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                                                   EXHIBIT 3.5

                              CONSOLTEX INC.

                           BY-LAW NUMBER 2000-1
                   =====================================
          A  by-law  relating generally to the regulation of the
affairs of CONSOLTEX INC.

          BE IT ENACTED AND IT IS HEREBY ENACTED as by-law Number
2000-1 of CONSOLTEX INC. (hereinafter called the "Corporation")
as follows:

                               DEFINITIONS

1.        In this by-law  and  all other by-laws of the Corporation,
unless the context otherwise specifies or requires:

         (a)  "Act" means the Business  Corporations  Act, Statutes
               of New Brunswick, 1981, c. B-9.1, as from time to
               time amended, and every statute that may be substituted
               therefor  and,  in the case of such amendment or
               substitution, any reference in the by-laws of the
               Corporation shall be read as referring to the amended
               or substituted provisions therefor;

          (b)  "articles" means the articles, as from time to time
               amended, of the Corporation;

          (c)  "by-law" means  any  by-law  of the Corporation from
               time to time in force and effect;

          (d)  "director" means an individual  occupying  the
               position  of director of the Corporation and
               "directors",  "board of directors" and "board"
               includes a single director;

          (e)  "unanimous  shareholder  agreement"  means  an
               agreement  as described in subsection 99(2) of the
               Act or a declaration of a shareholder described in
               subsection 99(3) of the Act;

          (f)  words importing the singular number only shall  include
               the plural  and vice versa; words importing the masculine
               gender shall include  the  feminine  and  neuter  genders
               and vice versa;   words   importing   persons  shall
               include  bodies corporate, corporations, companies,
               partnerships, syndicates, trusts  and  any number or
               aggregate  of individuals;

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          (g)  the headings used in any by-law are inserted  for
               reference purposes  only  and  are not to be considered
               or taken  into account in construing  the terms or
               provisions thereof or to be  deemed in any way to
               clarify,  modify  or  explain  the effect of any such
               terms or provisions; and

          (h)  any term contained in any by-law which is defined
               in the Act shall have the meaning given to such term
               in the Act.


                             REGISTERED OFFICE

2.        The Corporation  may from time to time by resolution of
the board of directors change the location of the address of the
registered office of the Corporation to another place within New
Brunswick.

                              CORPORATE SEAL

3.        The Corporation may  have one or more corporate seals
which shall be such as the board of directors  may  adopt  by
resolution  from time to time.

                                 DIRECTORS

4.        NUMBER   AND  POWERS.   There  shall  be  a  board  of
directors consisting  of  such fixed  number,  or  minimum  and
maximum  number,  of directors as may  be  set  out  in  the
articles or as may be determined as prescribed  by  the articles,
or failing  that,  as  specified  by  by-law.Subject to any unanimous
shareholder agreement, the directors shall manage the business and
affairs of  the  Corporation  and  may  exercise  all such powers
and do all such acts and things as may be exercised or done by  the
Corporation  and are not by the Act, the articles, the by-laws,
any special resolution of  the  Corporation,  any unanimous
shareholder agreement or by statute expressly directed or required
to be done in some other manner.

5.        VACANCIES.   If  the  number   of  directors  is
increased,  the resulting  vacancies  shall  be filled at a meeting
of  shareholders  duly called for that purpose.  Notwithstanding
the provisions of paragraph 7 of this by-law and subject to the
provisions of  the  Act, if a vacancy should otherwise occur in
the board, the remaining directors,  if  constituting  a quorum,
may  appoint  a  qualified  person  to  fill  the  vacancy for the
remainder of the term.  In the absence of a quorum the remaining
directors shall forthwith call a meeting of shareholders to fill the
vacancy pursuant to subsection 69(2) of the Act.  Where a vacancy or
vacancies exist  in the board,  the remaining directors may exercise
all of the powers of the board so long as a quorum remains in office.

6.        DUTIES.   Every  director  and  officer  of  the
Corporation  in exercising his powers

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and discharging his duties shall

          (a)  act honestly and in good faith; and

          (b)  exercise  the  care,  diligence  and skill that a
               reasonably prudent person would exercise in comparable
               circumstances,

in the best interests of the Corporation.

