AMENDED & RESTATED

                                     BYLAWS

                                       OF

                                 ROOMLINX , INC.

                      (Adopted: As Of_____________________)


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                               AMENDED & RESTATED

                                     BYLAWS

                                       of

                                 ROOMLINX, INC.

                    a Nevada corporation (the "Corporation")

                               ARTICLE I - OFFICES

      Section 1.1. Location. The address of the registered office of the
Corporation in the State of Nevada and the name of the registered agent at such
address shall be as specified in the Articles of Incorporation or, if
subsequently changed, as specified in the most recent certificate of change
filed pursuant to law. The Corporation may also have other offices at such
places within or without the State of Nevada as the Board of Directors may from
time to time designate or the business of the Corporation may require.

      Section 1.2. Change of Location. In the manner permitted by law, the Board
of Directors or the registered agent may change the address of the Corporation's
registered office in the State of Nevada and the Board of Directors may make,
revoke or change the designation of the registered agent.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

      Section 2.1. Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at the registered
office of the Corporation, or at such other place within or without the State of
Nevada as the Board of Directors may fix, or may be held by telephone conference
or other similar means, or by written consent.

      Section 2.2. Special Meetings. Special meetings of stockholders, unless
otherwise prescribed by law, may be called at any time by the Chairman of the
Board, the President, the Secretary or by order of the Board of Directors or by
the holder or holders of five (5%) percent of the outstanding shares of the
capital stock of the Corporation. Special meetings of stockholders shall be held
at such place within or without the State of Nevada as shall be designated in
the notice of meeting, or may be held by telephone conference or other similar
means, or by written consent.

      Section 2.3. Quorum. At any meeting of stockholders, except as otherwise
expressly required by law or by the Articles of Incorporation, the holders of
record of at least a majority of the outstanding shares of capital stock
entitled to vote or act at such meetings shall be present or represented by
proxy in order to constitute a quorum for the transaction of any business, but
less than a quorum shall have power to adjourn any meeting until a quorum shall
be present.

      Section 2.4. Voting. At any meeting of stockholders at which a quorum
shall be present, each matter shall be decided by majority vote of the shares
voting on such matter, except as otherwise expressly required by law or by the
Articles of Incorporation and except as otherwise expressly provided in these
By-Laws.


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      Section 2.5. Action by Consent of Stockholders. Whenever any action by the
stockholders at a meeting thereof is required or permitted by law, the Articles
of Incorporation or these By-Laws, such action may be taken without a meeting,
without prior notice and without a vote if a consent in writing, setting forth
the action so taken, shall be signed by the holders of the outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of such action
without a meeting and by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.

                        ARTICLE III - BOARD OF DIRECTORS

      Section 3.1. General Powers. The property, business and affairs of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all such powers of the Corporation and have such authority and do
all such lawful acts and things as are permitted by law, the Articles of
Incorporation or these By-Laws.

      Section 3.2. Number of Directors. The Board of Directors of the
Corporation shall consist of one or more members; the exact number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution adopted by a majority of the whole Board of Directors.

      Section 3.3. Qualification. Directors need not be stockholders of the
Corporation.

      Section 3.4. Election. Except as otherwise provided by law, the Articles
of Incorporation or these By Laws, after the first meeting of the Corporation at
which directors are elected, directors of the Corporation shall be elected in
each year at the annual meeting of stockholders or at a special meeting in lieu
of the annual meeting called for such purpose, by a plurality of votes cast at
such meeting. The voting on directors at any such meeting need not be by written
ballot unless otherwise so requested by any stockholder.


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      Section 3.5. Term. Each director shall hold office until his successor is
duly elected and qualified, except in the event of the earlier termination of
his term of office by reason of death, resignation, removal or other reason.

      Section 3.6. Resignation and Removal. Any director may resign at any time
upon written notice to the Board of Directors, the President or the Secretary.
Any director may be removed at any time for cause.

      Section 3.7. Vacancies. Vacancies occurring by reason of death,
resignation, removal or otherwise shall be filled by the majority of the
remaining directors. Each director chosen to fill a vacancy on the Board of
Directors shall hold office until the next annual election of directors and
until his successor shall be elected and qualified.

