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 March 31, 1998

                                       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 April 30, 1998

                                      INDEX

                       EXTECH CORPORATION AND SUBSIDIARIES

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheet - March 31, 1998
          (Unaudited)

          Condensed  Consolidated  Statements of Operations - Three months ended
          March 31, 1998 and 1997 (Unaudited)

          Condensed  Consolidated  Statements of Cash Flows - Three months ended
          March 31, 1998 and 1997 (Unaudited)

          Notes to  Condensed  Consolidated  Financial  Statements  Three months
          ended March 31, 1998 and 1997 (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)

                                                        March 31, 1998
                                                        --------------
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                             $  876,208
  Accounts receivable                                       62,104
  Notes and other receivables                              477,442
  Inventories                                                6,308
  Prepaid expenses and
         other current assets                                5,820
                                                         ---------
                  Total current assets                   1,427,882
                                                         ---------

PROPERTY AND EQUIPMENT, net                                114,046
                                                           -------

OTHER ASSETS:
  Operating equipment, net                                   7,244
  Deposits                                                   5,000
  Restricted certificate of deposit                         40,000
                                                        ----------

                  Total other assets                        52,244
                                                            ------

                                                        $1,594,172
                                                        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                      $    2,182
  Accrued expenses                                         103,215
  Debentures payable                                       154,200
  Accrued taxes payable                                     17,375
                                                        ----------

                  Total current liabilities                276,972
                                                           -------

MINORITY INTEREST                                              560
                                                               ---

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                                                (4,004,224)
                                                         ---------- 
                                                          1,316,640
                                                          ---------
                                                         $1,594,172
                                                         ==========

See notes to condensed consolidated financial statements.

                                        3

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

                                           Three months ended
                                                March 31,
                                            1998        1997
                                            ----        ----
Revenues:
    Rooms                                $ 262,321     $ 307,471
    Other                                    4,437         5,138
    Interest                                17,951        13,260
                                         ---------     ---------
         Total revenues                    284,709       325,869
                                         ---------     ---------

Costs and expenses:
    General, administrative
      and sundry                           127,230       114,475
    Departmental                            79,101        80,334
    Depreciation and amortization            9,830        12,820
    Energy costs                             5,480         4,907
    Lease rentals                           52,563        61,731
    Marketing                                5,672         7,198
    Property operation
      and maintenance                        5,912         5,841
    Provision for bad debt                     500           300
                                         ---------     ---------

                                           286,288       287,606
                                           -------       -------

Net (loss) income                       $   (1,579)    $  38,263
                                        ==========     =========

Basic (loss) income per common share:

    Net income                          $      0       $     .01
                                        ==========     =========

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

See notes to condensed consolidated financial statements.

                                        4

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

                                                 Three months ended
                                                      March 31,
                                                  1998         1997
                                                  ----         ----

Cash flows from operating activities:
  Net (loss) income                           $ (1,579)   $  38,263
  Adjustments to reconcile net (loss)
  income to net cash (used in) provided
  by operating activities:
   Depreciation and amortization                 9,830       12,820
   Provision for bad debts                         500          300
Decrease (increase) in assets:
    Accounts receivable                        (24,366)      (2,563)
    Inventories                                   (186)         303
    Prepaid expenses and other
           current assets                        5,138       77,652
    Notes receivable                          (123,864)      28,735
    Other assets                                 1,947        1,689
    Deposits                                       -0-       (5,000)
Increase (decrease) in liabilities:
    Accounts payable                               695        3,431
    Accrued expenses                          ( 44,651)     (68,170)
    Accrued taxes payable                       17,375       18,174
    Other Long Term Liabilities                    -0-       59,883
                                              --------    ---------
  Net cash (used in) provided by
  operating activities                        (159,161)     165,517
                                             ----------   ---------

Cash flows from investing activities:
  Purchases of property and equipment          ( 5,020)      (2,002)
                                             ----------  ----------
  Net cash (used in)
  investing activities:                        ( 5,020)      (2,002)
                                             ----------  ----------

Net (decrease) increase in cash and
cash equivalents                              (164,181)     163,515
Cash, beginning of period                    1,040,389    1,318,121
                                            -----------  ----------
Cash, end of period                         $  876,208   $1,481,636
                                            ===========  ==========

See notes to condensed consolidated financial statements.

