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                                                                   Exhibit 3.111



                                     BY-LAWS
                                       OF
                  AUTOMOTIVE SATELLITE TELEVISION NETWORK, INC.

                                    ARTICLE I

                                     OFFICES

          Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

          Section 2. Other Offices. The Corporation also may 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.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual Meetings. The annual meetings of stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which
meetings the stock holders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date, and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.

          Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, special meetings of stockholders, for any
purpose or purposes, may be called by either (a) the Chairman of the Board, if
there be one, or (b) the President, and shall be called by any such officer or
the Secretary at the request in writing of a majority
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of the Board of Directors. Such request shall state the purpose or purposes of
the proposed meeting. Written notice of a special meeting stating the place,
date, and hour of the meeting and the purpose or purposes for which the meeting
is called shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting.

          Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital 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. 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 that might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting.

          Section 5. Voting. Unless otherwise required by law, the Certificate
of Incorporation, or these By-Laws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat. Each holder of Common Stock
represented at a meeting of stockholders shall be entitled to cast one vote for
each share of the Common Stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot.

          Section 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stock holders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

                                   ARTICLE III

                                    DIRECTORS


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          Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than one member, the exact number of which shall
initially be fixed by the Incorporator and thereafter from time to time by the
Board of Directors. Except as provided in Section 2 of this Article, directors
shall be elected by a plurality of the votes cast at annual meetings of
stockholders, and each director so elected shall hold office until the next
annual meeting and until his successor is duly elected and qualified, or until
his earlier resignation or removal. Any director may resign at any time upon
written notice to the Corporation. Directors need not be stockholders.

          Section 2. Vacancies. 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, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier resignation or removal.

          Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the 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 bylaws
directed or required to be exercised or done by the stockholders.

          Section 4. Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there be one, the President, or any director. Notice thereof
stating the place, date, and hour of the meeting shall be given to each director
either by mail or by telephone or telegram on twenty-four hours notice, or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.

          Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation, or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of 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. 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.


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          Section 6. Actions of Board. Unless otherwise provided 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 all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

          Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, 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 a meeting pursuant to this Section 7 shall
constitute presence in person at such meeting.

          Section 8. Compensation. 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 or a stated
annual fee as director. 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.

          Section 9. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if (a) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (b) the material facts as
to his or their relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or


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ratified, by the Board of Directors, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

          Section 10. Executive Committee. (a) The Board of Directors may, by
resolution or resolutions passed by a majority of the whole board, designate
from the directors an Executive Committee, which shall consist of two or more
members. The number of members shall be determined from time to time by
resolution passed by a majority of the whole Board of Directors. The Board of
Directors shall designate for such committee a chairman, who shall continue as
such during the pleasure of the Board of Directors. Members of the Executive
Committee shall be appointed by the Board of Directors upon establishment of the
Executive Committee and thereafter at its first meeting after each annual
meeting of stockholders and, unless sooner discharged by resolution passed by a
majority of the whole Board of Directors, shall hold office until their
respective successors are appointed and qualified or until their earlier
respective deaths or resignations. Upon establishment of the Executive 
Committee, any vacancy in the Executive Committee may be filled by resolution
passed by a majority of the whole Board of Directors.

          (b) Regular meetings of the Executive Committee may be held without
notice at such time and place as shall be determined from time to time by the
Committee and communicated to all of the members thereof.

          (c) Special meetings of the Executive Committee may be called by the
chairman of the Executive Committee or any two members thereof at any time on
twenty-four hours' notice to each member, either personally or by mail or
telegram.

          (d) Unless otherwise restricted by statute, the Certificate of
Incorporation, or these By-Laws, any action required or permitted to be taken at
any meeting of the Executive Committee may be taken without a meeting if a
written consent thereto is signed by all members and such written consent is
filed with the minutes of the proceedings of the Committee.

          (e) Unless otherwise restricted by statute, the Certificate of
Incorporation, or these By-Laws, members of the Executive Committee may
participate in a meeting of such Committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to
this Section shall constitute presence in person at such meeting.

          (f) A majority of the total number of members of the


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Executive Committee then serving shall constitute a quorum for the transaction
of business, and the act of a majority of the total number of members of the
Executive Committee then serving shall be the act of the Executive Committee.
The members of the Executive Committee shall act only as a committee, and the
individual members shall have no power as such.

