Exhibit 3.5

                                     BY-LAWS
                                       OF
                            AMEX SYSTEMS CORPORATION

                                   ARTICLE 1.
                                     OFFICES

     The Company  shall  maintain a  principal  office in the State of Nevada as
required by law. The Company may also have offices in such other places,  either
within or without the State of Nevada,  as the Board of Directors direct and the
business of the Company requires.

                                   ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

     Section 1. Place. Meetings of the stockholders of the Company shall be held
at such place, either within or without the State of Nevada, as may from time to
time be designated by the Board of Directors and/or the President, and as stated
in the notice of meeting.

     Section 2. Annual  Meeting.  Commencing in 1972,  an annual  meeting of the
stockholders  of the Company  shall be held in each year on the fourth Monday in
March of each and every  year (or if that be a legal  holiday,  then on the next
business day) between the hours of 9:00 A.M., and 4:00 P.M., for the election of
directors  and for the  transaction  of such other  business  as may be properly
brought before the meeting.

     Section 3. Special  Meetings.  Special  meetings of the stockholders may be
called on the order of the President or a majority of the Board of Directors.

     Section 4. Notice. Written notice of all meetings of the shareholders sha11
be mailed to or delivered  to each  stockholder  at least 10 days,  but not more
than 60 days,  before such  meeting and shall state the purpose or purposes  for
which the meeting is called.

     Section 5. Quorum.  The holders of a majority of the issued and outstanding
shares of the common  capital  stock of the Company  entitled  to vote  thereat,
present in person, or represented by proxy, duly filed with the Secretary of the
Company prior to the meeting,  shall  constitute a quorum for the transaction of
business  at all  meetings  of the  stockholders,  except  as may  otherwise  be
provided by law,  but if there be less than a quorum,  the holders of a majority
of the stock so present or  represented  may adjourn  the  meeting  from time to
time.

     Section 6. Voting.  At all meetings of the  stockholders,  every registered
owner of shares  entitled  to vote may vote in person or by proxy and shall have
one vote for each such share  standing in his name on the books of the  Company.
At all  elections  of  directors,  the voting  shall be by ballot.  The chairman
presiding  at any  meeting of  stockholders,  shall have power to appoint two or
more persons to act as inspectors or tellers to receive, canvass, and report the

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votes cast by the stockholders at such meeting;  but no candidate for the office
of director  shall be  appointed  as  inspector or teller at any meeting for the
election of directors.

     Section 7. Chairman of meeting.  The  President or, in his absence,  a Vice
President shall preside at all meetings of the stockholders; and, in the absence
of the  President  and Vice  President,  the Board of Directors  may appoint any
stockholder to act as chairman of the meeting.

     Section 8. Secretary of meeting.  The Secretary of the Company shall act as
secretary  of all  meetings  of the  stockholders;  and,  in  his  absence,  the
chairman,  or Board of Directors,  may appoint any person to act as secretary of
the meeting.

                                  ARTICLE III.
                               BOARD OF DIRECTORS

     Section 1. Management of company.  The property,  business,  and affairs of
the Company shall be managed and controlled by its Board of Directors.

     Section 2. Number, Tenure, and Qualification.  The Board of Directors shall
consist  of such  number as shall be  determined  by the  shareholders  at their
annual meeting prior to election, but in no event less than 3, nor more than 15.
A director  need not be a  shareholder  of the  Corporation,  or resident of the
State of Nevada.  Each director  shall hold office until the next annual meeting
of  shareholders,  and until his  successor  shall  have been duly  elected  and
qualified.

     Section 3. Regular  Meetings.  A regular  meeting of the Board of Directors
sha11 be held without other notice than this By-law,  immediately  after, and at
the same  place  as,  the  annual  meeting  of the  shareholders.  The  Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without the State of Nevada,  for the  holding of  additional  regular  meetings
without other notice than such  resolution.  The place of meeting for any annual
or regular  meeting  called by the Board of Directors may include one or more of
the directors  participating in the meeting by telecommunications and must be so
designated in the minutes.

     Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by the  President,  or at the  request of a  majority  of the Board of
Directors. The person or persons authorized to call special meetings may fix any
place,  either  within or without the State of Nevada,  as the place for holding
any  special  meeting  of the Board of  Directors  called by them.  The place of
meeting for any special meeting called by the Board of Directors may include one
or more of the directors  participating in the meeting by telecommunications and
must be so designated in the minutes.

     Section 5. Notice.  Notice of any special  meeting  shall be given at least
two days previously thereto by written notice delivered  personally or mailed to
each Director at his business address,  or by telegram.  If mailed,  such notice

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shall be deemed to be  delivered  when  deposited  in the United  States mail so
addressed,  with postage thereon prepaid.  If notice be given by telegram,  such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company.  Any Director may waive notice of any meeting. The Consent of
Waiver of Notice may be signed and transmitted by facsimile with hard copy to be
mailed or  delivered  as to be  recorded in the  minutes.  The  attendance  of a
Director  at a meeting  shall  constitute  a waiver  of notice of such  meeting,
except where a Director  attends a meeting for the express  purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice or waiver of such meeting.

     Section 6. Quorum. A majority of the number of Directors fixed by Section 2
of this Article III, shall  constitute a quorum for the  transaction of business
at any  meeting of the Board of  Directors,  but if less than such  majority  is
present at a meeting,  a majority  of the  Directors  present  may  adjourn  the
meeting from time to time without further notice.

     Section  7.  Manner of Acting.  The act 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 8.  Vacancies.  Any vacancy  occurring  in the Board of  Directors,
including  those  caused by an  increase in number of  directors,  as well as by
resignation or death, may be filled by the affirmative vote of a majority of the
remaining  Directors  though  less than a quorum of the  Board of  Directors.  A
Director  elected to fill a vacancy shall be elected for the  unexpired  term of
his predecessor in office.

     Section 9.  Compensation.  By  resolution  of the Board of  Directors,  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  salary as  Director.  No such
payment shall  preclude any Director from serving the  corporation  in any other
capacity and receiving compensation therefore.

     Section 10.  Presumption of Assent.  A Director of the  corporation  who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his dissent  shall be entered in the minutes of the meeting,  or unless he shall
file his dissent to such action with the person  acting as the  secretary of the
meeting  before  the  adjournment  thereof,  or shall  forward  such  dissent by
registered  mail to the  secretary  of the  corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a Director
who voted in favor of such action.

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     Section 11. Executive Committee. The Board of Directors, by resolution duly
adopted by a majority  vote of the whole Board then in office may  designate one
or more  of  their  number,  along  with  others,  to  constitute  an  Executive
Committee,  which  committee shall have and exercise all the powers of the Board
while it is not in session,  subject only to such  limitation as may be provided
by the resolution creating such committee.

     Section 12.  Other  Committees.  The Board of Directors  may by  resolution
appoint other committees in the manner  prescribed by law as the business of the
Company may require.

                                   ARTICLE IV.
                                    OFFICERS

     Section 1.  Number.  The  Officers of the  corporation  shall  consist of a
President, who shall be the chief executive officer of the Company, a Secretary,
Treasurer,  and Resident  Agent, as well as such  Vice-Presidents,  including an
Executive Vice-President,  and such assistant secretaries, assistant treasurers,
agents and factors, as the Board of Directors may appoint, each of whom shall be
elected by the Board of Directors. Any person may hold two or more offices.

     Section 2. Election and Term of Office.  The Officers of the corporation to
be elected by the Board of  Directors  shall be elected  annually at the regular
meeting  of  the  Board  of  Directors   held  after  each  annual   meeting  of
shareholders.  If the  election of officers  shall not be held at such  meeting,
such election shall be held as soon thereafter as convenient. Each Officer shall
hold  office  until his  successor  shall have been duly  elected and shall have
qualified,  or until  his  death or until he shall  resign  or shall  have  been
removed in the manner hereinafter provided.