      Section 3.8. Quorum and Voting. Unless the Articles of Incorporation
provides otherwise, at all meetings of the Board of Directors a majority of the
total number of directors shall be present to constitute a quorum for the
transaction of business. A director interested in a contract or transaction may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors which authorizes the contract or transaction. In the absence of a
quorum, a majority of the directors present may adjourn the meeting until a
quorum shall be present.

      Members of the Board of Directors or any committee designated by the Board
of Directors may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in such a meeting shall constitute presence in person at such
meeting.

      Except as provided in these ByLaws, the vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

      Section 3.9. Regulations. The Board of Directors may hold its meetings and
cause the books and records of the Corporation to be kept at such place or
places within or without the State of Nevada as the Board of Directors may from
time to time determine. A member of the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, by
an independent Certified Public Accountant or by an appraiser selected with
reasonable care by the Board of Directors or any committee of the Board of
Directors or in relying in good faith upon other records of the Corporation.

      Section 3.10. Annual Meeting of Board of Directors. An annual meeting of
the Board of Directors shall be called and held for the purpose of organization,
election of officers and transaction of any other business. If such meeting is
held promptly after and at the place specified for the annual meeting of
stockholders, no notice of the annual meeting of the Board of Directors need be
given. Otherwise such annual meeting shall be held at such time (not more than
thirty days after the annual meeting of stockholders) and place as may be
specified in a notice of the meeting.


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      Section 3.11. Regular Meetings. Regular meetings of the Board of Directors
shall be held at the time and place, within or without the State of Nevada, as
shall from time to time be determined by the Board of Directors. After there has
been such determination and notice thereof has been given to each member of the
Board of Directors, no further notice shall be required for any such regular
meeting. Except as otherwise provided by law, any business may be transacted at
any regular meeting.

      Section 3.12 Special Meetings. Special meetings of the Board of Directors
may, unless otherwise prescribed by law, be called from time to time by the
President, and shall be called by the President or the Secretary upon the
request of two directors. Except as provided below, notice of any special
meeting of the Board of Directors, stating the time, place and purpose of such
special meeting, shall be given to each director.

      Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any meeting
of the Board of Directors shall be deemed to be duly given to a director (i) if
mailed to such director, addressed to him at his address as it appears upon the
books of the Corporation or at the address last made known in writing to the
Corporation by such director as the address to which such notices are to be
sent, at least two days before the day on which such meeting is to be held, (ii)
if sent to him at such address by telecopier, telex or telegraph, not later than
the day before the day on which such meeting is to be held or (iii) if delivered
to him personally or orally, by telephone or otherwise, not later than the day
before the day on which such meeting is to be held. Each such notice shall state
the time and place of the meeting and the purposes thereof.

      Notice of any meeting of the Board of Directors need not be given to any
director if waived by him in writing (or by telecopier, telex or telegram and
confirmed in writing) whether before or after the holding of such meeting or if
such director is present at such meeting. Any meeting of the Board of Directors
shall be a duly constituted meeting without any notice thereof having been given
if all directors then in office shall be present thereat.

      Section 3.14. Committees of Directors. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation.

      Except as herein provided, vacancies in membership of any committee shall
be filled by the vote of a majority of the whole Board of Directors. The Board
of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Members of a committee shall hold office
for such period as may be fixed by a resolution adopted by a majority of the
whole Board of Directors, subject, however, to removal at any time by the vote
of a majority of the whole Board of Directors.


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      Section 3.15. Powers and Duties of Committees. Any committee, to the
extent provided in the resolution or resolutions creating such committee, shall
have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it. No such committee
shall have the power or authority with regard to amending the Articles of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution or amending the
By-Laws, or any other action which would require the approval of the directors.
The Board of Directors may, in the resolution creating a committee, grant to
such committee the power and authority to declare a dividend or authorize the
issuance of stock.

      Section 3.16. Compensation of Directors. The Board of Directors may from
time to time, in its discretion, fix the amounts which shall be payable to
directors and to members of any committee of the Board of Directors for
attendance at the meetings of the Board of Directors or of such committee and
for services rendered to the Corporation.

      Section 3.17. Action Without Meeting. 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 a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.

                              ARTICLE IV - OFFICERS

      Section 4.1. Principal Officers. The principal officers of the Corporation
shall be elected by the Board of Directors and shall include a President, a
Secretary and a Treasurer and may, at the discretion of the Board of Directors,
also include a Chairman of the Board, one or more Vice Presidents and a
Controller. Except as otherwise provided in the Articles of Incorporation or
these ByLaws, one person may hold the offices and perform the duties of any two
or more of said principal offices.

