BY-LAWS OF

                           COMCAST LCI HOLDINGS, INC.
                                   (DELAWARE)

                               ARTICLE I - OFFICES

     Section 1-1.  Registered Office and Registered Agent. The Corporation shall
maintain a registered  office and registered agent within the State of Delaware,
which may be changed by the Board of Directors from time to time.

     Section 1-2. Other Offices.  The  Corporation may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time determine.

                       ARTICLE II - STOCKHOLDERS' MEETINGS

     Section 2-1. Place of Stockholders' Meetings.  Meetings of stockholders may
be held at such place, either within or without the State of Delaware, as may be
designated  by the Board of  Directors  from time to time.  If no such  place is
designated by the Board of Directors, meetings of the stockholders shall be held
at the registered office of the Corporation in the State of Delaware.

     Section  2-2.  Annual  Meeting.  A  meeting  of  the  stockholders  of  the
Corporation shall be held in each calendar year,  commencing with the year 2000,
on the 2nd  Thursday of June at 10 o'clock a.m. if not a legal  holiday,  and if
such  day is a legal  holiday,  then  such  meeting  shall  be held on the  next
business day.

     At such annual  meeting,  there  shall be held an  election  for a Board of
Directors  to serve for the ensuing year and until their  respective  successors
are elected and qualified, or until their earlier resignation or removal.

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     Unless the Board of Directors shall deem it advisable, financial reports of
the Corporation's  business need not be sent to the stockholders and need not be
presented at the annual meeting.  If any report is deemed advisable by the Board
of Directors, such report may contain such information as the Board of Directors
shall  determine  and need not be  certified  by a Certified  Public  Accountant
unless the Board of Directors shall so direct.

     Section 2-3. Special Meetings. Except as otherwise specifically provided by
law, special meetings of the stockholders may be called at any time:

               (a) By the Board of Directors; or

               (b) By the President of the Corporation; or

               (c) By the  holders of record of not less than a majority  of all
the shares outstanding and entitled to vote.

     Upon the written request of any person entitled to call a special  meeting,
which request  shall set forth the purpose for which the meeting is desired,  it
shall be the duty of the Secretary to give prompt written notice of such meeting
to be held at such time as the Secretary may fix,  subject to the  provisions of
Section 2-4 hereof. If the Secretary shall fail to fix such date and give notice
within ten (10) days after receipt of such request, the person or persons making
such request may do so.

     Section 2-4.  Notice of Meetings and  Adjourned  Meetings.  Written  notice
stating the place, date and hour of any meeting shall be given not less than ten
(10) nor more  than  sixty  (60) days  before  the date of the  meeting  to each
stockholder  entitled to vote at such meeting.  If mailed,  notice is given when
deposited  in  the  United  States  Mail,  postage  prepaid,   directed  to  the
stockholder at his address as it appears on the records of the Corporation. Such
notice may be given by or at the  direction of the person or persons  authorized
to call the meeting.

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     When a meeting is adjourned  to another  time or place,  notice need not be
given of the  adjourned  meeting if the time and place  thereof are announced at
the meeting at which the  adjournment is taken.  If the  adjournment is for more
than thirty (30) 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  2-5.  Quorum.  Unless  otherwise  provided in the  Certificate  of
Incorporation  or in a By-law  adopted  by the  stockholders  or by the Board of
Directors  (or  the  Incorporators  if no  first  Directors  were  named  in the
Certificate of Incorporation)  at its organization  meeting following the filing
of the Articles of  Incorporation,  the presence,  in person or by proxy, of the
holders  of a  majority  of  the  outstanding  shares  entitled  to  vote  shall
constitute  a  quorum  but in no  event  shall a  quorum  consist  of less  than
one-third  (1/3) of the shares entitled to vote at a meeting.  The  stockholders
present  at  a  duly  organized  meeting  can  continue  to  do  business  until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.  If a meeting  cannot be  organized  because of the  absence of a
quorum,  those  present may,  except as otherwise  provided by law,  adjourn the
meeting to such time and place as they may determine. In the case of any meeting
for the election of Directors,  those stockholders who attend the second of such
adjourned meetings,  although less than a quorum as fixed in this Section, shall
nevertheless constitute a quorum for the purpose of electing Directors.