     Section 3. Removal.  Any officer,  agent, or factor elected or appointed by
the Board of Directors may be removed by the Board of Directors  whenever in its
judgment the best interest of the corporation would be served thereby,  but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

     Section  4.   Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
Of Directors for the unexpired portion of the term.

     Section  5.  President.  The  President  shall be the  principal  executive
officer  of the  corporation,  and  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the corporation.  He shall, when present,  preside at all meetings of
the shareholders and of the Board of Directors.

     Section 6.  Vice-President(s).  The Vice-President or Vice-Presidents shall
assist the President,  and in his absence,  one of their number as designated by
the Board of Directors, shall preside at all meetings of the shareholders and of

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the  Board of  Directors.  A  Vice-President  when  authorized  by the  Board of
Directors  may sign,  with the  secretary,  or any other  proper  officer of the
corporation  thereunto  authorized  by the Board of Directors  certificates  for
shares of the corporation,  any deeds,  mortgages,  bonds,  contracts,  or other
instruments  which the Board of Directors has authorized to be executed,  except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors,  or by these by-laws,  to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or executed;
and in general,  shall perform all duties incident to his office, subject at all
times to the  direction  of the  President,  and  such  other  duties  as may be
prescribed by the Board of Directors from time to time.

     Section 7.  Secretary.  The  Secretary  shall:  (a) keep the minutes of the
Shareholders' and Board of Director's  meetings,  as well as minutes of meetings
of Committees,  in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these by-laws, or as
required by law; (c) be custodian  of the  corporate  records and of the seal of
the  corporation  and see that the seal of the  corporation  is  affixed  to all
documents the execution of which on behalf of the corporation  under its seal is
duly  authorized;  (d)Keep  a  register  of the  post  office  address  of  each
shareholder  which shall be furnished to the Secretary by each such shareholder;
(e) sign with the President, or an authorized  Vice-President,  certificates for
shares of the  corporation,  the issuance of which shall have been authorized by
resolution  of the  Board of  Directors;  (f) have  general  charge of the stock
transfer  books of the  corporation;  (g)  maintain at the  Company's  principal
office in Nevada a  certified  copy of the  Articles  of  Incorporation  and all
Amendments  thereto, a certified copy of the By-Laws and all Amendments thereto,
and a stock ledger or duplicate stock ledger,  revised annually,  containing the
names,  alphabetically  arranged,  of all  persons who are  stockholders  of the
Company,  showing their places of residence,  if known, and the number of shares
held by them  respectively,  or in lieu of such stock ledger or duplicate  stock
ledger,  a  statement  setting out the name of the  custodian  of such ledger or
duplicate,  and the present and complete post office address,  including  street
and  number,  if any,  where  same is kept;  (h) in general  perform  all duties
incident to the office of Secretary,  and such other duties as from time to time
may be assigned to him by the President or Board of Directors.

     Section 8. Treasurer. If required by the Board of Directors,  the Treasurer
shall give a bond for the faithful  discharge of his duties in such sum and with
surety or sureties as the Board of Directors shall determine. He shall: (a) have
charge and custody of and be  responsible  for all funds and  securities  of the
corporation;  receive  and give  receipts  for  moneys  due and  payable  to the
corporation from any source whatsoever,  and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Article V of these by-laws; and

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(b) in general perform all of the duties incident to the office of Treasurer and
such other  duties as from time to time may be assigned to him by the  President
or by the Board of Directors.

     Section 9. Assistant  Secretaries and Assistant  Treasurers.  The Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President,  or an  authorized  Vice-President,  certificates  for  shares of the
corporation  the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors  shall  determine.
The Assistant  Secretaries and Assistant Treasurers,  in general,  shall perform
such  duties as shall be  Assigned to them by the  Secretary  or the  Treasurer,
respectively, or by the President or the Board of Directors.

     Section 10. Salaries. The salaries of the Officers shall be fixed from time
to time by the  Board  of  Directors  and no  Officer  shall be  prevented  from
receiving  such  salary by reason of the fact that he is also a Director  of the
corporation.