                                        5

                       EXTECH CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED)

1.   The  Condensed  Consolidated  Balance  Sheet  as of  March  31,  1998,  the
     Condensed Consolidated  Statements of Operations for the three months ended
     March 31, 1998 and 1997 and the Condensed  Consolidated  Statements of Cash
     Flows for the three months ended March 31, 1998 and 1997 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
     March 31, 1998,  results of operations for the three months ended March 31,
     1998 and 1997 and cash flows for the three  months ended March 31, 1998 and
     1997. This report should be read in conjunction  with the Company's  Annual
     Report on Form 10-KSB for the year ended December 31, 1997.

2.   The results of  operations  and cash flows for the three months ended March
     31, 1998 are not  necessarily  indicative of the results to be expected for
     the full year.

                                        6

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION.

                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997

Results of Operations:

     The Company's net loss for the three months ended March 31, 1998 was $1,579
as  compared  to a net income of $38,263  for the three  months  ended March 31,
1997.  The loss for the three  months  ended  March 31, 1998 was caused by lower
room occupancies of $45,150 and increased general and administrative expenses of
$12,755 as compared to the three months ended March 31, 1997.  The foregoing was
partially  offset by increased  interest  income of $4,691 as a result of a loan
made  in  November  1997 to  Dealers  Choice  Automotive  Planning  Inc.  ("DCAP
Insurance")  which bears interest at the rate of 10% per annum (see  "Prospects"
below) and lower lease rental expense of $9,168.

Liquidity and Capital Resources:

     As of March 31, 1998, the Company had $876,208 in cash and cash equivalents
and a working  capital  surplus of  $1,150,910.  As of December  31,  1997,  the
Company  had  $1,040,389  in cash and cash  equivalents  and a  working  capital
surplus of  $1,150,732.  The  reduction in cash was due  primarily to a $114,000
loan made to DCAP Insurance in March 1998.

     Except as described below under  "Prospects,"  the Company did not have any
material commitments for capital expenditures as of March 31, 1998.

Prospects:

     On May 8, 1998,  the Company  entered into an agreement with respect to the
acquisition of all of the issued and outstanding Common Shares of DCAP Insurance
as well as interests in certain  entities  affiliated with DCAP Insurance.  DCAP
Insurance  and  such  affiliates  are  privately-held  and  offer,  as  brokers,
primarily retail automotive, motorcycle, and various other property and casualty
insurance  products.  DCAP  Insurance  has  an  aggregate  of  approximately  54
wholly-owned, joint venture and franchise locations in the New York metropolitan
area.

     The  agreement  provides  that,  in  consideration  for the  shares of DCAP
Insurance and  interests in such  affiliates,  the Company will issue  3,300,000
shares of its  Common  Stock.  In  addition,  the  agreement  contemplates  that

                                        7

management of DCAP Insurance,  together with Morton L.  Certilman,  President of
the  Company,  and Jay M.  Haft,  Chairman  of the  Board of the  Company,  will
purchase, in the aggregate,  the 1,800,000 shares of Common Stock of the Company
beneficially owned by Sterling Foster Holding Corp.  ("Sterling Foster") as well
as an aggregate of 1,402,000 other shares of Common Stock from the Company. As a
result  of  the  foregoing,   the  shareholders  of  DCAP  Insurance  would  own
approximately one-half of the outstanding shares of Common Stock of the Company.
The agreement  provides that the  purchases by the DCAP  Insurance  shareholders
will be made  following  loans of funds by the  Company for such  purpose  (with
respect to the purchases from Sterling  Foster) or by the delivery of promissory
notes as part of the purchase price (with regard to the additional  shares to be
acquired from the Company).

     Simultaneously  with the signing of the  agreement,  the  Company  advanced
$311,000 to DCAP Insurance  (increasing its aggregate advances to DCAP Insurance
to $750,000).  The outstanding  advances,  together with interest at the rate of
10% per annum, are payable on September 30, 1998.

