AMENDED AND RESTATED

                                  BY-LAWS

                                     OF

                          RARE MEDIUM GROUP, INC.

                   (hereinafter called the "Corporation")


                                 ARTICLE I

                                  OFFICES

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

        Section 2.     Other Offices.  The Corporation may also have
 offices at such other places both within and without the State of Delaware
 as the Board of Directors may from time to time determine.


                                 ARTICLE II

                          MEETINGS OF STOCKHOLDERS

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

        Section 2.     Annual Meetings.  The Annual Meetings of
 Stockholders for the election of directors shall be held on such date and
 at such time as shall be designated from time to time by the Board of
 Directors.  Any other proper business may be transacted at the Annual
 Meeting of Stockholders.

        Section 3.     Special Meetings.  Unless otherwise required by law
 or by the certificate of incorporation of the Corporation, as amended and
 restated from time to time (the "Certificate of Incorporation"), Special
 Meetings of Stockholders, for any purpose or purposes, may be called by
 either (i) the Chairman, if there be one, (ii) the Chief Executive Officer,
 if there be one, or (iii) the President, (iv) any Vice President, if there
 be one, (v) the Secretary or (vi) any Assistant Secretary, if there be one,
 and shall be called by any such officer at the request in writing of (i)
 the Board of Directors, (ii) a committee of the Board of Directors that has
 been duly designated by the Board of Directors and whose powers and
 authority include the power to call such meetings or (iii) stockholders
 owning a majority of the capital stock of the Corporation issued and
 outstanding and entitled to vote.  Such request shall state the purpose or
 purposes of the proposed meeting.  At a Special Meeting of Stockholders,
 only such business shall be conducted as shall be specified in the notice
 of meeting (or any supplement thereto).

        Section 4.     Notice.  Whenever stockholders are required or
 permitted to take any action at a meeting, a written notice of the meeting
 shall be given which shall state the place, date and hour of the meeting,
 and, in the case of a special meeting, the purpose or purposes for which
 the meeting is called.  Unless otherwise required by law, the written
 notice of any meeting shall be given not less than ten nor more than sixty
 days before the date of the meeting to each stockholder entitled to vote at
 such meeting.

        Section 5.     Adjournments.  Any meeting of the stockholders may
 be adjourned from time to time to reconvene at the same or some other
 place, and notice need not be given of any such adjourned meeting if the
 time and place thereof are announced at the meeting at which the
 adjournment is taken.  At the adjourned meeting, the Corporation may
 transact any business which might have been transacted at the original
 meeting.  If the adjournment is for more than thirty days, or if after the
 adjournment a new record date is fixed for the adjourned meeting, notice of
 the adjourned meeting shall be given to each stockholder of record entitled
 to vote at the meeting.

        Section 6.     Quorum.  Unless otherwise required by law or the
 Certificate of Incorporation, the holders of a majority of the capital
 stock issued and outstanding and entitled to vote thereat, present in
 person or represented by proxy, shall constitute a quorum at all meetings
 of the stockholders for the transaction of business.  A quorum, once
 established, shall not be broken by the withdrawal of enough votes to leave
 less than a quorum.  If, however, such quorum shall not be present or
 represented at any meeting of the stockholders, the stockholders entitled
 to vote thereat, present in person or represented by proxy, shall have
 power to adjourn the meeting from time to time, in the manner provided in
 Section 5, until a quorum shall be present or represented.

        Section 7.     Voting.  Unless otherwise required by law, the
 Certificate of Incorporation or these By-laws, any question brought before
 any meeting of stockholders, other than the election of directors, shall be
 decided by the vote of the holders of a majority of the total number of
 votes of the capital stock represented and entitled to vote thereat, voting
 as a single class.  Unless otherwise provided in the Certificate of
 Incorporation, and subject to Section 5 of Article V hereof, each
 stockholder represented at a meeting of stockholders shall be entitled to
 cast one vote for each share of the capital stock entitled to vote thereat
 held by such stockholder.  Such votes may be cast in person or by proxy but
 no proxy shall be voted on or after three years from its date, unless such
 proxy provides for a longer period.  The Board of Directors, in its
 discretion, or the officer of the Corporation presiding at a meeting of
 stockholders, in such officer's discretion, may require that any votes cast
 at such meeting shall be cast by written ballot.

