EXHIBIT 3.4


                                     BY-LAWS

                                       OF

                               USTN HOLDINGS INC.

                 (Formerly known as U.S. TELNET HOLDINGS, INC.)


                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of USTN HOLDINGS,  INC.
(the  "Corporation")  shall be  established  and maintained at the office of the
Prentice-Hall  Corporation Systems, Inc., in the City of Dover, in the County of
Kent, in the State of Delaware,  and said  corporation  shall be the  registered
agent of this Corporation.

     SECTION 2. OTHER OFFICES.  The Corporation  may have other offices,  either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the  Corporation  may
require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION  1.  ANNUAL  MEETINGS.  Annual  meetings  of  stockholders  for the
election of directors and for such other business as may be stated in the notice
of the meeting,  shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.  In the event the
Board of Directors  fails to so determine  the time,  date and place of meeting,
the annual meeting of stockholders  shall be held at the principal office of the
Corporation at 203 North LaSalle  Street,  Chicago,  Illinois  60601-1293 on the
first Monday in June.

     If the date of the  annual  meeting  shall fall upon a legal  holiday,  the
meeting  shall be held on the  next  succeeding  business  day.  At each  annual
meeting, the stockholders  entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice
of the meeting

     SECTION 2. OTHER MEETINGS.  Meetings of stockholders  for any purpose other
than the  election of  directors  may be held at such time and place,  within or
without the State of Delaware, as shall be stated in the notice of the meeting.




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     SECTION 3. VOTING. Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation  and in accordance with the provisions
of these By-Laws shall be entitled to one vote, in person or by proxy,  for each
share of stock entitled to vote held by such stockholder,  but no proxy shall be
voted after  eleven (11) months from its date unless such proxy  provides  for a
longer period.  Upon the demand of any  stockholder,  the vote for directors and
the vote upon any question before the meeting shall be by ballot.  All elections
for directors  shall be decided by plurality  vote; all other questions shall be
determined by majority vote except as otherwise  provided by the  Certificate of
Incorporation or the laws of the State of Delaware.

     A  complete  list of the  stockholders  entitled  to  vote at the  meeting,
arranged in  alphabetical  order,  with the  address of each,  and the number of
shares held by each,  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
who is present.

     SECTION 4.  QUORUM.  Except as  otherwise  required by these  By-Laws,  the
presence, in person or by proxy, of stockholders holding a majority of the stock
of the Corporation entitled to vote shall constitute a quorum at all meetings of
the  stockholders.  In case a quorum  shall not be  present  at any  meeting,  a
majority in interest of the  stockholders  entitled to vote thereat,  present in
person or by proxy,  shall have power to adjourn the meeting  from time to time,
without  notice  other than  announcement  at the meeting,  until the  requisite
amount of stock entitled to vote shall be present. At any such adjourned meeting
at which the requisite  amount of stock  entitled to vote shall be  represented,
any business may be transacted  which might have been  transacted at the meeting
as  originally  noticed;  but only those  stockholders  entitled  to vote at the
meeting as originally  noticed shall be entitled to vote at any  adjournment  or
adjournments thereof.

     SECTION 5. SPECIAL  MEETINGS.  Special  meetings of the stockholders may be
held whenever and wherever called for by the Chairman of the Board of Directors,
the President or the Board of Directors, or by the written demand of the holders
of no fewer than  one-third of all the shares of capital stock  entitled to vote
at the meeting.  The business which may be conducted at any such special meeting
shall be confined to the purposes  stated in the notice  thereof,  including the
election and/or removal of directors.

     SECTION 6. NOTICE OF MEETINGS.  Written notice, stating the place, date and
time of the  meeting,  and the  purpose  or  purposes  for which the  meeting is
called,  shall be given to each  stockholder  entitled  to vote  thereat  at his
address as it appears on the records of the  Corporation,  not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be transacted  at any meeting  without the consent of
the majority of stockholders entitled to vote thereat.




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     SECTION 7.  INSPECTORS OF ELECTION.

          (a) At such time as the Corporation  becomes subject to Section 231 of
the General  Corporation  Law of the State of Delaware,  the  provisions of this
Section 7 shall become  applicable.  The  Corporation  shall,  in advance of any
meeting of  stockholders,  appoint one or more  inspectors to act at the meeting
and make a written report  thereof.  The  Corporation  may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of  stockholders,  the person
presiding  at the meeting  shall  appoint one or more  inspectors  to act at the
meeting. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath  faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.

