EXHIBIT 3.4

                STARNET COMMUNICATIONS INTERNATIONAL INC.

                                 BY-LAWS


                                ARTICLE I

                                 OFFICES

     Section 1.1.   REGISTERED OFFICE.  The registered office shall be as
set forth in the corporation's certificate of incorporation.

     Section 1.2.   OTHER OFFICES.  The corporation may also have offices
at such other places both within and without Delaware as the board of
directors may from time to time determine or the business of the
corporation may require.


                               ARTICLE II

                        MEETINGS OF STOCKHOLDERS

     Section 2.1.   LOCATION OF MEETINGS.  Meetings of stockholders for any
purpose may be held at such time and place, within or without Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver
of notice thereof.

     Section 2.2.   TIME OF ANNUAL MEETING.  Annual meetings of
stockholders, commencing with the year 1998 shall be held on the third
Wednesday of the third month following the close of the fiscal year if not
a legal holiday, and if a legal holiday, then on the next secular day
following, at l0:00 A.M., or at such other date and time as shall be
designated from time to time by the board of directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be
brought before the meeting.

     Section 2.3.   NOTICE OF ANNUAL MEETING.  Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting.

     Section 2.4.   STOCKHOLDER LIST.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 2.5.   SPECIAL MEETINGS.  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
president and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the request in
writing of stockholders owning a majority in amount of the entire capital

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stock of the corporation issued and outstanding and entitled to vote.  Such
request shall state the purpose or purposes of the proposed meeting.

     Section 2.6.   NOTICE OF SPECIAL MEETINGS.  Written notice of a
special meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be given not
less than ten nor more than sixty days before the date of the meeting, to
each stockholder entitled to vote at such meeting.

     Section 2.7.   BUSINESS TRANSACTED AT SPECIAL MEETINGS.  Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 2.8.   QUORUM.  The holders of one-third of the stock issued
and outstanding and entitled to vote thereat, present in person, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute or by the certificate
of incorporation.  If, however, such quorum shall not be present at any
meeting of the stockholders, the stockholders entitled to vote thereat,
present in person, shall have the power to adjourn the meeting from time to
time, without notice other than the announcement at the meeting, until a
quorum shall be present.  At such adjourned meeting, at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.  If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

     Section 2.9.   MAJORITY VOTE.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting
power present in person shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     Section 2.10.  ONE VOTE PER SHARE.  Each stockholder shall, at every
meeting of the stockholders, be entitled to one vote in person for each
share of the capital stock having voting power held by such stockholder.

     Section 2.11.  ACTION BY WRITTEN CONSENT.  Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for
or in connection with any corporate action, by any provision of the
statutes, the meeting and vote of stockholders may be dispensed with if a
consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted.  If,
pursuant to this provision, corporate action is taken without a meeting by
less than unanimous written consent, prompt notice of the taking of such
action shall be given to those stockholders who have not consented in writing.


                               ARTICLE III

                                DIRECTORS

     Section 3.1.   NUMBER; ELECTION; QUALIFICATIONS.  The number of
directors which shall constitute the whole board shall be such number as
shall be determined from time to time by resolution of the board of directors.

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     The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and
qualified.  Directors need not be stockholders.

     Section 3.2.   VACANCIES.  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are
duly elected and shall qualify, unless sooner displaced.  If there are no
directors in office, then an election of directors may be held in the
manner provided by statute.  If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute
less than a majority of the whole board (as constituted immediately prior
to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the total
number of the shares at the time outstanding having the right to vote for
such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships or to replace the directors chosen
by the directors then in office.

     Section 3.3.   MANAGEMENT OF BUSINESS.  The business of the
corporation shall be managed by its board of directors which may exercise
all such powers of the corporation and do all such lawful acts and things
as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the stockholders.

                   MEETINGS OF THE BOARD OF DIRECTORS

     Section 3.4.   LOCATION.  The board of directors of the corporation
may hold meetings, both regular and special, either within or without Delaware.

     Section 3.5.   INITIAL MEETING.  The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice
of such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present.

     In the event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected board of directors, or in
the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of
the board of directors, or as shall be specified in a written waiver signed
by all of the directors.

     Section 3.6.   REGULAR MEETINGS.  Regular meetings of the board of
directors may be held without notice at such time and at such place as
shall from time to time be determined by the board.

     Section 3.7.   SPECIAL MEETINGS.  Special meetings of the board may be
called by the president on two days' notice to each director, either
personally or by mail or by telegram; special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of two directors.

     Section 3.8.   QUORUM.  At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the board of directors, 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, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.

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     Section 3.9.   TELEPHONIC MEETINGS.  Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of such Board or 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 participation in a
meeting pursuant to these by-laws shall constitute presence in person at
such meeting.

     Section 3.10.  ACTION BY WRITTEN CONSENT.  Unless otherwise restricted
by the certificate of incorporation or these by-laws, any action required
or permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members of the
board or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the board
or committee.