     Section 2-6. Voting List; Proxies.  The officer who has charge of the stock
ledger of the Corporation  shall prepare and make, at least ten (10) 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

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stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten (10) 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.

     Each  stockholder  entitled  to vote at a  meeting  of  stockholders  or to
express consent or dissent to corporate  action in writing without a meeting may
authorize  another person or persons to act for him by proxy.  All proxies shall
be executed in writing and shall be filed with the Secretary of the  Corporation
not later than the day on which exercised. No proxy shall be voted or acted upon
after  three (3) years  from its date,  unless the proxy  provides  for a longer
period.

     Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote by shares.  All elections of Directors
shall be by written  ballot  unless  otherwise  provided in the  Certificate  of
Incorporation. Except as otherwise specifically provided by law, all other votes
may be taken by voice unless a  stockholder  demands that it be taken by ballot,
in which latter event the vote shall be taken by written ballot.

     Section 2-7. Informal Action by Stockholders.  Unless otherwise provided by
the Certificate of Incorporation,  any action required to be taken at any annual
or special  meeting  of  stockholders,  or any action  which may be taken at any
annual or special meeting of such stockholders,  may be taken without a meeting,
without prior notice and without a vote, 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

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or take such action at a meeting at which all shares  entitled  to vote  thereon
were present and voted.

     Prompt notice of the taking of corporate  action  without a meeting by less
than unanimous written consent shall be given to those  stockholders or members,
who have not consented in writing.

                        ARTICLE III - BOARD OF DIRECTORS

     Section 3-1. Number. The Board of Directors shall consist of such number of
directors,  not less than two (2) nor more than seven (7), as may be  determined
from time to time by resolution of the Board of Directors.

     Section 3-2.  Place of Meeting.  Meetings of the Board of Directors  may be
held at such place either within or without the State of Delaware, as a majority
of the Directors may from time to time  designate or as may be designated in the
notice calling the meeting.

     Section 3-3. Regular Meetings.  A regular meeting of the Board of Directors
shall  be  held   annually,   immediately   following  the  annual   meeting  of
stockholders,  at the place where such meeting of the stockholders is held or at
such other place, date and hour as a majority of the newly elected Directors may
designate.  At such meeting the Board of Directors  shall elect  officers of the
Corporation.  In addition to such regular meeting,  the Board of Directors shall
have the power to fix, by resolution,  the place, date and hour of other regular
meetings of the Board.

     Section 3-4. Special  Meetings.  Special meetings of the Board of Directors
shall be held whenever ordered by the President, by a majority of the members of
the executive committee, if any, or by a majority of the Directors in office.

     Section 3-5. Notices of Meetings of Board of Directors.

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          (a) Regular  Meetings.  No notice shall be required to be given of any
regular  meeting,  unless  the same be held at other  than the time or place for
holding such meetings as fixed in accordance  with Section 3-3 of these by-laws,
in which event one (1) day's notice shall be given of the time and place of such
meeting.

          (b) Special Meetings.  At least one (1) day's notice shall be given of
the time,  place and  purpose  for which  any  special  meeting  of the Board of
Directors is to be held.

     Section 3-6.  Quorum.  A majority of the total  number of  Directors  shall
constitute a quorum for the transaction of business,  and the vote of a majority
of the Directors  present at a meeting at which a quorum is present shall be the
act of the  Board  of  Directors.  If there be less  than a  quorum  present,  a
majority of those present may adjourn the meeting from time to time and place to
place and shall cause notice of each such  adjourned  meeting to be given to all
absent Directors.

     Section 3-7. Informal Action by the Board of Directors. 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.

     Section 3-8. Powers.

