<PAGE>
                                                                     Exhibit 4.1

ARTICLE  I  OF  THE  BY  LAWS  OF  ACTO  DIGITAL  VIDEO  U.S.A  INC.
--------------------------------------------------------------------

Section  7.  Removal of Directors     At a meeting of shareholders, any director
---------------------------------
or the entire Board of Directors may be removed, with or without cause, provided
the  notice of the meeting states that one of the purposes of the meeting is the
removal  of  the director. A director may be removed only if the number of votes
cast  to  remove  him  exceeds  the  number  of  votes  cast  against  removal.

ARTICLE  II  OF  THE  BY  LAWS  OF  ACTO  DIGITAL  VIDEO  U.S.A  INC.
---------------------------------------------------------------------

Section  1.  Annual  Meeting     The  annual  meeting of the shareholders of the
----------------------------
corporation  for  the  elections  of officers and for such other business as may
properly  come  before  the  meeting  shall  be  held  at such time and place as
designated  by  the  Board  of  Directors.

Section  2.  Special  Meeting     Special  meetings of the shareholders shall be
-----------------------------
held when directed by the President of when requested in writing by shareholders
holding at least 10% of the Corporation's stock having the right and entitled to
vote at such meeting. A meeting requested by shareholders shall be called by the
President for a date not less than 10 nor more than 60 days after the request is
made.  Only  business within the purposes described in the meeting notice may be
conducted  at  a  special  shareholders'  meeting.

Section  3. Place     Meetings of the shareholders will be held at the principal
-----------------
place of business of the Corporation or at such other place as designated by the
Board  of  Directors.

Section 4. Notice     A written notice of each meeting of the shareholders shall
-----------------
be  mailed  to  each  shareholder  having  the right and entitled to vote at the
meeting  at  the  address  as  it appears on the records of the Corporation. The
meeting notice shall be mailed not less than 10 nor more than 60 days before the
date  set for the meeting. The record date for determining shareholders entitled
to  vote  at  the  meeting  will  be the close of business on the day before the
notice  is  sent. The notice shall state the time and place the meeting is to be
held. A notice of a special meeting shall be sufficient for that meeting and any
adjournment  of  it.  If  a shareholder transfers any shares after the notice is
sent,  it  shall not be necessary to notify the transferee. All shareholders may
waive  notice  of  a  meeting  at  any  time.

Section  5.  Shareholder  Quorum     A  majority of the shares entitled to vote,
--------------------------------
represented  in  person  or  by  proxy shall constitute a quorum at a meeting of
shareholders.  Any  number  of  shareholders,  even  if  less than a quorum, may
adjourn  the  meeting  without  further  notice  until  a  quorum  is  obtained.

Section  6.  Shareholder Voting     If a quorum is present, the affirmative vote
-------------------------------
of  a  majority of the shares represented at the meeting and entitled to vote on
the  subject matter shall be the act of the shareholders. Each outstanding share
<PAGE>



shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.  An  alphabetical  list  of  all  shareholders who are entitled to
notice  of  a shareholders' meeting along with their addresses and the number of
shares  held  by  each  shall  be  produced  at a shareholders' meeting upon the
request  of  any  shareholder.

Section  7.  Proxies     A  shareholder  entitled  to  vote  at  any  meeting of
--------------------
shareholders  or any adjournment thereof may vote in person or by proxy executed
in  writing  and  signed  by  the  shareholder  or  his  attorney-in-fact.  The
appointment  of  proxy  will  be  effective  when  received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall be valid more than
11  months  after  the  date  of its execution unless a longer term is expressly
stated  in  the  proxy.

Section  8.  Validation     If  shareholders  who  hold a majority of the voting
-----------------------
stock  entitled  to  vote  at  a  meeting are present at the meeting, and sign a
written  consent  to the meeting on the record, the acts of the meeting shall be
valid,  even  if  the  meeting  was  not  legally  called  and  noticed.

Section  9.  Conduct  of  Business  by  Written  Consent     Any  action  of the
--------------------------------------------------------
shareholders  may  be taken without a meeting if written consents, setting forth
the  action  taken, are signed by at least a majority of shares entitled to vote
and  are  delivered to the officer or agent of the Corporation having custody of
the  Corporation's  records  within  60  days  after  the date that the earliest
written  consent  was delivered. Within 10 days after obtaining an authorization
of an action by written consent, notice shall be given to those shareholders who
have not consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized action. If
the  action  creates  dissenters'  rights,  the  notice  shall  contain  a clear
statement  of  the right of dissenting shareholders to be paid the fair value of
their  shares  upon  compliance with and as provided for the state law governing
corporations.

