BY-LAWS

                                       of

                                    TTR Inc.

                            (a Delaware corporation)

                                    Article I

                                     Offices

         1.1 The Board of Directors (the "Board") of the  corporation  shall fix
the location of the principal  executive  office of the corporation at any place
within or outside the State of Delaware.

         1.2 The Board may at any time establish  branch or subordinate  offices
at any place or places.

                                   Article II

                            Meetings of Stockholders

         2.1 All  meetings of the  stockholders  for the  election of  directors
shall be held at the principal  office of the corporation , at such place as may
be fixed from time to time by the Board or at such other place either  within or
without the State of Delaware  as shall be  designated  from time to time by the
Board and stated in the notice of the meeting.  Meetings of stockholders for any
other purpose 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 or in a duly executed
waiver of notice thereof.

         2.2 Annual Meeting.  Annual  meetings of stockholders  shall be held at
such other date and time as shall be  designated  from time to time by the Board
and stated in the notice of the  meeting,  at which they shall elect by a Board,
and transact such other business as may properly be brought before the meetings.

         2.3  Special  Meetings.  Special  meetings of the  stockholders  may be
called for any purpose or purposes, unless otherwise prescribed by statute or by
the Certificate of  Incorporation,  at the request of the Board, the Chairman of
the Board, the President or the stockholders  owning a majority in amount of the
entire capital stock of the  corporation  issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the meeting.

         2.4  Notice of  Meetings.  Written  notice of  stockholders'  meetings,
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
at such meeting on not less than ten (10) nor more than sixty (60) days prior to
the meeting.

         When a meeting is adjourned  to another  place,  date or time,  written
notice need not be furnished  of the  adjourned  meeting if the place,  date and
time  thereof are  announced at the meeting at which the  adjournment  is taken,
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally  noticed,  or if a
new record date is fixed for the adjourned meeting, written notice

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of the place,  date and time of the  adjourned  meeting  shall be  furnished  in
conformity  herewith.  At any adjourned meeting,  any business may be transacted
which might have been transacted at the original meeting.

         2.5 Business  Matter of a Special  Meeting.  Business  transacted  at a
special meeting of  stockholders  shall be limited to the purposes stated in the
notice.

         2.6 List of  Stockholders.  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,  if other  than the place of the  meeting,
shall be specified in the notice of the meeting. 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.

         2.7 Organization and Conduct of Business. The Chairman of the Board, or
in his or her absence,  the President of the  corporation  or, in their absence,
such person as the Board may have  designated or, in the absence of such person,
such person as may be chosen by the holders of a majority of the shares entitled
to vote who are present,  in person or by proxy, shall call to order any meeting
of the  stockholders  and act as Chairman of the meeting.  In the absence of the
Secretary of the corporation,  the Secretary of the meeting shall be such person
as the Chairman appoints.

         The chairman of any meeting of the  stockholders  shall  determine  the
order  of the  business  and  the  procedure  at  the  meeting,  including  such
regulation of the manner of voting and the conduct of the discussion as seems to
him or her in order.

         2.8 Quorum and Adjournments.  Except where otherwise provided by law or
by the Certificate of Incorporation or these By-Laws,  the holders of a majority
of the stock issued and  outstanding  and entitled to vote  thereat,  present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders. The stockholders present at a duly called or held meeting at which
a  quorum  is  present  may   continue  to  do   business   until   adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a quorum
if any action taken (other than  adjournment) is approved by at least a majority
of the shares  required to  constitute a quorum.  At such  adjourned  meeting at
which a quorum shall be present or  represented,  any business may be transacted
which might have been  transacted  at the meeting as  originally  notified.  If,
however,  such quorum shall not be present or  represented at any meeting of the
stockholders,  the stockholders  entitled to vote thereat,  present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than  announcement at the meeting,  until a quorum shall be
present or represented.

         2.9 Voting  Rights.  Unless  otherwise  provided in the  Certificate of
Incorporation,  each  stockholder  shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the  capital  stock
having voting power held by such stockholder.

         2.10 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
or represented  by proxy shall decide any question  brought before such meeting,
unless the  question is one upon which by express  provision  of the statutes or
the Certificate of Incorporation or these By-


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Laws, a different  vote is required in which case such express  provision  shall
govern and control the decision of such question.