          (a)  General  Powers.  The Board of  Directors  shall  have all powers
necessary or  appropriate  to the  management of the business and affairs of the
Corporation,  and,  in addition to the power and  authority  conferred  by these
by-laws,  may exercise all powers of the Corporation and do all such lawful acts
and  things  as  are  not by  statute,  these  by-laws  or  the  Certificate  of
Incorporation directed or required to be exercised or done by the stockholders.

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          (b) Specific Powers.  Without limiting the general powers conferred by
the last  preceding  clause  and the  powers  conferred  by the  Certificate  of
Incorporation  and by-laws of the Corporation,  it is hereby expressly  declared
that the Board of Directors shall have the following powers:

             (i) To confer upon any officer or officers of the  Corporation  the
power to choose, remove or suspend assistant officers, agents or servants.

             (ii) To appoint any person,  firm or corporation to accept and hold
in trust for the  Corporation  any property  belonging to the  Corporation or in
which it is interested, and to authorize any such person, firm or corporation to
execute any  documents  and perform any duties that may be requisite in relation
to any such trust.

             (iii) To  appoint a person or  persons  to vote  shares of  another
corporation held and owned by the Corporation.

             (iv) By  resolution  adopted  by a  majority  of the full  Board of
Directors, to designate one (1) or more of its number to constitute an executive
committee which, to the extent provided in such  resolution,  shall have and may
exercise the power 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.

             (v) By  resolution  passed  by a  majority  of the  whole  Board of
Directors,  to designate one (1) or more additional committees,  each to consist
of one (1) or more Directors,  to have such duties,  powers and authority as the
Board of Directors  shall  determine.  All committees of the Board of Directors,
including the executive  committee,  shall have the authority to adopt their own
rules of procedure.  Absent the adoption of specific procedures,  the procedures
applicable to the Board of Directors shall also apply to committees thereof.

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             (vi)  To  fix  the  place,   time  and   purpose  of   meetings  of
stockholders.

             (vii) To purchase or  otherwise  acquire  for the  Corporation  any
property,  rights or privileges  which the Corporation is authorized to acquire,
at such prices,  on such terms and conditions and for such  consideration  as it
shall from time to time see fit, and, at its discretion,  to pay any property or
rights  acquired  by the  Corporation,  either  wholly  or partly in money or in
stocks, bonds, debentures or other securities of the Corporation.

             (viii) To create, make and issue mortgages,  bonds, deeds of trust,
trust  agreements and negotiable or  transferable  instruments  and  securities,
secured by mortgage or otherwise,  and to do every other act and thing necessary
to effectuate the same.

             (ix) To appoint and remove or suspend  such  subordinate  officers,
agents or  servants,  permanently  or  temporarily,  as it may from time to time
think fit, and to determine their duties, and fix, and from time to time change,
their salaries or emoluments,  and to require  security in such instances and in
such amounts as it thinks fit.

             (x) To  determine  who  shall be  authorized  on the  Corporation's
behalf  to sign  bills,  notes,  receipts,  acceptances,  endorsements,  checks,
releases, contracts and documents.

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     Section 3-9.  Compensation  of  Directors.  Compensation  of Directors  and
reimbursement of their expenses  incurred in connection with the business of the
Corporation,  if any, shall be as determined  from time to time by resolution of
the Board of Directors.

     Section  3-10.  Removal of Directors by  Stockholders.  The entire Board of
Directors  or  any  individual  Director  may be  removed  from  office  without
assigning any cause by a majority vote of the holders of the outstanding  shares
entitled  to  vote.  In  case  the  Board  of  Directors  or any one (1) or more
Directors be so removed, new Directors may be elected at the same time.

     Section  3-11.  Resignations.  Any  Director  may  resign  at any  time  by
submitting his written  resignation to the Corporation.  Such resignation  shall
take effect at the time of its receipt by the Corporation unless another time be
fixed in the resignation, in which case it shall become effective at the time so
fixed.  The  acceptance  of a  resignation  shall  not be  required  to  make it
effective.

