EXHIBIT 2.(A)

EXHIBIT (2) (A)

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/02/1999
991044238 - 2999596

CERTIFICATE OF INCORPORATION

OF

STANDARD CAPITAL CORPORATION
-------------------------------

FIRST. The name of this corporation shall be:

STANDARD CAPITAL CORPORATION

SECOND. Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is THE COMPANY CORPORATION.

THIRD. The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:

Twenty Five Million (25,000,000) shares with a par value of One Tenth of
One Cent ($0.001) per share, amounting to Twenty Five Thousand Dollars
($25,000.00).

FIFTH. The name and mailing address of the incorporator is as follows:

Chennell Mowbray
The Company Corporation
1013 Centre Road
Wilmington, DE 19805

SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this twenty-fourth day of September, A.D. 1998.

/s/ "Chennell Mowbray"
----------------------------
Chennell Mowbray
Incorporator

ARTICLES OF INCORPORATION

STATE OF DELAWARE

ARTICLES OF INCORPORATION

OF

STANDARD CAPITAL CORPORATION

The undersigned corporation amends and restates its Articles of
Incorporation originally filed on September 24, 1999 pursuant to Sections 242 of
the General Corporation Law of the State of Delaware.

ARTICLE I

The name of this corporation shall be:

STANDARD CAPITAL CORPORATION

ARTICLE II

This corporation may engage in any activity or business permitted under
the laws of the State of Delaware, and shall enjoy all the rights and privileges
of a corporation granted by the laws of the State of Delaware.

ARTICLE III

The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000 Common Shares ("Common Stock"), with a par
value of $.001 per share.

The designation and the preferences, limitations and relative rights of
the Common Stock is as follows:

1. Except as otherwise required by law or as may be provided by the
resolutions of the Board of Directors authorizing the issuance of Common Stock,
as hereinabove provided, all rights to vote and all voting power shall be vested
in the holders of Common Stock.

2. The holders of Common Stock shall be entitled to receive when, as
and if declared by the Board of Directors, out of funds legally available
therefor, dividends payable in cash, stock or otherwise.

3. Upon any liquidation, dissolution or winding-up of the
corporation, whether voluntary or involuntary, the remaining net assets of the
corporation shall be distributed pro rata to the holders of the Common Stock.

General Provisions.

1. Except as may be provided by the resolutions of the Board of
Directors authorizing the issuance of Common Stock, as hereinabove provided,
cumulative voting by any shareholder is hereby expressly denied.


2. No shareholder of this corporation shall have, by reason of its
holding shares of any class or series of stock of the corporation, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of this corporation now or hereafter authorized, and any
other equity securities, or any notes, debentures, warrants, bonds, or other
securities convertible into or carrying options or warrants to purchase shares
of any class, now or hereafter authorized whether or not the issuance of any
such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividend or voting rights of such shareholder.

ARTICLE IV

The corporation is to have perpetual existence.

ARTICLE V

The business and property of the corporation shall be managed by a
Board of not fewer than one (1) director, who shall be a natural persons of full
age, and who shall be elected annually by the shareholders having voting rights,
for the term of one year, and shall serve until the election and acceptance of
their duly qualified successors. In the event of any delay in holding, or
adjournment of, or failure to hold an annual meeting, the terms of the sitting
directors shall be automatically continued indefinitely until their successors
are elected and qualified, Directors need not be residents of the State of
Delaware nor shareholders. Any vacancies, including vacancies resulting from an
increase in the number of directors, may be filled by the Board of Directors,
though less than a quorum, for the unexpired term. The Board of Directors shall
have full power, and it is hereby expressly authorized, to increase or decrease
the number of directors from time to time without requiring a vote of the
shareholders. Any director or directors may be removed with or without cause by
the shareholders at a meeting called for such purpose.

ARTICLE VI

This corporation, and any or all of the shareholders of this
corporation, may from time to time enter into such agreements as they deem
expedient relating to the shares of stock held by them and limiting the
transferability thereof; and thereafter any transfer of such shares shall be
made in accordance with the provisions of such agreement, provided that before
the actual transfer of such shares on the books of the corporation, written
notice of such agreement shall be given to this corporation by filing a copy
thereof with the secretary of the corporation and a reference to such agreement
shall be stamped, written or printed upon the certificate representing such
shares, and the By-Laws of this corporation may likewise include provisions for
the making of such agreement, as aforesaid.

