UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from                                 to

Commission File Number:  0-1665

                               EXTECH CORPORATION
        (Exact name of small business issuer as specified in its charter)

     Delaware                                        36-2476480
(State or other jurisdiction                      (I.R.S Employer
of incorporation or organization)                 Identification No.)

90 Merrick Avenue, East Meadow, New York                     11554
(Address of principal executive offices)                    (Zip Code)

                                 (516) 794-6300
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. (X) Yes ( ) No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. ( )Yes ( ) No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

     5,591,367 shares as of July 14, 1997

This document consists of 10 sequentially numbered pages.

                                      INDEX

                       EXTECH CORPORATION AND SUBSIDIARIES

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheet - June 30, 1997
          (Unaudited)

          Condensed  Consolidated  Statements  of  Operations - Six months ended
          June 30, 1997 and 1996 (Unaudited)

          Condensed Consolidated Statements of Operations - Three months
          ended June 30, 1997 and 1996 (Unaudited)

          Condensed  Consolidated  Statements of Cash Flows - Six months
          ended June 30, 1997 and 1996 (Unaudited)

          Notes  to  Condensed  Consolidated  Financial  Statements  Six
          months ended June 30, 1997 and 1996 (Unaudited)

Item 2.   Management's Discussion and Analysis or Plan of Operation

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
Item 2.   Changes in Securities
Item 3.   Defaults upon Senior Securities
Item 4.   Submission of Matters to a Vote of Security Holders
Item 5.   Other Information
Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES

                                        2

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                       EXTECH CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                  June 30, 1997
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                       $   1,471,626
  Accounts receivable                                                    36,537
  Notes and other receivables                                            43,844
  Inventories                                                             4,818
  Prepaid expenses and
         other current assets                                            12,628
                                                                         ------
                  Total current assets                                1,569,453
                                                                      ---------
PROPERTY AND EQUIPMENT, net                                             139,975
                                                                        -------
OTHER ASSETS:
  Operating equipment, net                                               11,198
  Deposits                                                                5,000
                                                                          -----
                  Total other assets                                     16,198
                                                                         ------

                                                                  $   1,725,626
                                                                  =============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                $       5,066
  Accrued expenses                                                       48,153
  Debentures payable                                                    154,200
  Accrued taxes payable                                                  14,993
                                                                     ----------
                  Total current liabilities                             222,412
                                                                        -------
MINORITY INTEREST                                                           560
                                                                            ---
OTHER LONG TERM LIABILITIES:                                             59,883
                                                                         ------
STOCKHOLDERS' EQUITY:
  Common Stock, $.01 par value;
    authorized, 10,000,000 shares;
    issued and outstanding,
     5,591,367 shares                                                    55,914
  Capital in excess of par                                            5,264,950
  Deficit                                                            (3,878,093)
                                                                     ---------- 
                                                                      1,442,771
                                                                      ---------
                                                                 $    1,725,626
                                                                 ==============

See notes to condensed consolidated financial statements.

                                        3

                       EXTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                           Six months ended
                                                June 30,
                                            1997        1996
Revenues:
    Rooms                                $ 512,635     $ 506,162
    Other                                    9,273        12,391
    Interest                                30,200        15,041
                                         ---------     ---------

         Total revenues                    552,108       533,594
                                         ---------     ---------

Costs and expenses:
    General, administrative
      and sundry                           259,612       207,687
    Departmental                           149,256       151,507
    Depreciation and amortization           25,926        25,832
    Energy costs                            11,366         7,311
    Lease rentals                          100,695       101,231
    Marketing                               11,610        13,200
    Property operation
      and maintenance                       12,483        10,426
    Provision for bad debt                     600         1,200
                                         ---------     ---------

                                           571,548       518,394

Net (loss) income                        $ (19,440)    $  15,200
                                          =========     =========

Income per common share:

    Net (loss) income                    $    (.01)    $     .01
                                          ========     =========

Weighted average number of common
  shares outstanding                     5,591,367     2,866,092
                                        ==========    ==========

See notes to condensed consolidated financial statements.

