TCSI CORPORATION

                               AMENDMENT TO BYLAWS

         I, Christine M. Davis, do hereby certify as follows:

         That I am the duly  elected  and  acting  Assistant  Secretary  of TCSI
Corporation, a Nevada corporation (the "Corporation");

         That the following  amendment to the Bylaws of the Corporation was duly
adopted at a meeting of the Corporation's Board of Directors on May 30, 1997;

         Article III, Section 2 of the Bylaws was amended to read as follows:

                  "Section  2.  NUMBER  OF  QUALIFICATION   OF  DIRECTORS.   The
         authorized number of directors of the corporation shall be neither less
         than  three (3) nor more than  seven  (7).  Until  changed,  within the
         limits  specified  above,  by a resolution duly adopted by the Board of
         Directors or by the  shareholders,  the exact number of directors shall
         be seven (7), at least two (2) of which shall be independent directors.
         For purposes of this Section,  an  "independent  director" shall mean a
         person  other than an officer or  employee  of the  corporation  or its
         subsidiaries,  if any, or any other  individual  having a  relationship
         which,  in the opinion of the board of  directors  of the  corporation,
         would  interfere with the exercise of independent  judgment in carrying
         out the responsibilities of a director."

         IN WITNESS WHEREOF,  I have duly executed this Amendment to Bylaws this
30th day of May, 1997.

                                       /s/ Christine M. Davis
                                       -----------------------------------------
                                       Christine M. Davis

<PAGE>

                     TEKNEKRON COMMUNICATIONS SYSTEMS, INC.

                               AMENDMENT TO BYLAWS

     I, Janelle F. Bradshaw, do hereby certify as follows:

     That I am the duly elected and acting Secretary of Teknekron Communications
Systems, Inc., a Nevada corporation (the "Company");

     That the following  amendments to the Bylaws of the  corporation  were duly
adopted by Unanimous  Written Consent of the Board of Directors  thereof,  dated
May 17, 1991;

     Article III, Section 2 of the Bylaws was amended to read as follows:

          "Section 2. NUMBER AND  QUALIFICATION  OF  DIRECTORS.  The  authorized
     number of directors of the corporation shall be not less than three (3) nor
     more than seven (7). Until changed, within the limits specified above, by a
     resolution  duly adopted by the Board of Directors or by the  shareholders,
     the exact number of directors  shall be four (4), at least two (2) of which
     shall  be  independent   directors.   For  purposes  of  this  Section,  an
     "independent  director"  shall  mean a  person  other  than an  officer  or
     employee  of the  corporation  or its  subsidiaries,  if any,  or any other
     individual  having a  relationship  which,  in the  opinion of the board of
     directors  of  the  corporation,  would  interfere  with  the  exercise  of
     independent judgment in carrying out the responsibilities of a director."

     Article III,  Section 16 of the Bylaws was amended to include the following
new paragraph:

          "Notwithstanding the foregoing, the Board shall establish and maintain
     an Audit Committee, a majority of the members of which shall be independent
     directors  (as  defined  in Article  III,  Section 2 of these  Bylaws).  In
     addition to  reviewing  potential  conflict of interest  situations  where
     appropriate,  the  Audit  Committee  shall  exercise  such  powers  as  are
     delegated to it by the Board of Directors."

<PAGE>

     Article IV, Section 9 of the Bylaws was amended to read as follows:

          "Section 9. SENIOR AND EXECUTIVE  VICE  PRESIDENTS.  In the absence or
     disability of the Chief Executive Officer and the President,  the Executive
     Vice President or the Senior Vice President shall perform all 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.  The Executive Vice
     President  and the Senior Vice  President  shall have such other powers and
     perform such other duties as from time to time may be  prescribed  for them
     respectively by the Board."

     Article IV, Section 12 of the Bylaws was added to read as follows:

          "Section 12. HONORARY TITLES. The Board of Directors may, from time to
     time,  bestow the honorary title "Vice  President"  upon certain  employees
     nominated by the Chairman of the Board,  the President,  the Executive Vice
     President or the Senior Vice President.  Titles  bestowed  pursuant to this
     Section 12 shall not be deemed to  constitute  the  election  of an officer
     pursuant to Sections 1, 2, 3 or 9 of this Article IV.  Persons  holding the
     honorary title of Vice President  shall not be officers of the  corporation
     and shall not have the authority to perform any duties of an officer of the
     corporation  set forth in this  Article IV. The  honorary  Vice  Presidents
     shall have the duties  and  responsibilities  as the Board may from time to
     time determine."

     Article V of the Bylaws was amended by deleting all of Section 7.

<PAGE>

     Article VI, Section 2 of the Bylaws was amended to read as follows:

          "Section 2. INDEMNIFICATION OF CORPORATE AGENTS. The corporation shall
     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, by reason of the
     fact  that he 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,  to the fullest extent permitted
     by Nevada law and the Articles of  Incorporation.  The rights  conferred on
     any person  above shall not be exclusive or any other right such person may
     have or hereafter  acquire under any statute,  provision of the Articles of
     Incorporation,  bylaw,  agreement,  vote of shareholders  or  disinterested
     directors or otherwise."

     IN WITNESS  WHEREOF,  I have duly  executed  this  Amendment  to Bylaws and
affixed the seal of the corporation this 22 day of May, 1991.

                              /s/ Janelle F. Bradshaw
                              --------------------------------------------------
                              Janelle F. Bradshaw

                                        3
<PAGE>
                     TEKNEKRON COMMUNICATIONS SYSTEMS, lNC.

                               AMENDMENT TO BYLAWS

     I, Janelle F. Bradshaw, do hereby certify as follows:

     That I am the duly elected and acting Secretary of Teknekron Communications
Systems, Inc., a Nevada corporation;

     That the  following  amendment  to the Bylaws of the  corporation  was duly
adopted by Unanimous  Written Consent of the Board of Directors  thereof,  dated
July 3, 1989;

     Article  V of the  Bylaws  was  amended  to add a new  Section 7 to read as
follows:

          "Section 7. REPORTS TO SHAREHOLDERS.  The corporation hereby expressly
     waives,  to the maximum extent  permitted by law, the requirement set forth
     in Section 1501 of the California Corporations Code, to the extent the same
     may be  applicable  to the  corporation,  and  any and  all  other  similar
     requirements  under any other applicable state statutes,  to deliver annual
     reports to shareholders;  provided,  however,  that nothing herein shall be
     interpreted as prohibiting  the Board from issuing annual or other periodic
     reports to shareholders as the Board may determine from time to time."

     IN WITNESS  WHEREOF,  I have duly  executed  this  Amendment  to Bylaws and
affixed the seal of the corporation this 3rd day of July, 1989.


