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                                                                Exhibit 3.3
                                    BY-LAWS
                                      of
                    American Gaming & Entertainment, Ltd.

                           (a Delaware Corporation)

                     Section 1. MEETINGS OF STOCKHOLDERS

     Section 1.01. Place. Date and Time of Meeting. Meetings of the
stockholders of the Corporation shall be held on such date arid at such time
and place, either within or without the State of Delaware, as may be
specified by the Board of Directors.

     Section 1.02. Annual and Special Meetings. The annual meeting of
stockholders, for the election of directors and the transaction of any other
business which may be brought before the meeting, shall be held on such date
and at such time and place, either within or without the State of Delaware,
as may be specified by the Board of Directors.

     Special Meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman, the Chief Executive Officer or
the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors. Any such request
shall state the purpose or purposes of the proposed meeting.

     Section 1.03. Notice of Meetings. Notice of all meetings of stockholders
shall be given to each stockholder of record entitled to vote at the meeting,
at least ten days prior to the day named for the meeting, unless a greater
period of notice is by law required in a particular case.

     Section 1.04. Organization. At every meeting of the stockholders, the
Chairman of the Board, or in his absence, the Chief Executive Officer, the
President, or a Vice President designated by the Board of Directors,
respectively, or in the absence of the Chairman, the Chief Executive Officer,
the President or any Vice President so designated, a chairman chosen by the
stockholders, shall act as chairman of the meeting; and the Secretary, or in
his absence, a person appointed by the chairman of the meeting, shall act as
secretary of the meeting.

     Section 1.05. Quorum: Voting. Except as otherwise specified herein or in
the Certificate of Incorporation or provided by law, (a) a quorum shall
consist of the holders of one-third of the stock issued and outstanding and
entitled to vote, and (b) when a quorum is present, all matters shall be
decided by the vote of the holders of a majority of the stock having voting
power present in person or by proxy.

     In each election of directors, the candidates receiving the highest
number of votes, up to the number of directors to be elected in such
election, shall be elected.


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     Section 1.06. Procedure for Nomination of Candidates for Director and
Pronosal of Business. Subject to the rights of holders of any outstanding
preferred stock, nominations for election of directors at an annual meeting
or a special meeting called for the purpose of electing directors may be made
either by the Board of Directors or by any stockholder of record entitled to
vote for the election of directors who gives advance notice as hereafter
provided.

     Any such stockholder may nominate persons for election as directors only
if written notice of such stockholder's intent to make such nomination is
transmitted to, and received by, the Secretary of the Corporation at the
principal place of business of the Corporation not later than (a) in the case
of an annual meeting, the earlier of (i) the 10th day prior to the
forthcoming meeting date or (ii) the close of business on the 10th day
following the date on which the Corporation first makes public disclosure of
the meeting date and (b) in the case of a special meeting (provided that the
Board of Directors has determined that directors shall be elected at such
special meeting), the close of business on the 10th day following the date on
which the Corporation first makes public disclosure of the meeting date. Each
notice given by such stockholder shall set forth: (a) the name and address of
the stockholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
(or if the record date for such meeting is subsequent to the date required
for such stockholder notice, a representation that the stockholder is a
holder of record at the time of such notice and intends to be a holder of
record on the date for such meeting), and setting forth the class and number
of shares so held (including shares held beneficially), (c) a representation
that such stockholder intends to appear in person or by proxy as a holder of
record at the meeting to nominate the person or persons specified in the
notice; (d) a description of all arrangements or understandings between such
stockholder and each nominee proposed by the stockholder and any other person
or persons (identifying such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (e) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission; and (f) the consent of each
nominee to serve as a director of the Corporation if so elected.