                                        4

                       EXTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                           Three months ended
                                                June 30,
                                            1997        1996
Revenues:
    Rooms                                $ 205,164     $ 204,551
    Other                                    4,135         5,728
    Interest                                16,940         8,854
                                         ---------     ---------

         Total revenues                    226,239       219,133
                                         ---------     ---------

Costs and expenses:
    General, administrative
      and sundry                           145,137       106,618
    Departmental                            68,922        70,725
    Depreciation and amortization           13,106        12,845
    Energy costs                             6,459         2,676
    Lease rentals                           38,964        39,046
    Marketing                                4,412         5,409
    Property operation
      and maintenance                        6,642         5,861
    Provision for bad debt                     300           600
                                         ---------     ---------

                                           283,942       243,780

Net (loss)                              $  (57,703)    $ (24,647)
                                         =========      ========

Income per common share:

    Net (loss)                          $     (.01)    $    (.01)
                                         =========      ========

Weighted average number of common
  shares outstanding                     5,591,367     3,340,818
                                         =========     =========

See notes to condensed consolidated financial statements.

                                        5

                       EXTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                               Six months ended
                                                   June 30,
                                              1997         1996

Cash flows from operating activities:
  Net (loss) income                       $ (19,440)    $ 15,200
  Adjustments to reconcile net (loss)
  income to net cash provided by
  operating activities:
   Depreciation and amortization             25,926       25,832
   Provision for bad debts                      600        1,200
Decrease (increase) in assets:
    Accounts receivable                      13,454       21,539
    Inventories                               1,582        1,005
    Prepaid expenses and other
           current assets                   109,851       (8,189)
    Notes receivable                         38,012      (30,648)
    Other assets                             (1,669)       1,844
    Deposits                                ( 5,000)     (10,000)
Increase (decrease) in liabilities:
    Accounts payable                          3,092         (926)
    Accrued expenses                        (75,473)     (15,854)
    Accrued taxes payable                    14,993       12,335
    Claims withheld                          59,883          -0-
                                           --------       ------
  Net cash provided by
  operating activities                      165,811       13,338
                                           --------      -------

Cash flows from investing activities:
  Purchases of property and equipment       (12,306)      (4,476)
                                          ---------    ---------
  Net cash (used in)
  investing activities:                     (12,306)      (4,476)
                                          ---------   ----------

Cash flows from financing activities:
  Proceeds from issuance of stock               -0-      800,000
                                              -----     ---------
  Net cash provided by financing
  activities                                    -0-      800,000
                                              -----     --------

Net increase in cash and cash
equivalents                                 153,505      808,862
Cash, beginning of period                 1,318,121      644,956
                                         -----------   ---------
Cash, end of period                      $1,471,626  $ 1,453,818
                                         ==========  ===========

See notes to condensed consolidated financial statements.

                                        6

                       EXTECH CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)

1.   The Condensed Consolidated Balance Sheet as of June 30, 1997, the Condensed
     Consolidated  Statements of  Operations  for the three and six months ended
     June 30, 1997 and 1996 and the  Condensed  Consolidated  Statements of Cash
     Flows for the six months ended June 30, 1997 and 1996 have been prepared by
     the Company without audit. In the opinion of the Company,  the accompanying
     unaudited   condensed   consolidated   financial   statements  contain  all
     adjustments  necessary to present fairly its financial  position as of June
     30, 1997, results of operations for the three and six months ended June 30,
     1997 and 1996 and cash  flows for the six months  ended  June 30,  1997 and
     1996. This report should be read in conjunction  with the Company's  Annual
     Report on Form 10-KSB for the year ended December 31, 1996.

2.   The results of operations  and cash flows for the six months ended June 30,
     1997 are not  necessarily  indicative of the results to be expected for the
     full year.

                                        7

                       EXTECH CORPORATION AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                                PLAN OF OPERATION

                     SIX MONTHS ENDED JUNE 30, 1997 AND 1996

Results of Operations:

The  Company's  net loss for the six months  ended June 30,  1997 was $19,440 as
compared to a net income of $15,200 for the six months ended June 30, 1996.  The
total  revenues for the six months  ended June 30, 1997 was $18,514  higher than
for the six months ended June 30, 1996.  However,  the additional  revenues were
offset by $51,925 of additional  general,  administrative  and sundry  expenses.
These  additional  costs  were  primarily  from  increased   professional   fees
associated with certain contemplated  business  acquisitions and from additional
officer compensation.