      Section 4.2. Election of Principal Officers; Term of Office. The principal
officers of the Corporation shall be elected annually by the Board of Directors
at each annual meeting of the Board of Directors. Failure to elect annually any
principal officer shall not dissolve the Corporation. If the Board of Directors
shall fail to fill any principal office at an annual meeting, if any vacancy in
any principal office shall occur or if any principal office shall be newly
created, such principal office may be filled at any regular or special meeting
of the Board of Directors. Each principal officer shall hold office until his
successor is duly elected and qualified, or until his earlier death, resignation
or removal.


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      Section 4.3. Subordinate Officers, Agents and Employees. In addition to
the principal officers, the Corporation may have one or more Assistant
Treasurers, Assistant Secretaries, Assistant Controllers and such other
subordinate officers, agents and employees as the Board of Directors may deem
advisable, each of whom shall hold office for such period and have such
authority and perform such duties as the Board of Directors, the President or
any officer designated by the Board of Directors may from time to time
determine. The Board of Directors at any time may appoint and remove, or may
delegate to any principal officer the power to appoint and to remove, any
subordinate officer, agent or employee of the Corporation.

      Section 4.4. Delegation of Duties of Officers. The Board of Directors may
delegate the duties and powers of any officer of the Corporation to any other
officer or to any director for a specified period of time for any reason that
the Board of Directors may deem sufficient.

      Section 4.5. Removal of Officers. Any officer of the Corporation may be
removed with or without cause by resolution adopted by a majority of the
directors then in office at any regular or special meeting of the Board of
Directors or by a written consent signed by all of the directors then in office.

      Section 4.6. Resignations. Any officer may resign at any time by giving
written notice of resignation to the Board of Directors, to the President or to
the Secretary. Any such resignation shall take effect upon receipt of such
notice or at any later time specified therein. Unless otherwise specified in the
notice, the acceptance of a resignation shall not be necessary to make the
resignation effective.

      Section 4.7. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of stockholders and of the Board of Directors at
which he is present. The Chairman of the Board shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors.

      Section 4.8. President. The President shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors at which they are present. The President shall be the chief
executive officer of the Corporation and shall have general supervision over the
business of the Corporation. The President shall have all powers and duties
usually incident to the office of the President except as specifically limited
by a resolution of the Board of Directors. The President shall have such other
powers and perform such other duties as may be assigned to him from time to time
by the Board of Directors.


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      Section 4.9. Vice President. In the absence or disability of the President
or if the office of President be vacant, the Vice Presidents in the order
determined by the Board of Directors, or if no such determination has been made
in the order of their seniority, shall perform the duties and exercise the
powers of the President, subject to the right of the Board of Directors at any
time to extend or confine such powers and duties or to assign them to others.
Any Vice President may have such additional designation in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the President shall direct. Each Vice President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

      Section 4.10. Secretary. The Secretary shall act as Secretary of all
meetings of stockholders and of the Board of Directors at which he is present,
shall record all the proceedings of all such meetings in a book to be kept for
that purpose, shall have supervision over the giving and service of notices of
the Corporation and shall have super-vision over the care and custody of the
records and seal of the Corporation. The Secretary shall be empowered to affix
the corporate seal to documents, the execution of which on behalf of the
Corporation under its seal is duly authorized, and when so affixed may attest
the same. The Secretary shall have all powers and duties usually incident to the
office of Secretary except as specifically limited by a resolution of the Board
of Directors. The Secretary shall have such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors or
the President.

      Section 4.11. Treasurer. The Treasurer shall have general supervision over
the care and custody of the funds and over the receipts and disbursements of the
Corporation and shall cause the funds of the Corporation to be deposited in the
name of the Corporation in such banks or other depositaries as the Board of
Directors may designate. The Treasurer shall have supervision over the care and
safekeeping of the securities of the Corporation. The Treasurer shall have all
powers and duties usually incident to the office of Treasurer except as
specifically limited by a resolution of the Board of Directors. The Treasurer
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

      Section 4.12. Controller. The Controller shall be the chief accounting
officer of the Corporation and shall have supervision over the maintenance and
custody of the accounting operations of the Corporation, including the keeping
of accurate accounts of all receipts and disbursements and all other financial
transactions. The Controller shall have all powers and duties usually incident
to the office of Controller except as specifically limited by a resolution of
the Board of Directors. The Controller shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the President.