     If the facts show that a nomination was not made in accordance with the
foregoing provisions, the Chairman of the meeting shall so determine and
declare to the meeting, whereupon the defective nomination shall be
disregarded. Public disclosure of the date of a forthcoming meeting may be
made by the Corporation for purposes of this Section 1.06 not only by the
giving of the formal notice of the meeting but also (a) by notice to a
national securities exchange or to the National Association of Securities
Dealers, Inc. (if the Corporation's common stock is then listed on such
exchange or quoted on NASDAQ or the OTC Bulletin Board), (b) by filing a
report under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (if the Corporation is then subject thereto) or
(c) by a mailing to stockholders or general press release.

     All business properly brought before an annual meeting or a special
meeting shall be


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transacted at such meeting. Business shall be deemed properly brought only if
it is (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or (c) in the case of an annual meeting, (i) brought before the
meeting by a stockholder or record present and entitled to vote at such
meeting, (ii) upon prior written notice transmitted to, and received by, the
Secretary of the Corporation at the principal place of business of the
Corporation not later than the earlier of (A) the 10th day prior to the
forthcoming meeting date or (B) the close of business on the 10th day
following the date on which the Corporation first makes public disclosure of
the meeting date and (iii) each such notice given by such stockholder sets
forth: (A) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting; (B)
the name and address of the stockholder who intends to propose such business;
(C) a representation that the stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting (or if the record date for
such meeting is subsequent to the date required for such notice, a
representation that the stockholder is a holder of record at the time of such
notice and intends to be a holder of record on the date of such meeting) and
intends to appear in person or by proxy at such meeting to propose such
business; and (D) any material interest of the stockholder in such business.
The Chairman of the meeting may refuse to transact any business at any
meeting made without compliance with the foregoing procedure.

     Notwithstanding the foregoing provisions of this Section 1.06, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.06. Nothing in this Section 1.06 shall be
deemed to affect any rights of stockholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-S under the
Exchange Act.

     Section 1.07. Participation in Meetings. One or more stockholders may
participate in a meeting of the stockholders by means of conference telephone
or similar communications equipment by which all persons participating in the
meeting can hear each other.

                           Section 2. DIRECTORS

     Section 2.01. Number and Term of Office. The number of directors of the
Corporation shall be two. Each director shall be elected to serve until the
next annual meeting of stockholders and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

     Section 2.02. Resignations. Any director may resign at any time by
giving written notice to the Board of Directors, to the Chairman, the Chief
Executive Officer, the President, or to the Secretary. Such resignation shall
take effect at the time of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

     Any vacancy in the Board of Directors, resulting from death,
resignation, increase in the authorized number of directors or otherwise, may
be filled for the unexpired term by a majority


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vote of the remaining directors in office, although less than a quorum.

     Section 2.03. Annual Meeting. As promptly as practicable after each
annual election of directors, the Board of Directors shall meet for the
purpose of organization, election of officers, and the transaction of other
business, at the place where such election of directors was held. Notice of
such meeting need not be given. In the absence of a quorum at said meeting,
the same may be held at any other time and place which shall be specified in
a notice given as hereinafter provided for special meetings of the Board of
Directors.

     Section 2.04. Regular Meetings. Regular meetings of the Board of
Directors or any committee designated under Section 2.09 hereof may be held
without notice at such time and place as shall from time to time be
determined by the Board.

     Section 2.05. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman, the Chief Executive Officer or two
or more of the directors, and special meetings of any committee designated
under Section 2.09 hereof may be called by any regular member thereof, and in
either case shall be held at such time and place as shall be designated in
the call for the meeting.

     Notice of each special meeting shall be given by mail, telegram,
telephone, or orally, by or at the direction of the person or persons
authorized to call such meeting, to each director, at least two days prior to
the day named for the meeting.

     Section 2.06. Organization. Every meeting of the Board of Directors
shall be presided over by the Chairman, or in his absence, the Chief
Executive Officer, or in the absence of the Chairman and the Chief Executive
Officer, by a chairman of the meeting chosen by a majority of the directors
present. The Secretary, or in his absence, a person appointed by the chairman
of the meeting, shall act as secretary of the meeting.