ARTICLE VII

The private property of the shareholders of the corporation shall not
be subject to the payment of the corporation's debts to any extent whatever.

ARTICLE VIII

The corporation hereby designates, as its Registered Agent, and as its
Resident Agent to accept service of process within the State of Delaware:


The Company Corporations
1013 Centre Road
Wilmington, DE, 19805

ARTICLE IX

The following indemnification provisions shall be deemed to be
contractual in nature and not subject to retroactive removal or reduction by
amendment:

A. The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

B. The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

C. To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subparagraphs A and B, or in defense
of any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

D. Any indemnification under subparagraphs A and B (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that



indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subparagraphs A and B. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

E. Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized herein.

ARTICLE X

No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, that the foregoing clause shall not apply to any
liability of a director for any action for which the General Corporation Law of
the State of Delaware proscribes this limitation and then only to the extent
that this limitation is specifically proscribed.

ARTICLE XI

In furtherance, and not in limitation, of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized:

A. To make, alter, amend, and repeal the By-Laws of the corporation,
subject to the power of the holders of stock having voting power to alter,
amend, or repeal the By-Laws made by the Board of Directors.

B. To determine and fix the value of any property to be acquired by the
corporation and to issue and pay in exchange therefore, stock of the
corporation; and the judgment of the directors in determining such value shall
be conclusive.

C. To set apart out of any funds of the corporation available for
dividends, a reserve or reserves for working capital or for any other lawful
purposes, and also to abolish any such reserve in the same manner in which it
was created.

D. To determine from time to time whether and to what extent, and at
what time and places, and under what conditions and regulations the accounts and
books of the corporation, or any of the books, shall be open for inspection by
the shareholders and no shareholder shall have any right to inspect any account
or book or document of the corporation except as conferred by the laws of the
State of Delaware, unless and until authorized to do so by resolution of the
Board of Directors or of the shareholders.

E. The Board of Directors may, by resolution, provide for the issuance
of stock certificates to replace lost or destroyed certificates.


ARTICLE XII

If the By-Laws so provide, the shareholders and the Board of Directors
of the corporation shall have the power to hold their meetings, to have an
office or offices, and to keep the books of the corporation, subject to the
provisions of the laws of the State of Delaware, outside of said state at such
place or places as may be designated from time to time by the Board of
Directors.

The corporation may, in its By-Laws, confer powers upon the Board of
Directors in addition to those granted by these Articles of Incorporation, and
in addition to the powers and authority expressly conferred upon them by the
laws of the State of Delaware.

Election of directors need not be by ballot unless the By-Laws so
provide.

Directors shall be entitled to reasonable fees for their attendance at
meetings of the Board of Directors.

ARTICLE XIII

In case the corporation enters into contracts or transacts business
with one or more of its directors, or with any firm of which one or more of its
directors are members, or with any other corporation or association of which one
or more of its directors are shareholders, directors, or officers, such
contracts or transactions shall not be invalidated or in any way affected by the
fact that such director or directors have or may have an interest therein which
is or might be adverse to the interest of this corporation, provided that such
contracts or transactions are in the usual course of business.

In the absence of fraud, no contract or other transaction between this
corporation and any other corporation or any individual or firm, shall in any
way be affected or invalidated by the fact that any of the directors of this
corporation is interested in such contract or transaction, provided that such
interest shall be fully disclosed or otherwise known to the Board of Directors
in the meeting of such Board at which time such contract or transaction was
authorized or confirmed, and provided, however, that any such directors of this
corporation who are so interested may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of this corporation which
shall authorize or confirm such contract or transaction, and any such director
may vote thereon to authorize any such contract or transaction, and any such
director may vote thereon to authorize any such contract or transaction with the
like force and effect as if he were not such director or officer of such other
corporation or not so interested.

