11
Exhibit 3
Form 10-KSB
VideoPlex, Inc.


                             MINUTES
                               AND
                             BY LAWS
                               OF
                         VIDEOPLEX, INC.



                 INCORPORATED UNDER THE LAWS OF
                     THE STATE OF NEW JERSEY

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                             BY-LAWS

                               of

                         VIDEOPLEX, INC.

                       ARTICLE I - OFFICES

     The registered office of the corporation shall be RARITAN
PLAZA, III, RARITAN CENTER, EDISON, N.J.
The registered agent at said office is MARTIN S. HORAK

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

                    ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

     Meeting of shareholders shall be held at the principal
office of the corporation or at such place within or without the
State of New Jersey as the board shall authorize.

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the
29th day of August at 11:00 A.M. in each year if not a legal
holiday, and, if a legal holiday, then on the next business day
following at the same hour, when the shareholders shall elect a
board and transact such other business as may properly come
before the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the
board or by the president and shall be called by the president or
the secretary at the request in writing of a majority of the
board or at the request in writing by shareholders owning a
majority in amount of the shares issued and outstanding.  Such
request shall state the purpose or purposes of the proposed
meeting.  Business transacted at a special meeting shall be
confined to the purposes stated in the notice.

4.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of the time, place and purpose or purposes of
every meeting of shareholders shall be given not less than 10 nor
more than 60 days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to
vote at the meeting.

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When a meeting is adjourned to another time or place, it shall
not be necessary, unless the by-laws otherwise provide, to have
notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which
the adjournment is taken and at the adjourned meeting only such
business is transacted as might have been transacted at the
original meeting.  However, if after the adjournment the board
fixes a new record date for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of
record on the new record date entitled to notice.

5.   WAIVER OF NOTICE OR OF LAPSE OF TIME.

     (a)  Notice of meeting need not be given to any shareholder
who signs a waiver of notice, in person or by proxy, whether
before or after the meeting.  The attendance of any shareholder
at a meeting, in person or by proxy, without protesting prior to
the conclusion of the meeting the lack of notice of such meeting,
shall constitute a waiver of notice by him.

     (b)  Whenever shareholders are authorized to take any action
after the lapse of a prescribed period of time, the action may be
taken without such lapse if such requirement is waived in
writing, in person or by proxy, before or after the taking of
such action, by every shareholder entitled to vote thereon as at
the date of the taking of such action.

6.   ACTION BY SHAREHOLDERS WITHOUT A MEETING.

     Any action required or permitted to be taken at a meeting of
shareholders by statute, the certificate of incorporation, or by-
laws, other than the annual election of directors, may be taken
without a meeting upon the written consent of shareholders who
would have been entitled to case the minimum number of votes
which would be necessary to authorize such action at a meeting at
which all shareholders entitled to vote thereon were present and
voting.  The written consents of the shareholders consenting
thereto shall be filed with the minutes of proceedings of
shareholders.

7.   QUORUM OF SHAREHOLDERS.

     (a)  Unless otherwise provided in the certificate of
incorporation, the holders of shares entitled to case a majority
of the votes at a meeting shall constitute a quorum at such
meeting.  The shareholders present in person or by proxy at a
duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.  Less than a quorum may
adjourn.

     (b)  Whenever the holders of any class of series of shares
are entitled to vote separately on a specified item of business,
the provisions of paragraph (a) shall apply in determining the
presence of a quorum of such class or series for the transaction
of such specified item of business.

8.   ORDER OF BUSINESS.

The order of business at all meetings of the shareholders shall
be as follows:

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     (a)  Roll call.
     (b)  Proof of notice of meeting or waiver of notice.
     (c)  Reading of minutes of preceding meeting.
     (d)  Reports of offices.
     (e)  Reports of committees.
     (f)  Election of inspectors of election.
     (g)  Election of directors.
     (h)  Unfinished business.
     (i)  New business.

                     ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provisions in the certificate of
incorporation the business of the corporation shall be managed by
its board of directors, each of whom shall be at least 18 years
of age.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be three (3).

3.   TERM OF DIRECTORS.

     The directors named in the certificate of incorporation
shall hold office until the first annual meeting of shareholders,
and until their successors shall have been elected and qualified.
At the first annual meeting of shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting, except as other
wise required by the certificate of incorporation or the by-laws
in the case of classification of directors.  Each director shall
hold office for the term for which he is elected and until his
successor shall have been elected and qualified.  A director may
resign by written notice to the corporation.  The resignation
shall be effective upon receipt thereof by the corporation or at
such subsequent time as shall be specified in the notice of
resignation.

4.   VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

     (a)  Any directorship not filled at the annual meeting and
any vacancy, however caused, occurring in the board may be filled
by the affirmative vote of a majority of the remaining directors
even though less than a quorum of the board, or by a sole
remaining director.  A director so elected by the board shall
hold office until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and
qualified.