        Section 8.     Consent of Stockholders in Lieu of Meeting.  Unless
 otherwise provided in the Certificate of Incorporation, any action required
 or permitted to be taken at any Annual or Special Meeting of Stockholders
 of the Corporation, may be taken without a meeting, without prior notice
 and without a vote, if a consent or consents in writing, setting forth the
 action so taken, shall be signed by the holders of outstanding stock having
 not less than the minimum number of votes that would be necessary to
 authorize or take such action at a meeting at which all shares entitled to
 vote thereon were present and voted and shall be delivered to the
 Corporation by delivery to its registered office in the State of Delaware,
 its principal place of business, or an officer or agent of the corporation
 having custody of the book in which proceedings of meetings of stockholders
 are recorded.  Delivery made to the Corporation's registered office shall
 be by hand or by certified or registered mail, return receipt requested.
 Every written consent shall bear the date of signature of each stockholder
 who signs the consent and no written consent shall be effective to take the
 corporate action referred to therein unless, within sixty days of the
 earliest dated consent delivered in the manner required by this Section 8
 to the Corporation, written consents signed by a sufficient number of
 holders to take action are delivered to the Corporation by delivery to its
 registered office in the state of Delaware, its principal place of
 business, or an officer or agent of the Corporation having custody of the
 book in which proceedings of meetings of stockholders are recorded.  Prompt
 notice of the taking of the corporate action without a meeting by less than
 unanimous written consent shall be given to those stockholders who have not
 consented in writing and who, if the action had been taken at a meeting,
 would have been entitled to notice of the meeting if the record date for
 such meeting had been the date that written consents signed by a sufficient
 number of holders to take the action were delivered to the Corporation as
 provided above in this section.

        Section 9.     List of Stockholders Entitled to Vote.  The officer
 of the Corporation who has charge of the stock ledger of the Corporation
 shall prepare and make, at least ten days before every meeting of
 stockholders, a complete list of the stockholders entitled to vote at the
 meeting, arranged in alphabetical order, and showing the address of each
 stockholder and the number of shares registered in the name of each
 stockholder.  Such list shall be open to the examination of any
 stockholder, for any purpose germane to the meeting, during ordinary
 business hours, for a period of at least ten days prior to the meeting
 either at a place within the city where the meeting is to be held, which
 place shall be specified in the notice of the meeting, or, if not so
 specified, at the place where the meeting is to be held.  The list shall
 also be produced and kept at the time and place of the meeting during the
 whole time thereof, and may be inspected by any stockholder of the
 Corporation who is present.

        Section 10.    Stock Ledger.  The stock ledger of the Corporation
 shall be the only evidence as to who are the stockholders entitled to
 examine the stock ledger, the list required by Section 9 of this Article II
 or the books of the Corporation, or to vote in person or by proxy at any
 meeting of stockholders.

        Section 11.    Conduct of Meetings.  The Board of Directors of the
 Corporation may adopt by resolution such rules and regulations for the
 conduct of the meeting of the stockholders as it shall deem appropriate.
 Except to the extent inconsistent with such rules and regulations as
 adopted by the Board of Directors, the chairman of any meeting of the
 stockholders shall have the right and authority to prescribe such rules,
 regulations and procedures and to do all such acts as, in the judgment of
 such chairman, are appropriate for the proper conduct of the meeting.  Such
 rules, regulations or procedures, whether adopted by the Board of Directors
 or prescribed by the chairman of the meeting, may include, without
 limitation, the following:  (i) the establishment of an agenda or order of
 business for the meeting; (ii) the determination of when the polls shall
 open and close for any given matter to be voted on at the meeting; (iii)
 rules and procedures for maintaining order at the meeting and the safety of
 those present; (iv) limitations on attendance at or participation in the
 meeting to stockholders of record of the Corporation, their duly authorized
 and constituted proxies or such other persons as the chairman of the
 meeting shall determine; (v) restrictions on entry to the meeting after the
 time fixed for the commencement thereof; and (vi) limitations on the time
 allotted to questions or comments by participants.


                                ARTICLE III

                                 DIRECTORS

        Section 1.     Number and Election of Directors.  The Board of
 Directors shall consist of not less than one nor more than fifteen members,
 the exact number of which shall initially be fixed by the Incorporator and
 thereafter from time to time by the Board of Directors.  Directors shall be
 elected by a plurality of the votes cast at the Annual Meetings of
 Stockholders (or any Special Meeting of Stockholders called for the
 purpose) and each director so elected shall hold office until the next
 Annual Meeting of Stockholders and until such director's successor is duly
 elected and qualified, or until such director's earlier death, resignation
 or removal.  Any director may resign at any time upon written notice to the
 Corporation.  Directors need not be stockholders.

        Section 2.     Vacancies.  Unless otherwise required by law or the
 Certificate of Incorporation, vacancies arising through death, resignation,
 removal, an increase in the number of directors or otherwise may be filled
 only by a majority of the directors then in office, though less than a
 quorum, or by a sole remaining director, and the directors so chosen shall
 hold office until the next annual election and until their successors are
 duly elected and qualified, or until their earlier death, resignation or
 removal.

        Section 3.     Duties and Powers.  The business and affairs of the
 Corporation shall be managed by or under the direction of the Board of
 Directors which may exercise all such powers of the Corporation and do all
 such lawful acts and things as are not by statute or by the Certificate of
 Incorporation or by these By-Laws required to be exercised or done by the
 stockholders.

