EXHIBIT 3.10




                                     BY-LAWS

                                       OF

                               THE MNI GROUP INC.


                                    ARTICLE I

                                     OFFICES
                                     -------

Section 1.    Principal Office
              ----------------

The principal office of the Corporation shall be in the city of Englewood,
County of Bergen, State of New Jersey.


Section 2.    Additional Offices
              ------------------

The corporation may also have offices and places of business at such other
places, within or without the State of New Jersey, as the Board of Directors may
from time to time determine or the business of the Corporation may require.



                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

Section 1.    Time and Place
              --------------

The annual meeting of the shareholders of the Corporation and all special
meetings of shareholders may be held at such time and place within or without
the State of New Jersey as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.


Section 2.    Annual Meeting
              --------------

The annual meeting of shareholders shall be held annually on such date as may be
fixed from time to time by the Board of Directors. If no annual meeting of
shareholders shall have been held within thirteen (13) months following the date
of incorporation or the date of the last annual meeting of shareholders, then
the meeting shall be held on the 3rd Tuesday in June of such year, if not a
legal holiday and, if a legal holiday, then on the next business day thereafter.
The shareholders shall elect a Board of Directors at the meeting and shall
transact such other business as may properly be brought before the meeting.
<PAGE>

Section 3.    Notice of Annual Meeting
              ------------------------

Written notice of the place, date and hour of the annual meeting of shareholders
shall be given personally or by mail to each shareholder entitled to vote
thereat, not less than ten (10) nor more than fifty (50) days prior to the
meeting.


Section 4.    Special Meetings
              ----------------

Special meetings of the shareholders, for any purposes, unless otherwise
prescribed by law or by the Certificate of Incorporation, may be called by the
Chairman of the Board, the President or by action of the Board of Directors, and
shall be called by the President at the written request of shareholders holding
at least twenty-five percent (25%) of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.


Section 5.    Notice of Special Meeting
              -------------------------

Written notice of a special meeting of shareholders stating the place, date and
hour of the meeting, the purpose or purposes for which the meeting is called,
and by or at whose direction such notice is being issued, shall be given
personally or by mail to each shareholder entitled to vote thereat, not less
than ten (10) nor more than fifty (50) days prior to the meeting.


Section 6.    Quorum
              ------

Except as otherwise provided by the Certificate of Incorporation, the holders of
a majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote thereat shall be necessary to and shall
constitute a quorum for the transaction of business at all meetings of the
shareholders. if a quorum shall not be present at any meeting of the
shareholders, the shareholders entitled to vote thereat present in person or
represented by proxy shall have power to adjourn the meeting from time to time
until a quorum shall be present. At least two (2) days prior to the adjourned
meeting, notice thereof shall be given, personally or by mail, to each
shareholder entitled to vote thereat who was not present in person at the
meeting at the time originally called and, unless announced at the meeting, to
the other shareholders. At any such adjourned meeting at which a quorum may be
present, any business may be transacted which might have been transacted at the
meeting as originally called.


Section 7.    Voting
              ------

(a) At any meeting of the shareholders every shareholder having the right to
vote shall be entitled to vote in person or by proxy. Except as otherwise
provided in the Certificate of incorporation, each shareholder shall have one
(1) vote for each share of capital stock having voting power which is registered
in his name on the books of the Corporation. Except where another date shall
have been fixed as a record date for the determination of shareholders entitled
to vote, no share of capital stock shall be voted at any election of Directors
which shall have been transferred on the books of the Corporation within ten
(10) days next preceding such election of Directors.

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<PAGE>

(b) Except as otherwise provided by law or by the Certificate of Incorporation
or these By-Laws, all elections of Directors shall be decided by a plurality of
the votes cast and all other matters shall be decided by a majority of the votes
cast.

(c) At each meeting of the shareholders, the polls shall be opened and closed,
the proxies and ballots shall be received and be taken in charge, and all
questions touching the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by two (2) inspectors. Such
inspectors shall be appointed by the Chairman of the meeting. If, for any
reason, any of the inspectors appointed shall fail to attend or refuse or be
unable to serve, inspectors in place of any so failing to attend or refusing or
unable to serve shall be appointed in like manner. Such inspectors, before
entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of inspectors at such meeting with strict impartiality and
according to the best of their ability, and the oath so taken shall be
subscribed by them.


