BYLAWS



                                       OF



                             OMR SYSTEMS CORPORATION

                           (A New Jersey Corporation)



                               ARTICLE I. OFFICE.



The principal office of the Corporation in the State of New Jersey is at One ADP

Boulevard, Roseland, New Jersey County of Essex



                       ARTICLE II. STOCKHOLDERS' MEETINGS.



Section 1. Annual Meetings.



     (a)  The annual meeting of the stockholders of the Corporation, commencing

          with the year 2004 shall be held at the principal office of the

          Corporation in the State of Incorporation or at any other place within

          or without the State of Incorporation as may be determined by the

          Board of Directors and as may be designated in the notice of that

          meeting.



          The meeting shall be held on the second Tuesday in November of each

          year, in any case within five months of the close of the fiscal year

          of the corporation. If that day is a legal holiday, the meeting shall

          be held on the next succeeding day not a legal holiday. The business

          to be transacted at the meeting shall be the election of directors and

          such other business as properly brought before the meeting.



     (b)  If the election of directors shall not be held on the day herein

          designated for any annual meeting, or at any adjournment of that

          meeting, the Board of Directors shall call a special meeting of the

          stockholders as soon as possible thereafter.



          At this meeting the election of directors shall take place, and the

          election and any other business transacted shall have the same force

          and effect as at an annual meeting duly called and held.



     (c)  No change in the time or place for a meeting for the election of

          directors shall be made within 20 days preceding the day on which the

          election is to be held. Written notice of any change shall be given

          each stockholder at least 20 days before the election is held, either

          in person or by letter mailed to the stockholder at the address last

          shown on the books of the Corporation.



     (d)  In the event the annual meeting is not held at the time prescribed in

          Article II, Section 1(a) above, and if the Board of Directors shall

          not call a special meeting as prescribed in Article II, Section 1(b)

          above within three months after the date prescribed for the annual

          meeting, then any stockholder may call that meeting, and at that

          meeting the stockholders may elect the directors and transact other





                                       -1-



{PAGE}



          business with the same force and effect as at an annual meeting duly

          called and held.



Section 2. Special Meetings.



Special meetings of the stockholders may be called by the President or by the

holders of at least ten percent (10%) of the stock entitled to vote at that

meeting. At any time, upon the written request of any person or persons entitled

to call a special meeting, it shall be the duty of the Secretary to send out

notices of the meeting, to be held within or without the State of Incorporation

and at such time, but not less than 20 days nor more than 45 days after receipt

of the request, as may be fixed by the Board of Directors. If the Board of

Directors fails to fix a time or place, the meeting shall be held at the

principal office of the Corporation at a time as shall be fixed by the Secretary

within the above limits.

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