                              /s/ Janelle F. Bradshaw
                              --------------------------------------------------
                              Janelle F. Bradshaw

(SEAL)

<PAGE>
                                     BYLAWS



                                       OF



                     TEKNEKRON COMMUNICATIONS SYSTEMS, INC.

<PAGE>
                                      INDEX

                                                                 Page
ARTICLE I  Offices                                                 1

Section  1.  Principal Office in Nevada                            1
Section  2.  Principal Office in California                        1
Section  3.  Other Offices                                         1

ARTICLE II  Shareholders                                           1

Section 1.   Place of Meetings                                     1
Section 2.   Annual Meetings                                       1
Section 3.   Special Meetings                                      2
Section 4.   Notice of Shareholders' Meetings                      2
Section 5.   Manner of Giving Notice; Affidavit of Notice          2
Section 6.   Quorum                                                3
Section 7.   Voting                                                3
Section 8.   Record Date                                           5
Section 9.   Actions at Meetings Not Regularly Called:
             Ratification and Approval                             5
Section 10.  Shareholder Action by Written
             Consent Without A Meeting                             6
Section 11.  Proxies                                               6
Section 12.  Inspectors of Election                                6

ARTICLE III  Directors                                             7

Section 1.   Powers                                                7
Section 2.   Number and Qualification of Directors                 8
Section 3.   Election and Term of Office                           8
Section 4.   Removal                                               8
Section 5.   Vacancies                                             8
Section 6.   Place of Meeting                                      9
Section 7.   Regular Meetings                                      9
Section 8.   Special Meetings                                      10
Section 9.   Quorum                                                10
Section 10.  Participation in Meetings by
             Conference Telephone                                  10
Section 11.  Waiver of Notice                                      11
Section 12.  Adjournment                                           11
                                        i
<PAGE>

                                                                  Page
Section 13.  Fees and Compensation                                 11
Section 14.  Action At Meetings Not
             Regularly Called:
             Ratification and Approval                             11
Section 15.  Rights of Inspection                                  11
Section 16.  Committees                                            12

ARTICLE IV  Officers                                               12
Section 1.   Officers                                              12
Section 2.   Election                                              12
Section 3.   Subordinate Officers                                  12
Section 4.   Removal and Resignation                               13
Section 5.   Vacancies                                             13
Section 6.   Chairman of the Board                                 13
Section 7.   Chief Executive Officer                               13
Section 8.   President                                             13
Section 9.   Vice Presidents                                       14
Section 10.  Secretary                                             14
Section 11.  Chief Financial Officer                               15

ARTICLE V  Other Provisions                                        15
Section 1.   Inspection of Documents                               15
Section 2.   Endorsement of Documents;
             Contracts                                             15
Section 3.   Certificates of Stock                                 15
Section 4.   Representation of Shares of
             Other Corporations                                    16
Section 5.   Stock Purchase Plans                                  16
Section 6.   Construction and Definitions                          17

ARTICLE VI  Indemnification                                        17
Section 1.   Definitions                                           17
Section 2.   Indemnification of Corporate
             Agents                                                17
Section 3.   Advancement of Expenses                               17
Section 4.   Indemnification Contracts                             18
Section 5.   Insurance                                             18

ARTICLE VII  Emergency Provisions                                  18

Section 1.   General                                               18
Section 2.   Unavailable Directors                                 19
Section 3.   Authorized Number of  Directors                       19
Section 4.   Quorum                                                19
                                      -ii-

<PAGE>
                                                                 Page

Section 5.   Creation of Emergency Committee                       19
Section 6.   Constitution of Emergency
             Committee                                             19
Section 7.   Powers of Emergency Committee                         20
Section 8.   Directors Becoming Available                          20
Section 9.   Election of Board of  Directors                       20
Section 10.  Termination of Emergency
             Committee                                             20

ARTICLE VIII  Amendments                                           20

Section 1.   Amendment by Shareholders                             20
Section 2.   Amendment by Directors                                21

                                      -iii-

<PAGE>
                                     BYLAWS

                        Bylaws For The Regulation, Except
                       As Otherwise Provided By Statute Or
                        Its Articles of Incorporation Of

                     TEKNEKRON COMMUNICATIONS SYSTEMS, INC.
                              a Nevada corporation

                                    ARTICLE I
                                     OFFICES

     Section  1.  PRINCIPAL  OFFICE  IN  NEVADA.  The  principal  office  of the
corporation  within the State of Nevada shall be at the 894 Incline Way, Incline
Village, Nevada 89450.

     Section 2.  PRINCIPAL  OFFICE IN  CALIFORNIA.  The principal  office of the
corporation  within  the  State  of  California  shall be at 2121  Allston  Way,
Berkeley, California 94704.

     The Board of Directors  (herein  called the "Board") is hereby granted full
power and  authority  to change  said  principal  office  from one  location  to
another.  Any such change shall be noted on the Bylaws opposite this Section, or
this Section may be amended to state the new location.

     Section 3. OTHER OFFICES.  Branch or subordinate offices may at any time be
established by the Board at any place or places.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at the
principal office of the corporation, or at any other place within or without the
State of Nevada  which may be  designated  either by the Board or by the written
consent of all persons  entitled to vote  thereat,  given either before or after
the meeting and filed with the Secretary.

     Section 2. ANNUAL  MEETINGS.  The annual meetings of shareholders  shall be
held on such date and such time as may be fixed by the Board; provided, however,
that should said day fall upon a Saturday,  Sunday, or legal holiday observed by
the  corporation  at its  principal  office,  then any such  annual  meeting  of
shareholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. If the annual meeting shall not be held on
the date above  specified,  the Board of Directors shall cause a meeting in lieu
thereof to be held as soon thereafter as convenient, and, in any case, not later
than  sixty  (60)  days  after  the  date  designated  above,  and any  business
transacted or

<PAGE>

election  held at such meeting  shall be valid as if  transacted  or held at the
annual meeting. At such meetings directors shall be elected and any other proper
business may be transacted.

     Section 3. SPECIAL  MEETINGS.  Special  meetings of the shareholders may be
called at any time by the Board, the Chairman of the Board, the President, or by
the holder's of shares  entitled to cast not less than ten percent  (10%) of the
votes at such meeting. Upon request in writing to the Chairman of the Board, the
President,  any Vice  President or the  Secretary by any person  (other than the
Board) entitled to call a special meeting of shareholders, the officer forthwith
shall  cause  notice  to be given to the  shareholders  entitled  to vote that a
meeting will be held at a time  requested  by the person or persons  calling the
meeting,  not less than ten (10) nor more than sixty (60) days after the receipt
of the request. If the notice is not given within twenty (20) days after receipt
of the request, the persons entitled to call the meeting may give the notice.