     (b)  When one or more directors shall resign from the board
effective at a future date, a majority of the directors then in
office including those who have so resigned, shall have power to
fill such vacancy or vacies, the vote thereon to take effect when
such resignation or

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resignations shall become effective, and each director so chosen
shall hold office as herein provided in the filling of other
vacancies.

     (c ) Any directorship to be filled by reason of an increase
in the number of directors shall be filed by election at an
annual meeting or at a special meeting of shareholders called for
that purpose, unless the certificate of incorporation or a by-law
adopted by the shareholders authorizes the board to fill such
directorship.  A director elected by the board to fill any such
directorship shall hold office until the next succeeding annual
meeting of shareholders and until his successor shall have been
elected and qualified.

     (d)  If by reason of death, resignation or other cause the
corporation has no directors in office, any shareholder or the
executor or administrator of a deceased shareholder may call a
special meeting of  shareholders for the election of directors
and, over his own signature, shall give notice of said meeting in
accordance with the by-laws.

5.   REMOVAL OF DIRECTORS.

     One or more or all the directors of a corporation may be
removed for cause by the shareholders by the affirmative vote of
the majority of the votes cast by the holders of shares entitled
to vote for the election of directors.

6.   QUORUM OF BOARD OF DIRECTORS AND COMMITTEES;
     ACTION OF DIRECTORS WITHOUT A MEETING.

     A majority of the entire board, or of any committee thereof,
shall constitute a quorum for the transaction of business, unless
the certificate of incorporation shall prove that a greater or
lesser number shall constitute a quorum, which in no case shall
be less than the greater of two persons or one-third of the
entire board or committee, except that when a board of one
director is authorized one director shall constitute a quorum.
Any action required or permitted to be taken pursuant to
authorization voted at a meeting of the board or any committee
thereof, may be taken without a meeting if, prior or subsequent
to such action, all members of the board or of such committee, as
the case may be, consent thereto in writing and such written
consents are filed with the minutes of the proceedings of the
board or committee.  Such consent shall have the same effect as a
unanimous vote of the board or committee for all purposes.

7.   PLACE OF BOARD MEETINGS.

     Meetings of the board may be held either within or without
the State of New Jersey.

8.   REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held
immediately following the annual meeting of shareholders at the
place of such annual meeting of shareholders.

9.   NOTICE OF MEETINGS OF THE BOARD; ADJOURNMENT.

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     (a)  Regular meetings of the board may be held with or
without notice.  Special meetings of the board shall be held upon
notice to the directors and may be called by the president upon
three days' notice to each director either personally or by mail
or by wire; special meetings shall be called by the president or
by the secretary in a like manner on written request of two
directors.  Notice of any meeting need not be given to any
director who signs a waiver of notice, whether before or after
the meeting.  The attendance of any director at a meeting without
protesting prior to the conclusion of the meeting the lack of
notice of such meeting shall constitute a waiver of notice by
him.  Neither the business to be transacted at, nor the purpose
of, any meeting of the board need be specified in the notice or
waiver of notice of such meeting.  Notice of an adjourned meeting
need not be given if the time and place are fixed at the meeting
adjourning and if the period of adjournment does not exceed ten
days in any one adjournment.

     (b)  A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and
place.  Notice of the adjournment shall be given all directors
who were absent at the time of the adjournment and, unless such
time and place are announced at the meeting, to the other
directors.

10.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire
board, may designate from among its members an executive
committee and other committees, each consisting of three or more
directors.  Each such committee shall serve at the pleasure of
the board.

11.  COMPENSATION.

     No compensation shall be paid to directors, as such, for
their services, but by resolution of the board a fixed sum and
expenses for actual attendance, at each regular or special
meeting of the board may be authorized.  Nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.

                      ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM, SALARIES, SECURITY.

     (a)  The officers of the corporation shall consist of a
president, a secretary, a treasurer, and, if desired, a chairman
of the board, one or more vice-presidents, and such other
officers as the board may determine.  The officers shall be
elected or appointed by the board.

     (b)  Any two or more offices may be held by the same person.

     (c)  Any officer elected or appointed as herein provided
shall hold office until the next regular meeting of the board
following the annual meeting of shareholders or until a successor
is elected or appointed and has qualified subject to earlier
termination by removal or resignation.

     (d)  All officers of the corporation, as between themselves
and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be

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provided in the by-laws, or as may be determined by resolution of
the board not inconsistent with the by-laws.

     (e)  The salaries of all officers shall be fixed by the
board.

     (f)  In case the board shall so require, any officer or
agent of the corporation shall execute to the corporation a bond
in such sum and with such surety or sureties as the board may
direct, conditioned upon the faithful performance of his duties
to the corporation and including responsibility for negligence
and for the accounting for all property, funds or securities of
the corporation which may come into his hands.

2.   DELEGATION OF DUTIES.

     In case of the absence of any officer of the corporation, or
for any other reason that may seem sufficient to the board, the
directors may, by a majority vote of the board, delegate the
powers and duties of such officer, for the time being, to any
other officer, or to any director.