        Section 4.     Meetings.  The Board of Directors may hold meetings,
 both regular and special, either within or without the State of Delaware.
 Regular meetings of the Board of Directors may be held without notice at
 such time and at such place as may from time to time be determined by the
 Board of Directors.  Special meetings of the Board of Directors may be
 called by the Chairman, if there be one, the President, or by any director.
 Notice thereof stating the place, date and hour of the meeting shall be
 given to each director either by mail not less than forty-eight (48) hours
 before the date of the meeting, by telephone or telegram on twenty-four
 (24) hours' notice, or on such shorter notice as the person or persons
 calling such meeting may deem necessary or appropriate in the
 circumstances.

        Section 5.     Quorum.  Except as otherwise required by law or the
 Certificate of Incorporation, at all meetings of the Board of Directors, a
 majority of the entire Board of Directors shall constitute a quorum for the
 transaction of business and the act of a majority of the directors present
 at any meeting at which there is a quorum shall be the act of the Board of
 Directors.  If a quorum shall not be present at any meeting of the Board of
 Directors, the directors present thereat may adjourn the meeting from time
 to time, without notice other than announcement at the meeting of the time
 and place of the adjourned meeting, until a quorum shall be present.

        Section 6.     Actions by Written Consent.  Unless otherwise
 provided in the Certificate of Incorporation, or these By-Laws, any action
 required or permitted to be taken at any meeting of the Board of Directors
 or of any committee thereof may be taken without a meeting, if all the
 members of the Board of Directors or committee, as the case may be, consent
 thereto in writing, and the writing or writings are filed with the minutes
 of proceedings of the Board of Directors or committee.

        Section 7.     Meetings by Means of Conference Telephone.  Unless
 otherwise provided in the Certificate of Incorporation, members of the
 Board of Directors of the Corporation, or any committee thereof, may
 participate in a meeting of the Board of Directors or such committee by
 means of a conference telephone or similar communications equipment by
 means of which all persons participating in the meeting can hear each
 other, and participation in a meeting pursuant to this Section 6 shall
 constitute presence in person at such meeting.

        Section 8.     Committees.  The Board of Directors may designate
 one or more committees, each committee to consist of one or more of the
 directors of the Corporation.  The Board of Directors may designate one or
 more directors as alternate members of any committee, who may replace any
 absent or disqualified member at any meeting of any such committee.  In the
 absence or disqualification of a member of a committee, and in the absence
 of a designation by the Board of Directors of an alternate member to
 replace the absent or disqualified member, the member or members thereof
 present at any meeting and not disqualified from voting, whether or not
 such member or members constitute a quorum, may unanimously appoint another
 member of the Board of Directors to act at the meeting in the place of any
 absent or disqualified member.  Any committee, to the extent permitted by
 law and provided in the resolution establishing such committee, shall have
 and may exercise all the powers and authority of the Board of Directors in
 the management of the business and affairs of the Corporation, and may
 authorize the seal of the Corporation to be affixed to all papers which may
 require it.  Each committee shall keep regular minutes and report to the
 Board of Directors when required.

        Section 9.     Compensation.  The directors may be  paid their
 expenses, if any, of attendance at each meeting of the Board of Directors
 and may be paid a fixed sum for attendance at each meeting of the Board of
 Directors or a stated salary as director, payable in cash or securities.
 No such payment shall preclude any director from serving the Corporation in
 any other capacity and receiving compensation therefor.  Members of special
 or standing committees may be allowed like compensation for attending
 committee meetings.

        Section 10.    Interested Directors.  No contract or transaction
 between the Corporation and one or more of its directors or officers, or
 between the Corporation and any other corporation, partnership,
 association, or other organization in which one or more of its directors or
 officers are directors or officers or have a financial interest, shall be
 void or voidable solely for this reason, or solely because the director or
 officer is present at or participates in the meeting of the Board of
 Directors or committee thereof which authorizes the contract or
 transaction, or solely because the director or officer's vote is counted
 for such purpose if (i) the material facts as to the director or officer's
 relationship or interest and as to the contract or transaction are
 disclosed or are known to the Board of Directors or the committee, and the
 Board of Directors or committee in good faith authorizes the contract or
 transaction by the affirmative votes of a majority of the disinterested
 directors, even though the disinterested directors be less than a quorum;
 or (ii) the material facts as to the director or officer's relationship or
 interest and as to the contract or transaction are disclosed or are known
 to the stockholders entitled to vote thereon, and the contract or
 transaction is specifically approved in good faith by vote of the
 stockholders; or (iii) the contract or transaction is fair as to the
 Corporation as of the time it is authorized, approved or ratified by the
 Board of Directors, a committee thereof or the stockholders.  Common or
 interested directors may be counted in determining the presence of a quorum
 at a meeting of the Board of Directors or of a committee which authorizes
 the contract or transaction.