     Section 3-12. Vacancies.  Vacancies and new created directorships resulting
from any increase in the  authorized  number of Directors  elected by all of the
stockholders  having  the  right to vote as a single  class  may be  filled by a
majority of the Directors then in office,  although less than a quorum,  or by a
sole  remaining  Director,  and each person so elected shall be a Director until
his  successor  is elected and  qualified  or until his earlier  resignation  or
removal.

     Section  3-13.   Participation  by  Conference  Telephone.   Directors  may
participate in regular or special  meetings of the Board by telephone or similar
communications  equipment by means of which all other persons  participating  in
the  meeting  can hear  each  other,  and such  participation  shall  constitute
presence at the meeting.

                             ARTICLE IV - OFFICERS

     Section 4-1. Election and Office. The Corporation shall have a President, a
Secretary and a Treasurer  who shall be elected by the Board of  Directors.  The
Board of Directors may

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elect such additional officers as it may deem proper, including a Chairman and a
Vice  Chairman of the Board of  Directors,  one (1) or more Vice  Presidents,  a
Controller  and one (1) or more  assistant or honorary  officers.  Any number of
offices may be held by the same person.

     Section 4-2.  Term. The  President,  the Secretary and the Treasurer  shall
each serve for a term of one (1) year and until their respective  successors are
chosen and  qualified,  unless  removed  from  office by the Board of  Directors
during their respective  tenures.  The term of office of any other officer shall
be as specified by the Board of Directors.

     Section  4-3.  Powers  and  Duties  of  the  President.   Unless  otherwise
determined by the Board of Directors,  the President shall have the usual duties
of an  executive  officer  with general  supervision  over and  direction of the
affairs of the  Corporation.  In the exercise of these duties and subject to the
limitations of the laws of the State of Delaware, these by-laws, and the actions
of the Board of Directors,  he may appoint,  suspend and discharge employees and
agents,  shall preside at all meetings of the  stockholders at which he shall be
present,  and,  unless  there is a  Chairman  of the Board of  Directors,  shall
preside  at all  meetings  of the  Board  of  Directors  and,  unless  otherwise
specified by the Board of  Directors,  shall be a member of all  committees.  He
shall also do and perform such other duties as from time to time may be assigned
to him by the Board of Directors.

     Unless otherwise determined by the Board of Directors,  the President shall
have full power and authority on behalf of the  Corporation to attend and to act
and to vote at any meeting of the  stockholders  of any corporation in which the
Corporation  may hold stock,  and, at any such  meeting,  shall  possess and may
exercise any and all of the rights and powers  incident to the ownership of such
stock and which, as the owner thereof,  the Corporation might have possessed and
exercised.

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     Section  4-4.  Powers  and  Duties  of  the  Secretary.   Unless  otherwise
determined by the Board of Directors, the Secretary shall record all proceedings
of the meetings of the  Corporation,  the Board of Directors and all committees,
in books to be kept for that purpose, and shall attend to the giving and serving
of all notices for the Corporation.  He shall have charge of the corporate seal,
the certificate  books,  transfer books and stock ledgers,  and such other books
and papers as the Board of  Directors  may  direct.  He shall  perform all other
duties ordinarily  incident to the office of Secretary and shall have such other
powers and perform  such other  duties as may be assigned to him by the Board of
Directors.

     Section  4-5.  Powers  and  Duties  of  the  Treasurer.   Unless  otherwise
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and  securities  of the  Corporation  which may come into his hands.  When
necessary or proper,  unless  otherwise  ordered by the Board of  Directors,  he
shall endorse for  collection  on behalf of the  Corporation  checks,  notes and
other  obligations,  and shall deposit the same to the credit of the Corporation
in such banks or  depositories as the Board of Directors may designate and shall
sign all receipts and vouchers for payments  made to the  Corporation.  He shall
sign all checks  made by the  Corporation,  except  when the Board of  Directors
shall otherwise direct. He shall enter regularly, in books of the Corporation to
be kept by him for that  purpose,  a full and  accurate  account  of all  moneys
received and paid by him on account of the Corporation. Whenever required by the
Board of Directors,  he shall render a statement of the  financial  condition of
the Corporation. He shall at all reasonable times exhibit his books and accounts
to any  Director  of the  Corporation,  upon  application  at the  office of the
Corporation  during  business  hours.  He shall have such other powers and shall
perform  such other  duties as may be  assigned  to him from time to time by the
Board  of  Directors.  He  shall  give  such  bond,  if any,  for  the  faithful
performance of his