         2.11 Record Date for  Stockholder  Notice and Meeting.  For purposes of
determining  the  stockholders  entitled to notice of any meeting or to vote, or
entitled to receive payment of any divided or other distribution, or entitled to
exercise any right in respect of any change, conversion or exchange of stock for
the purpose of any other lawful action,  the Board may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
any other action.

         If the Board does not fix a record date, the record date of determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the business day next  preceding the day on which
notice is given or, if notice is  waived,  at the close of the  business  on the
business day next preceding the day on which the meeting is held.

         2.12 Proxies.  Every person entitled to vote for directors or any other
matter  shall have the right to do so either in person or by one or more  agents
authorized by written proxy signed by the person and filed with the Secretary of
the  corporation.  A proxy shall be deemed signed if the  stockholder's  name is
placed  on the  proxy  (whether  by manual  signature,  typewriting,  telecopier
transmission   or   otherwise)   by  the   stockholder   or  the   stockholder's
attorney-in-fact.  A validly  executed  proxy  which  does not state  that it is
irrevocable  shall  continue in full force and effect  unless (i) revoked by the
person  executing  it  before  the vote  pursuant  to that  proxy,  by a writing
delivered  to the  corporation  stating  that  such  proxy  is  revoked  or by a
subsequent  proxy executed by, or attendance at the meeting and voting in person
by,  the person  executing  the proxy;  or (ii)  written  notice of the death or
incapacity of the maker of the proxy is received by the  corporation  before the
vote pursuant to that proxy is counted;  provided,  however, that no proxy shall
be valid  after the  expiration  of eleven  months  from the date of the  proxy,
unless otherwise provided in the proxy.

         2.13  Action  Without a Meeting  by  Written  Consent.  Except  for the
removal of a director, all actions required to be taken at any annual or special
meeting of stockholders of the corporation,  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 consent or consents 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 that  action at a meeting  at which all shares
entitled to vote  thereon  were  present and voted and shall be delivered to the
corporation  by  delivery  to its  registered  office,  its  principal  place of
business,  or an officer of the corporation  having custody of the book in which
proceedings of meetings of stockholders are recorded.

                                   Article III

                                    Directors

         3.1 Number; Qualification.  The number of directors shall be determined
from time to time by resolution of the Board and the initial Board shall consist
of three (3) directors.  All directors shall be elected et the annual meeting or
any special  meeting of the  stockholders,  except as provided in Section 3.2 of
this Article, and each director so elected shall hold office until his successor
is elected and qualified or until his earlier resignation or removal.  Directors
need not be stockholders.

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         3.2  Resignation  and  Vacancies.  A vacancy or  vacancies in the Board
shall be deemed to exist in the case of the death, resignation or removal of any
director,  or if the authorized number of directors be increased.  Vacancies may
be filled by a majority  of the  directors  then in office,  though  less than a
quorum,  or by a sole  remaining  director,  unless  otherwise  provided  in the
Certificate of Incorporation. If the Board accepts the resignation of a director
tendered  to take  effect at a future  time,  the Board  shall have the power to
elect a successor to take office when the resignation is to become effective. If
there are no directors in office,  then an election of the directors may be held
in the manner provided by law.

         3.3 Removal of Directors.  Unless otherwise  restricted by statute, the
Certificate of Incorporation or these By-Laws,  any director or the entire board
of directors may be removed, with or without cause, by the holders of a majority
of shares  entitled to vote at an election of directors at the annual meeting or
any special meeting of the stockholders. In addition, an employee-director whose
employment  with  the  Company  is  terminated  for  whatsoever   reason  shall,
automatically and without any further action, cease to be a director.

         3.4  Powers.  The  business of the  corporation  shall be managed by or
under the direction of 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.

         Without  prejudice  to these  general  powers,  and subject to the same
limitations, the directors shall have the power to

         (a)  Select  and  remove all  officers,  agents  and  employees  of the
corporation;  prescribe any powers and duties for them that are consistent  with
law, with the  Certificate of  Incorporation  and with these By-Laws;  fix their
compensation; and require from them security for faithful service;

         (b) Confer  upon any office the power to  appoint,  remove and  suspend
subordinate officers, employees and agents;

         (c ) Change  the  location  of the  principal  executive  office or the
principal business office;  cause the corporation to be qualified to do business
in any state,  territory,  dependency or country and conduct  business within or
without  the State of  Delaware  for the  holding of any  stockholder  meetings,
including annual meetings;

         (d)  Adopt,  make and use a  corporate  seal;  prescribe  the  forms of
certificate of stock; and alter the form of the seal and certificate;

