EXHIBIT 3.6


                             Bylaws
                               Of
               ActiveViews Acquisition Corporation

                    Article I.     - Offices

     Section 1.01.  Principal Office.  The board of directors  is
hereby  granted full power and authority to change the  principal
office from one location to another in the State of Utah.

     Section 1.02.  Other Offices.  Branch or subordinate offices may
at any time be established by the board of directors at any place
or places where the corporation is qualified to do business.

            Article II.    - Meetings of Shareholders

     Section  2.01.   Meeting  Place.   All  annual  meetings  of
shareholders and all other meetings of shareholders shall be held
either  at the principal office, or at any other place within  or
without  the State of Utah that the board may designate, pursuant
to  authority hereinafter granted to the board, or by the written
consent  of  all  shareholders entitled to  vote  thereat,  given
either  before or after the meeting and filed with the  Secretary
of the corporation.

     Section  2.02.   Annual Meetings.  The  annual  meetings  of
shareholders  shall be held on the date and at  the  time  fixed,
from time to time, by the directors, provided, however, that  the
first  annual meeting shall be held within thirteen months  after
the  organization  of the corporation and each successive  annual
meeting  shall be held on the date and at the time fixed  by  the
directors.  Written notice of each annual meeting signed  by  the
president or the secretary, or an assistant secretary, or by such
other  person or persons as the directors shall designate,  shall
be  given  to  each shareholder entitled to vote thereat,  either
personally  or  by mail or other means of written  communication,
charges  prepaid, addressed to such shareholder  at  his  address
appearing on the books of the corporation or given by him to  the
corporation for the purpose of notice.  If a shareholder gives no
address,  notice shall be deemed to have been given  to  him,  if
sent by mail or other means of written communication addressed to
the  place  where  the  principal office of  the  corporation  is
situated,  or  if  published at least once in some  newspaper  of
general  circulation  in  the county  in  which  such  office  is
located.   All  such  notices shall be sent to  each  shareholder
entitled thereto not less than ten (10) nor more than sixty  (60)
days before each annual meeting, and shall specify the place, the
day  and  the  hour  of such meeting, and shall  also  state  the
purpose or purposes for which the meeting is called.

     Section  2.03.  Special Meetings.  Special meetings  of  the
shareholders,  for  any purpose or purposes  whatsoever,  may  be
called at any time by the president or by the board of directors,
or  by one or more shareholders holding not less than 10% of  the
voting  power of the corporation.  Except in special cases  where
other  express  provision  is made by  statute,  notice  of  such
special meetings shall be given in the same manner as for  annual
meetings  of shareholders.  Notices of any special meeting  shall
specify  in addition to the place, day and hour of such  meeting,
the purpose or purposes for which the meeting is called.

     Section  2.04.  Adjourned Meetings And Notice Thereof.   Any
shareholder's meeting, annual or special, whether or not a quorum
is  present, may be adjourned from time to time by the vote of  a
majority  of the shares, the holders of which are either  present
in  person or represented by proxy thereat, but in the absence of
a  quorum,  no  other  business may be  transacted  at  any  such
meeting.  When  any  shareholders'  meeting,  either  annual   or
special, is adjourned for thirty (30) days or more, notice of the
adjourned  meeting shall be given as in the case of  an  original
meeting  shall  be  given as in the case of an original  meeting.
Save  as aforesaid, it shall not be necessary to give any  notice
of  an  adjournment  or of the business to be  transacted  at  an
adjourned  meeting, other than by announcement at the meeting  at
which such adjournment is taken.

     Section  2.05.   Entry Of Notice.  Whenever any  shareholder
entitled   to   vote  has  been  absent  from  any   meeting   of
shareholders, whether annual or special, an entry in the  minutes
to the effect that notice has been duly given shall be conclusive
and incontrovertible evidence that due notice of such meeting was
given to such shareholders, as required by law and the Bylaws  of
the corporation.

     Section 2.06.  Voting.  At all annual and special meetings of
stockholders  entitled  to vote thereat, every  holder  of  stock
issued  to a bona fide purchaser of the same, represented by  the
holders  thereof, either in person or by proxy in writing,  shall
have one vote for each share of stock so held and represented  at
such  meetings,  unless  the Articles  of  Incorporation  of  the
company  shall  otherwise  provide, in  which  event  the  voting
rights, powers and privileges prescribed in the said Articles  of
Incorporation  shall  prevail.  Voting for  directors  and,  upon
demand of any stockholder, upon any question at any meeting shall
be by ballot.

