BYLAWS



                                       OF



                              FAYBER GROUP, INC.



                             (a Nevada corporation)



                                    ARTICLE I



                                  STOCKHOLDERS



         1.  CERTIFICATES  REPRESENTING  STOCK.  Every  holder  of  stock in the

corporation  shall be entitled to have a  certificate  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  or by agents  designated by the Board of Directors,  certifying the

number  of  shares  owned  by him in  the  corporation  and  setting  forth  any

additional statements that may be required by the General Corporation Law of the

State  of  Nevada  (General   Corporation  Law).  If  any  such  certificate  is

countersigned or otherwise  authenticated by a transfer agent or Transfer clerk,

and by a registrar,  a facsimile of the signature of the officers,  the transfer

agent or the transfer clerk or the registrar of the  corporation  may be printed

or lithographed  upon the certificate in lieu of the actual  signatures.  If any

officer or officers  who shall have  signed,  or whose  facsimile  signature  or

signatures  shall have been used on any certificate or certificates  shall cease

to be such officer or officers of the  corporation  before such  certificate  or

certificates  shall have been delivered by the  corporation,  the certificate or

certificates  may  nevertheless  be adopted by the corporation and be issued and

delivered  as though the  person or  persons  who  signed  such  certificate  or

certificates,  or whose facsimile  signature or signatures  shall have been used

thereon, had not ceased to be such officer or officers of the corporation.



         Whenever the  corporation  shall be  authorized  to issue more than one

class of stock or more than one series of any class of stock,  the  certificates

representing  stock of any such  class or series  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 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 any 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.



         2. FRACTIONAL  SHARE  INTERESTS.  The corporation is not obliged to but

may execute and deliver a certificate for or including a fraction of a share. In

lieu of executing and  delivering a certificate  for a fraction of a share,  the

corporation  may proceed in the manner  prescribed by the  provisions of Section

78.205 of the General Corporation Law.





{PAGE}





      3. STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the

transfer or registration  of transfer of shares of stock,  if 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 on surrender of the certificate or certificates for such

shares of stock  properly  endorsed  and the payment of all taxes,  if any,  due

thereon.



         4. RECORD DATE FOR  STOCKHOLDERS.  For the purpose of  determining  the

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

any adjournment  thereof,  or to express consent to corporate  action in writing

without a meeting,  or  entitled  to receive  payment of any  dividend  or other

distribution or the allotment of any rights,  or entitled to exercise any rights

in respect of any change, conversion, or exchange of stock or for the purpose of

any other lawful action, the directors may fix, in advance, a record date, which

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

meeting,  nor more than sixty days prior to any other action.  If no record date

is fixed, 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 waived, at

the close of business on the day next  preceding the day on which the meeting is

held, the record date for determining  stockholders  entitled to express consent

to corporate  action in writing  without a meeting,  when no prior action by the

Board of Directors  is  necessary,  shall be the day on which the first  written

consent is expressed,  and the record date for determining  stockholders for any

other purpose shall be at the close of business on the day on which the Board of

Directors   adopts  the  resolution   relating   thereto.   A  determination  of

stockholders  of  record  entitled  to notice  of or to vote at any  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.



         5. MEANING OF CERTAIN TERMS.  As used in these Bylaws in respect of the

right  to  notice  of a  meeting  of  stockholders  or a  waiver  thereof  or to

participate  or vote  thereat  or to  consent or dissent in writing in lieu of a

meeting,  as the case may be, the term "share" or shares" or "share of stock" or

"shares of stock" or  "stockholder" or  "stockholders"  refers to an outstanding

share or shares of stock and to a holder  or  holders  of record of  outstanding

shares of stock when the  corporation  is  authorized to issue only one class of

shares of stock, and said reference is also intended to 'include any outstanding

share or shares of stock and any  holder  or  holders  of record of  outstanding

shares  of  stock  of any  class  upon  which  or  upon  whom  the  Articles  of

Incorporation  confers such rights where there are two or more classes or series

of  shares  of stock or upon  which or upon  whom the  General  Corporation  Law

confers  such rights  notwithstanding  that the  articles of  incorporation  may

provide  for more than one  class or  series of shares of stock,  one or more of

which are limited or denied such rights thereunder,  provided,  however, that no

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