          (g) The Executive Committee shall keep regular minutes of its
meetings. The Secretary of the Corporation, or in his absence, an assistant
secretary, shall act as secretary of the Executive Committee or the Committee
may, in its discretion, appoint its own secretary. The Executive Committee shall
report its acts and proceedings to the Board of Directors.

          (h) The Executive Committee shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, including the same authority to have complete and
unrestricted access to the Corporation's books, records, internal memoranda,
accounts, and all other documents relating to the Corporation or its personnel,
access to the offices and other premises owned or leased by the Corporation, and
access to the Corporation's officers and employees, and may authorize the seal
of the Corporation to be affixed to all papers that may require it; provided,
however, in no event shall the Executive Committee have any power or authority
in reference to (I) amending the Certificate of Incorporation; (ii) adopting an
agreement of merger or consolidation; (iii) recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets; (iv) recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution; (v) amending the By-Laws of the
Corporation; or (vi) unless specifically so authorized by resolution passed by a
majority of the whole Board of Directors, declaring a dividend authorizing the
issuance of stock or adopting a certificate of ownership and merger pursuant to
the Delaware General Corporation Law.

          Section 11. Other Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees other than the Executive Committee, each
committee to consist of one or more of the directors of the Corporation, which,
to the extent provided in such resolution or resolutions, 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, subject to the same limitations
set forth in Article III, Section 10 of these By-Laws. Such committee or
committees shall have such name or names and conduct its business in such areas
and under such rules and regulations as may be determined from time to time by
resolution passed by a majority of the whole


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Board of Directors. Each such committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                                   ARTICLE IV

                                    OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a President, a Secretary, and a
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the Board of Directors, one or more Vice-Presidents, a General Counsel,
Assistant Secretaries, Assistant Treasurers, and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation, or these By-Laws. The officers of the Corporation
need not be stockholders of the Corporation nor, except in the case of the
Chairman and Vice Chairman of the Board of Directors, need such officers be
directors of the Corporation.

          Section 2. Election. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Corporation, who shall hold their offices with such powers and perform such
duties as shall be determined from time to time by the Board of Directors; and
all officers of the Corporation shall hold office until their successors are
chosen and qualified, or until their earlier resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors. The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors.

          Section 3. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and of the
Board of Directors. He shall see that all orders and resolutions of the Board of
Directors are carried into effect. Except where by law the signature of the
President is required, the Chairman of the Board of Directors shall possess the
same power as the President to sign all contracts, certificates, and other
instruments of the Corporation that may be authorized by the Board of Directors.
During the absence or disability of the President, the Chairman of the Board of
Directors shall exercise all the powers and discharge all the duties of the
President. The Chairman of the Board of Directors also shall perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these Bylaws or by the Board of Directors.

            Section 4. President. The President shall, subject to 


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          the control of the Board of Directors and the Chairman or, if there be
one, Vice Chairman of the Board of Directors, be the Chief Executive Officer of
the Corporation and shall have general supervision of the business operations of
the Corporation. He may execute all bonds, mortgages, contracts, and other
instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman and Vice Chairman of
the Board of Directors, or if there be none, the President shall preside at all
meetings of the stockholders and the Board of Directors. The President shall
also perform such other duties and may exercise such other powers as from time
to time may be assigned to him by these By-Laws or by the Board of Directors.

          Section 5. Vice-Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act (and if there be no
Chairman of the Board of Directors), the Vice-President or the Vice-Presidents
if there is more than one (in the order and with such titles designated by the
Board of Directors), shall perform the duties of the President, and, when so
acting, shall have all the powers of and be so subject to all the restrictions
upon the President. Each Vice-president shall perform such other duties and
have such other powers as the Board of Directors from time to time may
prescribe. If there be no Chairman of the Board of Directors and no Vice-
president, the Board of Directors shall designate the officer of the Corporation
who, in the absence of the President or in the event of the inability or refusal
of the President to act, shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President.