     Section 2.07.  Quorum.  The presence in person or by proxy of the
holders  of  a  majority of the shares entitled to  vote  at  any
meeting  shall  constitute  a  quorum  for  the  transaction   of
business.   The  shareholders present at a duly  called  or  held
meeting  at which a quorum is present may continue to do business
until  adjournment,  notwithstanding  the  withdrawal  of  enough
shareholders to leave less than a quorum.

     Section 2.08.  Consent Of Absentees.  The transactions of any
meeting of shareholders, either annual or special, however called
and  noticed,  shall be as valid as though had at a meeting  duly
held after regular call and notice, if a quorum be present either
in  person  or  by  proxy, and if, either  before  or  after  the
meeting,  each of the shareholders entitled to vote, not  present
in  person  or  by proxy, sign a written Waiver of Notice,  or  a
consent  to  the holding of such meeting, or an approval  or  the
minutes  thereof.  All such waivers, consents or approvals  shall
be filed with the corporate records or made a part of the minutes
of this meetings.

     Section 2.09.  Proxies.  Every person entitled to vote or execute
consents shall have the right to do so either in person or by  an
agent  or agents authorized by a written proxy executed  by  such
person  or his duly authorized agent and filed with the secretary
of  the  corporation; provided that no such proxy shall be  valid
after  the expiration of eleven (11) months from the date of  its
execution, unless the shareholder executing it specifies  therein
the  length of time for which such proxy is to continue in force,
which  in no case shall exceed seven (7) years from the  date  of
its execution.

                   Article III.   - Directors

     Section  3.01.  Powers.  Subject to the limitations  of  the
Articles  of  Incorporation or the Bylaws, and the provisions  of
the  Utah Revised Business Corporation Act  (Utah Code Ann.   16-
10a-101  et.  seq. (the "Act")) as to action to be authorized  or
approved  by  the  shareholders, and subject  to  the  duties  of
directors as prescribed by the Bylaws, all corporate powers shall
be  exercised by or under the authority of, and the business  and
affairs  of the corporation shall be controlled by the  board  of
directors.  Without prejudice to such general powers, but subject
to the same limitations, it is hereby expressly declared that the
directors shall have the following powers, to wit:

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

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

       (c)  To change the principal office for the transaction of the
          business of the corporation from one location to another within
          the same state as provided in Article I - Section 1.01 hereof; to
          fix and locate from time to time one or more subsidiary offices
          of the corporation within or without the State of Utah, as
          provided in Article I - Section 1.02, hereof; to designate any
          place within or without the State of Utah for the holding of any
          shareholders' meeting or meetings; and to adopt, make and use a
          corporate seal, and to prescribe the forms of certificates of
          stock,  and to alter the form of such seal and of  such
          certificates from time to time, as in their judgment they may
          deem best, provided such seal and such certificates shall at all
          times comply with the provisions of law.

       (d)  To authorize the issue of shares of stock of the corporation
          from time to time, upon such terms as may be lawful, in
          consideration of money paid, labor done or services actually
          rendered, debts or securities canceled, or tangible or intangible
          property actually received, or in the case of shares issued as a
          dividend, against amounts transferred from surplus to stated
          capital.

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

       (f)  To appoint an executive committee and other committees and
          to delegate to the executive committee any of the powers and
          authority of the board in management of the business and affairs
          of the corporation, except the power to declare dividends and to
          adopt, amend or repeal Bylaws.  The executive committee shall be
          composed of one or more directors.

       (g)  To prescribe the classes, series and the number of each
          class or series of stock and the voting powers, designations,
          preferences, limitations, restrictions and relative rights of
          each class or series of stock in accordance with the Act.

     Section 3.02.  Number And Qualification Of Directors. Except as
provided  in  subsection  (i) below, the corporation's  board  of
directors  shall consist of a minimum of three individuals.   (i)
Before  any  shares  are  issued,  the  corporation's  board   of
directors  may  consist of one or more individuals.   (ii)  After
shares are issued and for as long as a corporation has fewer than
three   shareholders  entitled  to  vote  for  the  election   of
directors, the corporation's board of directors may consist of  a
number  of  individuals equal to or greater than  the  number  of
those  shareholders.   (iii)  However,  the  maximum  number   of
directors that may serve without amending these Bylaws  shall  be
five.