Section 8.    Proxies
              -------

A proxy, to be valid, shall be executed in writing by the shareholder or by his
attorney-in-fact. No proxy shall he valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it, except in
those cases where an irrevocable proxy is permitted by law.


Section 9.    Consents
              --------

Whenever by any provision of law or of the Certificate of incorporation or of
these By-Laws the vote of shareholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action, the meeting and
vote of shareholders may be dispensed with if all the shareholders who would
have been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken. Nothing in this Section
9 shall be construed so as to alter or modify any provision of law under which
the written consent of the holders of less than all outstanding shares is
sufficient for corporate action.



                                   ARTICLE III

                                    DIRECTORS
                                    ---------

Section 1.    Number; Tenure
              --------------

(a) The number of Directors constituting the entire Board of Directors shall be
fixed from time to time by resolution of the Board but shall not be less than
three (3), except that where all the shares of the Corporation are owned
beneficially and of record by less than three (3) shareholders, the number of

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<PAGE>

Directors may be less than three (3) but not less than the number of
shareholders. Absent any such determination by the Board of Directors, the Board
of Directors shall be three (3) in number.

(b) Directors shall be elected at the annual meeting of the shareholders, except
as provided in Section 3 of this Article III, and each Director shall be elected
to serve until his successor has been elected and has qualified.


Section 2.    Resignation; Removal
              --------------------

Any Director may resign at any time. The Board of Directors may, by a majority
vote of the Directors then in office, remove a Director for cause. Any or all of
the Directors may be removed without cause by a vote of the shareholders. These
provisions for the removal of Directors shall apply to the extent permitted by
the laws of the State of New Jersey.


Section 3.    Vacancies
              ---------

If any vacancies occur in the Board of Directors by reason of the death,
resignation, retirement, disqualification or removal from office of any Director
with or without cause or if any new directorships are created, all of the
Directors then in office may, by majority vote, choose successors, or fill the
newly created directorships, and the Directors so chosen shall hold office until
the next annual meeting of the shareholders and until their successors shall be
duly' elected and qualified, unless sooner displaced; provided, however, that if
in the event of any such vacancy, the Directors remaining in office shall be
unable to fill such vacancy within thirty (30) days of the occurrence thereof a
special meeting of the shareholders may be called in the manner specified in
Section 4 of Article 11 at which meeting such vacancy may be filled.


Section 4.    Executive Committee and Other Committees
              ----------------------------------------

The Board of Directors, by resolution adopted by a majority of all Directors
then in office, may designate from among its members an Executive Committee and
other Committees, each consisting of two or more Directors, which Committees
shall serve at the pleasure of the Board of Directors. The Board of Directors
may designate one (1) or more Directors as alternate members of any such
Committee, who may replace any absent member or members of such Committee. The
Board of Directors, by resolution adopted by a majority of all Directors then in
office, may remove a member of any such Committee with or without cause. To the
extent provided in said resolution and to the extent permitted by the laws of
the State of New Jersey, each such Committee shall have and may exercise the
powers of the Board of Directors. Each of such Committees shall keep regular
minutes of its proceedings and shall report thereon to the Board from time to
time as required.

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<PAGE>

                                   ARTICLE IV

                              MEETINGS OF THE BOARD
                              ---------------------

Section 1.    Place
              -----

The Board of Directors of the Corporation may hold meetings, both regular and
special, either within or without the State of New Jersey.


Section 2.    Regular Meetings
              ----------------

Regular meetings of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by the Board.


Section 3.    Special Meeting
              ---------------

Special meetings of the Board of Directors may be called by the Chairman of the
Board, if any, or by the President or the Secretary on two (2) days' notice to
each Director, either personally or by mail, by telegram or by facsimile
transmission; special meetings shall be called by the Chairman of the Board, if
any, President or Secretary in like manner and on like notice an the written
request of not less than two (2) Directors.


Section 4.    Quorum
              ------

At all meetings of the Board of Directors, a majority of the Directors then in
office shall be necessary to constitute a quorum for the transaction of business
except for a special meeting of the Board of Directors to consider the
dissolution of the Corporation at which all of the Directors then in office
shall be necessary to constitute a quorum. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the Directors present
thereat may adjourn the meeting from time to time until a quorum shall be
present. Two (2) days' notice of any such adjournment shall be given, either
personally or by maiI or by telegram, to each Director who was not present and
unless announced at the meeting, to the other Directors.


Section 5.    Voting
              ------

Except with respect to special meetings of the Board of Directors to consider
the dissolution of the Corporation, the number of votes of Directors that shall
be necessary for the transaction of any business at any meeting of Directors
shall be that of a majority of the Directors then in office unless the
Certificate of Incorporation shall provide for a greater number. In such latter
event, the vote of the number of Directors provided for in the Certificate of
Incorporation shall be required to transact such business.

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<PAGE>

Section 6.    Participation in Meetings by Electronic Means
              ---------------------------------------------

Any one (1) or more members of the Board of Directors or any committee thereof
may participate in a meeting of the Board of Directors or any Committee thereof
by means of a conference telephone or similar communication equipment allowing
all persons participating in such meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such meeting.


Section 7.    Action in Lieu of Meeting
              -------------------------

Any action required or permitted to be taken by the Board of Directors or any
Committee thereof may be taken without a meeting if all members of the Board of
Directors or the Committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the Board of Directors or Committee shall be filed with the minutes
of the proceedings of the Board of Directors or Committee.


Section 8.    Compensation
              ------------

Directors, as such, shall not receive any stated salary for their services, but,
by resolution of the Board of Directors, a fixed fee and expenses of attendance,
if any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.



                                    ARTICLE V

                                     NOTICES
                                     -------

Section 1.    Form; Delivery
              --------------

Notices to Directors and shareholders shall be in writing and may be delivered
personally or by mail or, to Directors, by telegram or facsimile transmission.
Such notice is deemed to be given, if by mail, when deposited in the United
States mail, with postage thereon prepaid, if by telegram when ordered or, if a
delayed delivery is ordered, as of such delayed delivery time, and, if by
facsimile transmission when receipt of such transmission is electronically
acknowledged, and directed to Directors or shareholders at their addresses as
they appear on the records of the Corporation.


Section 2.    Waiver
              ------

Whenever a notice is required to be given by any statute, the Certificate of
Incorporation or these By-Laws, 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 such notice. In addition, any
shareholder attending a meeting of shareholders in person or by proxy without

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<PAGE>

protesting prior to the conclusion of the meeting the lack of notice thereof to
him, and any Director attending a meeting of the Board of Directors without
protesting prior to the meeting or at its commencement such lack of notice shall
be conclusively deemed to have waived notice of such meeting.



                                   ARTICLE VI

                                    OFFICERS
                                    --------

Section 1.    Officers
              --------

The officers of the corporation shall be a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers including a
Chairman of the Board as may be determined by the Board of Directors.


Section 2.    Authorities and Duties
              ----------------------

All officers, as between themselves and the Corporation shall have such
authority and perform such dirties in the management of the Corporation as may
be provided in these By-Laws, or, to the extent not so provided, by the Board of
Directors.


Section 3.    Term of Office; Removal
              -----------------------

All officers shall he elected by the Board of Directors and shall hold office
for such time as may be prescribed by the Board. Any officer or agent elected or
appointed by the Board may be removed with or without cause at any time by the
Board.


Section 4.    Compensation
              ------------

The compensation of all officers of the Corporation shall he fixed by the Board
of Directors, and the compensation of agents shall either be so fixed or shall
be fixed by officers thereunto duly authorized. The fact that any officer is a
Director shall not preclude him from receiving a salary as an officer, or from
voting upon the resolution providing the same.


Section 5.    Vacancies
              ---------

If an office becomes vacant for any reason, the Board of Directors may fill the
vacancy. Any officer so appointed or elected by the Board shalI serve only until
the unexpired term of his predecessor shall have expired unless re-elected by
the Board.