     Section 4.  NOTICE OF  SHAREHOLDERS'  MEETINGS.  All notices of meetings of
shareholders  shall be given in accordance with Section 5 of this Article II not
less than ten (10) nor more than sixty (60) days before the date of the meeting.
The notice shall specify the place,  date and hour of the meeting and (i) in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called,  or (ii) in the case of the  annual  meeting,  those  matters  which the
Board,  at the time of giving the  notice,  intends to present for action by the
shareholders.  The notice of any  meeting at which  directors  are to be elected
shall  include the name of any  nominee or nominees  intended at the time of the
notice to be presented by the Board for election.

     Section 5.  MANNER OF GIVING  NOTICE;  AFFIDAVIT  OF NOTICE.  Notice of any
meeting of shareholders shall be given either personally or by first-class mail,
postage prepaid,  addressed to a shareholder  entitled to vote at the meeting at
the address of that  shareholder  appearing on the books of the  corporation  or
given by the shareholder to the corporation for the purpose of notice. Upon such
mailing of any such notice the service  thereof shall be complete,  and the time
of the  notice  shall  begin to run from the date  upon  which  such  notice  is
deposited in the mail for transmission to such shareholder. Personal delivery of
any such notice to any officer of a corporation  or association or to any member
of a partnership,  shall constitute delivery of such notice to such corporation,
association, or partnership.

     Notice duly  delivered or mailed to a shareholder  in  accordance  with the
provisions of this section, shall be deemed sufficient,  and in the event of the
transfer of his stock after

                                       -2-

<PAGE>

such  delivery or mailing and prior to the holding of the meeting,  it shall not
be  necessary  to deliver or mail notice of the meeting to the  transferee.  Any
shareholder  may waive notice of any meeting by a writing  signed by him, or his
only authorized attorney, either before or after the meeting.

     An  affidavit  of the  mailing  or other  means of giving any notice of any
shareholders'  meeting shall be executed by the Secretary,  Assistant Secretary,
or any transfer agent of the corporation  giving the notice,  and shall be filed
and maintained in the minute book of the corporation.

     Section 6. QUORUM.  A majority of the shares entitled to vote,  represented
in person or by proxy, shall constitute a quorum at any meeting of shareholders.
The  affirmative  vote of a majority of the shares  represented  and voting at a
duly  called  meeting  at  which  a  quorum  is  present  (which  shares  voting
affirmatively  also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting by
classes is required herein.  The  shareholders  present at a duly called or held
meeting  at  which a  quorum  is  present  may  continue  to do  business  until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum,  if any action taken (other than  adjournment)  is approved by at
least a majority of the shares required to constitute a quorum.

     Section 7. VOTING. The shareholders entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on the
stock  records of the  corporation  on the record date  determined in accordance
with Section 8 of this Article.

     Voting shall in all cases be subject to the following provisions:

                (a)  Shares  held  by  an  administrator,   executor,  guardian,
conservator  or  custodian  may be voted by such  holder  either in person or by
proxy,  without a transfer  of such shares into the  holder's  name;  and shares
standing in the name of a trustee may be voted by the trustee,  either in person
or by proxy,  but no  trustee  shall be  entitled  to vote  shares  held by such
trustee without a transfer of such shares into the trustee's name.

                (b) Shares  standing  in the name of a receiver  may be voted by
such  receiver;  and shares  held by or under the  control of a receiver  may be
voted by such receiver  without the transfer thereof into the receiver's name if
authority to do so is contained in the order of the court by which such receiver
was appointed.

                                       -3-
<PAGE>

                (c)  Except  where  otherwise  agreed  in  writing  between  the
parties,  a shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

                (d) Shares  standing in the name of a minor may be voted and the
corporation may treat all rights  incident  thereto as exercisable by the minor,
in person or by proxy,  whether or not the  corporation  has  notice,  actual or
constructive,  of the nonage, unless a guardian of the minor 5 property has been
appointed and written notice of such appointment given to the corporation.

                (e) Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy-holder as the bylaws of
such other  corporation may prescribe or, in the absence of such  provision,  as
the Board of  Directors  of such  other  corporation  may  determine  or, in the
absence of such  determination,  by the chairman of the board,  president or any
vice president of such other  corporation,  or by any other person authorized to
do so by the board, president or any vice president of such other corporation.

                (f) If  shares  stand  of  record  in the  names  of two or more
persons, whether fiduciaries,  members of a partnership,  joint tenants, tenants
in common,  husband and wife as  community  property,  tenants by the  entirety,
voting trustees,  persons entitled to vote under a shareholder  voting agreement
or otherwise, or if two or more persons (including  proxy-holders) have the same
fiduciary  relationship  respecting the same shares, unless the Secretary of the
corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship  wherein
it is so provided,  their acts with  respect to voting shall have the  following
effect:

                    (i)  If only one votes, such act binds all;

                    (ii) If more  than  one  vote,  the act of the  majority  so
                         voting binds all;

                    (iii)If more than one votes,  but the votes are evenly split
                         on any  particular  matter,  each  faction may vote the
                         securities in question proportionately.

     If the instrument so filed or the registration of the shares shows that any
such  tenancy is held in  unequal  interests,  a majority  or even split for the
purpose of this section shall be a majority or even split in interest.

                                      -4-
<PAGE>

     Elections  need  not  be by  ballot.  In any  election  of  directors,  the
candidates  receiving  the  highest  number of  affirmative  votes of the shares
entitled  to be voted for then up to the  number of  directors  to be elected by
such shares are elected;  votes  against the director and votes  withheld  shall
have no legal effect.

     Section 8. RECORD  DATE.  The Board may fix, in advance,  a record date for
the  determination of the  shareholders  entitled to notice of any meeting or to
vote or entitled to receive  payment of any dividend or other  distribution,  or
any  allotment of rights,  or to exercise  rights in respect of any other lawful
action. The record date so fixed shall be not more than sixty (60) days prior to
the date of the meeting nor more than sixty (60) days prior to any other action.

     When a record date is so fixed, only shareholders of record at the close of
business on that date are entitled to notice of and to vote at the meeting or to
receive the dividend,  distribution,  or allotment of rights,  or to exercise of
the rights,  as the case may be,  notwithstanding  any transfer of shares on the
books of the corporation  after the record date. A determination of shareholders
of record  entitled to notice of or to vote at a meeting of  shareholders  shall
apply to any adjournment of the meeting unless the Board fixes a new record date
for the adjourned meeting.  The Board shall fix a new record date if the meeting
is  adjourned  for more  than  forty-five  (45)  days  from the date set for the
original meeting.