                                 ARTICLE IV

                                  OFFICERS

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

        Section 2.     Election.  The Board of Directors, at its first
 meeting held after each Annual Meeting of Stockholders (or action by
 written consent of stockholders in lieu of the Annual Meeting of
 Stockholders), shall elect the officers of the Corporation who shall hold
 their offices for such terms and shall exercise such powers and perform
 such duties as shall be determined from time to time by the Board of
 Directors; and all officers of the Corporation shall hold office until
 their successors are chosen and qualified, or until their earlier death,
 resignation or removal.  Any officer elected by the Board of Directors may
 be removed at any time by the affirmative vote of the Board of Directors.
 Any vacancy occurring in any office of the Corporation shall be filled by
 the Board of Directors.  The salaries of all officers of the Corporation
 shall be fixed by the Board of Directors.

        Section 3.     Voting Securities Owned by the Corporation.  Powers
 of attorney, proxies, waivers of notice of meeting, consents and other
 instruments relating to securities owned by the Corporation may be executed
 in the name of and on behalf of the Corporation by the President or any
 Vice President or any other officer authorized to do so by the Board of
 Directors and any such officer may, in the name of and on behalf of the
 Corporation, take all such action as any such officer may deem advisable to
 vote in person or by proxy at any meeting of security holders of any
 corporation in which the Corporation may own securities and at any such
 meeting shall possess and may exercise any and all rights and power
 incident to the ownership of such securities and which, as the owner
 thereof, the Corporation might have exercised and possessed if present.
 The Board of Directors may, by resolution, from time to time confer like
 powers upon any other person or persons.

        Section 4.     Chairman of the Board of Directors.  The Chairman of
 the Board of Directors, if there be one, shall preside at all meetings of
 the stockholders and of the Board of Directors.  Except where by law the
 signature of the President is required, the Chairman of the Board of
 Directors shall possess the same power as the President to sign all
 contracts, certificates and other instruments of the Corporation which may
 be authorized by the Board of Directors.  During the absence or disability
 of the Chief Executive Officer, or if there be none, the Chairman of the
 Board of Directors shall exercise all the powers and discharge all the
 duties of the Chief Executive Officer.  The Chairman of the Board of
 Directors shall also perform such other duties and may exercise such other
 powers as may from time to time be assigned by these By-Laws or by the
 Board of Directors.

        Section 5.     Chief Executive Officer.  The Chief Executive
 Officer shall, if there be one, subject to the control of the Board of
 Directors and, if there be one, the Chairman of the Board of Directors,
 have general supervision of the business of the Corporation and shall see
 that all orders and resolutions of the Board of Directors are carried into
 effect.  Except where by law the signature of the President is required,
 the Chief Executive Officer shall possess the same power as the President
 to sign all contracts, certificates and other instruments of the
 Corporation which may be authorized by the Board of Directors. In the
 absence or disability of the Chairman of the Board of Directors, or if
 there be none, the Chief Executive Officer shall preside at all meetings of
 the stockholders and the Board of Directors.  During the absence or
 disability of the President, the Chief Executive Officer shall exercise all
 the powers and discharge all the duties of the President. The Chief
 Executive Officer shall also perform such other duties and may exercise
 such other powers as may from time to time be assigned to such officer by
 these By-Laws or by the Board of Directors.

        Section 6.     President.  The President shall execute all bonds,
 mortgages, contracts and other instruments of the Corporation requiring a
 seal, under the seal of the Corporation, except where required or permitted
 by law to be otherwise signed and executed and except that the other
 officers of the Corporation may sign and execute documents when so
 authorized by these By-Laws, the Board of Directors, the Chief Executive
 Officer or the President.  In the absence or disability of the Chairman of
 the Board of Directors and the Chief Executive Officer, or if there be no
 Chairman of the Board of Directors and no Chief Executive Officer, the
 President shall, subject to the control of the Board of Directors, exercise
 all the powers and discharge all the duties of the Chairman of the Board of
 Directors and the Chief Executive Officer.  The President shall also
 perform such other duties and may exercise such other powers as may from
 time to time be assigned to such officer by these By-Laws or by the Board
 of Directors.

        Section 7.     Vice Presidents.  At the request of the President or
 in the President's absence or in the event of the President's inability or
 refusal to act (and if there be no Chairman of the Board of Directors and
 no Chief Executive Officer), the Vice President, or the Vice Presidents if
 there is more than one (in the order designated by the Board of Directors),
 shall perform the duties of the President, and when so acting, shall have
 all the powers of and be subject to all the restrictions upon the
 President.  Each Vice President shall perform such other duties and have
 such other powers as the Board of Directors from time to time may
 prescribe.  If there be no Chairman of the Board of Directors, no Chief
 Executive Officer and no Vice President, the Board of Directors shall
 designate the officer of the Corporation who, in the absence of the
 President or in the event of the inability or refusal of the President to
 act, shall perform the duties of the President, and when so acting, shall
 have all the powers of and be subject to all the restrictions upon the
 President.

