Exhibit 3.4

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               CITY NETWORKS, INC.
                             (A NEVADA CORPORATION)

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                                    ARTICLE I
                                  STOCKHOLDERS

     1.  CERTIFICATES   REPRESENTING   STOCK.  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 or  Vice-Chairman of the Board of Directors,
if any, or by the  President  or a  Vice-President  and by the  Treasurer  or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation  or by agents  designated by the Board of Directors,  certifying the
number  of  shares  owned  by him in  the  corporation  and  setting  forth  any
additional statements that may be required by the General Corporation Law of the
State  of  Nevada  ("General  Corporation  Law").  If any  such  certificate  is
countersigned or otherwise  authenticated by a transfer agent or transfer clerk,
and by a registrar,  a facsimile of the signature of the officers,  the transfer
agent or the transfer clerk or the registrar of the  corporation  may be printed
or lithographed  upon the certificate in lieu of the actual  signatures.  If any
officer or officers  who shall have  signed,  or whose  facsimile  signature  or
signatures  shall have been used on any certificate or certificates  shall cease
to be such officer or officers of the  corporation  before such  certificate  or
certificates  shall have been delivered by the  corporation,  the 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  shall have been used
thereon, had not ceased to be such officer or officers of the corporation.

     Whenever the  corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class  of  stock,  the  certificates
representing  stock of any such  class or series  shall set  forth  thereon  the
statements  prescribed by the General  Corporation  Law. Any restrictions on the
transfer  or  registration  of  transfer  of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.

     The  corporation  may  issue a new  certificate  of  stock  in place of any
certificate  theretofore  issued by it,  alleged to have been lost,  stolen,  or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation  against any claim that may be made
against it on account of the alleged loss,  theft,  or  destruction  of any such
certificate or the issuance of any such new certificate.

     2. FRACTIONAL  SHARE  INTERESTS.  The corporation is not obliged to but may
execute and deliver a  certificate  for or  including a fraction of a share.  In
lieu of executing and  delivering a certificate  for a fraction of a share,  the
corporation  may proceed in the manner  prescribed by the  provisions of Section
78.205 of the General Corporation Law.

     3.  STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or

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by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  corporation  or with a  transfer  agent or a
registrar,  if any, and on surrender of the certificate or certificates for such
shares of stock  properly  endorsed  and the payment of all taxes,  if any,  due
thereon.

     4.  RECORD  DATE FOR  STOCKHOLDERS.  For the  purpose  of  determining  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution or the allotment of any rights,  or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If a record date is
not fixed, the record date is at the close of business on the day before the day
on which  notice is given or, if notice is waived,  at the close of  business on
the day before the meeting is held. A  determination  of  stockholders of record
entitled  to notice of or to vote at any meeting of  stockholders  applies to an
adjournment of the meeting;  provided,  however, that the Board of Directors may
fix a new record date for the adjourned  meeting.  The directors  must fix a new
record  date if the  meeting is  adjourned  to a date more than sixty days later
than the date set for the original meeting.

     5.  MEANING OF  CERTAIN  TERMS.  As used in these  Bylaws in respect of the
right  to  notice  of a  meeting  of  stockholders  or a  waiver  thereof  or to
participate  or vote  thereat  or to  consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or  "stockholder" or  "stockholders"  refers to an outstanding
share or shares of stock and to a holder  or  holders  of record of  outstanding
shares of stock when the  corporation  is  authorized to issue only one class of
shares of stock,  and said reference is also intended to include any outstanding
share or shares of stock and any  holder  or  holders  of record of  outstanding
shares  of  stock  of any  class  upon  which  or  upon  whom  the  Articles  of
Incorporation  confers such rights where there are two or more classes or series
of  shares  of stock or upon  which or upon  whom the  General  Corporation  Law
confers  such rights  notwithstanding  that the  articles of  incorporation  may
provide  for more than one  class or  series of shares of stock,  one or more of
which are limited or denied such rights thereunder;  provided,  however, that no
such  right  shall  vest  in the  event  of an  increase  or a  decrease  in the
authorized  number of shares of stock of any class or series  which is otherwise
denied voting rights under the provisions of the Articles of Incorporation.

     6. STOCKHOLDER MEETINGS.

     TIME.  The annual  meeting shall be held on the date and at the time fixed,
from time to time, by the  directors,  provided,  that the first annual  meeting
shall be held on a date within  thirteen  months after the  organization  of the
corporation,  and each successive  annual meeting shall be held on a date within
thirteen  months  after  the date of the  preceding  annual  meeting.  A special
meeting shall be held on the date and at the time fixed by the directors.

     PLACE.  Annual  meetings and special  meetings shall be held at such place,
within or without the State of Nevada,  as the directors may, from time to time,
fix.