     Section 2.07. Participation in Meetings. One or more directors may
participate in a meeting of the Board of Directors or a committee of the
Board by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other.

     Section 2.08. Quorum: Voting. One-third of the total number of directors
shall constitute a quorum for the transaction of business by the Board of
Directors, and one third of the total number of directors who are members of
any committee designated under Section 2.09 hereof shall constitute a quorum
for the transaction of business by said committee. The vote of a majority of
the directors present at any meeting of the Board of Directors or of any
aforesaid committee at which there is a quorum shall be the act of the Board
of Directors or said committee, as the case may be, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board
of Directors or of any aforesaid committee, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall


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be present.

     Section 2.09. Committees. The Board of Directors may, by resolution
passed by the entire Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers 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. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.

     Section 2.10. Compensation of Directors. Each director shall be entitled
to receive such compensation, if any, as may from time to time be fixed by
the Board of Directors. Directors may also be reimbursed by the Corporation
for all reasonable expenses incurred in attending meetings of the Board or
any committee thereof of which they are members or otherwise incurred in the
performance of their duties as directors.

                           Section 3. OFFICERS

     Section 3.01. Number and Qualifications. The officers of the Corporation
shall be a Chairman of the Board, a Chief Executive Officer, a President, one
or more Vice Presidents, a Secretary, a Treasurer, and may include such other
officers as may be elected or appointed in accordance with the provisions of
Section 3.02 herein. One person may bold more than one office. Officers shall
be natural persons of full age.

     Section 3.02. Additional Officers and Agents. The Board of Directors
may, from time to time, elect such other officers and appoint such other
agents as it deems necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as are provided in these
By-laws, or as the Board may, from time to time, determine. The Board also
may delegate to any officer the power to appoint and remove subordinate
officers and to retain, appoint and remove other agents, and to prescribe the
authority, term of office and duties of such subordinate officers and other
agents.

     Section 3.03. Election and Term of Office. The officers of the
Corporation, except those appointed by delegated authority pursuant to
Section 3.02 herein, shall be elected by the Board of Directors at its annual
meeting, but the Board may elect officers or fill vacancies among the
officers at any other meeting. Subject to earlier termination of office and
without prejudice to the contract rights, if any, which he may have under a
written agreement between him and the Corporation, each elected officer shall
hold office until the next annual meeting of directors and until his
successor shall have been elected and qualified.

     Section 3.04. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, or to the Chairman, the Chief
Executive Officer, the President, or to the


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Secretary of the Corporation. Any such resignation shall take effect at the
time of the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

     Section 3.05. Removal. Any officer may be removed at any time, either
with or without cause, by the vote of a majority of the Board of Directors.

     Section 3.06. The Chairman of the Board. The Chairman of the Board shall
preside at the meetings of the Board and shall also perform such other duties
as may be specified by these By-Laws or as from time to time may be assigned
to him by the Board.

     Section 3.07. The Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Corporation and shall have
overall responsibility for the supervision of the business and operations of
the Corporation, subject, however, to the control of the Board. The Chief
Executive Officer shall preside at meetings of the Board in the absence of
the Chairman and also shall perform such other duties as may be specified by
these By-Laws or as from time to time may be assigned to him by the Board.

     Section 3.08. The President. The President shall be the chief operating
officer of the Corporation and shall have the responsibility for the day-to-
day operations of the Corporation, subject, however, to the control of the
Chief Executive Officer. The President, (or the Chairman, or the Chief
Executive Officer) shall sign, execute, and acknowledge, in the name of the
Corporation, deeds, mortgages, bonds, contracts, and other instruments
authorized by the Board, ..except in cases where the signing and execution
hereof shall be expressly delegated by the Board to some other officer or
agent of the Corporation. The President shall perform all duties as may be
specified by these By-Laws or as from time to time may be assigned to him by
the Chief Executive Officer.