         (e) Authorize the issuance of shares of stock of the corporation on any
lawful terms,  in  consideration  of money paid,  labor done,  service  actually
rendered, debt or securities canceled,  tangible or intangible property actually
received;

         (f) Borrow money and incur  indebtedness on behalf of the  corporation,
and cause to be executed and delivered for the  corporation's  purposes,  in the
corporate name, promissory notes, bonds, debentures,  deeds of trust, mortgages,
pledges, hypothecation and other evidences of debt and securities;

         (g) Declare dividends from time to time in accordance with law;

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         (h) Adopt from time to time such stock option, stock purchase, bonus or
other  compensation plans for directors,  officers,  employees and agents of the
corporation and its subsidiaries as it may determine; and

         (i) Adopt from time to time  regulations  not  inconsistent  with these
By-Laws for the management of the corporation's business and affairs.

         3.5 Place of Meetings.  The Board may hold  meetings,  both regular and
special, either within or without the State of Delaware.

         3.6  Annual  Meetings.  The annual  meeting of the Board  shall be held
immediately  following the annual meeting of the  stockholders  and no notice of
such  meeting  shall be  necessary  to the Board,  provided,  a quorum  shall be
present.  The annual  meeting  shall be the  purposes  of  organization,  and an
election of officers and the transaction of other business.

         3.7 Regular Meetings. Regular meetings of the Board may be held without
notice at such time and at such place as shall  from time to time be  determined
by the Board.

         3.8 Special  Meetings.  Special  meetings of the Board may be called by
the Chairman of the Board, the President,  a Vice-President or a majority of the
Board upon one (1) day's notice to each director.

         3.9 Quorum and  Adjournments.  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, except as may be otherwise  specifically
provided by statute or by the Certificate of  Incorporation.  If a quorum is not
present at any meeting of the Board,  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.  A  meeting  at which a quorum  is
initially  present  may  continue  to  transact  business   notwithstanding  the
withdrawal of directors, if any action is approved by at least a majority of the
required quorum for that meeting.

         3.10  Action  Without a Meeting.  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 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.

         3.11 Telephone Meetings. Unless otherwise restricted by the Certificate
of  Incorporation  or these  by-laws,  members  of the Board,  or any  committee
designated  by the Board,  may  participate  in a meeting  of the Board,  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.

         3.12  Waiver of  Notice.  Notice of a meeting  need not be given to any
director  who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes  thereof,  whether  before or after the meeting,  or who
attends the meeting without  protesting,  prior thereto or its commencement.  Al
such waivers,  consents and approvals shall be filed with the corporate  records
or made a part of the minutes of the meeting.

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         3.13 Fees and Compensation of Directors. Unless otherwise restricted by
the  Certificate of  Incorporation  or these  By-Laws,  the Board shall have the
authority to fix the compensation of directors.  The directors may be paid their
expenses,  if any, of  attendance at each meeting of the Board and may be paid a
fixed  for  attendance  at each  meeting  of the  Board  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.

         3.14 Rights of Inspection. Every director shall have the absolute right
at any reasonable  time to inspect and copy all books,  records and documents of
every kind and to inspect the physical properties of the corporation and also of
its subsidiary corporations,  domestic or foreign. Such inspection by a director
may be made in person or by agent or attorney and includes the right to copy and
obtain abstracts.

                                   Article IV

                             Committees of Directors

         4.1 Selection. The Board may, by resolution passed by a majority of the
entire 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 a member of a  committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not he or she or they  constitute a quorum,  may unanimously
appoint  another  member of the Board to act at the  meeting in the place of any
such absent or disqualified member.

         4.2  Powers.  Any  such  committee,  to  the  extent  provided  in  the
resolution  of the  Board,  shall  have  and may  exercise  all the  powers  and
authority of the 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,  (except
that a committee may, to the extent  authorized in the resolution or resolutions
providing  for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) of the General  Corporation  Law of Delaware,  fix
any of  the  preferences  or  rights  of  such  shares  relating  to  dividends,
redemption,  dissolution,  any  distribution of assets of the corporation or the
conversion  into, or the exchange of such shares for,  shares of any other class
or  classes  or any other  series of the same or any other  class or  classes of
stock of the  corporation),  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 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 or to adopt a  certificate  of  ownership  and merger.  Such  committee or
committees  shall have such name or names as may be determined from time to time
by resolution adopted by the Board.