     If no record date is fixed by the Board,  the record  date for  determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next  preceding the day on which
notice  is given  or, if notice  is  waived,  at the  close of  business  on the
business day next preceding the day on which the meeting is held.

     Section 9.  ACTIONS AT MEETINGS  NOT  REGULARLY  CALLED:  RATIFICATION  AND
APPROVAL.  Whenever all  shareholders  entitled to vote at any meeting  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  deliberation  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  objections  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 proceeding: of the meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein waived by writing
signed by all parties having the right to vote at such

                                       -5-
<PAGE>

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

     Section 10.  SHAREHOLDER  ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any
action which may be taken at any annual or special meeting of  shareholders  may
be taken without a meeting and without  prior  notice,  if a consent in writing,
setting forth the action so taken, is signed by shareholders  holding at least a
majority of the voting power,  except that, if any greater  proportion of voting
power is required for such action at a meeting,  then the greater  proportion of
written  consents is required,  and this provision for action by written consent
does not  supersede  any  specific  provision  for  action  by  written  consent
contained in the Nevada General Corporation Law.

     Section 11. PROXIES.  Every person entitled to vote shares has the right to
do so either in person or by one or more persons  authorized  by a written proxy
executed  by such  shareholder  and filed  with the  Secretary.  Any proxy  duly
executed is not revoked and  continues in full force and effect until revoked by
the  person  executing  it prior  to the  vote  pursuant  thereto  by a  writing
delivered to the secretary of the corporation  stating that the proxy is revoked
or by a subsequent  proxy  executed by the person  executing the prior proxy and
presented to the meeting,  or, as to any meeting,  by attendance at such meeting
and voting in person by the person executing the proxy; provided,  however, that
no proxy  shall be valid after the  expiration  of 6 months from the date of its
execution  unless  otherwise  provided  in the proxy or unless  coupled  with an
interest.

     Section  12.  INSPECTORS  OF  ELECTION.   In  advance  of  any  meeting  of
shareholders,  the Board may appoint any persons  other than nominees for office
as inspectors of election to act at such meeting or any adjournment  thereof. If
inspectors of election be not so appointed,  or if any persons so appointed fail
to appear or refuse to act,  the  chairman of any such  meeting  may, and on the
request of any shareholder or shareholder's  proxy shall,  make such appointment
at the  meeting.  The  number of  inspectors  shall be either  one or three.  If
appointed  at a meeting on the request of one or more  shareholders  or proxies,
the majority of shares represented in person or by proxy shall determine whether
one or three inspectors shall be appointed.

     The duties of such  inspectors  shall  include:  determining  the number of
shares  outstanding  and the  voting  power of each;  determining  the number of
shares represented at the meeting and the existence of a quorum; determining the
authenticity,  validity,  and effect of proxies;  receiving votes,  ballots,  or
consents;  hearing and  determining  all  challenges  and  questions  in any way
arising in connection with the right to vote;

                                       -6-
<PAGE>

counting and tabulating all votes or consents;  determining when the polls shall
close;  determining the result of any vote; and doing such acts as may be proper
to conduct the election or vote with fairness to all shareholders.  If there are
three inspectors of election, the decision,  act, or certification of a majority
is effective in all respects as decision, act, or certificate of all.

                                   ARTICLE III
                                    DIRECTORS

     Section 1. POWERS. Subject to limitations of the Articles of Incorporation,
of these Bylaws,  and of the Nevada General  Corporation  Law relating to action
required to be approved by the  shareholders or by the outstanding  shares,  the
business  and  affairs of the  corporation  shall be managed  and all  corporate
powers shall be exercised by or under the direction of the Board.  The Board may
delegate  the  management  of the  day-to-day  operation  of the business of the
corporation to a management  company or other person  provided that the business
and affairs of the corporation  shall be managed and all corporate  powers shall
be exercised  under the ultimate  direction of the Board.  Without  prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the Board shall have the following powers in addition to the other
powers enumerated in these Bylaws:

                (a) To select  and remove all the other  officers,  agents,  and
employees of the  corporation,  prescribe  the powers and duties for them as may
not be  inconsistent  with law, or with the Articles of  Incorporation  or these
Bylaws,  fix their  compensation,  and require  from them  security for faithful
service.

                (b) To conduct,  manage, and control the affairs and business of
the corporation and to make such rules and regulations therefor not inconsistent
with law, or with the Articles of  Incorporation  or these  Bylaws,  as they may
deem best.

                (c) To adopt,  make, and use a corporate  seal, and to prescribe
the forms of  certificates  of stock,  and to alter the form of such seal and of
such certificates from time to time as in their judgment they may deem best.

                (d)  To  authorize  the  issuance  of  shares  of  stock  of the
corporation from time to time, upon such terms and for such consideration as may
be lawful.

                (e) To borrow money and incur  indebtedness  for the purposes of
the corporation,  and to cause to be executed and delivered  therefor or, in the
corporate name, promissory notes, bonds, debentures,  deeds of trust, mortgages,
pledges,

                                       -7-
<PAGE>

hypothecation's, or other evidences of debt and securities therefor.

                (f) To make, adopt or amend these Bylaws.

     Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.  The authorized number of
directors  of the  corporation  shall be not less  than  three (3) nor more than
seven  (7).  The exact  number of  directors  shall be three (3) until  changed,
within the limits  specified above, by a resolution duly adopted by the Board of
Directors or Bylaw  amending this Section 2, duly adopted by the Board or by the
shareholders.

     Section 3.  ELECTION  AND TERM OF OFFICE.  Unless  elected  pursuant to the
written consent of  shareholders,  the directors shall be elected at each annual
meeting  of  shareholders  but if any  such  annual  meeting  is not held or the
directors are not elected thereat,  or if the directors are not elected pursuant
to the written  consent of  shareholders,  the  directors  may be elected at any
special meeting of shareholders held for that purpose.  Each director shall hold
office until the next annual  meeting and until a successor has been elected and
qualified.

     Section 4. REMOVAL.  The Board may declare  vacant the office of a director
who has  been  declared  of  unsound  mind by an  order of court or who has been
convicted of a felony.

     Any or all of the directors may be removed without cause if such removal is
approved  by not less than  two-thirds  of the  issued  and  outstanding  shares
entitled to vote, provided,  however,  that (a) if the Articles of Incorporation
or an amendment  thereto,  provide for the  election of directors by  cumulative
voting, no director shall be removed from office except upon the vote or written
consent of shareholders  owning sufficient shares to have prevented his election
to office in the first instance,  (b) the Articles of Incorporation  may require
the concurrence of a larger  percentage of the stock entitled to voting power in
order to remove a director,  and (c) when by the  provisions  of the Articles of
Incorporation  the  holders of the  shares of any class or  series,  voting as a
class or series,  are entitled to elect one or more  directors,  any director so
selected may be removed only by the applicable vote of the holders of the shares
of that class or series.  Any  reduction of the  authorized  number of directors
does not,  by  itself,  remove  any  director  prior to the  expiration  of such
director's term of office.