     The  consummation  of the  transaction is subject to the  satisfaction of a
number of conditions,  including certain third party and governmental approvals.
No assurances can be given that the  acquisition  will take place upon the terms
described above or otherwise.

                                        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

          Reference  is made to Part I,  Item 2 hereof  for a  discussion  of an
          agreement  entered into by the Company with respect to the acquisition
          of DCAP Insurance.  The acquisition agreement provides that, following
          the  closing,  the Board of  Directors  of the Company will consist of
          four members - Messrs.  Certilman and Haft, and Kevin Lang and Abraham
          Weinzimer,  the  principals  of DCAP  Insurance.  The  agreement  also
          provides that, following the closing,  Messrs. Certilman and Haft will
          serve as the  Company's  Chairman  and  Vice  Chairman  of the  Board,
          respectively,  while  Messrs.  Lang and  Weinzimer  will  serve as the
          Company's President and Executive Vice President, respectively.

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

- --------

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

               27   Financial Data Schedule

          (b)  Reports on Form 8-K

               None

                                       10

                                   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:  May 15, 1998                         By:/s/ Morton L. Certilman
                                                -----------------------
                                                MORTON L. CERTILMAN
                                                President (Chief
                                                Operating Officer and
                                                Principal Financial
                                                Officer)

                                       11

                               EXTECH CORPORATION

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

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

     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

                            MEETINGS OF STOCKHOLDERS

     Section 1. All meetings of the stockholders  shall be held at such time and
place  as may be  fixed  from  time to time by the  board  of  directors  of the
corporation.

     Section 2. Annual meetings of  stockholders  shall be held for the election
of directors of the corporation.  At such annual meeting, the stockholders shall
elect a board of  directors  by a plurality  vote (as  provided in Section 10 of
this  Article  II), and shall  transact  such other  business as may properly be
brought before the meeting.  To be properly  brought  before an annual  meeting,
business  must be (a)  specified  in the  notice of meeting  (or any  supplement
thereto) given by, at the direction of or upon authority granted by the board of
directors,  (b) otherwise  brought before the meeting by, at the direction of or
upon authority  granted by the board of directors,  or (c) subject to Section 12
hereof,  otherwise  properly  brought before the meeting by a  stockholder.  For
business to be properly  brought before an annual meeting by a stockholder,  the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation.  To be timely,  a stockholder's  notice must be received at the
principal  executive  offices of the  corporation not less than 60 days nor more
than 90 days prior to the meeting;  provided,  however,  that, in the event that
less than 70 days'  notice of the date of the  meeting is given to  stockholders
and public  disclosure  of the meeting  date,  pursuant to a press  release,  is
either not made or is made less than 70 days  prior to the  meeting  date,  then
notice by the  stockholder  to be timely must be so received  not later than the
close of business on the tenth day following the earlier of (a) the day on which
such notice of the date of the annual meeting was mailed to  stockholders or (b)
the day on which any such public disclosure was made.

     A  stockholder's  notice to the secretary  must set forth as to each matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (a) a brief
description of the business desired to be brought before the annual meeting, and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business,  (c) the class and number of shares of the corporation  which are

                                        1

beneficially  owned by the  stockholder,  and (d) any  material  interest of the
stockholder  in such  business.  Notwithstanding  anything in the By-Laws to the
contrary, but subject to Section 12 hereof, no business shall be conducted at an
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section  2. The  chairman  of an annual  meeting  shall,  if the facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance  with the provisions of this Section 2, and, if
he  should  so  determine,  he shall so  declare  to the  meeting,  and any such
business not properly brought before the meeting shall not be transacted.

     Section  3.  Written  notice of the annual  meeting  shall be given to each
stockholder  entitled to vote thereat not less than ten nor more than sixty 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 and 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.

     Section  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  shall be  called  by the  secretary  of the  corporation  at the
request in writing of a majority of the entire board of directors.  Such request
shall state the purpose or purposes of the proposed meeting.

     Section 6. Written notice of a special meeting of stockholders, stating the
time, place and purposes thereof, shall be given to each stockholder entitled to
vote  thereat,  not less ten nor more than sixty 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.