          (b)  The   inspectors   shall  (i)  ascertain  the  number  of  shares
outstanding and the voting power of each, (ii) determine the shares  represented
at a meeting and the validity of proxies and ballots,  (iii) count all votes and
ballots,  (iv)  determine  and  retain for a  reasonable  period a record of the
disposition of any challenges made to any  determination by the inspectors,  and
(v)  certify  their  determination  of the number of shares  represented  at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entitles to assist the inspectors in the  performance of
the duties of the inspectors.

          (c) The date and time of the  opening and the closing of the polls for
each  matter  upon  which  the  stockholders  will  vote at a  meeting  shall be
announced  at the  meeting.  No ballot,  proxies or votes,  nor any  revocations
thereof  or changes  thereto,  shall be  accepted  by the  inspectors  after the
closing  of the  polls  unless  the  Court of  Chancery  upon  application  by a
stockholder shall determine otherwise.

          (d) In  determining  the validity and counting of proxies and ballots,
the inspectors shall be limited to an examination of the proxies,  any envelopes
submitted  with those  proxies,  any  information  provided in  accordance  with
ss.212(c)(2) of the General  Corporation  Law of the State of Delaware,  ballots
and the regular books and records of the Corporation, except that the inspectors
may consider other reliable  information  for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers,  their nominees
or  similar  persons  which  represent  more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder  holds
of record. If the inspectors consider other reliable information for the limited
purpose  permitted   herein,   the  inspectors  at  the  time  they  make  their
certification  pursuant to subsection (b)(v) of this Section 7 shall specify the
precise information considered by them including the person or persons from whom
they obtained the information,  when the information was obtained,  the means by
which the information was obtained and the basis for the inspectors' belief that
such information is accurate and reliable.

     SECTION  8.  CONDUCT  OF  STOCKHOLDER'S   MEETINGS.  The  meetings  of  the
stockholders  shall be presided  over by the Chairman of the Board,  or if he is
not present,  by the President,  or if neither of such officers is present, by a
Vice President designated by the Board of Directors, or if none of such officers
is present,  by a chairman to be elected at the  meeting.  The  Secretary of the
Corporation,  if present,  shall act as secretary of such  meetings or, if he is
not present,  an Assistant  Secretary  designated by the chairman of the meeting
shall so




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act; if neither the  Secretary  nor an Assistant  Secretary  is present,  then a
secretary  shall be  appointed  by the  chairman  of the  meeting.  The order of
business shall be as determined by the chairman of the meeting.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL  POWERS.  The  property and business of the  Corporation
shall be managed by its Board of  Directors,  which shall possess all the powers
of the  Corporation  except as may be  otherwise  provided  by statute or by the
certificate of incorporation or by these by-laws.

     The board of directors may hold its meetings,  establish  corporate offices
and agencies, and keep the books of the Corporation at such places either within
or without the State of Delaware as it may from time to time determine.

     SECTION 2. NUMBER OF DIRECTORS.  The number of directors of the Corporation
which shall  constitute  the entire Board shall  initially be sixteen (16),  but
such number may be changed  from time to time to a number not less than five (5)
nor more than  sixteen  (16) by  resolution  adopted by a majority of the entire
Board;  provided,  however, that the number of directors constituting the entire
Board shall not be decreased by the Board of Directors  below the number then in
office  unless such  decrease  shall become  effective at any annual  meeting of
stockholders.  The  directors  shall be  elected  at the  annual  meeting of the
stockholders  and each  director  shall be elected to serve until his  successor
shall be elected and shall  qualify.  As used in these  By-laws,  "entire Board"
means the total number of directors the Corporation  would have if there were no
vacancies.

     SECTION 3.  RESIGNATIONS.  Any  director,  member of a  committee  or other
officer may resign at any time. Such resignation  shall be made in writing,  and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the Chairman of the Board of Directors,  President or
Secretary.  The  acceptance of a  resignation  shall not be necessary to make it
effective.

     SECTION 4. VACANCIES. If the office of any director,  member of a committee
or other officer becomes vacant, the remaining directors in office,  though less
than a quorum by a majority vote, may appoint any qualified  person to fill such
vacancy,  who shall hold office for the  unexpired  term and until his successor
shall be duly chosen.