     Section 3.09. Vice Presidents. In the absence of the President or when
so directed by the President, any Vice President may perform all the duties
of the President, and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President. The Vice Presidents also
shall perform such other duties as, from time to time, may be assigned to
them by the President.

     Section 3.10. The Secretary. The Secretary shall record all the votes of
the stockholders and of the directors and the minutes of the meetings of the
stockholders and of the Board of Directors in a book or books to be kept for
that purpose; he shall see that notices of the meetings of the stockholders
and the Board are given and that all records and reports are properly kept
and filed by the Corporation as required by law; he shall be the custodian of
the seal of the Corporation and shall see that it is affixed to all documents
to be executed on behalf of the Corporation under its seal; and, in general,
he shall perform all duties as may from time to time be assigned to him by
the President.

     Section 3.11. Assistant Secretary. In the absence or disability of the
Secretary or when so


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directed by the Secretary, any Assistant Secretary may perform all 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. The Assistant
Secretaries shall perform such other duties as from time to time may be
assigned to them respectively by the President or the Secretary.

     Section 3.12. The Treasurer. The Treasurer shall have charge of all
receipts and disbursements of the Corporation and shall have or provide for
the custody of its funds and securities; he shall have full authority to
receive and give receipts for all money due and payable to the Corporation,
and to endorse checks, drafts, and warrants in its name and on its behalf and
to give full discharge for the same; he shall deposit all funds of the
Corporation, except such as may be required for current use, in such banks or
other places of deposit as the Board of Directors may from time to time
designate; and, in general, he shall perform all duties incident to the
office of Treasurer and such other duties as may from time to time be
assigned to him by the President.

     Section 3.13. Assistant Treasurers. In the absence or disability of the
Treasurer or when so directed by the Treasurer, any Assistant Treasurer may
perform all 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.
The Assistant Treasurers shall perform such other duties as from time to time
may be assigned to them respectively by the Board of Directors, the Chief
Executive Officer, the President or the Treasurer.

     Section 3.14. Compensation of Officers and Others. The compensation of
all officers shall be determined by the Board of Directors, or any committee
or officer authorized by the Board so to do. No officer shall be precluded
from receiving such compensation by reason of the fact he is also a director
of the Corporation.

     Additional compensation, determined as above provided, may be paid to
any officers or employees for any year or years, based upon the success of
the operations of the Corporation during such period.

         Section 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 4.01. Right to Indemnification. The Corporation shall indemnify,
to the full extent permissible under Delaware law, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or
officer of the Corporation, or while a director or officer of the Corporation
is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against expenses (including attorney's fees),
judgments, fines, excise taxes and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
preceding.

     Section 4.02. Payment of Expenses in Advance. Expenses incurred in
defending an


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action, suit or proceeding referred to in Section 4.01 shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding in the manner and to the frill extent permissible under Delaware
law upon request of any person requesting indemnification under Section 4.01.

     Section 4.03. Procedure. On the request of any person requesting
indemnification under Section 4.01 or any advance under Section 4.02, the
Board of Directors or a committee thereof shall determine whether such
indemnification or advance is permissible or such determination shall be made
by independent legal counsel if the Board or committee so directs or if the
Board or committee is not empowered by statute to make such determination.

     Section 4.04. Other Rights. The indemnification provided by these By-
Laws shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any statute, agreement, vote of
stockholders or disinterested directors, or otherwise both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Without limiting the generality of the
foregoing, by action of the Board of Directors (notwithstanding the interest
of its members in the transaction) the Corporation may enter into agreements
with persons indemnified under this Section 4 and other providing for
indemnification of such persons by the Corporation either under the
provisions of this Section 4 or otherwise, and, in the event of any conflict
between the provisions of this Section 4 and the provisions of any such
indemnification agreement, the provisions of such indemnification agreement
shall prevail.

     Section 4.05. Insurance. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of these By-Laws.