Liquidity and Capital Resources:

As of June 30, 1997, the Company had $1,471,626 in cash and cash equivalents and
a working  capital  surplus of $1,347,041.  As of December 31, 1996, the Company
had $1,318,121 in cash and cash  equivalents  and a working  capital  surplus of
$1,299,647.  The increase in cash and cash  equivalents was primarily the result
of cash  generated  from  operating  activities  for the first  quarter of 1997,
including the receipt of $77,652 in royalty payments during the first quarter of
1997  (which  royalty  payments  were  recognized  as revenue in 1996),  and the
receipt of $28,735 in  payments  from  Robeson  Industries  Corp.  pursuant to a
certain promissory note.

The increase in working capital was primarily the result of the increase in cash
and cash  equivalents and the  reclassification  of $59,883 of certain  disputed
rental obligations of the Company's wholly-owned subsidiary,  IAH, Inc., as long
term liabilities, rather than as accrued expenses.

The Company did not have any material commitments for capital expenditures as of
June  30,  1997;  however,   the  Company  is  continuing  to  explore  business
opportunities  in connection with the acquisition  and/or  operation of a sports
franchise.  No definitive  arrangements are currently in place and no assurances
can be given that any such transaction will be entered into.

                                        8

PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

          None

Item 2.   CHANGES IN SECURITIES

          None

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

Item 5.   OTHER INFORMATION

          None

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               3(a) Certificate of Incorporation,
                    as amended 1

               3(b) By-laws, as amended

               27   Financial Data Schedule

          (b)  Reports on Form 8-K

               None

- --------

1    Denotes document filed as an exhibit to the Company's Annual Report on Form
     10-KSB for the year ended  December  31,  1993 and  incorporated  herein by
     reference.

                                        9

                            SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                      EXTECH CORPORATION

Dated: August 13, 1997                By:/s/ Morton L. Certilman
                                         -----------------------
                                         MORTON L. CERTILMAN
                                         President (Chief Operating Officer and
                                         Principal Financial Officer)

                                       10

                               EXTECH CORPORATION

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

     Section 1. The principal office shall be in the City of Wilmington,  County
of New Castle, State of Delaware.

     Section 2. 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

                             MEETING OF STOCKHOLDERS

     Section 1. All meetings of the  stockholders  for the election of directors
shall be held in the City of Chicago, State of Illinois, at such place as may be
fixed from time to time by the board of directors.  Meetings of stockholders for
any other  purpose  may be held at such time and place,  within or  without  the
State of Delaware,  as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. Annual meetings of stockholders,  commencing with the year 1976,
shall be held on the fourth Thursday of September if not a legal holiday, and if
a legal holiday, then on the next secular day following, at 11:00 A.M., at which
they shall  elect a board of  directors  by a  plurality  vote (as  provided  in
Section 10 of this Article II), and transact such other business as may properly
be brought before the meeting.

     Section  3.  Written  notice of the annual  meeting  shall be given to each
stockholder  entitled  to vote  thereat at least ten days before the date of the
meeting.

     Section  4.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall prepare and make, at least ten days before every  election of
directors,  a  complete  list  of the  stockholders  entitled  to  vote  at said
election,  arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the  election,  either at a place within the city,
town or  village  where  the  election  is to be held and which  place  shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held,  and the list shall be produced and kept at the time
and place of  election  during  the  whole  time  thereof,  and  subject  to the
inspection of any stockholder who may be present.

                                       -1-

     Section  5.  Special  meeting  of the  stockholders,  for  any  purpose  or
purposes,  unlessotherwise  prescribed  by  statute  or by  the  certificate  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or at the  request in writing of  stockholders  owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purposes or purposes of the
proposed meeting.

     Section 6. Written notice of a special meeting of stockholders, stating the
time, place and object thereof,  shall be given to each stockholder  entitled to
vote thereat, at least five days before the date fixed for the meeting.

     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 8. The  holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or  represented
by proxy shall  decide any  question  brought  before such  meeting,  unless the
question  is one upon  which by  express  provision  of the  statutes  or of the
certificate  of  incorporation,  a different vote is required in which case such
express provision shall govern and control the decision of such question.