          Section 6. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders kept for that purpose. The
Secretary also shall perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or Chairman of the Board, under whose supervision he shall be. If the Secretary
shall be unable or refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the Chairman of the
Board may choose another officer to cause such notice to be given. The Secretary
shall have custody of the seal of the Corporation and the Secretary or any
Assistant Secretary, if there be one, shall have authority to affix the same to
any instrument requiring it and when so 


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affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature. The Secretary shall see that all books,
reports, statements, certificates, and other documents and records required by
law to be kept or filed are properly kept or filed, as the case may be.

          Section 7. Treasurer. The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging 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. The Treasurer 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 Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, 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. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond 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 8. Assistant Secretaries. Except as may be otherwise provided
in these By-Laws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the Chairman of the Board of Directors, the President, any
Vice-President, or the Secretary, and in the absence of the Secretary or in the
event of his disability or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.

          Section 9. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board of
Directors, the President, any Vice-President, or the Treasurer, and in the
absence of the Treasurer or in the event of his disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of 


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Directors, an Assistant Treasurer shall give the Corporation a bond 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 10. General Counsel. A General Counsel for the Corporation may
be appointed annually by the Board of Directors, at a level or rate of
compensation to be set by the Board of Directors. The Board of Directors, in its
discretion, may appoint an individual lawyer or law firm as General Counsel of
the Corporation. If a law firm should be selected, then one member thereof shall
be designated as the particular lawyer in such firm whose personal services are
contemplated.

          Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

          Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (a) by the Chairman of the Board of Directors, the President, or a
Vice-President and (b) 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. Signatures. Where a certificate is countersigned by (a) a
transfer agent other than the Corporation or its employee or (b) a registrar
other than the Corporation or its employee, any other signature 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, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

          Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of 


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that fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, (a) require the owner of such lost, stolen, or destroyed certificate,
or his legal representative, to advertise the same in such manner as the Board
of Directors 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, stolen,
or destroyed or the issuance of such new certificate and (b) fulfill such other
conditions as may be reasonably necessary for the protection of the Corporation.

          Section 4. Transfers. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

          Section 5. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or 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 Board of 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. 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, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          Section 6. Beneficial Owners. 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 law.

                                   ARTICLE VI

                                     NOTICES


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          Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee, or stockholder, such notice may be given by mail, addressed to
such director, member of a committee, or stockholder, at his address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

          Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation, or these Bylaws to be given to any director,
member of a committee, or stockholder, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

          Section 1. Dividends. 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
and may be paid in cash, in property, or in shares of the capital stock. 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 Board of Directors
from time to time, in its absolute discretion, deems 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 any proper purpose, and
the Board of Directors may modify or abolish any such reserve.

          Section 2. Disbursements. All checks or demands 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.

          Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

          Section 4. Corporate Seal. 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.

          Section 5. Shares of Other Corporations. The Chairman 


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of the Board, or in his absence the President, or in the absence of both, any
Vice Chairman of the Board or Vice President, is authorized to vote, represent,
and exercise on behalf of the Corporation all rights incident to any and all
shares of any other corporation, bank, banking association, or other entity
standing in the name of the Corporation. The authority herein granted to said
officer to vote or represent on behalf of the Corporation any and all shares
held by the Corporation in any other corporation, bank, banking association, or
other entity may be exercised either by said officer in person or by any person
authorized so to do by proxy or power of attorney duly executed by said officer.
Notwithstanding the above, however, the Board, in its discretion, may designate
by resolution any additional person to vote or represent said shares of other
corporations, banks, banking associations, and other entities.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 1. These By-Laws may be altered, amended, or repealed, in
whole or in part, or new By-Laws may be adopted by the stockholders or by the
Board of Directors at a regular or special meeting thereof; provided, however,
that if such action shall be taken at a regular meeting, notice of such
alteration, amendment, repeal, or adoption of new By-Laws shall be contained in
the notice of such meeting of stockholders or Board of Directors, as the case
may be. All such amendments must be approved by either thee holders of a
majority of the outstanding capital stock entitled to vote thereon or by a
majority of the entire Board of Directors then in office.

          Section 2. Entire Board of Directors. As used in this Article VIII and
in these By-Laws generally, the term "entire Board of Directors" means the total
number of directors that the Corporation would have if there were no vacancies.

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