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

     NOTICE OR WAIVER OF NOTICE.  Notice of all meetings shall be in writing and
signed by the President or a Vice-President,  or the Secretary,  or an Assistant
Secretary,  or by such other person or persons as the directors must  designate.
The notice must state the  purpose or  purposes  for which the meeting is called
and the time when,  and the place,  where it is to be held. A copy of the notice

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must  be  either  delivered   personally  or  mailed  postage  prepaid  to  each
stockholder  not less than ten nor more than sixty days before the  meeting.  If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation.  Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly  authorized  attorney,  either before or
after the  meeting;  and if notice of any kind is required to be given under the
provisions of the General  Corporation Law, a waiver thereof in writing and duly
signed  whether  before  or  after  the time  stated  therein,  shall be  deemed
equivalent thereto.

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

     PROXY REPRESENTATION.  At any meeting of stockholders,  any stockholder may
designate  another  person  or  persons  to act for him by proxy  in any  manner
described in, or otherwise  authorized  by, the  provisions of Section 78.355 of
the General Corporation Law.

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

     QUORUM.  One-third  (1/3) of the voting  power,  which  includes the voting
power that is present in person or by proxy, regardless of whether the proxy has
authority  to  vote  on all  matters,  constitutes  a  quorum  at a  meeting  of
stockholders  for the  transaction of business  unless the action to be taken at
the meeting shall require a greater  proportion.  The  stockholders  present may
adjourn the meeting despite the absence of a quorum.

     VOTING.  Each share of stock shall entitle the holder  thereof to one vote.
In the election of  directors,  a plurality  of the votes cast shall elect.  Any
other  action is  approved  if the  number of votes  cast in favor of the action
exceeds the number of votes cast in opposition  to the action,  except where the
General  Corporation  Law,  the  Articles  of  Incorporation,  or  these  Bylaws
prescribe a different  percentage of votes and/or a different exercise of voting
power. In the election of directors,  voting need not be by ballot;  and, except
as otherwise may be provided by the General  Corporation  Law,  voting by ballot
shall not be required for any other action.

     Stockholders  may  participate in a meeting of  stockholders  by means of a
conference  telephone or similar  method of  communication  by which all persons
participating in the meeting can hear each other.

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     7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided
by the General  Corporation Law, any action required or permitted to be taken at
a meeting of the stockholders may be taken without a meeting if, before or after
the action,  a written  consent thereto is signed by  stockholders,  eligible to
vote,  holding  at least a  majority  of the voting  power;  provided  that if a
different  proportion  of  voting  power is  required  for such an  action  at a
meeting,  then that proportion of written  consents is required.  In no instance
where action is authorized by written  consent need a meeting of stockholders be
called or noticed.

                                   ARTICLE II
                                    DIRECTORS

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

     2.  QUALIFICATIONS  AND NUMBER.  Each director must be at least 18 years of
age. A director need not be a stockholder  or a resident of the State of Nevada.
The initial  Board of Directors  shall consist of not less than five (5) and not
more than fifteen (15) persons.  Subject to the foregoing  limitation and except
for the first Board of Directors,  such number may be fixed from time to time by
action of the stockholders or of the directors,  or, if the number is not fixed,
the  number  shall be five (5).  The number of  directors  may be  increased  or
decreased by action of the stockholders or of the directors.

     3.  ELECTION  AND TERM.  In the election of  directors,  a plurality of the
votes cast shall elect. The first Board of Directors shall hold office until the
first  election of  directors by  stockholders  and until their  successors  are
elected  and  qualified  or until their  earlier  resignation  or  removal.  Any
director  may  resign  at any  time  upon  written  notice  to the  corporation.
Thereafter,   directors   who  are  elected  at  an  election  of  directors  by
stockholders, and directors who are elected in the interim to fill vacancies and
newly  created  directorships,  shall hold  office  until the next  election  of
directors by stockholders  and until their  successors are elected and qualified
or until their earlier  resignation or removal. In the interim between elections
of directors by stockholders,  newly created  directorships and any vacancies in
the Board of Directors,  including any vacancies  resulting  from the removal of
directors for cause or without cause by the  stockholders and not filled by said
stockholders, may be filled by the vote of a majority of the remaining directors
then in office, although less than a quorum, or by the sole remaining director.

     4. MEETINGS.

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

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

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

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     NOTICE OR ACTUAL OR  CONSTRUCTIVE  WAIVER.  No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice if any need not be given to a  director  or to any  member of a
committee  of  directors  who submits a written  waiver of notice  signed by him
before or after the time stated therein.

     QUORUM AND ACTION. A majority of the directors then in office, at a meeting
duly assembled,  shall constitute a quorum. A majority of the directors present,
whether or not a quorum is present,  may  adjourn a meeting to another  time and
place.  Except as the Articles of  Incorporation  or these Bylaws may  otherwise
provide,  and except as otherwise  provided by the General  Corporation Law, the
act of the  directors  holding a majority of the voting power of the  directors,
present at a meeting at which a quorum is present,  is the act of the Board. The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these Bylaws which govern
a meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.