                                   ARTICLE V.
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. Contracts.  The Board of Directors may authorize any Officer, or
Officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Company,  and such  authority may
be general or confined to specific instances.

     Section 2. Loans.  No loan shall be contracted on behalf of the Company and
no evidences of indebtedness  shall be issued in its name unless authorized by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.

     Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Company, shall be signed by such Officer or Officers, agent or agents of the
Company  and in such  manner  as  shall  from  time to  time  be  determined  by
resolution of the Board of Directors.

     Section 4. Deposits.  All funds of the Company not otherwise employed shall
be deposited from time to time to the credit of the Company in such banks, trust
companies, or other depositaries, as the Board of Directors may select.

                                   ARTICLE VI.
                                  CAPITAL STOCK

     Section 1. Stock certificates.  Certificates for stock of the Company shall
be in such form as the Board of Directors  may from time to time  prescribe  and
shall be signed by the President,  or an authorized  Vice-President,  and by the

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Secretary or an Assistant  Secretary.  If certificates  are signed by a Transfer
Agent, acting in behalf of the Company,  and a Registrar,  the signatures of the
officers of the Company may be facsimile.

     Section 2. Transfer Agent and Registrar.  The Board of Directors shall have
power to appoint one or more Transfer Agents and Registrars for the transfer and
registration of certificates of stock,  and may require that stock  certificates
shall be countersigned and registered by one or more of such Transfer Agents and
Registrars. The Company cannot act as its own Registrar.

     Section 3. Transfer of stock.  Shares of capital stock of the Company shall
be transferable on the books of the Company only by the holder of record thereof
in person, or by a duly authorized attorney,  upon surrender and cancellation of
certificates for a like number of shares.

     Section 4. Lost certificates.  In case any stock certificate of the Company
shall be lost,  stolen, or destroyed,  the Company may require such proof of the
fact  and  such  indemnity  to be  given  to it and to its  Transfer  Agent  and
Registrar, if any, as shall be deemed necessary or advisable by the Company.

     Section 5.  Holder of record.  The  Company  shall be entitled to treat the
holder of record of any share or shares of stock as the holder  thereof in fact,
and shall not be bound to recognize any equitable or other claim to, or interest
in,  such shares on the part of any other  person,  whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.

     Section 6.  Closing of books.  The Board of  Directors  shall have power to
close the stock transfer books of the Company for a period not exceeding 60 days
preceding the date of any meeting of stockholders or the date for payment of any
dividend,  or the date for the allotment of rights, or the date when any change,
or conversion or exchange of capital stock, shall go into effect; provided that,
in lieu of closing the stock transfer  books,  the Board of Directors may fix in
advance a date,  not  exceeding  60 days  preceding  the date of any  meeting of
stockholders,  or the  date for the  payment  of any  dividend,  or the date for
allotment of rights,  or the date when any change,  or conversion or exchange of
capital stock shall go into effect,  as a record date for the  determination  of
the  stockholders  entitled  to  notice of and to vote at any such  meeting,  or
entitled to receive  payment of any such  dividends,  or any such  allotment  of
rights, or to exercise the rights in respect to any such change,  conversion, or
exchange of capital stock,  and in such case only  stockholders of record on the
date so fixed shall be  entitled to such notice of and to vote at such  meeting,
or to receive payment of such dividend, or allotment of rights, or exercise such
rights, as the case may be, and notwithstanding any transfer of any stock on the
books of the Company after such record date fixed as herein provided.

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                                  ARTICLE VII.
                                   FISCAL YEAR

     The fiscal year of the corporation  shall begin on the first day of January
and end on the 31st day of December in each year.

                                  ARTICLE VIII.
                                    DIVIDENDS

     The Board of Directors may from time to time declare,  and the  corporation
may pay,  dividends on its outstanding shares of capital stock in the manner and
upon the terms and conditions provided by law.

                                   ARTICLE IX.
                                      SEAL

     The Board of  Directors  shall  provide a  corporate  seal  which  shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
and the state of incorporation and the words, "Corporate Seal".