         4.3 Committee Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the Board when required.

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                                    Article V

                                    Officers

         5.1  Officers  Designated.  The  officers of the  corporation  shall be
chosen by the  Board and shall be a  President,  a Chief  Executive  Officer,  a
Secretary  and a  Treasurer.  The Board may also choose a Chairman of the Board,
one  or  more  vice-presidents,  and  one  or  more  assistant  Secretaries  and
Treasurers.  Any number of offices  may be held by the same  person,  unless the
Certificate of Incorporation or these By-Laws otherwise provide.

         5.2 Appointment of Officers.  The Officers of the  corporation,  except
such officers as may be appointed in accordance  with the  provisions of Section
5.3 or 5.5 of this  Article,  shall be  appointed  by the Board,  and each shall
serve at the pleasure of the Board, subject to the rights, if any, of an officer
under any contract of employment.

         5.3 Subordinate  Officers.  The Board may appoint,  and may empower the
President  to appoint,  such other  officers  and agents as the  business of the
corporation  may  require,  each of whom shall hold for such  period,  have such
authority and perform such duties as are provided in the By-Laws or as the Board
may from time to time determine.

         5.4 Removal and Resignation of Officers. Subject to the rights, if any,
of any officer  under any  contract or  employment,  any officer may be removed,
either with or without  cause,  by an  affirmative  vote of the  majority of the
Board, at a special  meeting of the Board,  or, except in the case of an officer
chosen by the Board,  by any officer upon whom power of removal may be conferred
by the Board.

         Any  officer  may  resign at any time by giving  written  notice to the
corporation.  Any  resignation  shall take  effect at the date of the receipt of
notice or at any later time  specified in that  notice;  and,  unless  otherwise
specified  in that  notice,  the  acceptance  of the  resignation  shall  not be
necessary to make it  effective.  Any  resignation  is without  prejudice to the
rights,  if any, of the corporation under any contract to which the officer is a
party.

         5.5  Vacancies  in Office.  A vacancy  in any office  because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these By-Laws for regular appointment to that office.

         5.6 Compensation. The salaries of all officers of the corporation shall
be fixed from time to time by the Board and no officer  shall be prevented  from
receiving a salary because he or she is also a director of the corporation.

         5.7  Chairman  of the Board.  The  Chairman  of the  Board,  if such an
officer be elected,  shall, if present,  perform such other powers and duties as
may be assigned to him from time to time by the Board.

         5.8 The President.  Subject to such supervisory  powers, if any, as may
be  given to the  Chairman  of the  Board,  if  there  be such an  officer,  the
President or the Chief Executive Officer of the corporation,  as the Board shall
decide,  shall preside at all meetings of the stockholders and the Board,  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.  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 to some
other officer or agent of the corporation.

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         5.9 The Vice President.  The  Vice-President  (or in the event there be
more than one vice-president, the vice-presidents in the order designated by the
directors,  or in the  absence  of any  designation,  then in the order of their
election)  shall,  in the  absence  of the  President  or in  the  event  of his
disability or refusal to act,  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 may from time to time be prescribed  for them by the Board,  the
President, the Chairman of the Board or these By-Laws.

         5.10 The  Secretary.  The  Secretary  shall  attend all meetings of the
Board and all meetings of the stockholders and record all the proceedings of the
meetings  of the  corporation  and of the  Board  in a book to be kept  for that
purpose and shall perform like duties for the standing  committee when required.
The Secretary  shall give,  or cause to be given,  notice of all meetings of the
stockholders  and special  meetings of the Board,  and shall  perform such other
duties as may be  prescribed  by the  Board,  the  Chairman  of the Board or the
President, under whose supervision he or she shall act. The Secretary shall have
custody of the corporate seal of the  corporation and he or she, or an assistant
secretary,  shall have authority to affix the same to any  instrument  requiring
it, and when so affixed,  the seal may be attested by his or her signature or by
the signature of such assistant secretary. The Secretary shall keep, or cause to
be kept, at the principal executive office or at the office of the corporation's
transfer agent or registrar, as determined by a resolution of the Board, a share
register,  or  a  duplicate  share  register,  showing  the  names  of  all  the
stockholders and their addresses, the number and classes of shares held by each,
the number and date of the  certificates  issued for the same and the number and
date of cancellation of every certificate surrendered for cancellation.

         5.11 The Assistant Secretary.  The assistant Secretary,  or if there be
more than one, the assistant  secretaries  in the order  determined by the Board
(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 or her 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 may
from time to time prescribe.