                                        2

     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 a statute,  the by-laws or
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. Except as provided in the  certificate of  incorporation,  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.  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 unless such action has
been  authorized  by the board of  directors,  in which event such action may be
taken by the  written  consent of the holders of not less than a majority of the
shares of capital stock entitled to vote upon such action.

     Section  12.  Only  persons  who  are  nominated  in  accordance  with  the
procedures  set forth in this  Section 12 shall be  qualified  for  election  as
directors.  Nominations of persons for election to the board of directors of the
corporation  may be made at a meeting of  stockholders by or at the direction of
the board of directors or by any stockholder of the corporation entitled to vote
for the election of directors  at the meeting who complies  with the  procedures
set forth in this  Section  12. In order for persons  nominated  to the board of
directors,  other than those  persons  nominated  by or at the  direction of the
board of  directors,  to be qualified to serve on the board of  directors,  such
nomination  shall be made  pursuant to timely notice in writing to the secretary
of the corporation. To be timely, a stockholder's notice must be received at the
principal  executive  offices of the  corporation not less than 60 days nor more
than 90 days prior to the meeting;  provided,  however,  that, in the event that
less than 70 days'  notice of the date of the  meeting is given to  stockholders
and public  disclosure  of the meeting  date,  pursuant to a press  release,  is
either not made or is made less than 70 days  prior to the  meeting  date,  then
notice by the  stockholder  to be timely must be so received  not later than the
close of business on the tenth day following the earlier of (a) the day on which
such notice of the date of the meeting was mailed to stockholders or (b) the day
on which such public disclosure was made.

     A  stockholder's  notice  to the  secretary  must set  forth (a) as to each
person whom the stockholder  proposes to nominate for election or re-election as
a director (i) the name,  age,  business  address and residence  address of such
person,  (ii) the principal  occupation or employment of such person,  (iii) the
class and number of shares of the corporation  which are  beneficially  owned by
such  person and (iv) any other  information  relating  to such  person  that is

                                        3

required to be disclosed in  solicitation  of proxies for election of directors,
or is otherwise  required,  in each case pursuant to Regulation 14A  promulgated
under  the  Securities  Exchange  Act of  1934,  as  amended  from  time to time
(including,  without limitation, such documentation as is required by Regulation
14A to  confirm  that such  person is a bona  fide  nominee);  and (b) as to the
stockholder  giving the notice (i) the name and  address,  as they appear on the
corporation's books, of such stockholder and (ii) the class and number of shares
of the corporation  which are  beneficially  owned by such  stockholder.  At the
request  of the  board  of  directors,  any  person  nominated  by the  board of
directors  for  election as a director  shall  furnish to the  secretary  of the
corporation that information  required to be set forth in a stockholder's notice
of nomination  which  pertains to the nominee.  No person shall be qualified for
election as a director of the  corporation  unless  nominated in accordance with
the  procedures set forth in this Section 12. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance  with  procedures  prescribed by the By-Laws,  and, if he
should so  determine,  he shall so declare  to the  meeting,  and the  defective
nomination shall be disregarded.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors  which shall  constitute the whole board
shall be fixed from time to time by the board of directors  of the  corporation.
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 these by-laws  directed or required to be exercised or done
by the stockholders.

                       MEETINGS 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 of stockholders at
the place of the holding of said annual  meeting.  No notice of any such meeting
shall be necessary to the newly elected

                                        4

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 of directors may be called by the
chairman of the board or the president on one (1) day's notice to each director,
either  personally,  by  overnight  mail,  by  telegram,  by  telecopier  or  by
telephone.  For purposes hereof,  one (1) day's notice shall be satisfied by the
delivery of such notice as shall result in the director receiving notice by 5:00
p.m.,  New York City  time,  on the day  immediately  preceding  the date of the
meeting (provided that the time of the meeting is no earlier than 8:00 a.m., New
York City time).