     Section 3.03.  Election And Term Of Office.  The directors shall
be  elected  at each annual meeting of shareholders, but  if  any
such annual meeting is not held, or the directors are not elected
thereat,  the directors may be elected at any special meeting  of
shareholders.   All  directors  shall  hold  office  until  their
respective successors are elected.

     Section 3.04.  Vacancies.  Vacancies in the board of directors
may  be  filled by a majority of the remaining directors,  though
less  than  a quorum, or by a sole remaining director,  and  each
director  so  elected shall hold office until  his  successor  is
elected at an annual or a special meeting of the shareholders.  A
vacancy or vacancies in the board of director shall be deemed  to
exist  in  case  of  the death, resignation  or  removal  of  any
director,  or if the authorized number of directors be increased,
or  if the shareholders fail at any annual or special meeting  of
shareholders  at which any director or directors are  elected  to
elect the full authorized number of directors to be voted for  at
that  meeting. The shareholders may elect a director or directors
at  any  time to fill any vacancy or vacancies not filled by  the
directors.  If the board of directors accept the resignation of a
director  tendered to take effect at a future time, the board  or
the  shareholders shall have the power to elect  a  successor  to
take  office  when  the  resignation is to become  effective.  No
reduction  of the authorized number of directors shall  have  the
effect  of removing any director prior to the expiration  of  his
term of office.

     Section 3.05.  Place Of Meetings.  Regular meetings of the board
of  director  shall be held at any place within  or  without  the
State  which has been designated from time to time by  resolution
of  the  board or by written consent of all members of the board.
In  the absence of such designation regular meeting shall be held
at  the principal office of the corporation.  Special meetings of
the  board may be held either at a place so designated, or at the
principal office.

     Section 3.06.  Organization Meeting.  Immediately following each
annual meeting of shareholders, the board of directors shall hold
a  regular  meeting for the purpose of organization, election  of
officers, and the transaction of other business.  Notice of  such
meeting is hereby dispensed.

     Section 3.07.  Other Regular Meetings.  Other regular meetings of
the board of directors shall be held without call at such time as
shall  be  fixed  from  time to time by the board  of  directors.
Notice of all such regular meetings of the board of directors  is
hereby dispensed.

     Section 3.08.  Special Meetings.  Special meetings of the board
of  directors for any purpose or purposes shall be called at  any
time  by  the president, or, if he is absent or unable or refuses
to  act,  by any vice president or by any two directors.  Written
notice  of  the  time  and  place of special  meetings  shall  be
delivered personally to the directors or sent to each director by
mail  or  other  form of written communication, charges  prepaid,
addressed  to him at his address as it is shown upon the  records
of  the corporation, or if it is not shown on such records or  is
not readily ascertainable, at the place in which the meetings  of
the  directors are regularly held.  In case such notice is mailed
or  telegraphed, it shall be deposited in the United States  mail
or  delivered to the telegraph company in the place in which  the
principal  office of the corporation is located at  least  forth-
eight (48) hours prior to the time of the holding of the meeting.
In  case such notice is delivered as above provided, it shall  be
so delivered at least twenty-four (24) hours prior to the time of
the  holding  of  the  meeting.  Such  mailing,  telegraphing  or
delivery  as  above  provided shall be due,  legal  and  personal
notice to such director.

     Section 3.09.  Notice Of Adjournment.  Notice of the time and
place of holding an adjourned meeting need not be given to absent
directors,  if  the  time  and place  be  fixed  at  the  meeting
adjourned.

     Section 3.10.  Entry Of Notice.  Whenever any director has been
absent  from  any special meeting of the board of  directors,  an
entry  in  the  minutes to the effect that notice has  been  duly
given shall be conclusive and incontrovertible evidence that  due
notice  of  such special meeting was given to such  director,  as
required by law and the Bylaws of the corporation.

     Section 3.11.  Waiver Of Notice.  The transactions of any meeting
of the board of directors, however called and noticed or wherever
held,  shall be as valid as though had a meeting duly held  after
regular  call and notice, if a quorum be present, and if,  either
before  or  after the meeting, each of the directors not  present
sign  a  written  waiver of notice or a consent to  holding  such
meeting or an approval of the minutes thereof.  All such waivers,
consents  or approvals shall be filed with the corporate  records
or made a part of the minutes of the meeting.