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duties as shall be  required by the Board of  Directors  and any such bond shall
remain in the custody of the President.

     Section 4-6.  Powers and Duties of the Chairman of the Board of  Directors.
Unless otherwise determined by the Board of Directors, the Chairman of the Board
of Directors,  if any, shall preside at all meetings of Directors. He shall have
such other powers and perform  such further  duties as may be assigned to him by
the Board of Directors, including, without limitation, acting as Chief Executive
Officer of the  Corporation.  To be eligible to serve, the Chairman of the Board
must be a Director of the Corporation.

     Section 4-7. Powers and Duties of Vice  Presidents and Assistant  Officers.
Unless otherwise  determined by the Board of Directors,  each Vice President and
each  assistant  officer  shall have the powers  and  perform  the duties of his
respective  superior officer.  Vice Presidents and assistant officers shall have
such rank as shall be  designated  by the Board of  Directors  and each,  in the
order of rank, shall act for such superior  officer in his absence,  or upon his
disability  or when so  directed  by such  superior  officer  or by the Board of
Directors.  Vice  Presidents  may be designated as having  responsibility  for a
specific  aspect of the  Corporation's  affairs,  in which  event each such Vice
President  shall be superior to the other Vice Presidents in relation to matters
within his  aspect.  The  President  shall be the  superior  officer of the Vice
Presidents.  The Treasurer and the Secretary  shall be the superior  officers of
the Assistant Treasurers and Assistant Secretaries, respectively.

     Section 4-8.  Delegation of Office. The Board of Directors may delegate the
powers or duties of any officer of the  Corporation  to any other  officer or to
any Director from time to time.

     Section 4-9. Vacancies. The Board of Directors shall have the power to fill
any vacancies in any office occurring from whatever reason.

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     Section  4-10.  Resignations.  Any  officer  may  resign  at  any  time  by
submitting his written  resignation to the Corporation.  Such resignation  shall
take effect at the time of its receipt by the  Corporation,  unless another time
be fixed in the resignation, in which case it shall become effective at the time
so fixed.  The  acceptance  of a  resignation  shall not be  required to make it
effective.

     Section  4-11.  Designation  of  Chief  Financial  Officer.  The  Board  of
Directors  shall have the power to designate  from among the Chairman,  any Vice
Chairman,  President,  any Vice President or the Treasurer of this Corporation a
Chief  Financial  Officer  who  shall be  deemed  the  principal  financial  and
accounting officer and who shall have the ultimate responsibility to oversee the
financial  operation and performance of the  Corporation.  In the event that the
Treasurer is not  designated  by the Board of  Directors as the Chief  Financial
Officer,  the Treasurer shall report to the Chief Financial Officer from time to
time  concerning  all duties which the Treasurer is obligated to perform and the
Chief Financial Officer shall, at his election, assume such of the duties of the
Treasurer  as are  provided  herein  as he shall  deem  appropriate.  The  Chief
Financial  Officer  shall  have the  power to  modify  and/or  amend any and all
actions taken by the Treasurer and shall have such other powers and perform such
other duties as may be assigned to him by the Board of Directors.