     Section 5. VACANCIES. Any director may resign effective upon giving written
notice to the Chairman of the Board,  the  President,  Secretary,  or the Board,
unless  the  notice  specifies  a  later  time  for  the  effectiveness  of such
resignation. If the

                                       -8-
<PAGE>

resignation  is effective  at a future time, a successor  may b~ elected to take
office when the resignation becomes effective.

     All  vacancies  on the Board,  including  those  existing  as a result of a
removal of a director or those caused by an increase in the number of directors,
may be filled by a  majority  of the  remaining  directors,  though  less than a
quorum, or by a sole remaining director, and each director so elected shall hold
office until the next annual  meeting and until such  director's  successor  has
been elected and qualified.

     A vacancy or vacancies on the Board shall be deemed to exist in case of the
death,  resignation,  or removal of any director, or if the authorized number of
directors be increased,  or if the  shareholders  fail, at any annual or special
meeting of shareholders at which any director or directors are to be elected, to
elect the total authorized  number of directors to be voted for at that meeting.
If the directors  shall not be elected on the day  designated  for that purpose,
the corporation shall not be dissolved but every director shall continue to hold
his office and discharge his duties until his successor has been elected.

     The Board may declare vacant the office of a director who has been declared
of unsound mind by an order of court or convicted of a felony.

     The  shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the  directors.  Any such election by written
consent,  other than to fill a vacancy created by removal,  requires the consent
of a majority of the  outstanding  shares entitled to vote. If the Board accepts
the  resignation  of a director  tendered to take effect at a future  time,  the
Board or the  shareholders  shall have power to elect a successor to take office
when the resignation is to become effective.

     No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director's term of office.

     Section 6. PLACE OF MEETING.  Regular or special  meetings of the Board may
be held at any  place  within or  without  - the State of Nevada  which has been
designated from time to time by the Board.  In the absence of such  designation,
regular meetings shall be held at the principal office of the corporation.

     Section 7. REGULAR MEETINGS.  Immediately  following each annual meeting of
shareholders the Board shall hold a regular

                                       -9-
<PAGE>

meeting  for  the  purpose  of  organization,  election  of  officers,  and  the
transaction of other business.

     Other regular meetings of the Board shall be held without call at such time
as shall from time to time be fixed by the Board.  This Bylaw  hereby  expressly
dispenses with call and notice of all regular meetings of the Board.

     Section 8. SPECIAL MEETINGS.  Special meetings of the Board for any purpose
or  purposes  may be  called  at any  time by the  Chairman  of the  Board,  the
President, or the Secretary, or by any two directors.

     Special  meetings  of the Board  shall be held upon three (3) days  written
notice  by mail  or  twenty-four  (24)  hours'  notice  given  personally  or by
telephone,  telegraph,  telex or other similar means of communication.  Any such
notice  shall be addressed  or  delivered  to each  director at such  director's
address as it is shown upon the records of the  corporation  or as may have been
given to the corporation by the director for purposes of notice.

     Notice by mail  shall be  deemed  to have been  given at the time a written
notice is  deposited  in the United  States  mail,  postage  prepaid.  Any other
written  notice shall be deemed to have been given at the time it is  personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually  transmitted by the person giving the notice by electronic means, to
the recipient.  Oral notice shall be deemed to have been given at the time it is
communicated,  in person or by telephone or wireless,  to the  recipient or to a
person at the  office of the  recipient  who the  person  giving  the notice has
reason to believe will promptly communicate it to the recipient.

     Section  9.  QUORUM.  A  majority  of the  authorized  number of  directors
constitutes  a quorum of the Board for the  transaction  of business,  except to
adjourn  as  hereinafter  provided.  Every  act or  decision  done  or made by a
majority of the  directors  present at a meeting  duly held at which a quorum is
present  shall be regarded as the act of the Board,  unless a greater  number be
required by law or by the Articles of Incorporation. A meeting at which a quorum
is  initially  present may  continue to transact  business  notwithstanding  the
withdrawal of directors,  if any action taken is approved by at least a majority
of the required quorum for such meeting.

     Section 10. PARTICIPATION IN MEETINGS BY CONFERENCE  TELEPHONE.  Members of
the Board may  participate  in a meeting  through use of a conference  telephone
network or a similar communications method, so long as all members participating
in such meeting can hear one another. Each person participating

                                      -10-
<PAGE>

in the  meeting  shall sign the  minutes  thereof.  The minutes may be signed in
counterparts.

     Section 11. WAIVER OF NOTICE. The transactions of any meeting of the Board,
however  called and  noticed or wherever  held,  are as valid as though had at a
meeting  duly held after  regular call and notice if a quorum be present and if,
either  before or after the meeting,  each of the  directors not present signs a
written  waiver of notice,  a consent to holding  such meeting or an approval of
the minutes  thereof.  All such waivers,  consents,  or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

     Section 12.  ADJOURNMENT.  A majority of the directors present,  whether or
not a quorum is present,  may adjourn any directors' meeting to another time and
place.  Notice of the time and place of holding an adjourned meeting need not be
given  to  absent  directors  if the time  and  place  be  fixed at the  meeting
adjourned.  If the meeting is adjourned  for more than  twenty-four  (24) hours,
notice of any  adjournment  to another time or place shall be given prior to the
time of the adjourned  meeting to the directors who were not present at the time
of the adjournment.

     Section 13. FEES AND COMPENSATION.  Directors and members of committees may
receive such  compensation,  if any, for their services,  and such reimbursement
for expenses, as may be fixed or determined by the Board.

     Section 14.  ACTION AT MEETINGS  NOT  REGULARLY  CALLED:  RATIFICATION  AND
APPROVAL.  Whenever  all  directors  entitled to vote at any  meeting,  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  objections  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 writing
signed by all parties having the right to vote at such meeting.

     Section 15. RIGHTS OF  INSPECTION.  Every  director shall have the absolute
right  at any  reasonable  time to  inspect  and copy all  books,  records,  and
documents  of  every  kind  and  to  inspect  the  physical  properties  of  the
corporation and also of its subsidiary corporations, domestic or foreign. Such

                                      -11-
<PAGE>

inspection  by a  director  may be made in  person or by agent or  attorney  and
includes the right to copy and obtain extracts.