        Section 8.     Secretary.  The Secretary shall attend all meetings
 of the Board of Directors and all meetings of stockholders and record all
 the proceedings thereat in a book or books to be kept for that purpose; the
 Secretary shall also perform like duties for committees of the Board of
 Directors when required.  The Secretary shall give, or cause to be given,
 notice of all meetings of the stockholders and special meetings of the
 Board of Directors, and shall perform such other duties as may be
 prescribed by the Board of Directors, the Chairman of the Board of
 Directors, the Chief Executive Officer or the President, under whose
 supervision the Secretary shall be.  If the Secretary shall be unable or
 shall refuse to cause to be given notice of all meetings of the
 stockholders and special meetings of the Board of Directors, and if there
 be no Assistant Secretary, then the Board of Directors, the Chief Executive
 Officer or the President may choose another officer to cause such notice to
 be given.  The Secretary shall have custody of the seal of the Corporation
 and the Secretary or any Assistant Secretary, if there be one, shall have
 authority to affix the same to any instrument requiring it and when so
 affixed, it may be attested by the signature of the Secretary or by the
 signature of any such Assistant Secretary.  The Board of Directors may give
 general authority to any other officer to affix the seal of the Corporation
 and to attest to the affixing by such officer's signature.  The Secretary
 shall see that all books, reports, statements, certificates and other
 documents and records required by law to be kept or filed are properly kept
 or filed, as the case may be.

        Section 9.     Treasurer.  The Treasurer shall have the custody of
 the corporate funds and securities and shall keep full and accurate
 accounts of receipts and disbursements in books belonging to the
 Corporation and shall deposit all moneys and other valuable effects in the
 name and to the credit of the Corporation in such depositories as may be
 designated by the Board of Directors.  The Treasurer shall disburse the
 funds of the Corporation as may be ordered by the Board of Directors,
 taking proper vouchers for such disbursements, and shall render to the
 President and the Board of Directors, at its regular meetings, or when the
 Board of Directors so requires, an account of all transactions as Treasurer
 and of the financial condition of the Corporation.  If required by the
 Board of Directors, the Treasurer shall give the Corporation a bond in such
 sum and with such surety or sureties as shall be satisfactory to the Board
 of Directors for the faithful performance of the duties of the office of
 the Treasurer and for the restoration to the Corporation, in case of the
 Treasurer's death, resignation, retirement or removal from office, of all
 books, papers, vouchers, money and other property of whatever kind in the
 Treasurer's possession or under the Treasurer's control belonging to the
 Corporation.

        Section 10.    Assistant Secretaries.  Assistant Secretaries, if
 there be any, shall perform such duties and have such powers as from time
 to time may be assigned to them by the Board of Directors, the Chief
 Executive Officer, the President, any Vice President, if there be one, or
 the Secretary, and in the absence of the Secretary or in the event of the
 Secretary's disability or refusal to act, shall perform the duties of the
 Secretary, and when so acting, shall have all the powers of and be subject
 to all the restrictions upon the Secretary.

        Section 11.    Assistant Treasurers.  Assistant Treasurers, if
 there be any, shall perform such duties and have such powers as from time
 to time may be assigned to them by the Board of Directors, the Chief
 Executive Officer, the President, any Vice President, if there be one, or
 the Treasurer, and in the absence of the Treasurer or in the event of the
 Treasurer's disability or refusal to act, shall perform the duties of the
 Treasurer, and when so acting, shall have all the powers of and be subject
 to all the restrictions upon the Treasurer.  If required by the Board of
 Directors, an Assistant Treasurer shall give the Corporation a bond in such
 sum and with such surety or sureties as shall be satisfactory to the Board
 of Directors for the faithful performance of the duties of the office of
 Assistant Treasurer and for the restoration to the Corporation, in case of
 the Assistant Treasurer's death, resignation, retirement or removal from
 office, of all books, papers, vouchers, money and other property of
 whatever kind in the Assistant Treasurer's possession or under the
 Assistant Treasurer's control belonging to the Corporation.

        Section 12.    Other Officers.  Such other officers as the Board of
 Directors may choose shall perform such duties and have such powers as from
 time to time may be assigned to them by the Board of Directors.  The Board
 of Directors may delegate to any other officer of the Corporation the power
 to choose such other officers and to prescribe their respective duties and
 powers.


                                 ARTICLE V

                                   STOCK

        Section 1.     Form of Certificates.  Every holder of stock in the
 Corporation shall be entitled to have a certificate signed, in the name of
 the Corporation (i) by the Chairman of the Board of Directors, the
 President or a Vice President and (ii) by the Treasurer or an Assistant
 Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
 certifying the number of shares owned by such stockholder in the
 Corporation.

        Section 2.     Signatures.  Any or all of the signatures on a
 certificate may be a facsimile.  In case any officer, transfer agent or
 registrar who has signed or whose facsimile signature has been placed upon
 a certificate shall have ceased to be such officer, transfer agent or
 registrar before such certificate is issued, it may be issued by the
 Corporation with the same effect as if such person were such officer,
 transfer agent or registrar at the date of issue.

