BY-LAWS



                                       OF



                           GREG MANNING DELAWARE, INC.



                                   ARTICLE 1

                                  Stockholders



         1.1 Place of Meetings.  Meetings of  stockholders  must be held at such

place, either within or outside the State of Delaware, as the board of directors

may designate from time to time.



         1.2 Annual  Meetings.  Annual meetings of stockholders  must be held at

the day and time fixed, from time to time, by the board of directors,  except if

that day is a legal  holiday,  then the annual  meeting will be held on the next

following  business  day. At each annual  meeting the  stockholders  may elect a

board of directors by plurality  vote and transact such other business as may be

properly brought before the meeting.



         1.3  Special  Meetings.  Special  meetings of the  stockholders  may be

called  by the board of  directors,  the  Chairman  of the  Board,  or the Chief

Executive  Officer,  and must be called by the Chief  Executive  Officer  at the

request of the  holders of at least 20% of the  outstanding  shares  entitled to

vote at that  meeting.  If the special  meeting is called by a person or persons

other than the board of  directors,  the board of directors  must  determine the

time and place of that meeting, which must be held between 35 and 120 days after

receipt of the request for the meeting.



         1.4  Notice  of  Meetings.  Written  notice  of  each  meeting  of  the

stockholders stating the place, date and hour of the meeting must be given by or

at the direction of the board of directors to each stockholder  entitled to vote

at the meeting at least ten,  but not more than 60,  days prior to the  meeting.

Notice of any  special  meeting  must  state in  general  terms the  purpose  or

purposes for which the meeting is called.





         1.5 Quorum;  Adjournments of Meetings. The holders of a majority of the

issued and outstanding  shares of the capital stock of the Corporation  entitled

to vote at a meeting, present in person or represented by proxy, will constitute

a quorum for the  transaction of business at that meeting;  but if there is less

than a quorum,  the holders of a majority of the stock so present or represented

may  adjourn the meeting to another  time or place,  from time to time,  until a

quorum is present,  whereupon  the meeting may be held,  as  adjourned,  without

further  notice,  except as required by law, and any business may be  transacted

thereat that might have been transacted at the meeting as originally called.



         1.6 Voting.  At any meeting of the stockholders  every registered owner

of  shares  entitled  to vote may vote in  person  or by proxy  and,  except  as

otherwise  provided by statute,  in the  certificate of  incorporation  or these

bylaws,  will  have one vote for each such  share  standing  in that  registered

owner's name on the books of the  Corporation.  Except as otherwise  required



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by statute, the certificate of incorporation, or these bylaws, all matters other

than the election of directors  brought  before any meeting of the  stockholders

will be decided by a vote of a majority in interest of the  stockholders  of the

Corporation  present in person or by proxy at that meeting and voting thereon, a

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