     Members of the Board or of any  committee  which may be  designated  by the
Board may participate in a meeting of the Board or of any such committee, as the
case  may  be,  by  means  of  a  telephone  conference  or  similar  method  of
communication by which all persons participating in the meeting hear each other.
Participation in a meeting by said means  constitutes  presence in person at the
meeting.

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

     5. REMOVAL OF  DIRECTORS.  Any or all of the  directors  may be removed for
cause  or  without  cause  in  accordance  with the  provisions  of the  General
Corporation Law.

     6.  COMMITTEES.  Whenever its number  consists of two or more, the Board of
Directors may designate one or more committees which have such powers and duties
as the Board shall determine.  Any such committee, to the extent provided in the
resolution or resolutions  of the Board,  shall have and may exercise the powers
and  authority of the Board of Directors in the  management  of the business and
affairs  of  the  corporation  and  may  authorize  the  seal  or  stamp  of the
corporation  to be  affixed to all  papers on which the  corporation  desires to
place a seal or stamp.  Each committee  must include at least one director.  The
Board of Directors may appoint natural persons who are not directors to serve on
committees.

     7.  WRITTEN  ACTION.  Any action  required  or  permitted  to be taken at a
meeting  of the Board of  Directors  or of any  committee  thereof  may be taken
without a meeting if, before or after the action,  a written  consent thereto is
signed by all the members of the Board or of the committee, as the case may be.

                                   ARTICLE III
                                    OFFICERS

     1. The  corporation  must have a President,  a Secretary,  and a Treasurer,
and, if deemed necessary,  expedient,  or desirable by the Board of Directors, a
Chairman  of  the  Board,   a   Vice-Chairman   of  the  Board,   an   Executive
Vice-President,  one  or  more  other  Vice-Presidents,  one or  more  Assistant
Secretaries,  one or more  Assistant  Treasurers,  and such other  officers  and

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agents with such titles as the resolution choosing them shall designate. Each of
any such  officers  must be natural  persons  and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.

     2.  QUALIFICATIONS.  Except as may otherwise be provided in the  resolution
choosing him, no officer  other than the Chairman of the Board,  if any, and the
Vice-Chairman of the Board, if any, need be a director.

     Any person may hold two or more offices, as the directors may determine.

     3. TERM OF OFFICE.  Unless  otherwise  provided in the resolution  choosing
him,  each  officer  shall be chosen for a term which shall  continue  until the
meeting  of the  Board  of  Directors  following  the  next  annual  meeting  of
stockholders  and  until  his  successor  shall  have  been  chosen or until his
resignation or removal before the expiration of his term.

     Any  officer  may be  removed,  with or  without  cause,  by the  Board  of
Directors or in the manner determined by the Board.

     Any vacancy in any office may be filled by the Board of Directors or in the
manner determined by the Board.

     4. DUTIES AND AUTHORITY.  All officers of the  corporation  shall have such
authority  and  perform  such  duties in the  management  and  operation  of the
corporation  as shall be prescribed in the resolution  designating  and choosing
such officers and prescribing  their  authority and duties,  and shall have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions or instruments may be inconsistent therewith.

                                   ARTICLE IV
                                REGISTERED OFFICE

     The location of the initial  registered  office of the  corporation  in the
State of Nevada is the address of the initial resident agent of the corporation,
as set forth in the original Articles of Incorporation.

     The corporation shall maintain at said registered office a copy,  certified
by  the  Secretary  of  State  of the  State  of  Nevada,  of  its  Articles  of
Incorporation,  and  all  amendments  thereto,  and a  copy,  certified  by  the
Secretary of the corporation,  of these Bylaws, and all amendments thereto.  The
corporation  shall  also  keep at said  registered  office a stock  ledger  or a
duplicate stock ledger, revised annually,  containing the names,  alphabetically
arranged, of all persons who are stockholders of the corporation,  showing their
places  of  residence,  if  known,  and  the  number  of  shares  held  by  them
respectively  or a statement  setting out the name of the custodian of the stock
ledger or  duplicate  stock  ledger,  and the present and  complete  post office
address,  including  street and  number,  if any,  where  such  stock  ledger or
duplicate stock ledger is kept.

                                    ARTICLE V
                             CORPORATE SEAL OR STAMP

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

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                                   ARTICLE VI
                                   FISCAL YEAR

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

                                   ARTICLE VII
                               CONTROL OVER BYLAWS

     New  Bylaws  may be adopted  or these  Bylaws  may be  amended,  altered or
repealed by the stockholders. The power to amend, alter, and repeal these Bylaws
and to make new Bylaws,  other than a Bylaw or  amendment  thereof  changing the
authorized  number of  directors,  shall be  vested  in the  Board of  Directors
subject to the Bylaws, if any, adopted by the stockholders.

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