                         COMMITTEES OF DIRECTORS

     Section 3.11.  AUTHORITY OF COMMITTEES.  The board of directors may,
by resolution passed by a majority of the whole board, designate one or
more committees.  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.

     Any such committee, to the extent provided in the resolution, 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; provided, however, that 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.  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.

     Section 3.12.  COMMITTEE MINUTES.  Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.

     Section 3.13.  COMPENSATION.  The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director.  No such payment shall preclude
any director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees
may be allowed like compensation for attending committee meetings.


                               ARTICLE IV

                                 NOTICES

     Section 4.1.   METHOD OF NOTICE.  Whenever under the provisions of the
statutes or of the certificate of incorporation or of these by-laws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing,
by mail, addressed to such director or stockholder, at the stockholder's
address as it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail.  Notice to
directors may also be personally delivered, or given by telegram or facsimile.

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     Section 4.2.   WAIVER.  Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of incorporation
or of 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 V

                                OFFICERS

     Section 5.1.   OFFICES CREATED.  The officers of the corporation shall
be chosen by the board of directors and shall be a chairman of the board,
a president, a vice-president, a secretary and a treasurer.  The board of
directors may also choose additional vice-presidents or assistant vice-
presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.

     Section 5.2.   APPOINTMENT OF OFFICERS.  The board of directors at its
first meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer and such other officers as the board
deems appropriate.

     Section 5.3.   OTHER APPOINTMENTS.  The board of directors may appoint
such other officers and agents as it shall deem necessary 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.

     Section 5.4.   COMPENSATION.  The salaries of all officers and agents
of the corporation shall be fixed by the board of directors.  Any payments
made to an officer of the corporation such as salary, commission, bonus,
interest or rent, or entertainment expenses incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer to the corporation to
the full extent of such disallowance.  It shall be the duty of the
directors, as a board, to enforce payment of each such amount disallowed.
In lieu of payment by the officer, subject to the determination of the
directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.

     Section 5.5.   TERM.  The officers of the corporation shall hold
office until their successors are chosen and qualify.  Any officer elected
or appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors.  Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

                              THE PRESIDENT

     Section 5.6.   GENERAL DUTIES.  The president shall be the chief
executive officer of the corporation, shall preside at all meetings of the
stockholders, shall have general and active management of the business of
the corporation and shall see that all orders and resolutions of the board
of directors are carried into effect.

     Section 5.7.   AUTHORITY TO EXECUTE CONTRACTS.  The president shall
execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

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                           THE VICE-PRESIDENTS

     Section 5.8.   DUTIES OF VICE-PRESIDENT.  In the absence of the
president or in the event of the president's inability or refusal to act,
the vice-president (or in the event there be more than one vice-president,
the vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president.  The vice-presidents
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                 THE SECRETARY AND ASSISTANT SECRETARIES

     Section 5.9.   DUTIES OF SECRETARY.  The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and shall perform
like duties for the standing committees when required.  He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as
may be prescribed by the board of directors or president, under whose
supervision he shall be.  He shall have custody of the corporate seal of
the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may
be attested by his signature or by the signature of such assistant
secretary.  The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by
his signature.

     Section 5.10.  DUTIES OF ASSISTANT SECRETARIES.  The assistant
secretary, or if there be more than one, the assistant secretaries in the
order determined by the board of directors (or if there be no such
determination, then in the order of their election) shall, in the absence
of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                 THE TREASURER AND ASSISTANT TREASURERS

     Section 5.11.  DUTIES OF TREASURER.  The treasurer shall have the
custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the  corporation in such depositories as may be
designated by the board of directors.

     Section 5.12.  DISBURSEMENT OF FUNDS.  The treasurer shall disburse
the funds of the corporation as may be ordered by the board of directors,
taking proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the corporation.

     Section 5.13.  BOND.  If required by the board of directors, the
treasurer shall give the corporation a bond (which shall be renewed every
six years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of the treasurer's office and for the restoration to the
corporation, in case of the treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his or her possession or under his or her
control belonging to the corporation.

     Section 5.14.  ASSISTANT TREASURERS.  The assistant treasurer, or if
there shall be more than one, the assistant treasurers, in the order
determined by the board of directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the
treasurer or in the event of his inability or

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refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board
of directors may from time to time prescribe.

                          CHAIRMAN OF THE BOARD

     Section 5.15.  DUTIES OF CHAIRMAN OF THE BOARD.  The chairman of the
board shall preside at all meetings of the board of directors.  The
chairman of the board shall be a director of the corporation and may, but
need not, hold another corporate office.  In the absence of the chairman of
the board or in the event of the chairman's inability or refusal to act,
the board of directors shall appoint from among their number a chairman PRO
TEM to preside at meetings of the board of directors.