ARTICLE  IV  OF  THE  BY  LAWS  OF  ACTO  DIGITAL  VIDEO  U.S.A  INC.
---------------------------------------------------------------------

Section  2.  Shareholders'  Inspection  Rights     A  shareholder is entitled to
----------------------------------------------
inspect  and  copy,  during  regular  business  hours  at  a reasonable location
specified  by  the  Corporation,  any  books and records of the Corporation. The
shareholder  must  give  the  Corporation written notice of this demand at least
five  business  days  before the date on which he wishes to inspect and copy the
record(s).  The  demand must be made in good faith and for a proper purpose. The
shareholder  must  describe  with  reasonable  particularity the purpose and the
records  he  desires to inspect, and the records must be directly connected with
this  purpose.  This  Section  does  not  affect the right of the shareholder to
inspect  and  copy  the  shareholders'  list  described  in  this Article if the
shareholder  is  in  litigation  with  the  Corporation.  In  such  a  case, the
shareholder  shall  have  the  same  rights  as any other litigant to compel the
production  of  corporate  records  for  examination.

The Corporation may deny any demand for inspection if the demand was made for an
improper  purpose,  or  if  the  demanding  shareholder has within the two years
preceding  his  demand, sold or offered for sale any list of shareholders of the
<PAGE>



Corporation  or  of  any  other  corporation, had aided or abetted any person in
procuring  any list of shareholders for that purpose, or has improperly used any
information  secured  through  any  prior  examination  of  the  records of this
Corporation  or  any  other  corporation.

Section  3.  Financial  Statements  for  Shareholders     Unless  modified  by
-----------------------------------------------------
resolution  of  the  shareholders within 120 days after the close of each fiscal
year,  the  Corporation  shall  furnish  its  shareholders with annual financial
statements  which  may be consolidated or combined statements of the Corporation
and  one  or  more  of  its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement  of cash flows for that year. If financial statements are prepared for
the  Corporation  on  the basis of generally accepted accounting principles, the
annual  financial  statements  must  also  be  prepared  on  that  basis.

If the annual financial statements are reported upon by a public accountant, his
report  must  accompany  them.  If  not, the statements must be accompanied by a
statement  of  the  President  or  the  person responsible for the Corporation's
accounting  records  stating  his  reasonable belief whether the statements were
prepared  on  the basis of generally accepted accounting principles and, if not,
describing  the  basis  of  preparation and describing and respects in which the
statements  were  not  prepared  on  a  basis  of accounting consistent with the
statements  prepared  for  the  preceding  year.  The Corporation shall mail the
annual  financial statements to each shareholder within 120 days after the close
of  each  fiscal year or within such additional time thereafter as is reasonably
necessary  to  enable  the  Corporation  to  prepare  its  financial statements.
Thereafter,  on  written  request  from  a  shareholder  who  was not mailed the
statements,  the  Corporation  shall  mail  him  the  latest  annual  financial
statements.

Section  4.  Other Reports to Shareholders     If the Corporation indemnifies or
------------------------------------------
advances  expenses to any director, officer, employee or agent otherwise than by
court order or action by the shareholders or by an insurance carrier pursuant to
insurance  maintained  by  the  Corporation,  the  Corporation  shall report the
indemnification  or  advance  in  writing to the shareholders with or before the
notice  of the next annual shareholders' meeting, or prior to the meeting if the
indemnification  or  advance  occurs after the giving of the notice but prior to
the  time  the  annual  meeting  is  held. This report shall include a statement
specifying  the persons paid, the amounts paid, and the nature and status at the
time  of  such  payment  of  the  litigation  or  threatened  litigation.

If  the  Corporation issues or authorizes the issuance of shares for promises to
render  services  in  the future, the Corporation shall report in writing to the
shareholders  the  number  of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of the next shareholders'
meeting.

ARTICLE  VI  OF  THE  BY  LAWS  OF  ACTO  DIGITAL  VIDEO  U.S.A  INC.
---------------------------------------------------------------------

Section  1. Issuance.  The Board of Directors may authorize the issuance of some
---------------------
or  all  of  the  shares  of  any  or  all  of  its  classes  or  series without
certificates.  Each  certificate issued shall be signed by the President and the
<PAGE>



Secretary  (or  the  Treasurer).  The rights and obligations of shareholders are
identical  whether  or  not  their  shares  are  represented  by  certificates.

Section  2.  Registered  Shareholders.  No  certificate  shall be issued for any
--------------------------------------
share  until the share is fully paid. The Corporation shall be entitled to treat
the  holder  of  record of shares as the holder in fact and, except as otherwise
provided by law, shall not be bound to recognize any equitable or other claim to
or  interest  in  the  shares.

Section  3.  Transfer of Shares.  Shares of the Corporation shall be transferred
--------------------------------
on  its  books  only  after  the  surrender  to  the  Corporation  of  the share
certificates  duly  endorsed by the holder of record or attorney-in-fact. If the
surrendered  certificates are cancelled, new certificates shall be issued to the
person  entitled  to  them,  and  the  transaction  recorded on the books of the
Corporation.

Section  4.  Lost, Stolen or Destroyed Certificates.  If a shareholder claims to
----------------------------------------------------
have  lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall be issued upon the delivery to the Corporation of an affidavit
of  that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of  a  bond  or  other  indemnity  as  the  Board  reasonably  requires.



<PAGE>