     SECTION  5.  REMOVAL.  Except as  hereinafter  provided,  any  director  or
directors  may be  removed  either  for or  without  cause  at any  time  by the
affirmative  vote of the  holders  of a  majority  of all the  shares  of  stock
outstanding  and  entitled  to vote,  at a special  meeting of the  stockholders
called for the  purpose and the  vacancies  thus  created may be filled,  at the
meeting held for the purpose of removal,  by the affirmative  vote of a majority
in interest of the stockholders entitled to vote.

     SECTION 6.  INCREASE OR DECREASE OF NUMBER.  The number of directors may be
increased or decreased by amendment of these By-Laws by the affirmative vote of
a majority of the directors, though less than a quorum, or, by the affirmative




<PAGE>





vote of a majority in interest of the stockholders,  at the annual meeting or at
a special meeting called for that purpose.



     SECTION 7. POWERS.  The Board of Directors shall exercise all of the powers
of the  Corporation  except  such  as  are by  law,  or by  the  Certificate  of
Incorporation of the Corporation or by these By-Laws  conferred upon or reserved
to the stockholders.

     SECTION  8.  COMMITTEES.  The Board of  Directors  may,  by  resolution  or
resolutions  passed by a  majority  of the whole  board,  designate  one or more
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The Board may designate one or more directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or  disqualification  of any member of
such  committee  or  committees,  the member or members  thereof  present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

     Any such  committee,  to the extent provided in the resolution of the Board
of Directors,  or in these  By-Laws,  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; but no such committee shall have the
power or authority in reference to amending the  Certificate  of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
Corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation;  and, unless the resolution,  these By-Laws,  or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.

     SECTION 9.  MEETINGS.  The newly  elected  directors  may hold their  first
meeting for the purpose of organization  and the  transaction of business,  if a
quorum be present, immediately after the annual meeting of the stockholders;  or
the time and place of such meeting may be fixed by consent in writing of all the
directors.

     Regular meetings of the directors may be held without notice at such places
and  times  as  shall  be  determined  from  time to time by  resolution  of the
directors.

     Special meetings of the board may be called by the Chairman,  the President
or by the  Secretary  on the written  request of any four  directors on at least
four  days'  prior  notice to each  director  and shall be held at such place or
places as may be determined by the directors,  or as shall be stated in the call
of the meeting.

     Unless  otherwise  restricted by the Certificate of  Incorporation or these
By-Laws, members of the Board of Directors, or any committee designated by the




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Board of Directors,  may participate in a meeting of the Board of Directors,  or
any  committee,  by means of  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other, and such  participation  in a meeting shall  constitute  presence in
person at the meeting.




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     SECTION 10.  QUORUM.  A majority of the entire  Board  shall  constitute  a
quorum for the  transaction  of  business.  If at any meeting of the board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting  from time to time until a quorum is  obtained,  and no  further  notice
thereof need be given other than by  announcement  at the meeting which shall be
so  adjourned.  The vote of the  majority of  directors  present at a meeting at
which a quorum is present shall be the act of the Board of Directors  unless the
Certificate of  Incorporation or these By-laws shall require a vote of a greater
number.

     SECTION 11.  COMPENSATION.  Directors shall receive such  compensation  for
their  services as  directors  or as members of  committees,  as may be fixed by
resolution  of the Board of  Directors,  including  but not  limited to a stated
salary,  fixed fee, or hourly rate and expenses of attendance  for attendance at
each meeting or  engagement or activity on behalf of this  Corporation.  Nothing
herein  contained  shall be construed to preclude any director  from serving the
Corporation  in any  other  capacity  as an  officer,  agent or  otherwise,  and
receiving compensation therefor.

     SECTION 12. ACTION WITHOUT 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 members of the Board or of such committee as
the case may be, consent thereto in writing and the writing or writings and such
written  consent  is filed  with the  minutes  of  proceedings  of the  Board or
committee.


                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. OFFICERS. The officers of the Corporation shall be a Chairman of
the Board of Directors, a President, a Treasurer,  and a Secretary,  all of whom
shall be elected by the Board of Directors and who shall hold office until their
successors  are elected and qualified.  In addition,  the Board of Directors may
elect one or more  Vice-Presidents and such Assistant  Secretaries and Assistant
Treasurers  as they  may  deem  proper.  None of the  officers  (other  than the
Chairman of the Board of  Directors)  need be directors.  The officers  shall be
elected  at the  first  meeting  of the Board of  Directors  after  each  annual
meeting,  and vacancies in any office and newly created offices may be filled by
the Board at any time. Any two or more offices may be held by the same person.