      Section 4.13. Bond. The Board of Directors shall have power, to the extent
permitted by law, to require any officer, agent or employee of the Corporation
to give bond for the faithful discharge of his duties in such form and with such
surety or sureties as the Board of Directors may determine.


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                            ARTICLE V - CAPITAL STOCK

      Section 5.1. Issuance of Certificates for Stock. Each stockholder of the
Corporation shall be entitled to a certificate or certificates in such form as
shall be approved by the Board of Directors certifying the number of shares of
capital stock of the Corporation owned by such stockholder.

      Section 5.2. Signatures on Stock Certificates. Certificates for shares of
capital stock of the Corporation shall be signed by, or in the name of the
Corporation by, the Chairman of the Board, the President or a Vice President and
by the Secretary, the Treasurer, an Assistant Secretary or an Assistant
Treasurer. Any of or all the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such signer were such officer, transfer agent or registrar at the date of issue.

      Section 5.3. Stock Ledger. A record of all certificates for capital stock
issued by the Corporation shall be kept by the Secretary or any other officer or
employee of the Corporation designated by the Secretary or by any transfer clerk
or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall
show the name and address of the person, firm or corporation in which
certificates for capital stock are registered, the number of shares represented
by each such certificate, the date of each such certificate and in case of
certificates which have been cancelled the dates of cancellation thereof.

      The Corporation shall be entitled to treat the holder of record of shares
of capital stock as shown on the stock ledger as the owner thereof and as the
person entitled to receive dividends thereon, to vote such shares and to receive
notice of meetings and for all other purposes. The Corporation shall not be
bound to recognize any equitable or other claim to or interest in any share of
capital stock on the Part of any other person whether or not the Corporation
shall have express or other notice thereof.

      Section 5.4. Regulations Relating to Transfer. The Board of Directors may
make such rules and regulations as it may deem expedient, not inconsistent with
law, the Articles of Incorporation or these By-Laws, concerning issuance,
transfer and registration of certificates for shares of capital stock of the
Corporation. The Board of Directors may appoint, or authorize any principal
officer to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars and may require all certificates for capital stock to
bear the signature or signatures of any of them.

      Transfers of capital stock shall be made in compliance with the
Stockholders' Agreement.

      Section 5.5. Transfers. Transfers of capital stock shall be made on the
books of the Corporation only upon delivery to the Corporation or its transfer
agent of (i) a written direction of the registered holder named in the
certificate or such holder's attorney lawfully constituted in writing, (ii) the
certificate for the shares of capital stock being transferred and (iii) a
written assignment of the shares of capital stock evidenced thereby.


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      Section 5.6. Cancellation. Each certificate for capital stock surrendered
to the Corporation for exchange or transfer shall be cancelled and no new
certificate or certificates shall be issued in exchange for any existing
certificate (other than pursuant to Section 5.7) until such existing certificate
shall have been cancelled.

      Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates. In the
event that any certificate for shares of capital stock of the Corporation shall
be mutilated the Corporation shall issue a new certificate in place of such
mutilated certificate. In case any such certificate shall be lost, stolen or
destroyed the Corporation may, in the discretion of the Board of Directors or a
committee designated thereby with power so to act, issue a new certificate for
capital stock in the place of any such lost, stolen or destroyed certificate.
The applicant for any substituted certificate or certificates shall surrender
any mutilated certificate or, in the case of any lost, stolen or destroyed
certificate, furnish satisfactory proof of such loss, theft or destruction of
such certificate and of the ownership thereof. The Board of Directors or such
committee may, in its discretion, require the owner of a lost or destroyed
certificate or his representatives to furnish to the Corporation a bond with an
acceptable surety or sureties and in such sum as will be sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
lost, stolen or destroyed certificate or the issuance of such new certificate. A
new certificate may be issued without requiring a bond when, in the judgment of
the Board of Directors, it is proper to do so.

      Section 5.8. Fixing of Record Dates. (a) The Board of Directors may fix in
advance a record date, which shall not be more than sixty nor less than ten days
before the date of any meeting of stockholders nor more than sixty days prior to
any other action, for the purpose of determining stockholders entitled to notice
of or to vote at such meeting of stockholders or any adjournment thereof, to
express consent or dissent to corporate action in writing without a meeting or
to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action.