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<PAGE>

Section 6.    The Chairman of the Board
              -------------------------

The Chairman Of the Board of Directors, if one be elected, shall preside at all
meetings of the Board Of Directors and shall perform such other duties as from
time to time may be assigned to him by the Board of Directors.


Section 7.    The President
              -------------

The President shall be the Chief Executive Officer of the Corporation; he or she
shall preside at all meetings of the shareholders; he shall be ex-Officio a
member of all standing committees, shall have general and active management and
control of the business and affairs of the Corporation, subject to the control
of the Board Of Directors and shall see that all orders and resolutions of the
Board are carried into effect.


Section 8.    The Vice-President
              ------------------

The 'Vice-President or, if there be more than one, the Vice Presidents in the
order of their seniority or in any other order determined by the Board of
Directors, shall in the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall generally assist the
President and perform such other duties as the Board or President shall
prescribe.


Section 9.    The Secretary
              -------------

The Secretary shall attend all meetings of the Board of Directors and all
meetings of the shareholders and record all 'votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing Committees when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board,
and shall perform such other duties as may be prescribed by the Board or the
President, under whose supervision he shall act. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Treasurer or
Assistant Secretary. He shall keep in safe custody the share certificate books
and shareholder records and such other books and records as the Board may direct
and shall perform all other duties incident to the office of the Secretary.


Section 10.   Assistant Secretary
              -------------------

During the absence or disability of the Secretary, any Assistant Secretary, or
it there be more than one, the one so designated by the Secretary or by the
Board of Directors, shall have all the powers and functions of the Secretary.

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<PAGE>

Section 11.   The Treasurer
              -------------

The Treasurer, if one shall be elected, shall have the care and custody of the
corporate funds and other valuable effects, including securities, and shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render the President and Directors, at the regular
meeting of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.


Section 12.   The Assistant Treasurer
              -----------------------

During the absence or disability of the Treasurer, any Assistant Treasurer, or
it there be more than one, the one so designated by the Treasurer or by the
Board of Directors, shall have all the powers and functions of the Treasurer.


Section 13.   Bonds
              -----

In case the Board of Directors shall so require, any officer or agent of the
Corporation shall give the Corporation a bond f or such term, in such sum and
with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his office, and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.



                                   ARTICLE VII

                               SHARE CERTIFICATES
                               ------------------

Section 1.    Form; Signature
              ---------------

The certificates for shares of capital stock of the Corporation shall be in such
form as shall be determined by the Board of Directors and shall be numbered
consecutively and entered in books of the Corporation as they are issued. Each
certificate shall exhibit the registered holder's name and the number and class
of shares, and shall be signed by the President or a Vice-President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
and shall bear the seal of the Corporation or a facsimile thereof. Where any
such certificate is countersigned by a transfer agent, or registered by a
registrar, the Signature of any such officer may be a facsimile signature. In
case any officer who signed or whose facsimile signature or signatures was
placed on any such certificate shall have ceased to be such Officer before such
certificate is issued, it may nevertheless be issued by the, Corporation with
the same effect as if he were such officer at the date of issue.

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<PAGE>

Section 2.    Lost Certificates
              -----------------

The Board of Directors may direct a new share certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct an indemnity against any claim that may he made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.


Section 3.    Registration of Transfer
              ------------------------

Upon surrender to the Corporation or any transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation or such transfer agent to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.


Section 4.    Registered Shareholders
              -----------------------

Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividend or other distributions and to vote as such owner,
and to hold liable for calls and assessments a person registered on its book as
the owner of shares, and shall not be found to recognize an equitable or legal
claim to or interest in such share or shares on the part of any other person,
whether or not it has actual or other notice thereof.


Section 5.    Record Date
              -----------

For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action affecting the
interest of shareholders, the Board of Directors may fix, in advance, a record
date. Such date shall not be more than fifty (50) nor less than ten (10) days
before the date of any such meeting, nor more than fifty (50) days prior to any
other action.