ARTICLE X1V

If the corporation is not a reporting company, no shares shall be
transferred with the previous consent of the Directors expressed by a resolution
of the Board and the Directors shall not be required to give any reason for
refusing to consent to any such proposed transfer. If the corporation is not a
reporting company, no shares or debt obligations issued by the corporation shall
be offered for sale to the public.

ARTICLE XV

The corporation reserves the right to amend, alter, change or repeal
any provision contained in these Amended and Restated Articles of Incorporation
in the manner now or hereafter prescribed by law, and all rights and powers
conferred herein upon shareholders, directors and officers are subject to this
reserved power.


IN WITNESS WHEREOF, I, the undersigned, pursuant to the laws of the
State of Delaware, has hereunto duly executed the foregoing Amended and Restated
Articles of Incorporation to be filed in the Office of the Secretary of the
State of Delaware for the purposes therein set forth this September 27, 1998.

/s/ "E. Del Thachuk"
-------------------------
E. Del Thachuk, President




EXHIBIT (2) (C)

BYLAWS

OF

STANDARD CAPITAL CORPORATION

(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
Chairperson or Vice-Chairperson 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 placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person 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 such owner's 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 corporation shall 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 or 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 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 to the 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.

4. 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 the registered holder's 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 waived, 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
any dividend or other distribution or allotment of any rights or the
stockholders 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 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, and which record
date shall be not more than sixty days prior to such action. If no record date
is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein 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 certificate 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 certificate 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 such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.

7. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the 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 annual meeting shall be
held on a date within thirteen months after the date of the
preceding annual meeting. A special meeting shall be held
on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held
at such place, within or without the State of Delaware, as
the directors may, from time to time, fix. Whenever the
directors shall fail to fix such place, the meeting shall
be held at the registered office of the corporation in the
State of Delaware.

- CALL. Annual meetings and special meetings may be called by
the directors or by any officer instructed by the directors
to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings
shall be given, stating the place, date, and hour of the
meeting and stating the place within the city or other
municipality or community at which the list of stockholders
of the corporation may be examined. The notice of an annual
meeting shall state that the meeting is called for the
election of directors and for the transaction of other
business which may properly come before the meeting, and
shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting)
state the purpose or purposes. The notice of a special
meeting shall in all instances state the purpose or
purposes for which the meeting is called. The notice of any
meeting shall also include, or be accompanied by, any


additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise
provided by the General Corporation Law, a copy of the
notice of any meeting shall be given, personally or by
mail, not less than ten days nor more than sixty days
before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and
directed to each stockholder at such stockholder's record
address or at such other address which such stockholder may
have furnished by request in writing to the Secretary of
the corporation. Notice by mail shall be deemed to be given
when deposited, with postage thereon prepaid, in the United
States Mail. If a meeting is adjourned to another time, not
more than thirty days hence, and/or to another place, and
if an announcement of the adjourned time and/or place is
made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the directors, after
adjournment, fix a new record date for the adjourned
meeting. Notice need not be given to any stockholder who
submits a written waiver of notice signed by such
stockholder before or after the time stated therein.
Attendance of a stockholder at a meeting of stockholders
shall constitute a waiver of notice of such meeting, except
when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in any
written waiver of notice.

- STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete
list of the stockholders, arranged in alphabetical order,
and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to
the meeting, either at a place within the city or other
municipality or community where the meeting is to be held,
which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the
meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who
is present. The stock ledger shall be the only evidence as
to who are the stockholders entitled to examine the stock
ledger, the list required by this section or the books of
the corporation, or to vote at any meeting of stockholders.

- CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order
of seniority and if present and acting - the Chairperson of
the Board, if any, the Vice-Chairperson of the Board, if
any, the President, a Vice-President, or, if none of the
foregoing is in office and present and acting, by a
chairperson to be chosen by the stockholders. The Secretary
of the corporation, or in such Secretary's absence, an
Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairperson of the meeting shall
appoint a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for such stockholder by
proxy in all matters in which a


stockholder is entitled to participate, whether by waiving
notice of any meeting, voting or participating at a
meeting, or expressing consent or dissent without a
meeting. Every proxy must be signed by the stockholder or
by such stockholder's attorney-in-fact. No proxy shall be
voted or acted upon after three years from its date unless
such proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is
irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the
corporation generally.

