BYLAWS



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                         FINANCIAL MODELS HOLDINGS INC.



                             A Delaware Corporation



                               ARTICLE I - OFFICES



          Section 1 - Registered Office:



          The registered office of the corporation within the State of Delaware

shall be located at 229 South State Street, c/o Prentice-Hall Corporation System

Inc., City of Dover, County of Kent.



          Section 2 - Other Offices:



          The corporation may also have offices at such other places both within

and without the State of Delaware as the board of directors may from time to

time determine or the business of the corporation may require.



                      ARTICLE II - MEETINGS OF SHAREHOLDERS



          Section 1 - Annual Meetings:



          The annual meeting of the shareholders of the corporation, for the

purpose of electing directors and transacting such other business as may

properly come before the meeting, shall be held on the date and at the time

fixed from time to time by the board of directors, provided that the first

annual meeting shall be held on a date within thirteen months after the

organization of the corporation and each successive meeting shall be held on a

date within thirteen months after the date of the preceding annual meeting. All

elections of directors shall be by written ballot.





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          Section 2 - Special Meetings:



          Special meetings of the shareholders, for any purpose or purposes,

unless otherwise prescribed by statute or by the certificate of incorporation,

may be called at any time by the president, the board of directors, or the

holders of not less than 25% of all the shares then outstanding and entitled to

vote at the meeting.



          Section 3 - Place of Meetings:



          All annual and special meetings of shareholders shall be held at such

places within or without the State of Delaware as may be fixed from time to time

by the board of directors or as shall be designated in the notices of such

meetings or in duly executed waivers of notice thereof.



          Section 4 - Quorum:



          (a) The holders of a majority of the outstanding shares shall

constitute a quorum at any meeting of shareholders.



          (b) Despite the absence of a quorum at any annual or special meeting

of shareholders, the shareholders of record present in person or represented by

proxy and entitled to vote at the meeting shall have the power to adjourn the

meeting by a majority vote, without notice other than announcement at the

meeting, to a date not later than 30 days after the original meeting. At any

such adjourned meeting at which a quorum shall be present or represented by

proxy, any business may be transacted which might have been transacted at the

meeting as originally called if a quorum had been present.



                        ARTICLE III - BOARD OF DIRECTORS



          Section 1 - Number and Election:





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          (a) The number of the directors of the corporation shall be two (2).

Directors shall be at least eighteen years of age and need not be residents of

the State of Delaware, citizens of the United States, or shareholders of the

corporation.



          (b) Except as may otherwise be provided by law, in the certificate of

incorporation or in these bylaws, the directors, other than the first board of

directors, shall be elected at the annual meeting of the shareholders by a

majority of the votes cast by the holders of shares entitled to vote in the

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