                            ARTICLE V - CAPITAL STOCK

     Section  5-l.  Stock  Certificates.  Shares  of the  Corporation  shall  be
represented by  certificates  signed by or in the name of the Corporation by (a)
the Chairman or Vice Chairman of the Board of  Directors,  or the President or a
Vice  President,  and  (b)  the  Treasurer  or an  Assistant  Treasurer,  or the
Secretary  or  an  Assistant  Secretary,   representing  the  number  of  shares
registered in certificate  form. If such certificate is  countersigned  (i) by a
transfer  agent  other  than  the  Corporation  or its  employee,  or  (ii) by a
registrar other than the Corporation or its

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employee,  the signatures of the officers of the  Corporation may be facsimiles.
In case any officer who has signed or whose facsimile  signature has been placed
upon a certificate  shall have ceased to be such officer before such certificate
is issued,  it may be issued by the  Corporation  with the same  effect as if he
were such officer at the date of issue.

     Section  5-2.  Determination  of  Stockholders  of  Record.  The  Board  of
Directors  may fix, in  advance,  a record date to  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.  Such date shall be not more than sixty (60) nor less than
ten (10) days before the date of any such meeting, nor more than sixty (60) days
prior to any other action.

     If no record date is fixed,  the record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding the
day on which the meeting is held.

     The record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of  Directors  adopts the
resolution relating thereto.

     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  5-3.  Transfer of Shares.  Transfer of shares shall be made on the
books of the  Corporation  only upon  surrender of the share  certificate,  duly
endorsed and otherwise in proper form for transfer,  which  certificate shall be
cancelled at the time of the transfer. No transfer of

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shares  shall be made on the books of this  Corporation  if such  transfer is in
violation of a lawful restriction noted conspicuously on the certificate.

     Section 5-4. Lost, Stolen or Destroyed Share Certificates.  The Corporation
may issue a new  certificate  of stock,  or  uncertified  shares in place of any
certificate  therefore  issued  by it,  alleged  to have  been  lost,  stolen or
destroyed,  and the  Corporation may require the owner of the lost,  stolen,  or
destroyed  certificate,  or his legal  representative  to give the Corporation a
bond  sufficient  to indemnify  it against  claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

                              ARTICLE VI - NOTICES

     Section  6-l.  Contents  of  Notice.  Whenever  any  notice of a meeting is
required  to  be  given  pursuant  to  these  by-laws  or  the   Certificate  of
Incorporation or otherwise,  the notice shall specify the place, day and hour of
the meeting and, in the case of a special meeting or where otherwise required by
law, the general nature of the business to be transacted at such meeting.

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     Section 6-2.  Method of Notice.  All notices  shall be given to each person
entitled  thereto,  either  personally or by sending a copy thereof  through the
mail or by  telegraph,  charges  prepaid,  to his  address  as it appears on the
records  of the  Corporation,  or  supplied  by him to the  Corporation  for the
purpose of notice. If notice is sent by mail or telegraph, it shall be deemed to
have been given to the person  entitled  thereto  when  deposited  in the United
States Mail or with the telegraph office for  transmission.  If no address for a
stockholder appears on the books of the Corporation and such stockholder has not
supplied  the  Corporation  with an address  for the  purpose of notice,  notice
deposited  in the United  States  Mail  addressed  to such  stockholder  care of
General Delivery in the city in which the principal office of the Corporation is
located shall be sufficient.

     Section  6-3.  Wavier of Notice.  Whenever  notice is  required to be given
under any provision of law or of the Certificate of  Incorporation or by-laws of
the  Corporation,  a written  waiver,  signed by the person  entitled to notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such  meeting,  except  when the  person  attends a meeting  for the  express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders,  Directors,  or members of a committee of Directors need be
specified in any written waiver of notice unless so required by the  Certificate
of Incorporation.