        Section 3.     Lost Certificates.  The Board of Directors may
 direct a new certificate to be issued in place of any certificate
 theretofore issued by the Corporation alleged to have been lost, stolen or
 destroyed, upon the making of an affidavit of that fact by the person
 claiming the certificate of stock to be lost, stolen or destroyed.  When
 authorizing such issue of a new certificate, the Board of Directors may, in
 its discretion and as a condition precedent to the issuance thereof,
 require the owner of such lost, stolen or destroyed certificate, or the
 owner's legal representative, to advertise the same in such manner as the
 Board of Directors shall require and/or to give the Corporation a bond in
 such sum as it may direct as indemnity against any claim that may be made
 against the Corporation with respect to the certificate alleged to have
 been lost, stolen or destroyed or the issuance of such new certificate.

        Section 4.     Transfers.  Stock of the Corporation shall be
 transferable in the manner prescribed by law and in these By-Laws.
 Transfers of stock shall be made on the books of the Corporation only by
 the person named in the certificate or by such person's attorney lawfully
 constituted in writing and upon the surrender of the certificate therefor,
 which shall be cancelled before a new certificate shall be issued.  No
 transfer of stock shall be valid as against the Corporation for any purpose
 until it shall have been entered in the stock records of the Corporation by
 an entry showing from and to whom transferred.

        Section 5.     Record Date.

        (a)  In order that the Corporation may determine the stockholders
 entitled to notice of or to vote at any meeting of stockholders or any
 adjournment thereof, the Board of Directors may fix a record date, which
 record date shall not precede the date upon which the resolution fixing the
 record date is adopted by the Board of Directors, and which record date
 shall not be more than sixty nor less than ten days before the date of such
 meeting.  If no record date is fixed by the Board of Directors, the record
 date for determining stockholders entitled to notice of or to vote at a
 meeting of stockholders shall be at the close of business on the day next
 preceding the day on which notice is given, or, if notice is waived, at the
 close of business on the day next preceding the day on which the meeting is
 held.  A determination of stockholders of record entitled to notice of or
 to vote at a meeting of stockholders shall apply to any adjournment of the
 meeting; providing, however, that the Board of Directors may fix a new
 record date for the adjourned meeting.

        (b)  In order that the Corporation may determine the stockholders
 entitled to consent to corporate action in writing without a meeting, the
 Board of Directors may fix a record date, which record date shall not
 precede the date upon which the resolution fixing the record date is
 adopted by the Board of Directors, and which record date shall not be more
 than ten days after the date upon which the resolution fixing the record
 date is adopted by the Board of Directors.  If no record date has been
 fixed by the Board of Directors, the record date for determining
 stockholders entitled to consent to corporate action in writing without a
 meeting, when no prior action by the Board of Directors is required by law,
 shall be the first date on which a signed written consent setting forth the
 action taken or proposed to be taken is delivered to the Corporation by
 delivery to its registered office in this State, its principal place of
 business, or an officer or agent of the Corporation having custody of the
 book in which proceedings of meetings of stockholders are recorded.
 Delivery made to a corporation's registered office shall be by hand or by
 certified or registered mail, return receipt requested.  If no record date
 has been fixed by the Board of Directors and prior action by the Board of
 Directors is required by law, the record date for determining stockholders
 entitled to consent to corporate action in writing without a meeting shall
 be at the close of business on the day on which the Board of Directors
 adopts the resolutions taking such prior action.

        (c)  In order that the Corporation may determine the stockholders
 entitled to receive payment of any dividend or other distribution or
 allotment of any rights or the stockholders entitled to exercise any rights
 in respect of any change, conversion or exchange of stock, or for the
 purpose of any other lawful action, the Board of Directors may fix a record
 date, which record date shall not precede the date upon which the
 resolution fixing the record date is adopted, and which record date shall
 be not more than sixty days prior to such action.  If no record date is
 fixed, the record date for determining stockholders for any such purpose
 shall be at the close of business on the day on which the Board of
 Directors adopts the resolution relating thereto.

        Section 6.     Record Owners.  The Corporation shall be entitled to
 recognize the exclusive right of a person registered on its books as the
 owner of shares to receive dividends, and to vote as such owner, and to
 hold liable for calls and assessments a person registered on its books as
 the owner of shares, and shall not be bound to recognize any equitable or
 other claim to or interest in such share or shares on the part of any other
 person, whether or not it shall have express or other notice thereof,
 except as otherwise required by law.


                                 ARTICLE VI

                                  NOTICES

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

        Section 2.     Waivers of Notice.  Whenever any notice is required
 by law, the Certificate of Incorporation or these By-Laws, to be given to
 any director, member of a committee or stockholder, a waiver thereof in
 writing, signed, by the person or persons entitled to said notice, whether
 before or after the time stated therein, shall be deemed equivalent
 thereto.  Attendance of a person at a meeting, present in person or
 represented by proxy, shall constitute a waiver of notice of such meeting,
 except where the person attends the meeting for the express purpose of
 objecting at the beginning of the meeting to the transaction of any
 business because the meeting is not lawfully called or convened.