     Section 3.12.  Quorum. A majority of the authorized number of
directors  shall  be necessary to constitute  a  quorum  for  the
transaction   of  business,  except  to  adjourn  as  hereinafter
provided.   Every act or decision done or made by a  majority  of
the directors present at a meeting duly held at which a quorum is
present,  shall be regarded as the act of the board of directors,
unless a greater number be required by law or by the Articles  of
Incorporation.

     Section  3.13.  Adjournment.  A quorum of the directors  may
adjourn any directors' meeting to meet again at a stated day  and
hour;  provided,  however, that in the absence  of  a  quorum,  a
majority  of  the  directors present at any  directors'  meeting,
either  regular or special, may adjourn from time to  time  until
the time fixed for the next regular meeting of the board.

     Section  3.14.  Fees And Compensation.  Directors shall  not
receive any stated salary for their services as directors, but by
resolution of the board, a fixed fee, with or without expenses of
attendance  may  be  allowed  for  attendance  at  each  meeting.
Nothing herein contained shall be construed in any other capacity
as  an  officer,  agent,  employee, or otherwise,  and  receiving
compensation therefor.

                     Article IV.    Officers

     Section 4.01.  Officers.  The officers of the corporation shall
be  a  president, a secretary, and a treasurer.  The  corporation
may  also  have,  at the direction of the board of  directors,  a
chairman of the board, one or more vice presidents, one  or  more
assistant secretaries, one or more assistant treasurers, and such
other  officers  as  may  be appointed  in  accordance  with  the
provisions of Section 4.03 of this Article.  Officers other  than
president  and chairman of the board need not be directors.   Any
person may hold two or more offices.

     Section 4.02.  Election.  The officers of the corporation, except
such  officers  as  may  be  appointed  in  accordance  with  the
provisions of Section 4.03 or Section 4.05 of this Article, shall
be chosen annually by the board of directors, and each shall hold
his office until he shall resign or shall be removed or otherwise
disqualified  to  serve, or his successor shall  be  elected  and
qualified.

     Section 4.03.  Subordinate Officers, Etc.  The board of directors
may   appoint  such  other  officers  as  the  business  of   the
corporation may require, each of whom shall hold office for  such
period,  have  such  authority and perform  such  duties  as  are
provided in the Bylaws or as the board of directors may from time
to time determine.

     Section 4.04.  Removal And Resignation.  Any officer may  be
removed,  either  with or without cause, by  a  majority  of  the
directors  at  the  time  in office, at any  regular  or  special
meeting  of  the  board. Any officer may resign at  any  time  by
giving  written  notice  to the board  of  directors  or  to  the
president,  or  to  the secretary of the corporation.   Any  such
resignation shall take effect at the date of the receipt of  such
notice  or  at  any  later time specified  therein;  and,  unless
otherwise  specified therein, the acceptance of such  resignation
shall not be necessary to make it effective.

     Section 4.05.  Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or any other  cause
shall  be  filled  in the manner prescribed  in  the  Bylaws  for
regular appointments to such office.

     Section 4.06.  Chairman Of The Board.  The chairman of the board,
if  there shall be such an officer, shall, if present, preside at
all  meetings of the board of directors, and exercise and perform
such other powers and duties as may be from time to time assigned
to him by the board of directors or prescribed by the Bylaws.

     Section 4.07.  President.  Subject to such supervisory powers, if
any, as may be given by the board of directors to the chairman of
the  board, if there be such an officer, the president  shall  be
the chief executive officer of the corporation and shall, subject
to   the   control  of  the  board  of  directors,  have  general
supervision,  direction and control of the business and  officers
of  the  corporation.  He shall preside at all  meetings  of  the
shareholders and in the absence of the chairman of the board,  or
if  there be none, at all meetings of the board of directors.  He
shall  be  ex-officio  a member of all the  standing  committees,
including  the  executive committee, if any, and shall  have  the
general  powers and duties of management usually  vested  in  the
office  of president of a corporation, and shall have such  other
powers and the board of directors or the Bylaws may prescribe.

     Section 4.08.  Vice President.  In the absence or disability of
the  president,  the vice presidents in order of  their  rank  as
fixed  by  the  board of directors, or if not  ranked,  the  vice
president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the
powers  of,  and  be  subject to all the restrictions  upon,  the
president.  The vice presidents shall have such other powers  and
perform  such other duties as from time to time may be prescribed
for them respectively by the board of directors or the Bylaws.