- INSPECTORS. The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to
act at the meeting or any adjournment thereof If an
inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or
more inspectors. In case any person who may be appointed as
an inspector fails to appear or act, the vacancy may be
filled by appointment made by the directors in advance of
the meeting or at the meeting by the person presiding
thereat. Each inspector, if any, before entering upon the
discharge of duties of inspector, shall take and sign an
oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best
of such inspector's ability. The inspectors, if any, shall
determine the number of shares of stock outstanding and the
voting power of each, the shares of stock represented at
the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and
tabulate all votes, ballots, or consents, determine the
result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the
inspector or inspectors, if any, shall make a report in
writing of any challenge, question, or matter determined by
such inspector or inspectors and execute a certificate of
any fact found by such inspector or inspectors. Except as
may otherwise be required by subsection (e) of Section 231
of the General Corporation Law, the provisions of that
Section shall not apply to the corporation.

- QUORUM. The holders of a majority of the outstanding shares
of stock shall constitute a quorum at a meeting of
stockholders for the transaction of any business. The
stockholders present may adjourn the meeting despite the
absence of a quorum.

- VOTING. Each share of stock shall entitle the holder
thereof to one vote. Directors shall be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be
authorized by a majority of the votes cast except where the
General Corporation Law prescribes a different percentage
of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provisions of
the certificate of incorporation and these Bylaws. In the
election of directors, and for any other action, voting
need not be by ballot.

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the
General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be


taken at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing. Action taken
pursuant to this paragraph shall be subject to the provisions of Section 228 of
the General Corporation Law.

ARTICLE 11

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen
of the United States, or a resident of the State of Delaware. The initial Board
of Directors shall consist of two persons. Thereafter the number of directors
constituting the whole board shall be at least one. Subject to the foregoing
limitation and except for the first Board of Directors, such number may be fixed
from time to time by action of the stockholders or of the directors, or, if the
number is not fixed, the number shall be two. The number of directors may be
increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

TIME. Meetings shall be held at such time as the Board shall fix, except that
the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

PLACE. Meetings shall be held at such place within or without the State of
Delaware as shall be fixed by the Board.


CALL. No call shall be required for regular meetings for which the time and
place have been fixed. Special meetings may be called by or at the direction of
the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any,
of the President, or of a majority of the directors in office.

NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular
meetings for which the time and place have been fixed. Written, oral, or any
other mode of notice of the time and place shall be given for special meetings
in sufficient time for the convenient assembly of the directors thereat. Notice
need not be given to any director or to any member of a committee of directors
who submits a written waiver of notice signed by such director or member before
or after the time stated therein. Attendance of any such person at a meeting
shall constitute a waiver of notice of such meeting, except when such person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.

QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum
except when a vacancy or vacancies prevents such majority, whereupon a majority
of the directors in office shall constitute a quorum, provided, that such
majority shall constitute at least one-third of the whole Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another time and place. Except as herein otherwise provided, and except as
otherwise provided by the General Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the General Corporation Law and
these Bylaws which govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated
by the Board, may participate in a meeting of the Board, or any such committee,
as the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if present
and acting, shall preside at all meetings. Otherwise, the Vice-Chairperson of
the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

6. COMMITTEES. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the


extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation with the exception of any power or
authority the delegation of which is prohibited by Section 141 of the General
Corporation Law, and may authorize the seal of the corporation to be affixed to
all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing such officer, no officer other than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing such officer, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until such
officer's successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the resolutions of the Board of Directors designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to such Secretary or Assistant
Secretary. Any officer may be removed, with or without cause, by the Board of
Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall
prescribe.


ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions
of the General Corporation Law, the power to amend, alter, or repeal these
Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by
the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of STANDARD CAPITAL CORPORATION, a Delaware corporation, as in
effect on the date hereof.

Dated: September 25, 1998

/s/ "E. Del Thachuk"
------------------------
Secretary

(SEAL)