                                ARTICLE VII

                             GENERAL PROVISIONS

        Section 1.     Dividends.  Dividends upon the capital stock of the
 Corporation, subject to the requirements of the General Corporation Law of
 the State of Delaware and the provisions of the Certificate of
 Incorporation, if any, may be declared by the Board of Directors at any
 regular or special meeting of the Board of Directors (or any action by
 written consent in lieu thereof in accordance with Section 6 of Article III
 hereof), and may be paid in cash, in property, or in shares of the
 Corporation's capital stock.  Before payment of any dividend, there may be
 set aside out of any funds of the Corporation available for dividends such
 sum or sums as the Board of Directors from time to time, in its absolute
 discretion, deems proper as a reserve or reserves to meet contingencies, or
 for equalizing dividends, or for repairing or maintaining any property of
 the Corporation, or for any proper purpose, and the Board of Directors may
 modify or abolish any such reserve.

        Section 2.     Disbursements.  All checks or demands for money and
 notes of the Corporation shall be signed by such officer or officers or
 such other person or persons as the Board of Directors may from time to
 time designate.

        Section 3.     Fiscal Year.  The fiscal year of the Corporation
 shall be fixed by resolution of the Board of Directors.  In the absence of
 such a resolution, the fiscal year of the Corporation shall end on December
 31.

        Section 4.     Corporate Seal.  The corporate seal shall have
 inscribed thereon the name of the Corporation, the year of its organization
 and the words "Corporate Seal, Delaware".  The seal may be used by causing
 it or a facsimile thereof to be impressed or affixed or reproduced or
 otherwise.


                                ARTICLE VIII

                              INDEMNIFICATION

        Section 1.     Definitions.  Certain terms used in this Article
 VIII shall be defined as follows or, where so indicated, shall include the
 following meanings in addition to their normal and their statutory
 meanings.

        "Authorized Representative" shall mean a director or officer,
 employee or agent of the Corporation, acting solely in such capacity, or a
 person serving at the request of the Corporation as a director, officer,
 partner, trustee, employee or agent of another corporation, partnership,
 joint venture, trust, committee or other enterprise 50% or more of whose
 voting stock or equitable interest shall be owned by this Corporation.

        "Criminal Third Party Proceeding" shall include any Third Party
 Proceedings involving potential criminal liability.

        "Derivative Action" shall mean any threatened, pending or completed
 action or suit by the Corporation to produce a judgment in favor of its
 shareholders, or any threatened, pending or completed action or suit in the
 right of the Corporation by its shareholders to procure a judgment in favor
 of the Corporation.

        "Disinterested Directors" shall include directors of the
 Corporation who are not parties or have no economic or other collateral
 personal benefit relating to a Third Party Proceeding or Derivative Action.

        "Party" shall include any person who is required to give testimony
 or becomes similarly involved, whether or not named in the action as a
 party thereto.

        "Third Party Proceeding" shall mean any threatened, pending or
 completed action, suit or proceeding, whether civil, criminal,
 administrative, quasi-administrative or investigative, other than an action
 by or in the right of the Corporation.

        Section 2.     Directors and Officers -- Third Party Proceedings.
 The Corporation shall indemnify any director and any officer of the
 Corporation who was or is a party or is threatened to be made a party to
 any Third Party Proceeding by reason of the fact that he or she was or is
 an Authorized Representative of the Corporation against his or her expenses
 and liabilities (including attorneys' fees), actually and reasonably
 incurred by him or her in connection with the Third Party Proceeding if he
 or she acted in good faith and in a manner reasonably believed by him or
 her to be in, or not opposed to, the best interests of the Corporation and,
 with respect to any Criminal Third Party Proceeding, had no reasonable
 cause to believe his or her conduct was unlawful or in violation of
 applicable rules.  The termination of any Third Party Proceeding by
 judgment, order, settlement, consent filing of a criminal complaint or
 information, indictment, conviction or upon a plea of nolo contendere or
 its equivalent, shall not, of itself, create a presumption that the person
 did not act in good faith and in a manner which he or she reasonably
 believed to be in, or not opposed to, the best interests of the Corporation
 or, with respect to any Criminal Third Party Proceeding, had reasonable
 cause to believe that his or her conduct was unlawful.

        Section 3.     Directors and Officers -- Derivative Actions.  The
 Corporation shall indemnify any director or officer of the Corporation who
 was or is a party or is threatened to be made a party to any Derivative
 Action by reason of the fact that the director or officer was or is an
 Authorized Representative of the Corporation, against his or her expenses
 (including attorneys' fees) actually and reasonably incurred by the
 director or officer in the action if he or she acted in good faith and in a
 manner reasonably believed by him or her to be in, or not opposed to, the
 best interests of the Corporation; except that no indemnification shall be
 made in respect of any claim, issue or matter as to which he or she shall
 have been adjudged to be liable for negligence or misconduct in the
 performance of his or her duty to the Corporation unless and only to the
 extent that the court of common pleas, or other similarly constituted state
 court, located in the county where the registered office of the Corporation
 is located or the court in which such Derivative Action is or was pending,
 shall determine upon application that, despite the adjudication of
 liability but in view of all circumstances of the case, he or she is fairly
 and reasonably entitled to indemnity for expenses which the court shall
 deem proper.