7.        QUALIFICATION.  Every director shall be  an  individual
nineteen (19) or more years of age and no one who is of unsound
mind and has been so found by a court in Canada or elsewhere or
who has the status of a bankrupt or  who  has  been convicted of an
offence under the Criminal Code, chapter C-34 of the Revised Statutes
of Canada, 1970, as amended from time to time, or the criminal  law
of any jurisdiction outside of Canada, in connection with the
promotion, formation or management of a corporation or involving
fraud (unless three (3) years have elapsed  since  the  expiration
of the period  fixed  for suspension of the passing of sentence
without sentencing or since a fine  was  imposed,  or  unless
the  term  of  imprisonment and probation imposed, if any, was
concluded, whichever is the latest,  but the disability imposed
hereby ceases upon a pardon being granted) shall be a director.

8.        TERM OF OFFICE.   A  director's  term of office shall
be from the meeting at which he is elected or appointed  until
the annual meeting next following  or  until his successor is
elected or appointed, or until, if earlier, he dies  or resigns,
or is removed or disqualified pursuant to the provisions of the Act.

9.        VACATION OF OFFICE.  The office of a director shall ipso
facto be vacated if

          (a)  he dies;

          (b)  by notice  in  writing  to  the  Corporation  he
               resigns his office  and  such resignation, if not
               effective immediately, becomes effective in
               accordance with its terms;

          (c)  he is removed  from  office in accordance with
               section 67 of the Act; or

          (d)  he ceases to be qualified to be a director.

10.       ELECTION AND REMOVAL.  (1)  Directors  shall  be  elected
by the shareholders  by  ordinary resolution in general meeting on
a show of hands unless a poll is demanded  and if a poll is demanded
such election shall be by ballot.  All the directors  then in office
shall cease to hold office at the close of the meeting of shareholders
at which directors are to be elected.  A director

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if qualified, is eligible for re-election.

          (2)  Subject  to  sections 65 and 67 of the Act, the
shareholders of the Corporation may by ordinary  resolution  at a
special meeting remove any director before the expiration of his
term of  office  and  may,  by  a majority  of  the  votes cast
at the meeting, elect any person in his stead for the remainder
of his term.

          (3)  Each   shareholder  entitled  to  vote  at  an
election  of directors has the right  to  cast  a number of
votes equal to the number of votes  attached to the shares held
by  him  multiplied  by  the  number  of directors  to  be  elected,
and he may cast all such votes in favour of one candidate or
distribute them among the candidates in any manner.

          (4)  A separate  vote of shareholders shall be taken with
 respect to each candidate nominated  for  director  unless  a
resolution is passed unanimously permitting two (2) or more persons
to be elected  by  a  single resolution.

          (5)  If  a  shareholder  has  voted  for  more than one
candidate without specifying the distribution of his votes among
the  candidates, he shall be deemed to have distributed his votes
equally among the  candidates for whom he voted.

          (6)  If  the number of candidates nominated for director
exceeds the number of positions  to be filled, the candidates who
receive the least number  of  votes  shall  be eliminated  until
the  number  of  candidates remaining equals the number of positions
to be filled.

          (7)  A  retiring  director shall retain office until the
adjournment or termination of the meeting at which his successor is
elected unless such meeting was called for the purpose of removing
him from  office as  a  director  in  which case the director so
removed shall vacate office forthwith upon the passing of the
resolution for his removal.

11.       VALIDITY OF  ACTS.   An  act  by  a  director or officer
is valid notwithstanding an irregularity in his election  or
appointment or a defect in his qualification.

                           MEETINGS OF DIRECTORS

12.       PLACE OF MEETING.  Subject to the articles, meetings of
directors may be held at any place within or outside New Brunswick
as  the directors may from time to time determine or as the person
convening the  meeting may give notice.  A meeting of the directors
may be convened by the chairman of the  board  (if  any),  the
president  or  any  director at any time.  The secretary shall upon
direction of any of the foregoing officers or director
convene a meeting of the directors.

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13.       NOTICE.  (1) Notice of the time and place  for the holding
of any such meeting shall be delivered, mailed, telegraphed,  cabled,
telexed  or transmitted by facsimile to each director at his latest
address as shown on the records of the Corporation not less than two
(2) days (exclusive of the day on which the notice is delivered,
mailed, telegraphed, cabled, telexed or transmitted  by  facsimile
but inclusive of the day for which notice is given)  before  the date
of the meeting,  provided  that  meetings  of  the directors may be
held at any time without notice if all the directors have waived
notice.

          (2)  For  the  first meeting of the board of directors
to be held immediately following the  election  of  directors
at an annual or special meeting of the shareholders, no notice
of such meeting need be given to the newly elected or appointed
director or directors in order  for  the meeting to be duly
constituted, provided a quorum of the directors is present.

          (3)  A notice of a meeting of directors shall specify
any  matter referred to in subsection 73(2) of the Act that is
to be dealt with at  the meeting but, unless a by-law otherwise
provides, need not otherwise specify the purpose of or the
business to be transacted at the meeting.

14.       WAIVER  OF NOTICE.  Notice of any meeting of the
directors or any irregularity in any  meeting  or in the notice
thereof may be waived by any director in writing or by telegram,
cable, telex or facsimile transmission addressed to the Corporation
or in any other manner, and such waiver may be validly  given
either before or after the  meeting  to  which  such  waiver relates.
The attendance  of  a  director  at a meeting of directors is a
waiver of notice of the meeting except where a  director  attends a
meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called.

15.       TELEPHONE PARTICIPATION.  A director may participate in a
meeting of directors or of a committee of directors by means of such
telephone  or other communication facilities that permit all persons
participating in the meeting  to hear each other, and a director
participating in such a meeting by such means shall be deemed to be
present at that meeting.

16.       ADJOURNMENT.   Any meeting of the directors may be
adjourned from time to time by the chairman  of  the  meeting,
with  the  consent  of the meeting, to a fixed time and place
and no notice of the time and place  for the  continuance  of the
adjourned meeting need be given to any director if the time and
place  of  the  adjourned meeting is announced at the original
meeting.  Any adjourned meeting  shall  be  duly  constituted
if  held  in accordance  with  the  terms  of  the  adjournment
and a quorum is present thereat.  The directors who formed a
quorum at the original meeting are not required  to  form the
quorum at the adjourned meeting.   If  there  is  no quorum
present  at  the  adjourned  meeting,  the original meeting
shall be deemed to have terminated forthwith after its
adjournment.

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17.       QUORUM  AND  VOTING.   Subject  to the articles, a
majority  of directors shall constitute a quorum for the
transaction of business at any meeting of directors, provided
that where the  number  of  directors of the Corporation is two
directors, both must be present at any meeting  of  the board
to constitute a  quorum.   No  business  shall  be transacted
by the directors except at a meeting of directors at which a
quorum  of  the board is  present.   Questions  arising at any
meeting of the directors shall be decided by a majority of
votes  cast.  In case of an equality of votes, the chairman
of the meeting shall not have a  second or casting vote.
Where the Corporation has only one director, that director
may constitute a meeting.


18.       RESOLUTION IN LIEU OF MEETING. A resolution in writing,
signed by all the directors or signed counterparts of such
resolution by all the directors entitled to vote on that
resolution at a meeting of directors or a committee of directors,
is as valid as if it had been passed at a meeting of directors or
committee of directors duly called, constituted  and  held.
A  copy  of every such resolution or counterpart thereof shall
be kept with the minutes  of  the  proceedings  of  the  directors
or such committee of directors.

                         REMUNERATION OF DIRECTORS

19.       Subject  to the articles or any unanimous shareholder
agreement, the remuneration to  be paid to the directors shall be
such as the board of directors shall from time  to time determine and
such remuneration shall be in addition to the salary paid  to  any
officer  of the Corporation who is also  a  member  of  the  board
of directors.  The directors  may  also  by resolution  award special
remuneration  to  any  director  undertaking  any special services
on  the  Corporation's behalf other than the routine work ordinarily
required of a director  by the Corporation.  The confirmation of any
such  resolution  or resolutions by  the  shareholders  shall  not
be required.  The directors shall also be entitled to be paid their
travelling and other expenses properly incurred by them in connection
with the affairs of the Corporation.


                  SUBMISSION OF CONTRACTS OR TRANSACTIONS
                       TO SHAREHOLDERS FOR APPROVAL

20.       The directors in their discretion may submit any contract,
act or transaction  for approval,  ratification  or  confirmation
at  any  annual meeting of the  shareholders  or at any special
meeting of the shareholders called for the purpose of considering
the  same and  any contract, act or transaction  that  shall be
approved, ratified or confirmed  by  resolution passed by a majority
of the  votes  cast  at any such meeting (unless any different
or additional requirement is imposed  by  the  Act  or  by  the
articles or any  other  by-law)  shall  be as valid and as binding
upon the Corporation and upon all the shareholders  as  though it
had been approved, ratified and/or confirmed by every shareholder
of the Corporation.

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               FOR THE PROTECTION OF DIRECTORS AND OFFICERS

21.       No  director  or officer for the time being  of  the
Corporation shall be liable for the acts,  receipts,  neglects or
defaults of any other director or officer or employee of the
Corporation  or  for  joining in any receipt or act for conformity
or for any loss, damage or expense  happening to the Corporation
through the insufficiency or deficiency of title to any property
acquired  by order of the board of directors for or on behalf of
the Corporation or for  the  insufficiency or deficiency of any
security in or upon which any of the moneys of or belonging to the
Corporation shall be placed out or invested or for any loss or
damage arising  from  the bankruptcy, insolvency  or  tortious act
of any person, firm or corporation including any person, firm or
corporation  with  whom or which any moneys, securities or effects
of the Corporation shall be lodged  or  deposited  or for  any
loss,  conversion,  misapplication  or misappropriation of or any
damage  resulting from any dealings with any moneys,  securities
or other assets belonging  to  the  Corporation  or  for  any
other loss, damage or misfortune whatever which may happen to
the Corporation in the execution of the duties of his respective
office of trust or in relation thereto, unless the same shall
happen by or through his failure to exercise  the powers and
to discharge the duties of his office honestly, in good faith
with a view to  the  best interests of the Corporation, and in
connection therewith to exercise the  care, diligence and skill
that a reasonably prudent person would exercise in comparable
circumstances,  provided  that  nothing herein contained shall
relieve a director or officer from the duty to  act in accordance
with the Act or regulations  made thereunder or relieve him from
liability for a breach thereof.  The directors  for  the  time
being of the Corporation shall not be under any duty or
responsibility in respect of any contract, act or transaction whether
or not made, done or entered  into in the name or on behalf of the
Corporation, except such as shall have been submitted to and
authorized or approved by the board of directors.  If any
director or officer  of  the  Corporation  shall  be  employed
by or shall perform  services for the Corporation, the fact of his
being a shareholder, director or  officer  of the Corporation shall
not disentitle such director or officer or such firm or body
corporate,  as  the  case  may  be, from receiving proper
remuneration for such services.

                    INDEMNITIES TO DIRECTORS AND OTHERS

22.       Subject to section 81 of the Act, except in respect of
an  action by  or  on  behalf  of  the  Corporation  or  Another
Body Corporate  (as hereinafter  defined) to procure a judgement
in its favour, the Corporation shall indemnify  each  director
and officer of the Corporation and each former director and officer
of the Corporation and each  person who acts or acted at the
Corporation's request as a director or officer of Another Body
Corporate,  and  his  heirs and legal representatives, against all
costs, charges and expenses, including  any  amount  paid  to
settle an action or satisfy  a judgment, reasonably incurred by him
in respect of  any  civil, criminal or administrative action or
proceeding to which he is made a party by reason  of being or
having been a director or officer of the Corporation or Another
Body Corporate, as the case may be, if

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          (a)  he  acted honestly and in good faith with a view to
               the best interests of the Corporation; and

          (b)  in the  case  of  a  criminal  or  administrative
               action or proceeding that is enforced by a monetary
               penalty, he  had reasonable grounds for believing
               that  his  conduct  was lawful.

"Another Body Corporate" as used herein means a body corporate of
which the Corporation is or was a shareholder or creditor.


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                                 OFFICERS

23.       APPOINTMENT  OF  OFFICERS.    Subject  to  the  articles
or  any unanimous shareholder agreement, the directors  may
appoint a chairman of the board, a president and a secretary and,
if deemed advisable,  may  also appoint  one or more vice-presidents,
a treasurer and one or more assistant secretaries  and/or  one  or
more assistant treasurers.   None of such officers,  except the
chairman of the board, need be a director of the Corporation.
Any two or more of such offices  may  be  held  by  the  same
person.  In case and whenever the same person holds the offices
of secretary and treasurer he may, but need not, be known as the
secretary-treasurer.  The directors  may  from  time to time designate
such other offices and appoint such other officers, employees  and
agents as it shall  deem necessary who shall have such authority and
shall perform  such functions  and  duties as may from time to time be
prescribed by resolution of the directors.

24.       REMUNERATION AND REMOVAL OF OFFICERS.  Subject to the
articles or any unanimous shareholder  agreement,  the  remuneration
of all officers, employees and agents appointed by the directors may
be determined from time to time  by  resolution of the directors.
The fact that any officer,employee or agent is a director or
shareholder of the Corporation shall not disqualify him from
receiving such remuneration as may  be  so  determined. The
directors  may by resolution remove any officer, employee or
agent  at any time, with or without cause.

25.       DUTIES  OF  OFFICERS MAY BE DELEGATED.  In case of the
absence or inability or refusal to  act  of  any officer of the
Corporation or for any other reason that the directors may  deem
sufficient,  the  directors  may delegate  all  or any of the
powers of such officer to any other officer or to any director
for the time being.

26.       CHAIRMAN OF THE BOARD.  The chairman of the board
(if any) shall,if present, preside at all meetings of the
directors.  He shall sign such contracts, documents or
instruments in writing as require his signature and shall have
such other powers  and  duties  as  may  from  time  to  time be
assigned to him by resolution of the directors.

27.       PRESIDENT.  The president shall be the chief executive
officer of the  Corporation

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and  shall exercise general supervision
over the business and affairs of the Corporation.   The  president,
in  the  absence  of the chairman  of  the  board,  or  if a chairman
of the board be not appointed, shall preside at all meetings of the
directors,  and  he  shall  act  as chairman  at  all meetings of
the shareholders of the Corporation; he shall sign such contracts,
documents  or  instruments  in writing as require his signature
and he shall have such other powers and shall  perform such other
duties  as  may from time to time be assigned to him by resolution
of  the directors or as are incident to his office.

28.       VICE-PRESIDENT.   The  vice-president  (if  any) or, if
more than one, the vice-presidents in order of seniority, shall be
vested  with  all the powers and shall perform all the duties of
the president in the absence or inability or refusal to act of
the president. The  vice-president  or,  if more than one, the
vice-presidents in order of seniority, shall sign such  contracts,
documents or instruments in writing as require his or their
signatures and shall  also  have  such other powers and  duties
as may from time to time be assigned to him or them  by resolution
of the directors.


29.       SECRETARY.  The secretary shall give or cause to be
given notices for all meetings of the directors or committees
thereof (if  any)  and  of shareholders  when directed to do so,
and shall have charge, subject to the provisions of paragraphs 30
and 50 hereof, of the records referred to in section 18 of the Act
and of the corporate  seal  or  seals  (if  any).  He shall sign
such contracts, documents or instruments in writing as require
his signature  and shall have such other powers and duties as may
from time to time be assigned  to  him  by  resolution  of  the
directors  or as are incident to his office.

30.       TREASURER.   Subject  to the provisions of any resolution
of  the directors, the treasurer (if any)  shall  have  the care and
custody of all the funds and securities of the Corporation and shall
deposit  the same in the name of the Corporation in such bank or
banks or with such other depositary or depositaries as the directors
may  by resolution direct.  He shall  prepare,  maintain and keep
or cause to be kept  adequate  books  of accounts and accounting
records.   He shall sign such contracts, documents or instruments
in writing as require  his  signature  and  shall  have such
other  powers  and  duties  as may from time to time be assigned
to him  by resolution of the directors or  as  are  incident
to his office.  He may be required to give such bond for the
faithful  performance  of  his duties as the directors in their
uncontrolled discretion may require, but no director shall  be
liable  for  failure  to  require  any  such  bond  or  for  the
insufficiency  of any such bond or for any loss by reason of the
failure of the Corporation to receive any indemnity thereby
provided.

31.       ASSISTANT  SECRETARY  AND  ASSISTANT  TREASURER.   The
assistant secretary  or,  if  more  than  one, the assistant
secretaries in order  of seniority, and the assistant treasurer
or, if more than one, the assistant treasurers in order of seniority
(if any),  shall  respectively perform all the duties of the
secretary and treasurer, respectively,  in the absence or inability
to act of the secretary or

<PAGE>

treasurer as the case  may  be.  The
assistant secretary  or  assistant  secretaries,  if more than one,
and the assistant treasurer or assistant treasurers, if more than one,
shall sign such contracts, documents or instruments in writing as
require his or their signatures respectively and shall have such other
powers and  duties as may from time to time be assigned to them by
resolution of the directors.

32.       MANAGING  DIRECTOR.  The directors may from time to time
appoint from their number a managing  director  and  may delegate
to him any of the powers of the directors except as provided in
subsection 73(2) of the Act. The managing director shall conform
to all lawful  orders  given  to him by the directors and shall
at all reasonable times give to the directors or any of them all
information  they  may require regarding the affairs of the
Corporation.  Any agent or employee  appointed  by  the  managing
director shall be subject to discharge by the directors.

