates, save upon the order of a court of competent jurisdiction.

	SECTION 4.  Closing of Transfer Books.  The share transfer books of the corporation may be closed by order of the Board of Directors for a period not exceeding ten (10) days prior to any meeting of shareholders and for a period not exceeding (10) days prior to the payment of any dividend. The times during which the books may be closed shall be fixed by the Board of Directors.

ARTICLE IV
DIRECTORS

	The number of members of the Board of Directors shall be determined pursuant to law, and then only by a resolution of the shareholders entitled to vote.  The election of directors shall be held at the regular annual meeting of the shareholders or at a special meeting called for that purpose.

	Unless removed, as permitted by law or by these Bylaws, Directors shall hold office until the expiration of the term for which they were elected and shall continue in office until their respective successors shall have been duly elected and qualified.

ARTICLE V
VACANCIES IN THE BOARD

	A resignation by a Director shall take effect upon its receipt by the Secretary unless some other time is specified therein.  In case of any vacancy in the Board of Directors through death, resignation, removal, disqualification or other cause deemed sufficient by the Board, the remaining directors, though less than a majority of the Board, by affirmative vote of a majority of those present at any duly convened meeting may, except as herein provided, elect a successor to hold office for the unexpired portion of the term of that Director, and/or until the election and qualification of a successor.

ARTICLE VI
REGULAR MEETINGS

	Regular meetings of the Board of Directors shall be held periodically on such dates as the Board may designate.

ARTICLE VII
SPECIAL MEETINGS

	Special meetings of the Board of Directors shall be called by the Secretary and held at the request of the President or any two of the Directors.

ARTICLE VIII
NOTICE OF MEETINGS

	Written notice of the time and place of each meeting of the Directors shall be given by the Secretary to each Director either by personal delivery or by mail, telegram, or cablegram at least two days before the meeting, which notice need not specify the purpose of the meeting.  Any Director may waive notice of any meeting before or after the meeting.  The attendance by 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, and does not thereafter vote for or assent to action taken at the meeting.

	Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

ARTICLE IX
QUORUM

	A majority of the Directors in office at the time shall constitute a quorum at all meetings.

ARTICLE X
PLACE OF MEETINGS

	The Board of Directors may hold its meetings at such place or places within or without the State of ____________________________ as the Board may, from time to time, determine.

ARTICLE XI
MANNER OF ACTING

	Except as otherwise provided in these Bylaws, the act of the majority of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors.  Directors may also take action without a meeting if written consent to the action in question is signed by all the Directors and filed with the minutes of the Board, whether this consent is signed before or after the action so taken.

ARTICLE XII
COMPENSATION

	Directors, as such, shall not receive any stated salary for their services.  By resolution of the Board a fixed sum for expenses, if any, may be allowed for attendance at each meeting, regular or special.  Nothing herein contained shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.  Members of executive or special committees may be allowed such compensation for attending committee meetings as the Board of Directors may determine.

ARTICLE XIII
INDEMNIFICATION

	SECTION 1.	Right to Indemnification.  Any person who at any time serves or has served as a director of the corporation, or who, while serving as a director of the corporation, serves or has served, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys' fees, incurred by him in connection with any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding (and any appeal therein), whether brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which he may become liable in any such action, suit or proceeding.

	SECTION 2.	Payment of Indemnification.  The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.  The Board of Directors may appoint a committee or special counsel to make such determination and evaluation.  To the extent needed, the Board of Directors shall give notice to, and obtain approval by, the shareholders of the corporation for any decision to indemnify.

	SECTION 3.	Binding and Nonexclusive.  Any person who at any time after the adoption of this bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein.  Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

ARTICLE XIV
ELECTION OF OFFICERS

	At the first meeting of the Board of Directors in each year held after the annual meeting of the shareholders, and at any special meeting provided in Article VII, the Board of Directors shall elect or choose the officers of the corporation and designate such subordinate officers and employees as it shall determine.  They may also appoint an executive committee or committees from their number and define their powers and duties.