        Section 4.     Authorized Representatives Not Directors or
 Officers.  An Authorized Representative of the Corporation other than a
 director or officer of the Corporation may be indemnified by the
 Corporation or have his or her expenses advanced in accordance with the
 procedures set forth in Sections 2, 3, 5, 6 and 7 of this Article VIII.  To
 the extent that an Authorized Representative of the Corporation has been
 successful on the merits or otherwise in defense of any Third Party
 Proceeding or Derivative Action or in defense of any claim, issue or matter
 therein, the Authorized Representative shall be indemnified against
 expenses (including attorneys' fees) actually and reasonably incurred by
 him or her in connection therewith.

        Section 5.     Procedure for Effecting Indemnification.
 Indemnification under Sections 2, 3 or 4 of this Article VIII (unless
 ordered by a court, in which case the expenses, including attorneys' fees
 of the Authorized Representative in enforcing indemnification shall be
 added to and included in the final judgment against the Corporation) shall
 be made by the Corporation only as authorized in the specific case upon a
 determination that the indemnification of the Authorized Representative is
 required or proper in the circumstances because he or she has met the
 applicable standard of conduct set forth in Sections 2 or 3 of this Article
 VIII or has been successful on the merits or as otherwise set forth in
 Section 4 of this Article and that the amount requested has been actually
 and reasonably incurred.  Such determination shall be made: (i) by the
 Board of Directors or a committee thereof, acting by a majority vote of a
 quorum consisting of Disinterested Directors; or (ii) if a quorum is not
 obtainable or, even if obtainable, a majority vote of a quorum of
 Disinterested Directors so directs, by independent legal counsel in a
 written opinion.

        Section 6.     Independent Legal Counsel.  Independent legal
 counsel may be appointed by the Board of Directors, even if a quorum of
 Disinterested Directors is not available, or by persons designated by the
 Board of Directors.  Independent legal counsel shall not include any
 employee of the Corporation or any person who has been or is a member or
 employee of any firm which has rendered services for a fee to the
 Corporation during the one year immediately preceding the appointment.  If
 independent legal counsel shall determine in a written opinion that
 indemnification is proper under this Article, indemnification shall be made
 without further action of the Board of Directors.

        Section 7.     Advancing Expenses.  Expenses incurred in defending
 a Third Party Proceeding or Derivative Action shall be paid on behalf of a
 director or officer, and may be paid on behalf of any Authorized
 Representative, by the Corporation in advance of the final disposition of
 the action as authorized in the manner provided by Section 5 of this
 Article VIII (except that the person(s) making the determination thereunder
 need not make a determination on whether the applicable standard of conduct
 has been met unless a judicial determination has been made with respect
 thereto, or the person seeking indemnification has conceded that he or she
 has not met such standard) upon receipt of an undertaking by or on behalf
 of the Authorized Representative to repay the amount to be advanced unless
 it shall ultimately be determined that the Authorized Representative is
 entitled to be indemnified by the Corporation as required in this Article
 or authorized by law.  The financial ability of any Authorized
 Representative to make repayment shall not be a prerequisite to making of
 an advance.

        Section 8.     Conditions.  The Corporation may impose reasonable
 restrictions upon any persons seeking indemnification (including advanced
 expenses) under this Article including, but not limited to, a condition to
 the effect that, except to the extent differing interests compel another
 result, persons to be indemnified under this paragraph may be required to
 share the same counsel and other services.

        Section 9.     Insurance.  The Corporation shall have the power to
 purchase and maintain insurance on behalf of any person who is or was an
 Authorized Representative against any expenses and liabilities asserted
 against him or her and incurred by him or her in any such capacity, whether
 or not the Corporation would have the power to indemnify him or her against
 such expenses and liabilities under the provisions of this Article.

        Section 10.    Scope of Article.  Each person who shall act as an
 Authorized Representative of the Corporation shall be deemed to be doing so
 in reliance upon the rights of indemnification provided in this Article.

        The indemnification provided by this Article shall not be deemed
 exclusive of any other right to which a person seeking indemnification may
 be entitled under any statute, agreement, vote of Disinterested Directors,
 or otherwise, regardless of whether the event giving rise to
 indemnification occurred before or after the effectiveness thereof, both as
 to action taken in another capacity while holding his or her office or
 position, and shall continue as to a person who has ceased to be an
 Authorized Representative of the Corporation and shall inure to the benefit
 of his or her heirs and personal representatives.


                                 ARTICLE IX

                                 AMENDMENTS

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

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

                                   * * *




 Adopted as of: