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                           SYNERGISTIC HOLDINGS CORP.

                                     BY-LAWS

                                    ARTICLE I

OFFICES

     1. The location of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
and the name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.

     2. The Corporation shall in addition to its registered office in the State
of Delaware establish and maintain an office or offices at such place or places
as the Board of Directors may from time to time find necessary or desirable.

                                   ARTICLE II

CORPORATE SEAL

     The corporate seal of the Corporation shall have inscribed thereon the name
of the Corporation and may be in such form as the Board of Directors may
determine. Such seal may be used by causing it or a facsimile thereof to be
impressed, affixed or otherwise reproduced.

                                   ARTICLE III

MEETINGS OF STOCKHOLDERS

     1. All meetings of the stockholders shall be held at the registered office
of the Corporation in the State of Delaware or at such other place as shall be
determined from time to time by the Board of Directors.




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     2. The annual meeting of stockholders shall be held on such day and at such
time as may be determined from time to time by resolution of the Board of
Directors, when they shall elect by plurality vote, a Board of Directors to hold
office until the annual meeting of stockholders held next after their election
and their successors are respectively elected and qualified or until their
earlier resignation or removal. Any other proper business may be transacted at
the annual meeting.

     3. 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 for the transaction of
business, except as otherwise expressly provided by statute, by the Certificate
of Incorporation or by these By-laws. If, however, such majority shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting (except as otherwise provided by statute). At such adjourned meeting
at which the requisite amount of voting stock shall be represented any business
may be transacted which might have been transacted at the meeting as originally
notified.

     4. At all meetings of the stockholders each stockholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an instrument
in writing subscribed by such stockholder and bearing a date not more than three
years prior to said meeting, unless such instrument provides for a longer
period.



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     5. At each meeting of the stockholders each stockholder shall have one vote
for each share of capital stock having voting power, registered in his name on
the books of the Corporation at the record date fixed in accordance with these
By-law, or otherwise determined, with respect to such meeting. Except as
otherwise expressly provided by statute, by the Certificate of Incorporation or
by these By-laws, all matters coming before any meeting of the stockholders
shall be decided by the vote of a majority of the number of shares of stock
present in person or represented by proxy at such meeting and entitled to vote
thereat, a quorum being present.

     6. Notice of each meeting of the stockholders shall be mailed to each
stockholder entitled to vote thereat not less than 10 nor more than 60 days
before the date of the meeting. Such notice shall state the place, date and hour
of the meeting and, in the case of a special meeting, the purposes for which the
meeting is called.

     7. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the Secretary at the request in
writing of stockholders owning a majority of the amount of the entire capital
stock of the Corporation issued and outstanding and entitled to vote. Such
request by stockholders shall state the purpose or purposes of the proposed
meeting.

     8. Business transacted at each special meeting shall be confined to the
purpose or purposes stated in the notice of such


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meeting.

     9. The order of business at each meeting of stockholders shall be
determined by the presiding officer.

                                   ARTICLE IV

DIRECTORS

     1. The business and affairs of the Corporation shall be managed under the
direction of a Board of Directors, which may exercise all such powers and
authority for and on behalf of the Corporation as shall be permitted by law, the
Certificate of Incorporation or these By-laws. Each of the directors shall hold
office until the next annual meeting of stockholders and until his successor has
been elected and qualified or until his earlier resignation or removal.

     2. The Board of Directors may hold their meetings within or outside of the
State of Delaware, at such place or places as it may from time to time
determine.

     3. The number of directors comprising the Board of Directors shall be such
number as may be from time to time fixed by resolution of the Board of
Directors. In case of any increase, the Board shall have power to elect each
additional director to hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or his earlier resignation or
removal. Any decrease in the number of directors shall take effect at the time
of such action by the Board only to the extent that vacancies then exist; to the
extent that such decrease exceeds the number of such vacancies, the decrease
shall not become effective, except as further vacancies may thereafter occur,
until the time of


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and in connection with the election of directors at the next succeeding annual
meeting of the stockholders.

     4. If the office of any director becomes vacant, by reason of death,
resignation, disqualification or otherwise, a majority of the directors then in
office, although less than a quorum, may fill the vacancy by electing a
successor who shall hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or his earlier resignation or
removal.

     5. Any director may resign at any time by giving written notice of his
resignation to the Board of Directors. Any such resignation shall take effect
upon receipt thereof by the Board, or at such later date as may be specified
therein. Any such notice to the Board shall be addressed to it in care of the
Secretary.

                                    ARTICLE V

COMMITTEES OF DIRECTORS

     1. By resolutions adopted by a majority of the whole Board of Directors,
the Board may designate an Executive Committee and one or more other committees,
each such committee to consist of one or more directors of the Corporation. The
Executive Committee shall have and may exercise all the powers and authority of
the Board in the management of the business and affairs of the Corporation
(except as otherwise expressly limited by statute), including the power and
authority to declare dividends and to authorize the issuance of stock, and may
authorize the seal of the corporation to be affixed to all papers which may
require it. Each


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such committee shall have such of the powers and authority of the Board as may
be provided from time to time in resolutions adopted by a majority of the whole
Board.

     2. The requirements with respect to the manner in which the Executive
Committee and each such other committee shall hold meetings and take actions
shall be set forth in the resolutions of the Board of Directors designating the
Executive Committee or such other committee.

                                   ARTICLE VI

COMPENSATION OF DIRECTORS

     The directors shall receive such compensation for their services as may be
authorized by resolution of the Board of Directors, which compensation may
include an annual fee and a fixed sum for expense of attendance at regular or
special meetings of the Board or any committee thereof. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                                      ARTICLE VII

MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING

     1. Regular meetings of the Board of Directors may be held without notice at
such time and place, either within or without the State of Delaware, as may be
determined from time to time by resolution of the Board.

     2. Special meetings of the Board of Directors shall be held whenever called
by the President of the Corporation or the Board of Directors on at least 24
hours' notice to each director. Except as may be otherwise specifically provided
by statute, by the


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Certificate of Incorporation or by these By-laws, the purpose or purposes of any
such special meeting need not be stated in such notice, although the time and
place of the meeting shall be stated.

     3. At all meetings of the Board of Directors, the presence in person of a
majority of the members of the Board of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and, except
as otherwise provided by statute, by the Certificate of Incorporation or by
these Bylaws, if a quorum shall be present the act of a majority of the
directors present shall be the act of the Board.

     4. Any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if all
the members of the Board or such 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 of committee. Any director may participate in a meeting of the
Board, or any committee designated by the Board, by means of a 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 this sentence shall constitute presence in person at such meeting.

                                  ARTICLE VIII

OFFICERS

     1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, one or more Vice Presidents, a Secretary and
a Treasurer. The Board may also choose one or more Assistant Secretaries and
Assistant Treasurers, and


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such other officers as it shall deem necessary. Any number of offices may be
held by the same person.

     2. The salaries of all officers of the Corporation shall be fixed by the
Board of Directors, or in such manner as the Board may prescribe.

     3. The officers of the Corporation shall hold office until their successors
are elected and qualified, or until their earlier resignation or removal. Any
officer may be at any time removed from office by the Board of Directors, with
or without cause. If the office of any officer becomes vacant for any reason,
the vacancy may be filled by the Board of Directors.

     4. Any officer may resign at any time by giving written notice of his
resignation to the Board of Directors. Any such resignation shall take effect
upon receipt thereof by the Board or at such later date as may be specified
therein. Any such notice to the Board shall be addressed to it in care of the
Secretary.

                                   ARTICLE IX

PRESIDENT

     The President shall be the chief executive officer of the Corporation.
Subject to the supervision and direction of the Board of Directors, he shall be
responsible for managing the affairs of the Corporation. He shall have
supervision and direction of all of the other officers of the Corporation and
shall have the powers and duties usually and customarily associated with the
office of the President. He shall preside at meetings of the stockholders and of
the Board of Directors.




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                                    ARTICLE X

VICE PRESIDENTS

     The Vice Presidents shall have such powers and duties as may be delegated
to them by the President.

                                   ARTICLE XI

SECRETARY AND ASSISTANT SECRETARY

     1. The Secretary shall attend all meetings of the Board of Directors and of
the stockholders, and shall record the minutes of all proceedings in a book to
be kept for that purpose. He shall perform like duties for the committees of the
Board when required.

     2. The Secretary shall give, or cause to be given, notice of meetings of
the stockholders, of the Board of Directors and of the committees of the Board.
He shall keep in safe custody the seal of the Corporation, and when authorized
by the President, an Executive Vice President or a Vice President, shall affix
the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary. He
shall have such other powers and duties as may be delegated to him by the
President.

     3. The Assistant Secretary shall, in case of the absence of the Secretary,
perform the duties and exercise the powers of the Secretary, and shall have such
other powers and duties as may be delegated to them by the President.

                                   ARTICLE XII

TREASURER AND ASSISTANT TREASURER

     1. The Treasurer shall have the custody of the corporate funds and
securities, and shall deposit or cause to be


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deposited under his direction 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 or pursuant to authority granted by it. He shall
render to the President and the Board whenever they may require it an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. He shall have such other powers and duties as may be delegated to
him by the President.

     2. The Assistant Treasurer shall, in case of the absence of the Treasurer,
perform the duties and exercise the powers of the Treasurer, and shall have such
other powers and duties as may be delegated to them by the President.

                                  ARTICLE XIII

CERTIFICATES OF STOCK

     The certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the Corporation as they are issued. They shall exhibit
the holder's name and number of shares and shall be signed by the President or
an Executive Vice President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary.

                                   ARTICLE XIV

CHECKS

     All checks, drafts and other orders for the payment of money and all
promissory notes and other evidences of indebtedness of the Corporation shall be
signed by such officer or officers or such other person as may be designated by
the Board of Directors or pursuant to authority granted by it.


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                                   ARTICLE XV

FISCAL YEAR

     The fiscal year of the Corporation shall be as determined from time to time
by resolution duly adopted by the Board of Directors.

                                   ARTICLE XVI

NOTICES AND WAIVERS

     1. Whenever by statute, by the Certificate of Incorporation or by these
By-laws it is provided that notice shall be given to any director or
stockholder, such provision shall not be construed to require personal notice,
but such notice may be given in writing, by mail, by depositing the same in the
United States mail, postage prepaid, directed to such stockholder or director at
his address as it appears on the records of the Corporation, and such notice
shall be deemed to be given at the time when the same shall be thus deposited.
Notice of regular or special meetings of the Board of Directors may also be
given to any director by telephone or by telex, telegraph or cable, and in the
latter event the notice shall be deemed to be given at the time such notice,
addressed to such director at the address hereinabove provided, is transmitted
by telex (with confirmed answerback), or delivered to and accepted by an
authorized telegraph or cable office.

     2. Whenever by statute, by the Certificate of Incorporation or by these
By-laws a notice is required to be given, a written waiver thereof, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of any stockholder or director
at


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any meeting thereof shall constitute a waiver of notice of such meeting by such
stockholder or director, as the case may be, except as otherwise provided by
statute.

                                  ARTICLE XVII

INDEMNIFICATION

     All persons who the Corporation is empowered to indemnify pursuant to the
provisions of Section 145 of the General Corporation Law of the State of
Delaware (or any similar provision or provisions of applicable law at the time
in effect) shall be indemnified by the Corporation to the full extent permitted
thereby. The foregoing right of indemnification shall not be deemed to be
exclusive of any other such rights to which those seeking indemnification from
the Corporation may be entitled, including, but not limited to, any rights of
indemnification to which they may be entitled pursuant to any agreement,
insurance policy, other by-law or charter provision, vote of stockholders or
directors, or otherwise. No repeal or amendment of this Article XVIII shall
adversely affect any rights of any person pursuant to this Article XVIII which
existed at the time of such repeal or amendment with respect to acts or
omissions occurring prior to such repeal or amendment.

                                  ARTICLE XVIII

ALTERATION OF BY-LAWS

     The By-laws of the Corporation may be altered, amended or repealed, and new
By-laws may be adopted, by the stockholders or by the Board of Directors.




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