     Section 16. COMMITTEES.  The Board may, by resolution or resolutions passed
by a  majority  of the  whole  board,  designate  one or more  committees,  each
committee to consist of one or more directors of the corporation,  which, to the
extent  provided in the resolution or  resolutions,  shall have and may exercise
the powers of the Board in the  management  of the  business  and affairs of the
corporation,  and the  power  to  authorize  the seal of the  corporation  to be
affixed to all papers on which the corporation desires to place a seal.

     Members  and  alternate  members  of  a  committee  must  be  appointed  by
resolution  adopted by a majority of the authorized number of directors and such
committee  may be  designated  an Executive  Committee or such other name as the
Board shall  specify.  The Board shall have the power to prescribe the manner in
which  proceedings of any such committee  shall be conducted.  In the absence of
any such  prescription,  such  committee  shall have the power to prescribe  the
manner in which its  proceedings  shall be  conducted.  Unless the Board or such
committee shall otherwise  provide,  the regular and special  meetings and other
actions  of any such  committee  shall be  governed  by the  provisions  of this
Article  applicable to meetings and actions of the Board.  Minutes shall be kept
of each meeting of each committee.

                                   ARTICLE IV
                                    OFFICERS

     Section 1.  OFFICERS.  The  officers  of the  corporation  shall be a chief
executive  officer,  a president,  a secretary,  a chief financial officer and a
resident agent. The corporation may also have, at the discretion of the Board, a
chairman  of the  board,  one or more  vice-presidents,  one or  more  assistant
secretaries, one or more assistant treasurers, and such other officers as may be
elected or  appointed in  accordance  with the  provisions  of Section 3 of this
Article. Any person may hold two or more offices.

     Section 2. ELECTION. The officers of the corporation,  except such officers
as may be elected or appointed in accordance with the provisions of Section 3 or
Section 5 of this Article,  shall be chosen  annually by, and shall serve at the
pleasure  of, the Board,  and shall hold their  respective  offices  until their
resignation,  removal,  or other  disqualification  from service, or until their
respective successors shall be elected.

     Section 3. SUBORDINATE  OFFICERS.  The Board may elect, and may empower the
Chief  Executive  Officer or  President to appoint,  such other  officers as the
business of the corporation may require, each of whom shall hold office for such
period,
                                      -12-
<PAGE>

have such authority,  and perform such duties as are provided in these Bylaws or
as the Board may from time to time determine.

     Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause,  by the Board of Directors at any time, or, except in the case
of an  officer  chosen by the  Board,  by any  officer  upon whom such  power of
removal  may be  conferred  by the  Board.  Any such  removal  shall be  without
prejudice to the rights, if any, of the officer under any contract of employment
of the officer.

     Any  officer  may  resign  at any  time by  giving  written  notice  to the
corporation,  but without  prejudice to the rights,  if any, of the  corporation
under any contract to which the officer is a party. Any such  resignation  shall
take  effect at the date of the  receipt  of such  notice  or at any later  time
specified therein;  and, unless otherwise  specified therein,  the acceptance of
such resignation shall not be necessary to make it effective.

     Section  5.   VACANCIES.   A  vacancy  in  any  office  because  of  death,
resignation,  removal,  disqualification,  or any other cause shall be filled in
the manner  prescribed in these Bylaws for regular  election or  appointment  to
such office.

     Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall
be such an officer, shall, if present,  preside at all meetings of the Board and
exercise  and perform  such other  powers and duties as may be from time to time
assigned by the Board.

     Section 7. CHIEF  EXECUTIVE  OFFICER.  The Chief  Executive  Officer  shall
preside over all of the  operations  of the  corporation,  shall  preside at all
shareholders meetings, and all officers and employees shall be reportable to the
Chief Executive Officer. The Chief Executive Officer shall make such reports and
perform such other duties as may be  established  from time to time by the Board
of Directors.

     Section 8.  PRESIDENT.  Subject to such powers,  if any, as may be given by
the Board to the Chief Executive Officer and the Chairman of the Board, if there
be such an officer,  the President is the general manager of the corporation and
has, subject to the control of the Board,  general supervision,  direction,  and
control of the business and officers of the  corporation.  The  President  shall
preside  at  all  meetings  of the  shareholders  in the  absence  of the  Chief
Executive  Officer and, in the absence of the Chairman of the Board, or if there
be none, at all meetings of the Board.  The President has the general powers and
duties of  management  usually  vested in the office of  president  and  general
manager of a  corporation  and such other powers and duties as may be prescribed
by the Board or the Chief Executive Officer.

                                      -13-
<PAGE>

     Section  9. VICE  PRESIDENTS.  In the  absence or  disability  of the Chief
Executive Officer, the President,  the Vice Presidents in order of their rank as
fixed by the Board or,  if not  ranked,  the Vice  President  designated  by the
Board,  shall perform all 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.  The Vice  Presidents  shall have such other  powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board.

     Section 10.  SECRETARY.  The Secretary  shall keep, or cause to be kept, at
the  principal  office  and such other  place as the Board may order,  a book of
minutes of all meetings of shareholders, the Board, and its committees, with the
time and place of  holding,  whether  regular or special,  and, if special,  how
authorized,  the notice thereof  given,  the names of those present at Board and
committee meetings, the number of shares present or represented at shareholders'
meetings,  and the proceedings thereof. The Secretary shall keep, or cause to be
kept,  a copy of the  Bylaws  of the  corporation  at the  principal  office  or
business  office  in  accordance  with  Section  78.105  of the  Nevada  Revised
Statutes.

     The Secretary  shall keep, or cause to be kept, at the principal  office or
at the  office  of the  corporation's  transfer  agent or  registrar,  if one be
appointed, a share register, or a duplicate share register, showing the names of
the shareholders  and their addresses,  the number and classes of shares held by
each,  the number and date of  certificates  issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

     The Secretary shall give, or cause to be given,  notice of all the meetings
of the shareholders  and of the Board and of any committees  thereof required by
these Bylaws or by law to be given,  shall keep the seal of the  corporation  in
safe custody,  and shall have such other powers and perform such other duties as
may be prescribed by the Board.

     Section 11. CHIEF FINANCIAL  OFFICER.  The Chief  Financial  Officer of the
corporation  shall  keep and  maintain,  or  cause  to be kept  and  maintained,
adequate and correct accounts of the properties and business transactions of the
corporation,  and  shall  send or  cause to be sent to the  shareholders  of the
corporation such financial  statements and reports as are by law or these Bylaws
required to be sent to them.  The books of account shall at all times be open to
inspection by any director.