33.       VACANCIES.   If  the  office of chairman of the board,
president, vice-president,  secretary,  assistant   secretary,
treasurer,  assistant treasurer, or any other office created by
the directors  pursuant  to paragraph  23  hereof,  shall  be
or become vacant  by  reason  of  death, resignation, removal
or in any other  manner whatsoever, the directors may, subject
to  paragraph  23 hereof, appoint  another  person  to  fill
such vacancy.

                       COMMITTEES OF DIRECTORS

34.       The directors may from time to time appoint from their
number one or more committees of directors  consisting  of one or
more individuals and delegate to such committee or committees any
of the powers of the directors except  as  provided  in
subsection 73(2) of the  Act.   Unless  otherwise ordered by
the directors, a  committee of directors shall have power to fix
its quorum, elect its chairman  and  regulate  its  proceedings.
All such committees shall report to the directors as required by
them.

                           SHAREHOLDERS' MEETING

35.       ANNUAL  MEETING.   Subject  to compliance with section
85 of the Act, the annual meeting of the shareholders  shall  be
convened on such day in each year and at such time as the directors
may by resolution determine.

36.       SPECIAL MEETINGS.  (1) Special meetings of  the
shareholders may be  convened  by  order of the chairman of the
board, the president  or  a vice-president or by the directors,
to  be  held at such time and place as may be specified in such
order.

          (2)  Shareholders holding between them  not less than
ten percent (10%) of the issued shares of the Corporation that
carry the right to vote at  a  meeting sought to be held may
requisition the directors  to  call  a meeting of shareholders.
Such requisition shall state the

<PAGE>

business to be transacted at
the  meeting  and  shall  be  sent  to each director and the
registered office of the Corporation.


          (3)  Except as otherwise provided in subsection 96(3)
of the Act, it shall be the duty of the directors on receipt of
such  requisition,  to cause such meeting to be called by the
secretary of the Corporation.

          (4)  If  the  directors do not, within twenty-one (21)
days after receiving such requisition  call  such  meeting,
any shareholder who signed the requisition may call the meeting.

37.       PLACE OF MEETINGS.  Meetings of  shareholders  of the
Corporation shall be held at the registered office of the
Corporation  or at such other place within New Brunswick as the
directors by resolution may  determine. Notwithstanding the
foregoing, a meeting of shareholders of the Corporation may be
held outside  New Brunswick if all the shareholders entitled to
vote at that meeting so agree,  and  a  shareholder  who  attends
a  meeting of shareholders held outside New Brunswick is deemed
to have so agreed  except when  he  attends  the  meeting for
the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully
held.  Notwithstanding either  of  the  foregoing  sentences,
meetings  of shareholders  may  be  held  outside  New  Brunswick
at one or more places specified in the articles.

38.       NOTICE.   (1) Subject to the articles or a unanimous
shareholder agreement, a printed,  written or typewritten notice
stating the day, hour, place of meeting, the general  nature of
the business to be transacted and, if special business is to be
transacted thereat, stating (a) the nature of that business in
sufficient detail to permit the shareholder to form a reasoned
judgment thereon; and

          (b)  the text of any special resolution to be
               submitted to the meeting,

shall be sent to each person who is entitled to notice of such
meeting and who on the record date for notice appears on the
records of the Corporation or  its  transfer  agent  as  a
shareholder  and  to  each director of the Corporation and
the  auditor of the Corporation, if any,  personally,  by
sending such notice by prepaid  mail or in such other manner
as provided by by-law for the giving of notice,  not  less
than  twenty-one (21) days nor more than fifty (50) days
before the meeting.  If such  notice  is  sent by mail
it  shall  be addressed to the latest address of each such
person  as shown in the records  of  the  Corporation  or its
transfer agent, or if no address  is shown therein, then to
the last address  of  each  such  person known to the secretary.

          (2)  The  auditor  of  the  Corporation,  if  any,
is entitled to attend any meeting of shareholders of the
Corporation and  to  receive  all notices  and  other
communications  relating  to  any  such meeting that a
shareholder is entitled to receive.

<PAGE>

39.       WAIVER OF NOTICE.  A meeting of shareholders may
be held for any purpose  at  any time and, subject to section
84 of the Act, at  any  place without notice  if  all the
shareholders entitled to notice of such meeting are present
in person  or represented by proxy at the meeting (except where
the shareholder attends the meeting for the express purpose of
objecting to the transaction of any business  on  the  grounds
that  the meeting is not lawfully  called)  or  if all the
shareholders entitled to notice  of  such meeting and not
present  in  person  nor represented by proxy thereat waive
notice  of  the meeting.  Notice of any  meeting  of
shareholders  or  any irregularity in any such meeting or
in the notice thereof may be waived by any shareholder,
the duly appointed proxy of any shareholder, any directors
or the auditor  of the Corporation in writing, by telegram,
cable, telex or facsimile addressed to the Corporation or by
any other manner, and any such waiver may be validly  given
either  before  or after the meeting to which such waiver relates.

