BYLAWS



                                       OF



                           TUGBOAT INTERNATIONAL INC.

                            (a Delaware Corporation)





                                    ARTICLE I



                                  STOCKHOLDERS



1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the

corporation shall be signed by, or in the name of, the corporation by the

Chairman or Vice-Chairman of the Board of Directors, if any, or by the President

or a Vice-President and by the Treasurer or an Assistant Treasurer or the

Secretary or an Assistant Secretary of the corporation. Any or all the

signatures on any such certificate may be a facsimile. In case any officer,

transfer agent, or registrar who has signed or whose facsimile signature has

been place upon a certificate shall have ceased to by such officer, transfer

agent, or registrar before such certificate is issued, it may be issued by the

corporation with the same effect as if he were such officer, transfer agent, or

registrar at the date of issue.



Whenever the corporation shall be authorized to issue more than one class of

stock or more than one series of any class of stock, and whenever the

corporation shall issue any shares of its stock as partly paid stock, the

certificates representing shares of any such class or series or of any such

partly paid stock shall set forth thereon the statements prescribed by the

General Corporation Law. Any restrictions on the transfer or registration of

transfer of any shares of stock of any class or series shall be noted

conspicuously on the certificate representing such shares.



The corporation may issue a new certificate of stock or uncertificated shares in

place of any certificate theretofore issued by it, alleged to have been lost,

stolen, or destroyed, and the Board of Directors may require the owner of the

lost, stolen, or destroyed certificate, or his legal representative, to give the

corporation a bond sufficient to indemnify the corporation against any claim

that may be made against it on account of the alleged loss, theft, or

destruction of any such certificate or the issuance of any such new certificate

or uncertificated shares.



2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General

Corporation Law, the Board of Directors of the corporation may provide by

resolution or resolutions that some or all of any or all classes or series of

the stock of the corporations hall be uncertificated shares. Within a reasonable

time after the issuance or transfer of any uncertificated shares, the

corporation shall send to the registered owner thereof any written notice

prescribed by the General Corporation Law.



3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required

to, issue fractions of a share. If the corporation does not issue fractions of a

share, it shall (1) arrange for the disposition of fractional interests by those

entitled thereto, (2) pay in cash the fair value of fractions of a share as of

the time when those entitled to receive such fractions are determined, or (3)

issue scrip or warrants in registered form (either represented by a certificate

or uncertificated) or bearer form (represented by a certificate) which shall

entitle the holder to receive a full share upon the surrender of such scrip or

warrants aggregating a full share. A certificate for a fractional share or an

uncertificated fractional share shall, but scrip o warrants shall not unless

otherwise provided therein, entitle the holder to exercise voting rights, to

receive dividends thereon, and to participate in any of the assets of the

corporation in the event of liquidation. The Board of Directors may cause scrip

or warrants to be issued subject to the event conditions that they shall become

void if not exchanged for certificates representing the full shares or

uncertificated full shares before a specified date, or subject tot he conditions

that the shares for which scrip or warrants are exchangeable may be sold by the

corporation and the proceeds thereof distributed to the holders of scrip or

warrants, or subject to any other conditions which the Board of Directors may

impose.



                                        1

<PAGE>

4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or

registration of transfer of shares of stock, in any, transfers or registration

of transfers of shares of stock of the corporation shall be made only on the

stock ledger of the corporation by the registered holder thereof, or by his

attorney thereunto authorized by power of attorney duly executed and filed with

the Secretary of the corporation or with a transfer agent or a registrar, if

any, and, in the case of shares represented by certificates, on surrender of the

certificate or certificates for such shares of stock properly endorsed and the

payment of all taxes due thereon.



5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the

stockholders entitled to notice of or to vote at any meeting of stockholders or

any adjournment thereof, the Board of Directors may fix a record date, which

record date shall not precede the date upon which the resolution fixing the

record date is adopted by the Board of Directors, and which record date shall

not be more than sixty nor less than ten days before the date of such meeting.

If no record date is fixed by the Board of Directors, the record date for

determining stockholders entitled to notice of or to vote at a meeting of

stockholders shall be at the close of business on the day next preceding the day

on which notice is given, or, if notice is waiver, at the close of business on

the day next preceding the day on which the meeting is held. A determination of

stockholders of record entitled to notice of or to vote at a meeting of

stockholders shall apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent

to corporate action in writing without a meeting, the Board of Directors may fix

a record date, which record date 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 has been fixed by the Board of Directors, the record date for

determining the stockholders entitled to consent to corporate action in writing

without a meeting, when no prior action by the Board of Directors is required by

the General Corporation Law, 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 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 meetings of stockholders are

recorded. Delivery made to the corporation's registered office shall be by hand

or by certified or registered mail, return receipt requested. If no record date

has been fixed by the Board of Directors and prior action by the Board of

Directors is required by the General Corporation Law, the record date for

determining stockholders 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. In order that

the corporation may determine the stockholders entitled to receive payment of

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