                                      -14-
<PAGE>

                                    ARTICLE V
                                OTHER PROVISIONS

     Section 1.  INSPECTION  OF  DOCUMENTS.  The  corporation  shall keep in its
principal  office a  certified  copy of its  Articles of  Incorporation  and all
amendments thereto, certified copy of these Bylaws and all amendments thereto, a
stock ledger or duplicate stock ledger, revised annually,  containing the names,
alphabetically arranged, of all persons who are stockholders of the corporation,
showing  their places of residence,  if known,  and the number of shares held by
them  respectively or in lieu of the stock ledger or duplicate  stock ledger,  a
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete post office address, including street
and number,  if any, where such stock ledger or duplicate  stock ledger is kept.
The original or a copy of these Bylaws as amended to date which shall be open to
inspection by shareholders  at all reasonable  times during office hours. If the
principal  office of the  corporation  is  outside  the State of Nevada  and the
corporation  has no principal  business  office in such state, it shall upon the
written notice of any  shareholder  furnish to such  shareholder a copy of these
Bylaws as amended to date.

     Section 2. ENDORSEMENT OF DOCUMENTS;  CONTRACTS.  Subject to the provisions
of applicable law, any note, mortgage, evidence of indebtedness, contract, share
certificate,  conveyance,  or other  instrument in writing and any assignment or
endorsement  thereof  executed or entered into between this  corporation and any
other  person,  when signed by the Chairman of the Board,  the  President or any
Vice  President,  and  the  Secretary  or any  Assistant  Secretary,  the  Chief
Financial Officer or any Assistant  Treasurer of this corporation shall be valid
and binding on this  corporation in the absence of actual  knowledge on the part
of the other person that the signing  officers had not  authority to execute the
same. Any such  instruments  may be signed by any other person or persons and in
such manner as from time to time shall be determined by the Board and, unless so
authorized by the Board, no officer,  agent, or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or amount.

     Section 3. CERTIFICATES OF STOCK. Every holder of shares of the corporation
shall be entitled to have a certificate signed in the name of the corporation by
the Chairman of the Board,  the  President or a Vice  President and by the Chief
Financial  Officer or an Assistant  Treasurer  or the  Secretary or an Assistant
Secretary,  certifying  the  number of shares  and the class or series of shares
owned by the shareholder. Any or all of the signatures on the certificate may be
facsimile. If any officer, transfer agent, or registrar who has signed or whose

                                      -15-
<PAGE>

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 such person were an
officer, transfer agent, or registrar at the date of issue.

     Certificates  for shares  may be issued  prior to full  payment  under such
restrictions and for such purposes as the Board may provide; provided,  however,
that on any  certificate  issued to represent any partly paid shares,  the total
amount of the  consideration  to be paid  therefor  and the amount paid  thereon
shall be stated.

     Except as provided in this Section no new  certificate  for shares shall be
issued in lieu of an old one unless the latter is  surrendered  and cancelled at
the same time. The Board may,  however,  in case any  certificate  for shares is
alleged to have been lost, stolen, or destroyed, authorize the issuance of a new
certificate  in  lieu  thereof,   and  the  corporation  may  require  that  the
corporation be given a bond or other adequate  security  sufficient to indemnify
it  against  any  claim  that  may be made  against  it  (including  expense  or
liability)  on  account of the  alleged  loss,  theft,  or  destruction  of such
certificate or the issuance of such new certificate.

     Section 4. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President or
any other officer or officers  authorized by the Board or the President are each
authorized to vote,  represent,  and exercise on behalf of the  corporation  all
rights  incident to any and all shares of any other  corporation or corporations
standing in the name of the  corporation.  The authority  herein  granted may be
exercised either by any such officer in person or by any other person authorized
so to do by proxy or power of attorney duly executed by said officer.

     Section 5. STOCK PURCHASE PLANS.  The corporation may adopt and carry out a
stock purchase plan or agreement or stock option plan or agreement providing for
the  issue  and  sale  for such  consideration  as may be fixed of its  unissued
shares,  or of issued shares  acquired or to be acquired,  to one or more of the
employees or directors of the  corporation or of a subsidiary or to a trustee on
their behalf and for the payment for such shares in installments or at one time,
and may  provide  for  aiding  any such  persons  in paying  for such  shares by
compensation for services rendered, promissory notes, or otherwise.

     Any such stock purchase plan or agreement or stock option plan or agreement
may include,  among other features,  the fixing of eligibility for participation
therein,  the class  and price of shares to be issued or sold  under the plan or
agreement, the number of shares which may be subscribed for, the method of

                                      -16-
<PAGE>

payment  therefor,  the  reservation of title until full payment  therefor,  the
effect of the  termination of employment and option or obligation on the part of
the  corporation  to  repurchase  the shares  upon  termination  of  employment,
restrictions upon transfer of the shares,  the time limits of and termination of
the plan, and any other matters,  not in violation of applicable  law, as may be
included in the plan as approved or  authorized by the Board or any committee of
the Board.

     Section 6.  CONSTRUCTION  AND  DEFINITIONS.  Unless the  context  otherwise
requires,  the  general  provisions,  rules  of  construction,  and  definitions
contained in the General  Provisions of the Nevada Revised Statutes shall govern
the construction of these Bylaws.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. DEFINITIONS. For the purposes of this Article, "agent" means any
person  who is or was a  director,  officer,  employee,  or  other  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,   officer,   employee,   or  agent  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, trust, or other enterprise,  or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

     Section 2.  INDEMNIFICATION  OF CORPORATE  AGENTS.  The  corporation  shall
indemnify  any  person  who  was or is a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by  reason of the fact  that he 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,  to the fullest extent
permitted by Nevada law and the Articles of Incorporation.  The rights conferred
on any person  above shall not be  exclusive  of any other right such person may
have or  hereafter  acquire  under any  statute,  provision  of the  Articles of
Incorporation, bylaw, agreement, vote of shareholders or disinterested directors
or otherwise.

     Section 3. ADVANCEMENT OF EXPENSES.  The expenses of officers and directors
incurred in defending a civil or criminal  action,  suit or  proceeding  must be
paid by the  corporation  as they  are  incurred  and in  advance  of the  final
disposition of the action, suit or proceeding upon receipt of

                                      -17-
<PAGE>

an undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent  jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this subsection
do not affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or otherwise
by law.

     Section 4. INDEMNIFICATION  CONTRACTS. The Board of Directors is authorized
to enter into a contract  with any director,  officer,  employee or agent of the
corporation,  or any person  serving  at the  request  of the  corporation  as a
director, office, employee or agent of another corporation,  partnership,  joint
venture, trust or other enterprise,  including employee benefit plans, providing
for  indemnification  rights  equivalent  to or,  if the Board of  Directors  so
determines, greater than, those provided for in Section 2 of this Article VI.