         5.12  The  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.  The
Secretary  shall disburse the funds of the  corporation as may be ordered by the
Board,  taking proper vouchers for such  disbursements,  and shall render to the
President and the Board, at its regular meetings, or when the Board so requires,
an account of all his or her  transactions  as  Treasurer  and of the  financial
condition of the corporation.

         5.13 The  Assistant  Treasurer.  The assistant  Treasurer,  or if there
shall be more than one, the assistant  Treasurers in the order determined by the
Board  (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 or her
inability  or 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.

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                                   Article VI

                             Certificates for Shares

         6.1  Certificates  for Shares.  The shares of the corporation  shall be
represented by a certificate or shall be  uncertificated.  Certificates shall be
signed by, or in the name of the  corporation  by, the  Chairman of the board of
directors,  or the  President or a  Vice-President,  and by the  Treasurer or an
assistant  Treasure,   or  the  Secretary  or  an  assistant  Secretary  of  the
corporation.

         Within  a   reasonable   time  after  the   issuance   or  transfer  of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information  required by the General Corporation
Law of the State of Delaware or a statement  that the  corporation  will furnish
without  charge to each  stockholder  who so requests the powers,  designations,
preferences and relative participating, optional or other special rights of each
class  of  stock  or  series  thereof  and the  qualifications,  limitations  or
restrictions of such preferences and/or rights.

         6.2  Signature  on  Certificates.  Any of or all  the  signatures  on a
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
shall have ceased to be such officer,  transfer  agent or registrar  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.

         6.3  Transfer  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,  assignation  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.  Upon receipt of proper transfer  instructions  from
the registered owner of uncertificated  shares such uncertificated  shares shall
be  cancelled  and  issuance  of  new   equivalent   uncertificated   shares  or
certificated  shares  shall  be  made to the  person  entitled  thereto  and the
transaction shall be recorded upon the books of the corporation.

         6.4  Registered  Stockholders.  The  corporation  shall be  entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive dividend, 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.

         6.5  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  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 may fix, in advance,  a record date, which shall
not be more than sixty (60) nor less than ten (10) days  before the date of such
meeting,   nor  more  than  sixty  (60)  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 may fix a new record date for the adjourned meeting.

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         6.6 Lost  Certificates.  The  Board  may  direct a new  certificate  or
certificates be issued to replace 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 face by the person  claiming the  certificate
of stock to be lost,  stolen or destroyed.  When  authorizing such isue of a new
certificate or  certificates  or  uncertificated  shares,  the Board 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 require
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.

                                   Article VII

                                     Notices

         7.1  Notices.  Whenever,  under the  provisions  of the statutes or the
Certificate of Incorporation or these By-Laws, notice is required to be given to
any director or stockholder it shall be construed to mean personal  notice,  but
such  notice may be given in writing,  by mail,  addressed  to such  director or
stockholder,  at  his  or her  address  as it  appears  on  the  records  of the
corporation,  with the 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 given by telegram, telephone or facsimile.

         7.2  Waiver.  Whenever  any notice is  required  to be given  under the
provisions of the statutes or the Certificate of Incorporation 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 VIII

                                General Provision

         8.1  Dividends.  Dividends  upon the capital stock of the  corporation,
subject to the provisions of the  Certificate of  Incorporation,  if any, may be
declared  by the Board at any  regular  or  special  meeting,  pursuant  to 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.

         8.2 Dividend 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  conductive to the interests
of the corporation,  and the directors may modify or abolish any such reserve in
the manner in which it was created.

         8.3 Annual  Statement.  The Board 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.

         8.4  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 may from time to time designate.

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         8.5 Corporate Seal. The Board shall provide a suitable  corporate seal,
containing the name of the  corporation,  which seal shall be in the care of the
Secretary.

         8.6 Execution of Corporate Contracts and Instruments. The Board, except
as otherwise provided in these By-Laws,  may authorize any officer,  or agent or
agents,  to enter into any contract or execute any instrument in the name of and
on behalf of the  corporation;  such  authority  may be general or  confined  to
specific instances.  Unless so authorized or ratified by the Board or within the
agency  power of an  officer,  no  officer  or  agent  shall  have any  power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

                                   Article IX

                                   Amendments

         In  addition to the right of the  stockholders  of the  corporation  to
make, alter, amend, change, add to or repeal the By-Laws of the corporation, the
Board shall have the power (without the assent or vote of the  stockholders)  to
make, alter, amend, change add to or repeal the By-laws of the corporation.


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