3.   REMOVAL AND RESIGNATION OF OFFICERS;
     FILLING OF VACANCIES.

     (a)  Any officer elected or appointed by the board may be
removed by the board with or without cause.  An officer elected
by the shareholders may be removed, with or without cause, only
by vote of the shareholders but his authority to act as an
officer may be suspended by the board for cause.

     (b)  An officer may resign by written notice to the
corporation.  The resignation shall be effective upon receipt
thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.

     (c)  Any vacancy occurring among the officers, however
caused may be filled by election or appointment by the board for
the unexpired term.

4.   PRESIDENT.

     The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders
and of the board; he shall have the management of the business of
the corporation and shall see that all orders and resolutions of
the board are carried into effect.

5.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-
president, or if there are more than one, the executive vice-
president shall have all the powers and function of the
president.  Each vice-president shall perform such other duties
as the board shall prescribe.

6.   SECRETARY.

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     The secretary shall: attend all meetings of the board and of
the shareholders; record all votes and minutes of all proceedings
in a book to be kept for that purpose; give or cause to be given
notice of all meetings of shareholders and of the special
meetings of the board; keep in safe custody the seal of the
corporation and affix it to any instrument when authorized by the
board; when required, prepare a list of shareholders or cause to
be prepared and available at each meeting of shareholders
entitled to vote thereat, indicating the number of shares of each
respective class held by each; keep all the documents and records
of the corporation as required by law or otherwise in a proper
and safe manner; and perform such other duties as may be
prescribed by the board.

7.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so
designated by the secretary or by the board, shall have all the
powers and functions of the secretary.

8.   TREASURER.

     The treasurer shall: have the custody of the corporate funds
and securities; keep full and accurate accounts of receipts and
disbursements in the corporate books; deposit all money and other
valuables in the name and to the credit of the corporation in
such depositories as may be designated by the board; disburse the
funds of the corporation as may be ordered or authorized by the
board and preserve proper vouchers for such disbursements; render
to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions
as treasurer and of the financial condition of the corporation;
render a full financial report at the annual meeting of the
shareholders if so requested; be furnished by all corporate
officers and agents at his request, with such reports and
statements as he may require as to all financial transactions of
the corporation; and perform such other duties as are given to
him by the by-laws or as from time to time are assigned to him by
the board or the president.

9.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so
designated by the secretary or by the board, shall have all the
powers and functions of the treasurer.

        ARTICLE V - CERTIFICATES FOR SHARES AND DIVIDENDS

1.   CERTIFICATES REPRESENTING SHARES.

     The shares of the corporation shall be represented by
certificates signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board, or the president or a
vice-president, and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation and
shall be sealed with the seal of the corporation or a facsimile
thereof.

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2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be
issued in place of any certificate or certificate 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
advertise the same in such manner as it shall require and/or give
the corporation a bond in such sum and with such surety or
sureties 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 or destroyed.

3.   TRANSFER OF SHARES.

     (a)  Upon surrender to the corporation or the 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 to
issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation which shall be kept at
its principal office. No transfer shall be made within ten days
next preceding the annual meeting of shareholders.

     (b)  The corporation shall be entitled to treat the holder
of record of any share as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice
thereof, except as expressly provided by New Jersey statutes.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer
books of the corporation for a period of not more than ten days
during the thirty-day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders
shall be called upon to or have a right to take action without a
meeting, or (c) any date fixed for the payment of a dividend or
any other form of distribution, and only those shareholders of
record at the time the transfer books are closed, shall be
recognized as such for the purpose of (a) receiving notice of or
voting at such meeting, or (b) allowing them to take appropriate
action, or (c) entitling them to receive any dividend or other
form or distribution.

5.   DIVIDENDS.

     (a)  Subject to the provisions of the certificate of
incorporation and to applicable law, the corporation may, from
time to time, by action of its board, declare and pay dividends
or make other other distribution on its outstanding shares in
cash or in its own shares or in its bonds or other property,
including the shares or bonds of other corporations, except when
the corporation is insolvent or would thereby be made insolvent.

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     (b)  Dividends may be declared or paid and other
distributions may be made out of surplus only, except as
otherwise provided by statute.

                   ARTICLE VI - CORPORATE SEAL

     The seal of the corporation shall be circular in form and
bear 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 to be impressed directly on the instrument or
writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate
obligation for the payment of money may be a facsimile, engraved
or printed.

                    ARTICLE VII - FISCAL YEAR

     The fiscal year shall begin the first day of July in each
year.

                  ARTICLE VIII - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a)  Except as otherwise provided in the certificate of
incorporation the by-laws may be amended, repealed or adopted by
vote of the holders of the shares at the time entitled to vote in
the election of any directors.  By-laws may also be amended,
repealed or adopted by the board but any by-law adopted by the
board may be amended by the shareholders entitled to vote
thereon.

     (b)  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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