     Section 4.09.  Secretary.  The secretary shall keep, or cause to
be  kept, a book of minutes at the principal office or such other
place  as  the board of directors may order, of all  meetings  of
directors  and shareholders, with the time and place of  holding,
whether  regular or special, and if special, how authorized,  the
notice  thereof given, the names of those present  at  directors'
meetings,  the  number  of  shares  present  or  represented   at
shareholders' meetings and the proceedings thereof. The secretary
shall keep, or cause to be kept, at the principal office, a share
register, or a duplicate share register, showing the names of the
shareholders and their addresses; the number and classes of share
held by each; the number and date of certificates issued for  the
same,   and  the  number  and  date  of  cancellation  of   every
certificate  surrendered for cancellation.  The  secretary  shall
give,  or  cause to be given, notice of all the meetings  of  the
shareholders and of the board of directors required by the Bylaws
or  by  law  to  be  given, and he shall keep  the  seal  of  the
corporation in safe custody, and shall have such other powers and
perform  such other duties as may be prescribed by the  board  of
directors or the Bylaws.

     Section 4.10.  Treasurer.  The treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts
of  the  properties and business transactions of the corporation,
including   accounts   of  its  assets,  liabilities,   receipts,
disbursement,  gains, losses, capital, surplus and  shares.   Any
surplus,  including earned surplus, paid-in surplus  and  surplus
arising  from a reduction of stated capital, shall be  classified
according  to source and shown in a separate account.  The  books
of  account  shall  at  all times be open to  inspection  by  any
director.  The  treasurer  shall deposit  all  monies  and  other
valuables  in the name and to the credit of the corporation  with
such depositories as may be designated by the board of directors.
He  shall disburse the funds of the corporation as may be ordered
by  the  board  of directors, shall render to the  president  and
directors,  whenever they request it, an account of  all  of  his
transactions as treasurer and of the financial condition  of  the
corporation,  and shall have such other powers and  perform  such
other  duties  as may be prescribed by the board of directors  or
the Bylaws.

                 Article V.     - Miscellaneous

     Section 5.01.  Record Date And Closing Stock Books.  The board of
directors  may  fix a time, in the future, not exceeding  fifteen
(15) days preceding the date of any meeting of shareholders,  and
not  exceeding thirty (30) days preceding the date fixed for  the
payment of any dividend or distribution, or for the allotment  of
rights,  or when any change or conversion or exchange  of  shares
shall  go into effect, as a record date for the determination  of
the  shareholders  entitled  to  receive  any  such  dividend  or
distribution, or any such allotment of rights, or to exercise the
rights  in respect to any such change, conversion or exchange  of
shares, and in such case only shareholders of record on the  date
so  fixed  shall  be entitled to notice of and to  vote  at  such
meetings,  or to receive such dividend, distribution or allotment
of  rights,  or  to  exercise such rights, as the  case  may  be,
notwithstanding any transfer of any shares on the  books  of  the
corporation after any record date fixed as aforesaid.  The  board
of  directors  may  close  the books of the  corporation  against
transfers  of shares during the whole, or any part  of  any  such
period.

     Section  5.02.  Inspection Of Corporate Records.  The  share
register  or duplicate share register, the books of account,  and
minutes of proceedings of the shareholders and directors shall be
open to inspection upon the written demand of any shareholder  or
the holder of a voting trust certificate, at any reasonable time,
and  for  a  purpose  reasonably related to his  interests  as  a
shareholder, or as the holder of a voting trust certificate,  and
shall be exhibited at any time when required by the demand of ten
percent  (10%)  of  the shares represented at  any  shareholders'
meeting.  Such inspection may be made in person or by an agent or
attorney,  and shall include the right to make extracts.   Demand
of inspection other than at a shareholders' meeting shall be made
in  writing upon the president, secretary or assistant  secretary
of corporation.

     Section 5.03.  Checks, Drafts, Etc.  All checks, drafts or other
orders  for  payment  of  money,  notes  or  other  evidences  of
indebtedness,   issued  in  the  name  of  or  payable   to   the
corporation,  shall  be  signed or endorsed  by  such  person  or
persons  and  in  such manner as, from time  to  time,  shall  be
determined by resolution of the board of directors.

     Section 5.04.  Annual Report.  The board of directors of the
corporation shall cause to be sent to the shareholders not  later
than  one hundred twenty (120) days after the close of the fiscal
or calendar year an annual report.