                               ARTICLE VI

                             INDEMNIFICATION

     Section 6.1.   RIGHT TO INDEMNIFICATION.  The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable
law as it presently exists or may hereafter be amended, any person who was
or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he or she, or a
person for whom he or she is the legal representative, 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 or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person.  The Corporation shall be required to
indemnify a person in connection with a proceeding initiated by such person
only if the proceeding was authorized by the Board of Directors of the
Corporation.

     Section 6.2.   PREPAYMENT OF EXPENSES.  The Corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined
that the director or officer is not entitled to be indemnified under this
Article or otherwise.

     Section 6.3.   CLAIMS.  If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the Corporation the claimant
may file suit to recover the unpaid amount of such claim and, if successful
in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim.  In any such action the Corporation shall have the
burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.

     Section 6.4.   NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, these by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

     Section 6.5.   OTHER INDEMNIFICATION.  The Corporation's obligation,
if any, to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or non-profit entity shall be reduced by
any amount such person

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may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit enterprise.

     Section 6.6.   AMENDMENT OR REPEAL.  Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any
right or protection hereunder of any person with respect to any act or
omission occurring prior to the time of such repeal or modification.


                               ARTICLE VII

                          CERTIFICATES OF STOCK

     Section 7.1.   REQUIREMENTS.  Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of directors or
the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.

     Section 7.2.   COUNTERSIGNATURE.  Where a certificate is countersigned
(l) by a transfer agent other than the corporation or its employee, or (2)
by a registrar other than the corporation or its employee, any other
signature on the certificate may be facsimile.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

     Section 7.3.   LOST CERTIFICATES.  The board of directors may direct
a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative to advertise the same in such manner as it shall be required
and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 7.4.   TRANSFERS OF STOCK.  Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.

                           FIXING RECORD DATE

     Section 7.5.   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 of 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 be not 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.

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     Section 7.6.   REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to recognize the exclusive right of a person registered in its
books as the owner of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a person registered on
its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.


                              ARTICLE VIII

                           GENERAL PROVISIONS

     Section 8.1  INTERESTED PARTY TRANSACTIONS.  In the event of a
proposed contract or transaction between a corporation and one or more of
the following (each an "Interested Party"): any (i) officer, (ii) any
director, or (iii) any holder of 10% of the corporation's outstanding stock
or between a corporation and any other corporation partnership,
association, or other organization in which one or more Interested Parties
are officers, directors, or have a financial interest, the notice for the
meeting of the board of directors at which such contract is to be
considered shall identify such contract or transaction and the fact that an
Interested Party is involved in the transaction.  A proposed contract or
transaction involving an Interested Party as aforesaid may not be
consummated unless it is authorized at a board meeting at which (1) all
material facts as to the relationship or interest of the Interested Party
have been disclosed, and (2) a majority of the directors who are not
Interested Parties have authorized the contract or transaction following
such full disclosure.

     Section 8.2.   DECLARATION OF DIVIDENDS.  Dividends upon the capital
stock of the corporation, subject to the applicable provisions, if any, of
the certificate of incorporation may be declared by the board of directors
at any regular or special meeting, pursuant to and in accordance with
applicable law.  Dividends may be paid in cash, in property, or in shares
of the capital stock, subject to the provisions of the certificate of
incorporation.

     Section 8.3.   ESTABLISHMENT OF RESERVE.  Before payment of any
dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve or reserves
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as
the directors shall think conducive to the interest of the corporation, and
the directors may modify or abolish any such reserve in the manner in which
it was created.

     Section 8.4.   CONTRACTS.  In addition to, and specifically not in
limitation of, such authority as may be granted to them under the General
Corporation Law of the State of Delaware, as amended from time to time, the
Board of Directors may authorize any officer or officers or any agent or
agents to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation and such authority may be
general or confined to specific instances.

     Section 8.5.   ANNUAL STATEMENT.  The board of directors shall present
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.

     Section 8.6.   CHECKS.  All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time designate.

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     Section 8.7.   FISCAL YEAR.  The fiscal year of the corporation shall
be fixed by resolution of the board of directors.

                                  SEAL

     Section 8.8.   SEAL.  The corporate seal shall have inscribed thereon
the words "Corporate Seal, Delaware" and may include the name of the
corporation and the year of its organization.  The corporate seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in
any other manner reproduced.  The corporation may adopt for any
transaction, without the specific leave of the directors, a seal which is
different from its customary and usual seal; and it shall be sufficient in
any document requiring the seal of the corporation if the officer executing
such document on behalf of the corporation, being authorized to do so,
writes or prints the word "Seal" or makes some similar mark.


                               ARTICLE IX

                               AMENDMENTS

     Section 9.1.   PROCEDURE.  These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by the board
of directors, when such power is conferred upon the board of directors by
the certificate of incorporation, at any regular meeting of the
stockholders or of the board of directors or at any special meeting of the
stockholders or of the board of directors if notice of such alteration,
amendment, repeal or adoption of new by-laws be contained in the notice of
such special meeting.


Revised as of July 11, 2000









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