     SECTION 2. REMOVAL OF OFFICERS. Any officer may be removed,  either with or
without cause,  by the vote of a majority of the directors then in office at any
meeting of the board of directors,  but such removal shall be without  prejudice
to the contract rights, if any, of the person so removed.

     SECTION 3. OTHER  OFFICERS AND AGENTS.  The Board of Directors  may appoint
such other  officers and agents as it may deem  advisable,  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.




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     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors  shall  preside at all meetings of directors and  stockholders  of the
Corporation and may call meetings of the Board of Directors. The Chairman of the
Board of  Directors  shall also  perform such other duties as may be assigned to
him by the Board of Directors.

     SECTION 5. PRESIDENT. The President shall be the chief executive officer of
the Corporation and shall formulate  policies with respect to the affairs of the
Corporation  and have  general  powers of  supervision  and  management.  In the
absence of the Chairman of the Board of Directors,  the President  shall preside
at meetings of the stockholders and the Board of Directors.  Except as the Board
of Directors  shall  authorize the execution  thereof in some other manner,  the
President shall be authorized to execute bonds, mortgages and other contracts on
behalf of the Corporation to cause the  Corporation's  seal to be affixed to any
instrument  requiring such seal, and when so affixed such seal shall be attested
by the signatures of the Secretary or Assistant Secretary.

     SECTION 6.  VICE-PRESIDENT.  Each Vice-President shall have such powers and
shall perform such duties as shall be assigned to him by the directors.

     SECTION 7. TREASURER. The Treasurer shall have the custody of the corporate
funds and  securities  and shall keep full and accurate  account of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other  valuables  in the name and to the credit of the  Corporation  in such
depositaries 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,  the  Chairman  of the  Board of  Directors  or the
President, taking proper vouchers for such disbursements. He shall render to the
Chairman of the Board of Directors,  the President and Board of Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  Corporation.  If  required  by the Board of  Directors,  he shall  give the
Corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the board shall prescribe.

     SECTION 8.  SECRETARY.  The  Secretary  shall  give,  or cause to be given,
notice of all meetings of  stockholders  and  directors,  and all other  notices
required  by law or by these  By-Laws  and in case of his  absence or refusal or
neglect so to do, any such notice may be given by any person thereunto  directed
by the Chairman of the Board of Directors,  the President,  or by the directors,
or  stockholders,  upon whose  requisition  the meeting is called as provided in
these  By-Laws.  He shall  record all the  proceedings  of the  meetings  of the
Corporation  and of the  directors  in a book to be kept for that  purpose,  and
shall  perform such other  duties as may be assigned to him by the  directors or
the  Chairman  of the Board of  Directors  or the  President.  He shall have the
custody  of the  seal  of the  Corporation  and  shall  affix  the  same  to all
instruments  requiring  it, when  authorized by the directors or the Chairman of
the Board of Directors or the President, and attest the same.

     SECTION  9.  ASSISTANT  TREASURERS  AND  ASSISTANT  SECRETARIES.  Assistant
Treasurers  and Assistant  Secretaries,  if any, shall be elected and shall have
such  powers  and  shall  perform  such  duties  as shall be  assigned  to them,
respectively, by the directors.





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                                    ARTICLE V

                                  MISCELLANEOUS

     SECTION 1.  CERTIFICATES  OF STOCK. A certificate  of stock,  signed by the
Chairman of the Board of  Directors,  the President or  Vice-President,  and the
Treasurer  or an Assistant  Treasurer  or  Secretary or an Assistant  Secretary,
shall be issued to each stockholder certifying the number of shares owned by him
in the Corporation. Any of or all the signatures may be facsimiles.

     SECTION 2. LOST  CERTIFICATES.  A new certificate of stock may be issued in
the place of any certificate  theretofore issued by the Corporation,  alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the  Corporation  a bond,  in such sum as they may  direct,  not  exceeding
double the value of the stock,  to indemnify the  Corporation  against any claim
that  may be  made  against  it on  account  of the  alleged  loss  of any  such
certificate, or the issuance of any such new certificate.

     SECTION 3. TRANSFER OF SHARES. The shares of stock of the Corporation shall
be transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal  representatives,  and upon such transfer the
old certificates shall be surrendered to the Corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers,  or to such
other person as the  directors may  designate,  by whom they shall be cancelled,
and new  certificates  shall thereupon be issued. A record shall be made of each
transfer and whenever a transfer shall be made for collateral security,  and not
absolutely, it shall be so expressed in the entry of the transfer.