     Section 10. Each stockholder  shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the  capital  stock
having  voting  power held by such  stockholder,  but no proxy shall be voted on
after three years from its date,  unless the proxy provides for a longer period,
and,  except where the transfer books of the  corporation  have been closed or a
date has been fixed as a record date for the  determination  of its stockholders
entitled  to  vote,  no share of  stock  shall be voted on at any  election  for
directors  which has been  transferred  on the books of the  corporation  within
twenty days next  preceding  such  election of  directors.  At all  elections of
directors  of the  corporation  each  stockholder  having  voting power shall be
entitled  to  exercise  the  right  of  cumulative  voting  as  provided  in the
certificate of incorporation.

     Section  11.  Whenever  the vote of  stockholders  at a meeting  thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of  incorporation,  the meeting
and vote of  stockholders  may be dispensed  with, if all the  stockholders  who
would  have been  entitled  to vote upon the action if such  meeting  were held,
shall consent in writing to such corporate action being taken.

                                       -2-

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors  which shall  constitute the whole board
shall be three (3). The directors  shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected  shall  hold  office  until his  successor  is  elected  and  qualified.
Directors need not be stockholders.

     Section 2.  Vacancies and newly created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors  then in office,  though less than a quorum,  and the directors so
chosen  shall  hold  office  until the next  annual  election  and  until  their
successors are duly elected and shall qualify, unless sooner displaced.

     Section 3. The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful  acts  and  things  as  are  not by  statute  or by  the  certificate  of
incorporation  or by those by-laws  directed or required to be exercised or done
by the stockholders.

                        MEETING OF THE BOARD OF DIRECTORS

     Section 4. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected board of directors shall
be held  immediately  following the close of the annual  meeting at the place of
the  holding of said  annual  meeting.  No notice of any such  meeting  shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting,  provided a quorum  shall be present.  In the event such meeting is not
held at such time and place,  the  meeting may be held at such time and place as
shall  be  specified  in a notice  given as  hereinafter  provided  for  special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.

     Section 6. Regular  meetings of the board of directors  may be held without
notice at such time and at such place as shall  from time to time be  determined
by the board.

     Section 7.  Special  meetings of the board may be called by the chairman of
the  board  or the  president  on two  days'  notice  to each  director,  either
personally or by mail or by telegram;  special  meetings  shall be called by the
president or secretary in like manner and on like notice on the written  request
of two directors.

                                       -3-

     Section 8. At all meetings of the board a majority of the  directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors,  except as may be otherwise  specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any  meeting of the board of  directors  the  directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 9. Unless otherwise  restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if prior to such  action a written  consent  thereto  is signed by all
members of the board or such  committee,  as the case may be,  and such  written
consent is filed with the minutes of proceeding of the board or committee.

                             COMMITTEES OF DIRECTORS

     Section 10. There shall be established an executive committee consisting of
the chairman of the board,  the vice chairman of the board,  the president,  the
executive  vice-president  of the  corporation  and such other members as may be
designated  by  resolution  passed  by a  majority  of the  whole  board,  which
committee shall be responsible for the management of the business and affairs of
the corporation,  subject to the direction of the board of directors.  The board
of  directors  may,  by  resolution  passed by a  majority  of the whole  board,
designate one or more additional committees, each committee to consist of two or
more  directors  of the  corporation,  which,  to  the  extent  provided  in the
resolution,  shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the  corporation and may authorize
the seal of the  corporation  to be affixed to all papers  which may require it.
Such committee or committees  shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.

     Section 11. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     Section 12. The directors may be paid their expenses, if any, of attendance
at each  meeting  of the  board  of  directors  and may be paid a fixed  sum for
attendance  at each meeting of the board of  directors  and such salary or other
compensation  as directors,  as the board by resolution may  determine.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and  receiving  compensation  therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                       -4-

                                   ARTICLE IV

                                     NOTICES

     Section 1. Notices to directors  and  stockholders  shall be in writing and
delivered  personally  or  mailed  to the  directors  or  stockholders  at their
addresses  appearing  on the books of the  corporation.  Notice by mail shall be
deemed  to be given  at the time  when the  same  shall  be  mailed.  Notice  to
directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of  incorporation  or of these by-laws,  a
waiver  thereof in  writing,  signed by the person or persons  entitled  to said
notice,  whether  before  or  after  the time  stated  herein,  shall be  deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation  shall be chosen by the board of
directors and shall be a president,  a secretary  and a treasurer.  The board of
directors may also choose vice-presidents, and one or more assistant secretaries
and  assistant  treasurers.  Two or more offices may be held by the same person,
except that where the offices of president  and  secretary  are held by the same
person, such person shall not hold any other office.