     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 proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

     Section 10. The board of directors,  by resolution adopted by a majority of
the entire board,  may designate  from among its members an executive  committee
and other committees,  which committees shall serve at the pleasure of the board
of directors.  The board of directors  may  designate  one or more  directors as
alternate  members of any such  committee,  who may replace any absent member or
members of such committee.  The board of directors,  by resolution  adopted by a
majority of the entire board,  may remove a member of any such committee with or
without  cause.  To the extent  provided  in said  resolution  and to the extent
permitted by the laws of the State of Delaware,  each such committee  shall have
and may exercise the powers of 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.

                                        5

                            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.

                                   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.

     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 chairman of the board, a vice-chairman  of the board, a
president, an executive  vice-president,  a secretary and a treasurer. The board
of directors may also choose one or more vice-presidents,  assistant secretaries
and assistant treasurers. Two or more offices may be held by the same person.

     Section 2. The board of  directors,  at its first meeting after each annual
meeting of  stockholders,  shall choose a chairman of the board, a vice-chairman
of the board,  a  president,  an  executive  vice-president,  a secretary  and a
treasurer, none 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

                                        6

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 entire board of
directors.  Any  vacancy  occurring  in any office of the  corporation  shall be
filled by the board of directors.

                              CHAIRMAN OF THE BOARD

     Section  6. The  chairman  of the board of  directors  shall  have  general
supervision  and control  over the finances of the  corporation,  subject to the
control of the board of directors; shall preside at all meetings of the board of
directors  and  stockholders;  shall  be  ex-officio  a member  of all  standing
committees;  and shall  perform  such  other  duties as from time to time may be
assigned to him by the board of directors.

                           VICE-CHAIRMAN OF THE BOARD

     Section  7.  The  vice-chairman  of the  board  shall,  in the  absence  or
disability  of the  chairman of the board,  perform the duties and  exercise the
powers of the chairman of the board,  and shall generally assist the chairman of
the board and  perform  such other  duties as the board or the  chairman  of the
board shall prescribe.

                                    PRESIDENT

     Section 8. The president  shall have general  supervision  and control over
the  day-to-day  business  and  management  of the  corporation,  subject to the
control of the board of directors, and shall see that all orders and resolutions
of the board are carried into effect.

                            EXECUTIVE VICE-PRESIDENT

     Section  9.  The  executive   vice-president  shall  generally  assist  the
president  in the  management  of the  day-to-day  business  and  affairs of the
corporation  and, in the absence or disability of the  president,  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.

                                 VICE-PRESIDENTS

     Section 10. 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.

                                        7

                       SECRETARY AND ASSISTANT SECRETARIES

     Section  11.  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,  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  12. 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.

                       TREASURER AND ASSISTANT TREASURERS

     Section 13. The treasurer shall have the custody of the corporate funds and
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  14.  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  15. 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 16. 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.

                                       8

                                   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
chairman  of the board,  the  vice-chairman  of the board,  the  president,  the
executive  vice-president  or a  vice-president  and  by  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  (a) by a transfer  agent or an
assistant  transfer  agent or (b) by a  transfer  clerk  acting on behalf of the
corporation  and a registrar,  the  signature of any such chairman of the board,
vice-chairman of the board, president, executive vice-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.

                                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.

                                        9

                            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, which date shall not be more than sixty nor less than
ten 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
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

                                       10

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.

                                      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.

                                       11

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These  by-laws  may be altered or  repealed  (a) at any  regular
meeting of the  stockholders  or of the board of  directors,  (b) 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 (c)
by unanimous written consent of the stockholders or board of directors.

                                       12

  

                     5

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

                                   1
                                     U.S.

                   3-MOS
                              Dec-31-1998
                                 Jan-01-1998
                                   Mar-31-1998
                                1
                                         876,208
                                   0
                                  576,784
                                   37,238
                                    6,308
                               1,427,882
                                         391,642
                                 277,596
                                 1,594,172
                          276,972
                                        0
                          0
                                    0
                                       55,914
                                     1,260,726
                   1,594,172
                                        0
                               284,709
                                          0
                                  286,288
                               0
                               0
                             0
                                (1,579)
                                   0
                            (1,579)
                                 0
                                0
                                      0
                                   (1,579)
                                  0
                                  0