     SECTION 4. RECORD DATE.  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,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or 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, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  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; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     SECTION 5.  DIVIDENDS.  Subject to the  provisions  of the  Certificate  of
Incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor at any regular or special meeting,  declare  dividends upon the capital
stock of the Corporation as and when they deem expedient.  Before  declaring any
dividend  there may be set apart out of any funds of the  Corporation  available
for  dividends,  such sum or sums as the  directors  from  time to time in their
discretion  deem  proper  for  working  capital  or as a  reserve  fund  to meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
directors shall deem conducive to the interests of the Corporation.




<PAGE>






     SECTION 6. SEAL.  The  corporate  seal shall be  circular in form and shall
contain  the name of the  Corporation,  the year of its  creation  and the words
"CORPORATE  SEAL  DELAWARE".  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 7.  FISCAL YEAR.  The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

     SECTION 8.  CHECKS.  All checks,  drafts or other orders for the payment of
money,  notes or  other  evidences  of  indebtedness  issued  in the name of the
Corporation shall be signed by such officer or officers,  agent or agents of the
Corporation,  and in such  manner  as shall be  determined  from time to time by
resolution of the Board of Directors.

     SECTION 9. NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by
these  By-Laws to be given,  personal  notice is not meant  unless  expressly so
stated,  and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person  entitled  thereto at his  address  as it  appears on the  records of the
Corporation,  and such  notice  shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by law.

     Whenever any notice  whatever is required to be given under the  provisions
of any law, or under the provisions of the Certificate of  Incorporation  of the
Corporation or these By-Laws, 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.


                                   ARTICLE VI

                                   AMENDMENTS

     These  By-Laws  may be altered or  repealed  and By-Laws may be made at any
annual meeting of the  stockholders  or at any special meeting thereof if notice
of the  proposed  alteration  or  repeal  or  By-Law  or  By-Laws  to be made be
contained in the notice of such special  meeting,  by the affirmative  vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the  affirmative  vote of a majority of the Board of  Directors,  at any regular
meeting of the Board of  Directors,  or at any  special  meeting of the Board of
Directors,  if notice of the proposed alteration or repeal, or By-Law or By-Laws
to be made, be contained in the notice of such special meeting.





<PAGE>






                                   ARTICLE VII

                           IDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

    SECTION 1. The Corporation may indemnify 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  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation or who is or was serving at the request of the Corporation as a
director,  officer, employee or agent of another Corporation partnership,  joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the Corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
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  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. The  Corporation  may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  Corporation  to procure a judgment  in
its favor by reason of the fact that he is or was a director,  officer, employee
or  agent  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  or  other  enterprise,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  Corporation and except that no  indemnification  shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his duty to the  Corporation  unless  and only to the  extent  that the court in
which such action or suit was brought shall  determine  upon  application,  that
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the court shall deem proper.

     SECTION 3. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     SECTION 4. Any indemnification  under Sections 1 and 2 (unless ordered by a
court) shall be made by the Corporation  only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or




<PAGE>





agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in Sections 1 and 2. Such  determination  shall be made (a)
by the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (b) if such a quorum
is not obtainable,  or, even if obtainable,  a quorum of disinterested directors
so directs,  by independent  legal counsel in a written  opinion,  or (c) by the
stockholders.

     SECTION 5. Expenses  (including  attorneys'  fees)  incurred in defending a
civil,  criminal,  administrative or investigative action suit or proceeding may
be paid by the  Corporation in advance of the final  disposition of such action,
suit or  proceeding  upon  receipt  of an  undertaking  by or on  behalf  of the
director or officer to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be  indemnified  by the  Corporation as authorized in
this  Article.  Such  expenses  (including  attorneys'  fees)  incurred by other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the board of directors deems appropriate.

     SECTION 6. The indemnification and advancement of expenses provided by this
Article  shall  not be deemed  exclusive  of any  other  rights  to which  those
indemnified may be entitled under any contract,  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.

     SECTION  7. The  Corporation  shall  have power to  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  Corporation,  or who is or was  serving  at the  request  of the
Corporation as a director,  officer,  employee or agent of another  Corporation,
partnership,  joint  venture,  trust 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 this Article.

     SECTION 8. The  indemnification and advancement of expenses provided by, or
granted  pursuant  to,  this  Article  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.