     Section 4.06. Effect: Benefit: Modification. The obligations of the
Corporation to indemnify and to advance expenses to a party under the
provisions of this Section 4 shall be in the nature of a contract between the
Corporation and each such party. No amendment or repeal of any provision of
this Section 4 shall alter, to the detriment of such party, the right of such
party to indemnification or the advancement of expenses with respect to any
claim based on an actual or alleged act or failure to act which took place
prior to such amendment, repeal or termination.

     Section 5. STOCK CERTIFICATES; TRANSFERS

     Section 5.01. Stock Certificates. Every stockholder shall be entitled to
a stock certificate or certificates in such form as the Board of Directors
shall prescribe certifying the number of shares of capital stock of the
Corporation owned by such stockholder. Stock certificates shall be


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signed by the Chairman, the Chief Executive Officer, the President or a Vice
President and by the Secretary or the Treasurer or an Assistant Secretary or
an Assistant Treasurer of the Corporation, but, to the extent permitted by
law, such signatures may be facsimiles, engraved or printed.

     Section 5.02. Transfer of Stocks. Transfer of stock certificates and the
shares represented thereby shall be made only upon surrender to the
Corporation or a transfer agent of the Corporation of a certificate for the
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer.

     Section 5.03. Fixing Date for Determination of Stockholders of Record.
The Board of Directors may fix in advance a date, which shall not be more
than sixty or less than ten days before the date of any meeting of
stockholders, nor more than sixty days prior to any other action as a record
date for the determination of the stockholders entitled to notice of; and to
vote at, any such meeting, and any adjournment thereof; or entitled to
receive payment of any dividend or other distribution, or any allotment of
rights, or to exercise the rights in respect of any change or conversion or
exchange of capital stock, or to give any consent of stockholders for any
purpose, and in such case such stockholders of record on the date so fixed
shall be entitled to such notice of; and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or other
distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.

     Section 5.04. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of stock to receive dividends and to vote as such owner and shall not
be bound to recognize any equitable or other claim to or interest in such
stock on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of
Delaware.

     Section 5.05. Transfer Agent and Registrar: Regulations. The Corporation
may, if and whenever the Board of Directors so determines, maintain, in the
State of Delaware, or any other state of the United States, one or more
transfer offices or agencies, each in charge of a Transfer Agent designated
by the Board, where the stock of the Corporation shall be transferable. If
the Corporation maintains one or more such transfer offices or agencies, it
also may, if and whenever the Board of Directors so determines, maintain one
or more registry offices each in charge of a Registrar designated by the
Board, where such stock shall be registered. No certificates for stock of the
Corporation in respect of which a Transfer Agent shall have been designated
shall be valid unless countersigned by such Transfer Agent, and no
certificates for stock of the Corporation in respect of which both a Transfer
Agent and a Registrar shall have been designated shall be valid unless
countersigned by such Transfer Agent and registered by such Registrar. To the
extent permitted by law, such signatures may be facsimiles, engraved or
printed. The Board may also make such additional rules and regulations as it
may deem expedient concerning the issue, transfer and registration of stock
certificates.

     Section 5.06. Lost, Destroyed and Mutilated Certificates. The Board of
Directors, by


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standing resolution or by resolutions with respect to particular cases, may
authorize the issuance of new stock certificates in lieu of stock
certificates allegedly lost, destroyed or mutilated, upon such terms and
conditions as the Board may direct.

                         Section 6. AMENDMENTS

     Section 6.01. Bv Stockholders or Directors. Any or all of the provisions
of these By-Laws, whether contractual in nature or merely regulatory of the
internal affairs of the Corporation, may be amended or repealed, except as
otherwise provided by law or by the Certificate of Incorporation: (a) by a
majority vote of the total number of directors; (b) by vote of the
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, in either case at any regular or
special meeting duly convened after notice of such purpose to the directors
or stockholders, as the case may be; (c) or by consent of the directors or
stockholders, as the case may be, as and to the extent permitted by the
Delaware General Corporation Law.

     Amended by Resolution of the Board of Directors November 11, 1999.