40.       OMISSION OF NOTICE.  The accidental omission  to  give
notice of any  meeting  to  or the non-receipt of any notice by
any person shall  not invalidate any resolution  passed or any
proceeding taken at any meeting of shareholders.

41.       RECORD DATE.  (1)  The directors may by resolution fix
in advance a date as the record date for the determination of
shareholders

          (a)  entitled to receive payment of a dividend;

          (b)  entitled to participate in a liquidation
               distribution; or

          (c)  for any other purpose  except the right to
               receive notice of or to vote at a meeting
               of shareholders,

but such record date shall not precede  by  more  than  fifty
(50) days the particular action to be taken.

          (2)  The directors may by resolution also fix in
advance the date as  the  record  date  for  the determination
of shareholders  entitled to receive notice of a meeting
of shareholders, but such record date shall not precede
by more than fifty (50)  days  or by less than twenty-one
(21) days the date on which the meeting is to be held.

          (3)  If no record date is fixed,

          (a)  the  record  date for the determination  of
               share-holders entitled to receive notice
               of  a  meeting  of shareholders shall be

               (i)  at  the  close  of  business  on  the
                    day  immediately preceding the day


<PAGE>
                    on which the notice is given; or

               (ii) if no notice is given, the day on which
                    the meeting  is held; and

          (b)  the  record  date  for the determination of
		   shareholders for any purpose, other than
               that  specified in subparagraph (a) above or
               to vote, shall be at the  close  of business on the
               day  on  which  the  directors pass the resolution
               relating thereto.

42.       VOTING.  (1) Votes at meetings  of  the shareholders
may be given either personally or by proxy.  At every meeting
at which he is entitled to vote, every shareholder present in
person and every  proxyholder shall have one (1) vote on a
show of hands.  Upon a poll at which  he  is  entitled to vote,
every shareholder present in person or by proxy shall (subject
to the provisions,  if  any,  of  the articles) have one (1) vote
for every  share registered in his name.

          (2)  Voting at a meeting  of  shareholders  shall  be
by show of hands  except  where  a  ballot is demanded by a
shareholder or proxyholder entitled to vote at the meeting.
A shareholder or proxyholder may demand a ballot either
before or after  any  vote  by  show of hands.  In case of an
equality of votes the chairman of the meeting shall  not  have
a second or casting  vote in addition to the vote or votes to
which he may be  entitled as a shareholder or proxyholder.

          (3)  At  any  meeting, unless a ballot is demanded,
a declaration by the chairman of the meeting  that  a
resolution  has  been  carried  or carried unanimously or by
a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact without proof
of the number  or  proportion of votes recorded in favour of or
against the motion.

          (4)  In the  absence  of the chairman of the board, the
president and every vice-president, the shareholders  present
entitled to vote shall choose another director as chairman of the
meeting and  if  no  director is present or if all the directors
present decline to take the chair  then the shareholders or
proxyholders present shall choose one of their number to be
chairman.

          (5)  If at any meeting a ballot is demanded on the
election  of a chairman or on the question of adjournment or
termination it shall be taken forthwith  without  adjournment.
If  a  ballot  is  demanded on any other question  or  as  to
the election of directors it shall be  taken  in  such manner
and either at  once  or  later  at  the  meeting  or at an
adjourned meeting  as the chairman of the meeting directs.
The result  of  a  ballot shall be deemed to be the resolution
of the meeting at which the ballot was demanded.  A demand
for a ballot may be withdrawn.

          (6)  Where  a  person  holds shares as a personal
representative, such person or his proxy is the person  entitled
to vote at all meetings of shareholders in respect of the shares
so

<PAGE>

held by him.



          (7)  Where a person mortgages or  hypothecates  his
shares, such person  or  his  proxy  is  the person entitled
to vote at all meetings  of shareholders in respect of such
shares  unless, in the instrument creating the mortgage or
hypothec, he has expressly empowered the person holding the
mortgage or hypothec to vote in respect of  such shares, in
which case, and subject to the articles, such holder or his proxy
is the person entitled to vote in respect of the shares.