In each such case, except as otherwise provided by law, only such persons as
shall be shareholders of record on the date so fixed shall be entitled to notice
of, and to vote at, such meeting and any adjournment thereof, or to express such
consent or dissent, or to receive payment of such dividend or such allotment or

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<PAGE>

rights, or otherwise to be recognized as shareholders for the related purpose,
notwithstanding any registration or transfer of shares on the books of the
Corporation after any such record date so fixed.



                                  ARTICLE VIII

                               GENERAL PROVISIONS
                               ------------------

Section 1.    Fiscal Year
              -----------

The fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.


Section 2.    Dividends
              ---------

Dividends upon the capital stock of the corporation may be declared by the Board
of Directors at any regular or special meeting and may be paid in cash, in
property or in shares of the capital stock, subject to the laws of the State of
New Jersey.


Section 3.    Reserves
              --------

Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes as the Board shall deem
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve in the manner in which it was created.


Section 4.    Checks
              ------

All checks or demands for money and notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.

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<PAGE>

Section 5.    Seal
              ----

The corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal New Jersey". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.



                                   ARTICLE IX

                                 INDEMNIFICATION
                                 ---------------

Section 1.    Actions bv or in the Right of the Corporation
              ---------------------------------------------

Any person made a party to an action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a Director or officer 'f the Corporation shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys, fees, actually and necessarily incurred by him in connection with the
defense of such action or in connection with an appeal thereof, to the fullest
extent permitted by the laws of State of New Jersey.


Section 2.    Action or Proceeding Other than by or in the Right of the
              ---------------------------------------------------------
              Corporation
              -----------

Any person made or threatened to be made a party to an action or proceeding
other than one by or in the right of the Corporation to procure a judgment in
its favor, whether civil or criminal, including an action by or in the right of
any other corporation of any type or kind, domestic or foreign, which any
Director or officer of the Corporation served in any capacity at the request of
the Corporation, by reason of the fact that he, his testator or intestate, was a
Director or officer of the Corporation, or served such other corporation in any
capacity, shall be indemnified by the Corporation against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys, fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such Director or officer acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
Corporation and, in criminal actions or proceedings, in which he had no
reasonable cause to believe that his conduct was unlawful. The termination of
any such civil or criminal action or proceeding by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not in
itself create a presumption that any such Director or officer did not act in
good faith for a purpose which he reasonably believed to be in the best
interests of the Corporation or that he had reasonable cause to believe that his
conduct was unlawful.

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<PAGE>

Section 3.    Opinion of Counsel
              ------------------

In taking any action or making any determination pursuant to this Article, the
Board of Directors and each Director, officer or employee, whether or not
interested in any such action or determination, may rely upon an opinion of
counsel selected by the Board.


Section 4.    Other Indemnification; Limitation
              ---------------------------------

Officers and Directors shall also be indemnified to the fullest extent permitted
under Section 14A: 3-5 of the Business Corporation Act of the State of New
Jersey, as amended from time to time. The Corporation's obligations under this
Article shall not be exclusive or in limitation of but shall he in addition to
any other rights to which any such person may be entitled under any other
Provision of these By-Laws, or by contract, or as a matter of law, or otherwise.
All of the provisions of this Article IX of the By-Laws shall be valid only to
the extent permitted by the Certificate of Incorporation and the laws of the
State of New Jersey.



                                    ARTICLE X

                                   AMENDMENTS
                                   ----------

Section 1.    Power to Amend
              --------------

These By-Laws shall be subject to amendment or repeal and additional By-Laws may
be adopted either by the Board of Directors at any regular or special meeting of
the Board or by written consent in lieu of a meeting, or by the shareholders at
any regular or special meeting of the shareholders, or by written consent in
lieu of a meeting.


Section 2.    Amendment Affecting Election of Directors; Notice
              -------------------------------------------------

If any By-Law regulating an impending election of Directors is adopted, amended
or repealed by the Board, there shall be set forth in the notice of the next
meeting of shareholders for the election of Directors the By-Law so adopted,
amended or repealed, together with a concise statement of the changes made.

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