     Section 5.  INSURANCE.  The  corporation  shall have power to purchase  and
maintain  insurance or make other financial  arrangements on behalf of any agent
of the corporation for any liability  asserted  against or incurred by the agent
in such capacity or arising out of the agent's status as such whether or not the
corporation  would have the power to indemnify the agent against such  liability
under the provisions of this Article.  The other financial  arrangements made by
the  corporation  may  include,  but  shall  not  be  limited  to,  any  of  the
arrangements set forth in the Nevada General Corporation Law, as the same may be
amended from time to time.

                                   ARTICLE VII
                              EMERGENCY PROVISIONS

     Section 1. GENERAL.  The provisions of this Article shall be operative only
during a national  emergency  declared by the  President of the United States or
the person performing the President's  functions,  or in the event of a nuclear,
atomic,  or other attack on the United States or a disaster making it impossible
or impracticable for the corporation to conduct its business without recourse to
the provisions of this Article. Said provisions in such event shall override all
other  Bylaws  of this  corporation  in  conflict  with any  provisions  of this
article,  and  shall  remain  operative  so long  as it  remains  impossible  or
impracticable  to  continue  the  business  of the  corporation  otherwise,  but
thereafter  shall be inoperative;  provided that all actions taken in good faith
pursuant to such  provisions  shall  thereafter  remain in full force and effect
unless and until  revoked by action  taken  pursuant  to the  provisions  of the
Bylaws other than those contained in this Article.

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<PAGE>

     Section 2. UNAVAILABLE DIRECTORS.  All directors of the corporation who are
not  available  to perform  their  duties as  directors by reason of physical or
mental  incapacity or for any other reason or who are unwilling to perform their
duties  or  whose  whereabouts  are  unknown  shall  automatically  cease  to be
directors,  with like effect as if such  persons had resigned as  directors,  so
long as such unavailability continues.

     Section  3.  AUTHORIZED  NUMBER  OF  DIRECTORS.  The  authorized  number of
directors shall be the number of directors remaining after eliminating those who
have  ceased to be  directors  pursuant  to  Section  2, or the  minimum  number
required by law, whichever number is greater.

     Section 4. QUORUM. The number of directors necessary to constitute a quorum
shall be  one-third  of the  authorized  number of directors as specified in the
foregoing  Section,  or such other  minimum  number as,  pursuant  to the law or
lawful decree then in force,  it is possible for the Bylaws of a corporation  to
specify.

     Section 5.  CREATION  OF  EMERGENCY  COMMITTEE.  In the event the number of
directors  remaining  after  eliminating  those who have ceased to be  directors
pursuant to Section 2 is less than the minimum  number of  authorized  directors
required by law, then until the  appointment of additional  directors to make up
such required  minimum,  all the powers and authorities which the Board could by
law  delegate,  including  all  powers  and  authorities  which the Board  could
delegate  to  a  committee,  shall  be  automatically  vested  in  an  emergency
committee,  and the emergency  committee shall thereafter  manage the affairs of
the corporation  pursuant to such powers and authorities and shall have all such
other powers and  authorities as may by law or lawful decree be conferred on any
person or body of persons during a period of emergency.

     Section 6.  CONSTITUTION OF EMERGENCY  COMMITTEE.  The emergency  committee
shall consist of all the directors  remaining after  eliminating  those who have
ceased to be  directors,  pursuant to Section 2,  provided  that such  remaining
directors  are not less  than  three in  number.  In the  event  such  remaining
directors are less than three in number,  the emergency  committee shall consist
of three  persons,  who shall be the remaining  director or directors and either
one or two officers or employees of the corporation,  as the remaining  director
or directors may in writing designate.  If there is no remaining  director,  the
emergency  committee  shall  consist of the three most  senior  officers  of the
corporation  who are available to serve,  and if and to the extent that officers
are not  available  to serve,  and if and to the extent  that  officers  are not
available,  the most senior  employees of the  corporation.  Seniority  shall be
determined in accordance with

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<PAGE>

any designation of seniority in the minutes of the proceedings of the Board, and
in the absence of such designation, shall be determined by rate of remuneration.
In the event that there are no remaining  directors and no officers or employees
of the  corporation  available,  the emergency  committee shall consist of three
persons  designated in writing by the  shareholder  owning the largest number of
shares of record as of the last record date.

     Section 7. POWERS OF EMERGENCY  COMMITTEE.  The emergency  committee,  once
appointed,  shall govern its own procedures and shall have power to increase the
number of members  thereof  beyond the  original  number,  and in the event of a
vacancy or  vacancies  therein,  arising at any time,  the  remaining  member or
members of the emergency  committee shall have the power to fill such vacancy or
vacancies.  In the event at any time after its  appointment,  all members of the
emergency  committee  shall die or resign or become  unavailable  to act for any
reason  whatsoever,  a new emergency  committee shall be appointed in accordance
with the foregoing provisions of this Article.

     Section 8. DIRECTORS BECOMING AVAILABLE.  Any person who has ceased to be a
director  pursuant to the  provisions  of Section 2 and who  thereafter  becomes
available  to serve as a  director  shall  automatically  become a member of the
emergency committee.

     Section 9. ELECTION OF BOARD OF DIRECTORS.  The emergency  committee shall,
as soon after its  appointment as is practicable,  take all requisite  action to
secure the  election of a board of  directors,  and upon such  election  all the
powers and authorities of the emergency committee shall cease.

     Section 10.  TERMINATION OF EMERGENCY  COMMITTEE.  In the event,  after the
appointment of an emergency committee, a sufficient number of persons who ceased
to be directors pursuant to Section 2 become available to serve as directors, so
that if they had not ceased to be directors as aforesaid,  there would be enough
directors to constitute  the minimum  number of directors  required by law, then
all such persons shall  automatically  be deemed to be  reappointed as directors
and the powers and authorities of the emergency committee shall be at an end.

                                  ARTICLE VIII
                                   AMENDMENTS

     Section 1.  AMENDMENT BY  SHAREHOLDERS.  New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote.

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<PAGE>

         Section  2.  AMENDMENT  BY  DIRECTORS.  Subject  to the  rights  of the
shareholders  as provided in Section 1 of this Article VIII to adopt,  amend, or
repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board.

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<PAGE>

                            CERTIFICATE OF SECRETARY


     I, the undersigned, do hereby certify:

     1.  That  I  am  the  duly  elected  and  acting   Secretary  of  Teknekron
Communications Systems, Inc., a Nevada corporation; and

     2. That the foregoing Bylaws,  comprising twenty (20) pages, are a true and
correct  copy of the Bylaws of said  corporation  as duly adopted by approval of
the Board of Directors thereof by written consent dated 1987.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said corporation on November 2, 1987.

                              /s/ Mary Hofman
                              --------------------------------------------------
                              Mary  Hofmann, Secretary
















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