                  ARTICLE VII- INDEMNIFICATION OF DIRECTORS AND
                           OFFICERS AND OTHER PERSONS

     Section 7-l.  Indemnification.  The Corporation  shall indemnify any person
who is a Director or officer of the  Corporation  or any Director or officer who
is or was serving at the

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request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise (any such
person  is  hereinafter  referred  to in  this  Article  VII as a  "Director  or
officer")  against expenses  (including,  but not limited to,  attorneys' fees),
judgments,  fines  and  amounts  paid in  settlement,  actually  and  reasonably
incurred by such Director or officer ("liabilities"),  to the fullest extent now
or hereafter  permitted by law in  connection  with any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (as used in this  Article  VII,  "Proceeding"  or, in the plural,
"Proceedings"),  brought or  threatened  to be brought  against such Director or
officer  by  reason  of the fact  that he or she is or was  serving  in any such
capacity or in any other  capacity on behalf of the  Corporation,  its parent or
any of its subsidiaries.

     The Board of Directors by resolution  adopted in each specific instance may
similarly indemnify any person other than a Director or officer (any such person
is  hereinafter  referred  to in this  Article  VII as an  "Other  Person")  for
liabilities  incurred by him or her in connection with services  rendered by him
or her  for or at the  request  of the  Corporation,  its  parent  or any of its
subsidiaries.

     Section 7-2. Advances.  Expenses (including, but not limited to, attorneys'
fees)  incurred by any Director or officer in  defending a  Proceeding  shall be
paid by the  Corporation in advance of the final  disposition of such Proceeding
as  authorized by the Board of Directors in the specific case upon receipt of an
undertaking,  by or on behalf of such Director or officer,  to repay such amount
without  interest if it shall  ultimately  be  determined  that he or she is not
entitled to be  indemnified  by the  Corporation  as authorized by law.  Advance
expenses  (including,  but not limited to,  attorneys'  fees)  incurred by Other
Persons may be paid if the Board of Directors  deems  appropriate  and upon such
terms and conditions,  including the giving of an  undertaking,  as the Board of
Directors deems appropriate.

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     Section 7-3.  Applicability;  Survival.  The provisions of Sections 7-1 and
7-2  shall be  applicable  to all  Proceedings  commenced  before  or after  the
adoption of this Article VII,  whether such arise out of acts or omissions which
occurred  prior or subsequent to such adoption and shall continue as to a person
who has ceased to be a Director or officer  (or,  where and so long as the Board
of Directors has  authorized  indemnification  or  advancement of expenses to an
Other  Person in  accordance  with this  Article VII, to an Other Person who has
ceased to render services for or at the request of the Corporation its parent or
subsidiaries)  and  shall  inure to the  benefit  of the  heirs,  executors  and
administrators of such a person.

     Section 7-4. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director,  officer,  or Other  Person 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 any liability asserted against him or
her and  incurred by him or her in any such  capacity,  or arising out of his or
her  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him or her against such liability under law.

     Section  7-5.  Non-Exclusivity.  The  indemnification  and  advancement  of
expenses  provided by, or granted  pursuant  to, this Article VII,  shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement of expenses may be entitled under these bylaws,  agreement,  vote of
stockholders or disinterested directors, or otherwise,  both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

                               ARTICLE VIII - SEAL

     The form of the seal of the  Corporation,  called the corporate seal of the
Corporation, [Form of Seal]

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shall be as impressed adjacent hereto.

                            ARTICLE IX - FISCAL YEAR

     The Board of Directors shall have the power by resolution to fix the fiscal
year of the  Corporation.  If the Board of  Directors  shall  fail to do so, the
President shall fix the fiscal year.

                             ARTICLE X - AMENDMENTS

     The  original or other  by-laws may be adopted,  amended or repealed by the
stockholders  entitled to vote thereon at any regular or special  meeting or, if
the Certificate of  Incorporation  so provides,  by the Board of Directors.  The
fact that such power has been so conferred upon the Board of Directors shall not
divest the  stockholders  of the power nor limit their power to adopt,  amend or
repeal by-laws.

                     ARTICLE XI - INTERPRETATION OF BY-LAWS

     All words,  terms and provisions of these by-laws shall be interpreted  and
defined by and in accordance  with the General  Corporation  Law of the State of
Delaware, as amended, and as amended from time to time hereafter.

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