                                   ARTICLE X.
                                   AMENDMENTS

     These by-laws may be altered,  amended or repealed,  and new by-laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

                                   ARTICLE XI.
                            WAIVER OF NOTICE-CONSENT

     Section  1.  Waiver.  Whenever  any notice is  required  to be given to any
Shareholder  or  Director  of the  corporation  under  thc  provisions  of these
by-laws,  or under the  provisions of the Laws of the State of Nevada,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.

     Section 2.  Consent of  Directors.  Any action  required or permitted to be
taken at any meeting of the Board of Directors or any  Committee  thereof  maybe
taken  without  a  meeting  if a written  consent  thereto  is signed by all the
members of the Board of Directors or of such  Committee.  Such consent  shall be
filed with the minutes of the proceeding.

     Section  3.  Consent  of  Stockholders.  Any  action,  except  election  of
directors, which may be taken by a vote of the stockholders at a meeting, may be
taken without a meeting if  authorized  by the written  consent of a majority of
the voting power,  or when  required by law the greater  proportion so required.
Such consent shall be filed with the minutes of the proceedings.

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                                  ARTICLE XII.
            IRREGULARLY CALLED MEETINGS - RATIFICATION AND APPROVAL.

     Whenever all persons entitled to vote at any meeting,  whether of directors
or stockholders, consent, either by:

     (a)  A writing on the records of the  meeting or filed with the  secretary;
          or
     (b)  Presence at such meeting and oral consent entered on the minutes; or
     (c)  Taking part in the deliberations at such meeting without objection;

the doings of such  meeting  shall be as valid as if had at a meeting  regularly
called and noticed.

     At such meeting any business may be  transacted  which is not excepted from
the written  consent or to the  consideration  of which no objection for want of
notice is made at the time.

     If any meeting be irregular for want of notice or of such consent, provided
a quorum was  present at such  meeting,  the  proceedings  of the meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein  waived by a writing  signed by all parties  having the right to vote at
such meeting.

     Such consent or approval of  stockholders  or creditors  may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

                                  ARTICLE XIII.
            INDEMNIFICATION OF OFFICERS, DIRECTORS AND KEY PERSONNEL.

     Section 1. The  corporation  may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative, except an action by or in the right of the corporation, by reason
of the fact that such person 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 expenses including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonable incurred
by such person in connection with the action,  suit or proceeding if such person
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement,  conviction  or  upon  a  plea  of  nolo  contendere  or its
equivalent,  does not, of itself,  create a presumption  that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best interest of the  corporation,  and that, with respect to any
criminal action or proceeding,  such person had reasonable cause to believe that
his conduct was unlawful.

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     Section 2. The  corporation  may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation  to procure a judgment  in
the  corporation's  favor by reason  of the fact  that  such  person 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 expenses including amount paid in settlement and attorneys fees actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of the  action or suit if such  person  acted in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interest of the corporation Indemnification may not be made for any claim, issue
or matter as to which such a person has been  adjudged  by a court of  competent
jurisdiction  determining,  after  exhaustion  of all appeals  therefrom,  to be
liable to the  corporation or for amount paid in settlement to the  corporation,
unless  and only to the  extent  that the court in which the  action or suit was
brought or other court of competent  jurisdiction  determines  upon  application
that in view of all the  circumstances  of the case,  such  person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

     Section 3. To the extent that a director,  officer,  employee or agent of a
corporation  had been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article XIII,
or in defense of any  claim,  issue or matter  therein,  the  corporation  shall
indemnify  him  against  expenses,   including   attorneys  fees,  actually  and
reasonably incurred by such person in connection with the defense.

     Section 4. The  procedure for  authorizing  the  indemnification  listed in
Sections  1,  2  and 3 of  this  Article  XIII,  and  the  limitations  on  such
indemnification and advancement of expenses,  shall be that set forth in Section
78.751 of the Nevada Revised Statutes, and shall be amended from time to time as
such statute is amended.

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