ARTICLE XV
OFFICERS

	The officers of this corporation shall be a President, a Vice-President, a Secretary, and a Treasurer who may or may not be directors.  The officers shall be elected or chosen by the Board of Directors and shall hold office for one year and until their successors are elected or chosen and qualified.  Additional Vice-Presidents may be elected or chosen as may be determined by the Directors who may also appoint one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers and agents of the corporation as it may determine.

	Any officer or employee elected or appointed by the Board of Directors, other than that of Director, may be removed at any time upon vote of the majority of the Board of Directors.

	Any two or more offices may be held by the same person except that no one person may act in more than one capacity where the action of two or more officers is explicitly required, except where all offices are held by the same person.

	The Board of Directors may, in case of the absence of any officer for any other reason it may deem sufficient, delegate the powers or duties of such officer to any other officer or to any director, provided a majority of the Board of Directors concurs.

ARTICLE XVI
DUTIES OF OFFICERS

	(a)	President.  The President shall preside at all meetings of shareholders and directors.  The President shall be the principal executive officer of the corporation and shall exercise, subject to the control of the Board of Directors and the shareholders of the corporation, a general supervision over the affairs of the corporation.

	(b)	Vice-President.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties and be vested with the authority of the President.

	(c)	Secretary.  The Secretary shall record the minutes of all proceedings of the Board of Directors and of the shareholders and shall maintain proper records thereof which shall be attested by him.  The Secretary shall keep such books as may be required by the Board of Directors and shall take charge of the seal of the corporation.

	(d)	Treasurer.  The Treasurer shall have the custody of the funds and securities of the corporation which may come into his hands and shall do with the same as may be ordered by the Board of Directors.  When necessary or proper the Treasurer may endorse for collection on behalf of the corporation, checks, notes and other obligations.  The Treasurer shall deposit the funds of the corporation to its credit in such banks and depositories as the Board of Directors may from time to time designate.  He shall submit to the annual meeting of the shareholders a statement of the financial condition of the corporation.  The Treasurer shall keep and maintain in the books of the corporation full and accurate accounts of all moneys received and disbursed for and on account of the corporation, and shall, whenever required by the Board of Directors, make and render a statement of his accounts and such other statements as may be required.

	(e)	General Duties of All Officers.  All officers shall perform generally all duties incident to the particular office and also such other duties as may be assigned to such officer by the Board of Directors.

ARTICLE XVII
ORDER OF BUSINESS

	The order of business at meetings of shareholders shall be the order or sequence usual and generally prevalent for the orderly conduct of the business of such meetings.

	In case of dispute or question as to procedure, the standard and recognized rules of parliamentary procedure shall govern unless otherwise specifically provided in these Bylaws or by law.

	All persons claiming to hold proxies shall present them to the Secretary for verification before the opening of the meeting.

ARTICLE XVIII
FISCAL YEAR

	The fiscal year of the corporation shall begin on ____________________________ in each year.

ARTICLE XIX
FORCE AND EFFECT OF BYLAWS

	These Bylaws are subject to the provisions of the General Statutes of the State of ____________________________ and the corporation's Articles of Incorporation as they may be amended.  If any provision in these Bylaws is inconsistent with any provision of the law or the Articles of Incorporation, the provision of the law or of the Articles of Incorporation shall govern.

ARTICLE XX
ADAPTATION TO ONE PERSON CORPORATION

	Wherever in these Bylaws references are made to more than one incorporator, director or shareholder, they shall, if this is a sole incorporator, director, shareholder corporation, be construed to mean the solitary person; and all provisions dealing with the quantum of majorities or quorums shall be deemed to mean the action by the one person constituting the corporation.

ARTICLE XXI
AMENDMENTS

	These Bylaws may be amended or new bylaws may be adopted at a meeting held for such purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal; notice of which meeting having been given pursuant to these Bylaws.