     Section 5.05.  Contracts, Etc., How Executed.  The board  of
directors,  except  as  in  the Bylaws  otherwise  provided,  may
authorize any officer of or officers, agent or agents,  to  enter
into any contract, deed or lease or execute any instrument in the
name of and on behalf of the corporation, and such authority  may
be  general  or  confined to specific instances;  and  unless  so
authorized  by  the  board of directors,  no  officer,  agent  or
employee   shall  have  any  power  or  authority  to  bind   the
corporation by any contract or engagement or to pledge its credit
to render it liable for any purpose or to any amount.

     Section  5.06.   Certificates Of Stock.   A  certificate  or
certificates  for shares of the capital stock of the  corporation
shall  be  issued  to each shareholder when any such  shares  are
fully  paid  up.  All such certificates shall be  signed  by  the
president  or a vice president and the secretary or an  assistant
secretary, or be authenticated by facsimiles of the signature  of
the president and secretary or by a facsimile of the signature of
the  president and the written signature of the secretary  or  an
assistant secretary.  Certificates for shares may be issued prior
to  full payment under such restrictions and for such purposes as
the  board  of  directors  or the Bylaws may  provide;  provided,
however,  that  any  such certificate so  issued  prior  to  full
payment shall state the amount remaining unpaid and the terms  of
payment thereof.

     Section 5.07.  Representations Of Shares Of Other Corporations.
The  president  or  any  vice  president  and  the  secretary  or
assistant secretary of this corporation are authorized  to  vote,
represent  and exercise on behalf of this corporation all  rights
incident  to  any  and  all shares of any  other  corporation  or
corporations  standing  in  the name of  this  corporation.   The
authority herein granted to said officers to vote or represent on
behalf  of  this  corporation or corporations  may  be  exercised
either by such officers in person or by any person authorized  so
to  do  by  proxy  or  power of attorney duly  executed  by  said
officers.

     Section 5.08.  Inspection Of Bylaws.  The corporation shall keep
in  its  principal  office for the transaction  of  business  the
original or a copy of the Bylaws as amended, or otherwise altered
to  date,  certified by the secretary, which  shall  be  open  to
inspection  by  the shareholders at all reasonable  times  during
office hours.

                   Article VI.    - Amendments

     Section 6.01.  Power Of Shareholders.  New Bylaws may be adopted
or  these  Bylaws  may  be amended or repealed  by  the  vote  of
shareholders entitled to exercise a majority of the voting  power
of the corporation or by the written assent of such shareholders.

     Section 6.02.  Power Of Directors.  Subject to the right  of
shareholders  as provided in Section 6.01of this  Article  VI  to
adopt,  amend  or repeal Bylaws, Bylaws other than  a  By-law  or
amendment thereof changing the authorized number of directors may
be adopted, amended or repealed by the board of directors.

     Section 6.03.  Action By Directors Through Consent In Lieu Of
Meeting.   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
or  of  such  committee  thereto sign a  written  consent.   Such
written consent shall be filed with the minutes of proceedings of
the board or committee.

         Article VII.   - Officer & Directory Indemnity

          The Corporation shall indemnify any current or former
director or officer and may indemnify any current or former
employee or agent of the Corporation to the fullest extent not
prohibited by law, which is made, or threatened to be made, a
party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative or other (including an action, suit
or proceeding by or in the right of the Corporation), by reason
of the fact that  such person is or was a director, officer,
employee or agent of the Corporation or a fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974
with respect to any employee benefit plan of the Corporation, or
serves or served at the request of the Corporation as a director,
officer, employee or agent, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture,
trust or other enterprise.  The Corporation shall pay for or
reimburse the reasonable expenses incurred by any such current or
former director or officer and may pay for or reimburse the
reasonable expenses incurred by any such current or former
employee or agent, in any such proceeding in advance of the final
disposition of the proceeding in advance of the final disposition
of the proceeding if the person sets forth in writing (i) the
person's good faith belief that the person is entitled to
indemnification under this Section 9 and (ii) the person's
agreement to repay all advances if it is ultimately determined
that the person is not entitled to indemnification under this
Article VII.  No amendment to this Article VII that limits the
Corporation's obligation to indemnify any person shall have any
effect on such obligation for any act or omission that occurs
prior to the later of the effective date of the amendment or the
date notice of the amendment is given to the person.  This
Article VII shall not be deemed exclusive of any other provisions
for indemnification or advancement of expenses of directors,
officers, employees, agents and fiduciaries that may be included
in any statute, bylaw, agreement, general or specific action of
the Board of Directors, vote of stockholders or other document
arrangement.