      (b) If no record date is fixed by the Board of Directors:

      (i) The record date for determining stockholders entitled to notice of or
      to vote at a meeting of stockholders shall be at the close of business on
      the day next preceding the day on which notice is given, or if notice is
      waived at the close of business on the day next preceding the day on which
      the meeting is held;

      (ii) The record date for determining stockholders entitled to express
      consent to corporate action in writing without a meeting when no prior
      action by the Board of Directors is necessary shall be the day on which
      the first consent is expressed; and


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      (iii) The record date for determining stockholders for any other purpose
      shall be at the close of business on the day on which the Board of
      Directors adopts the resolution relating thereto.

      (c) A determination of stockholders of record entitled to notice of or to
      vote at a meeting of stockholders shall apply to any adjournment of the
      meeting; provided that the Board of Directors may fix a new record date
      for the adjourned meeting.

                          ARTICLE VI - INDEMNIFICATION

      Section 6.1. General. The Corporation shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such person. The Corporation shall be required to
indemnify a person in connection with a proceeding (or part thereof) initiated
by such person only if the proceeding (or part thereof) was authorized by the
Board of Directors of the corporation.

      Section 6.2. Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred in defending any proceeding in
advance of its final disposition, provided, however, that the payment of
expenses incurred by an indemnitee hereunder in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by such
indemnitee to repay all amounts advanced if it should be ultimately determined
that such indemnitee is not entitled to be indemnified under this Article or
otherwise.

      Section 6.3 Claims. If a claim for indemnification or payment of expenses
under this Article is not paid in full within sixty days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim, and, if success to be paid the expenses
of prosecuting such action. In any such action the Corporation shall have the
burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.

      Section 6.4 Non-Exclusivity of Rights. The rights conferred on any person
by this Article VI shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the Articles of
Incorporation, these by-laws, agreement, vote of stockholders or disinterested
directors or otherwise.


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      Section 6.5 Other Indemnification. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise.

      Section 6.6 Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

      Section 6.7. Indemnification Insurance. The Corporation shall have the
power to 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 the Corporation as a director, officer, employee or agent 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 applicable
law.

                     ARTICLE VII - MISCELLANEOUS PROVISIONS

      Section 7.1. Corporate Seal. The seal of the Corporation shall be circular
in form with the name of the Corporation in the circumference and the words and
figures "Corporate Seal - Nevada" in the center. The seal may be used by causing
it to be affixed or impressed, or a facsimile thereof may be reproduced or
otherwise used in such manner as the Board of Directors may determine.

      Section 7.2. Fiscal Year. The fiscal year of the Corporation shall be from
the 1st day of January to the 31st day of December, inclusive, in each year, or
such other twelve consecutive months as the Board of Directors may designate.

      Section 7.3. Waiver of Notice. Whenever any notice is required to be given
under any provision of law, the Articles of Incorporation or these By Laws, a
written waiver thereof, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.

      Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose
of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.


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      Section 7.4. Execution of Instruments, Contracts, etc. (a) All checks,
drafts, bills of exchange, notes or other obligations or orders for the payment
of money shall be signed in the name of the Corporation by such officer or
officers or person or persons as the Board of Directors may from time to time
designate.

      (b) Except as otherwise provided by law or these ByLaws, the Board of
Directors, any committee given specific authority in the premises by the Board
of Directors or any committee given authority to exercise generally the powers
of the Board of Directors during the intervals between meetings of the Board of
Directors may authorize any officer, employee or agent, in the name of and on
behalf of the Corporation, to enter into or execute and deliver deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.

      (c) All applications, written instruments and papers required by or filed
with any department of the United States Government or any state, county,
municipal or other governmental official or authority may if permitted by
applicable law be executed in the name of the Corporation by any principal
officer or subordinate officer of the Corporation or, to the extent designated
for such purpose from time to time by the Board of Directors, by an employee or
agent of the Corporation. Such designation may contain the power to substitute,
in the discretion of the person named, one or more other persons.

                            ARTICLE VIII - AMENDMENTS

      Section 8.1. Amendments. These ByLaws may be amended, added to, altered or
repealed, or new ByLaws may be adopted, by the Board of Directors or by the
holders of a majority of the outstanding shares of stock entitled to vote at any
meeting of stockholders.


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