     Section 2. The board of  directors at its first  meeting  after each annual
meeting of stockholders  shall choose a president from among the directors,  and
shall choose a secretary  and a  treasurer,  neither of whom need be a member of
the Board.

     Section 3. The board of  directors  may  appoint  such other  officers  and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.

     Section 4. The salaries of all officers of the  corporation  shall be fixed
by the board of directors.

     Section 5. The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors.  Any vacancy  occurring in any office of the corporation
shall be filled by the board of directors.

                                    PRESIDENT

     Section  6. The  president  shall be the  chief  executive  officer  of the

                                       -5-

corporation.  He shall preside at all meetings of the board of  directors,  be a
member of the executive  committee and shall see that all orders and resolutions
of the board of directors  are carried  into effect.  He shall have the power to
execute on behalf of the  corporation  bonds,  mortgages and other contracts and
instruments  requiring a seal, under the seal of the  corporation,  except where
required or  permitted  by law to be  otherwise  signed and  executed and except
where the signing and  execution  thereof  shall be  expressly  delegated by the
board of directors to some other officer or agent of the corporation.

                            EXECUTIVE VICE PRESIDENT

     Section 7(a). The executive  vice president  shall be in charge of over-all
operations of and be chief operating officer of the corporation and shall report
directly to the president and the board of directors as to such  operations.  In
the absence or  disability  of the  president,  he shall  perform the duties and
exercise  the powers of the  president  and shall  perform such other duties and
have  such  other  powers  as the  board  of  directors  may  from  time to time
prescribe.

                               THE VICE PRESIDENTS

     Section 7(b). The vice  president,  or if there shall be more than one, the
vice presidents in the order determined by the board of directors, shall, in the
absence or disability of the executive  vice  president,  perform the duties and
exercise the powers of the executive vice president and shall perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

                       SECRETARY AND ASSISTANT SECRETARIES

     Section  8.  The  secretary  shall  attend  all  meetings  of the  board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the board of  directors,  and shall
perform  such other  duties as may be  prescribed  by the board of  directors or
president,  under whose  supervision  he shall be. He shall keep in safe custody
the seal of the  corporation  and,  when  authorized  by the board of directors,
affix the same to any instrument  requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant secretary.

     Section  9. The  assistant  secretary,  or if there be more than  one,  the
assistant secretaries in the order determined by the board of directors,  shall,
in the absence or disability of the  secretary,  perform the duties and exercise
the powers of the  secretary  and shall  perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 10. The treasurer shall have the custody of the corporate funds and

                                       -6-

securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements  in books and belongings to the  corporation and shall deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
corporation in such depositories as may be designated by the board of directors,

     Section  11.  He shall  disburse  the  funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
corporation.

     Section  12. If  required  by the  board of  directors,  he shall  give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     Section 13. The  assistant  treasurer,  or if there shall be more than one,
the  assistant  treasurers  in the order  determined  by the board of directors,
shall,  in the absence or  disability of the  treasurer,  perform the duties and
exercise  the powers of the  treasurer  and shall  perform such other duties and
have  such  other  powers  as the  board  of  directors  may  form  time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATE OF STOCK

     Section 1. 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
president or a vice  president and the treasurer or an assistant  treasurer,  or
the  secretary or an  assistant  secretary of the  corporation,  certifying  the
number of shares owned by him in the corporation.

     Section 2.  Where a  certificate  is signed  (1) by a transfer  agent or an
assistant  transfer  agent or (2) by a  transfer  clerk  acting on behalf of the
corporation  and  a  registrar,  the  signature  of  any  such  president,  vice
president,  treasurer, assistant treasurer, secretary or assistant secretary may
be  facsimile.  In case  any  officer  or  officers  who have  signed,  or whose
facsimile  signature or signatures  have been used on, any such  certificate  or
certificates  shall cease to be such  officer or  officers  of the  corporation,
whether because of death,  resignation or otherwise,  before such certificate or
certificates  have  been  delivered  by the  corporation,  such  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 have been used thereon
had not ceased to be such officer or officers of the corporation.

                                       -7-

                                LOST CERTIFICATES

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged to have been lost or destroyed,
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate of stock to be lost or destroyed.  When  authorizing such issue of a
new certificate or  certificates,  the board of directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same in such  manner  as it  shall  require  and/or  to give the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

                               TRANSFERS OF STOCK

     Section 4. Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

     Section 5. The board of directors may close the stock transfer books of the
corporation  for a period not  exceeding  fifty days  preceding  the date of any
meeting of  stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not  exceeding  fifty days
in connection  with obtaining the consent of  stockholders  for any purpose.  In
lieu of closing the stock  transfer  books as aforesaid,  the board of directors
may fix in advance a date,  not exceeding  fifty days  preceding the date of any
meeting of  stockholders,  or the date for the payment of any  dividend,  or the
date for the  allotment of rights,  or the date when any change or conversion or
exchange of capital  stock shall go into effect,  or a date in  connection  with
obtaining  such  consent,  as  a  record  date  for  the  determination  of  the
stockholders  entitled to notice of, and to vote at, any such  meeting,  and any
adjournment thereof, or entitled to receive payment of any such dividend,  or to
any such  allotment of rights,  or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such  stockholders and only such stockholders as shall be stockholders
of record on the date so fixed  shall be entitled to such notice of, and to vote
at, such  meeting and any  adjournment  thereof,  or to receive  payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent,  as the case may be,  notwithstanding  any transfer of any
stock on the  books of the  corporation  after  any such  record  date  fixed as
aforesaid.

                             REGISTERED STOCKHOLDERS

     Section 6. The  corporation  shall be entitled to recognize  the  exclusive

                                       -8-

right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation,  subject to
the provisions of the certificate of  incorporation,  if any, may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.

     Section 2. Before  payment of any  dividend,  there may be set aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

     Section 3. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

                                     CHECKS

     Section  4. All  checks  or demand  for money and notes of the  corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 5. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.

                                       -9-

                                      SEAL

     Section 6. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

     Section 7. The  corporation  shall to the full extent  permitted by Section
145 of the  Delaware  General  Corporation  Law,  as amended  from time to time,
indemnify   all  persons   whom  it  may   indemnify   pursuant   thereto.   The
indemnifications  authorized  hereby shall not be deemed  exclusive of any other
rights to which those seeking  indemnification  may be entitled under or through
any agreement,  vote of  stockholders or  disinterested  directors or otherwise,
both as to action in the official capacity of those seeking  indemnification and
as to action in another  capacity while holding such office,  and shall continue
as to a person who has ceased to be a director,  officer,  employee or agent and
shall inure to the benefit of the heirs,  executors and  administrators  of such
persons.  The corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer, employee or agent of the corporation,
or is or was serving at the request of another corporation,  partnership,  joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of Section 145.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These by-laws may be altered or repealed at any regular  meeting
of the  stockholders  or of the board of directors or at any special  meeting of
the  stockholders  or of the board of directors if notice of such  alteration or
repeal be contained in the notice of such special meeting, or by written consent
of the board of directors pursuant to the provisions of Section 9 of Article III
of these by-laws.

                                      -10-

  

                     5
I
     The schedule  contains  summary  financial  information  extracted from the
financial  Statements  and is  qualified  in its  entirety by  reference to such
financial statements.

                                   1
                                     1

                   6-MOS
                              Dec-31-1997
                                 Jan-01-1997
                                   Jun-30-1997
                                1
                                         1,471,626
                                   0
                                  80,381
                                   0
                                    4,818
                               1,569,453
                                         139,975
                                 25,926
                                 1,725,626
                          222,412
                                        0
                          0
                                    0
                                       55,914
                                     5,264,950
                   1,442,771
                                        0
                               552,108
                                          0
                                  571,548
                               0
                               0
                             0
                                (19,440)
                                   0
                            (19,440)
                                 0
                                0
                                      0
                                   (19,440)
                                  (.01)
                                  (.01)