          (8)  Where two or more persons hold  the  same  share
or  shares jointly,  any one of such persons present at a meeting
of shareholders  has the right,  in  the  absence  of the other
or others, to vote in respect of such share or shares, but if more
than  one of such persons are present or represented by proxy and
vote, they shall vote together as one on the share or shares
jointly held by them.

43.       PROXIES.  (1) A shareholder, including  a  shareholder
that is a body corporate, entitled to vote at a meeting of
shareholders may by  means of  a  proxy  appoint  a proxyholder or
one or more alternate proxyholders, none of whom are required  to
be  a  shareholder of the Corporation, which proxyholders shall have
all the rights of the shareholder to attend and act at the meeting
in the place and stead of  the  shareholder  except  to  the extent
limited by the proxy.

          (2)  An  instrument  appointing  a  proxy shall be in
writing and shall  be  executed  by the shareholder or by his
 attorney  authorized  in writing or, if the shareholder  is
a body corporate, either under its seal or by an officer or
attorney thereof,  duly  authorized.   A proxy is valid only
at the meeting in respect of which it is given or any adjournment
thereof.

          (3)  Unless  the  Act   requires   another  form,  an
instrument appointing a proxyholder may be in the following form:

          "The  undersigned  shareholder  of hereby appoints of
          or  failing him, of as the proxy  of the undersigned
          to  attend  and  act for and on behalf  of  the
          undersigned at the  meeting of  the  shareholders of the
          said  corporation  to be held on the  day of   , 19  ,
          and at any adjournment  thereof  to  the same extent
          and with the same  power and authority as if the
          undersigned  were  personally  present at the said
          meeting or such adjournment thereof.

               Dated the      day of           , 19  .


<PAGE>

                         Signature of Shareholder

          NOTE:

          This form  of  proxy  must  be  signed  by  a  shareholder
          or his attorney authorized in writing or, if the
          shareholder  is  a body corporate,  either  under
          its  seal or by an officer or attorney thereof duly
          authorized."


44.       ADJOURNMENT.   (1)  The chairman of  the  meeting  may
with  the consent of the meeting adjourn  any  meeting  of
shareholders from time to time to a fixed time and place.  If a
meeting of shareholders  is adjourned for  less than sixty
(60) days, it is not necessary to give notice  of  the adjourned
meeting other than by announcement at the earlier meeting that is
adjourned.   If  a  meeting  of  shareholders  is  adjourned by one
or more adjournments for an aggregate of sixty (60) days or  more,
notice  of  the adjourned meeting shall be given as for an original
meeting.

          (2)  Any  adjourned  meeting shall be duly constituted if
held in accordance with the terms of the adjournment and a quorum is
present at the opening thereat.  The persons who  formed  a quorum at
the original meeting are not required to form the quorum at the
adjourned  meeting.  If there is no  quorum  present at the opening
of the adjourned meeting,  the  original meeting shall be deemed to
have terminated forthwith after its adjournment. Any business  may
be brought before or dealt with at any adjourned meeting which might
have been  brought before or dealt with at the original meeting
in accordance with the notice calling the same.

45.       QUORUM.  (1) Except  as  hereinafter  provided,  a quorum
for any meeting  of  shareholders  shall  be  one  (1)  or  more
shareholders   or proxyholders holding or representing not less than
a majority of the shares entitled to be voted at such meeting.

          (2)  If  a  quorum  is  present  at  the  opening of a
meeting of shareholders,  the shareholders present in person or
represented  by  proxy may proceed with  the business of the
meeting notwithstanding that a quorum is not present throughout
the meeting.

          (3)  If a  quorum  is  not present at the opening of
a meeting of shareholders, the shareholders present  in  person
or represented by proxy may  adjourn  the meeting to a fixed
time and place but  not  transact  any other business.

          (4)  Where  the  Corporation has only one shareholder
or only one holder of any class or series  of  shares, or if only
one person is present at a meeting holding or representing

<PAGE>

sufficient  shares  to  constitute  a quorum,  the  shareholder
present  in  person  or  by  proxy constitutes a meeting.

46.       RESOLUTION IN LIEU OF MEETING.  A resolution in writing
signed by all the shareholders or signed counterparts of such
resolution  by  all the shareholders   entitled  to  vote  on
that  resolution  at  a  meeting  of shareholders is  as  valid
as  if  it  had been passed at a meeting of the shareholders
duly called, constituted and  held.   A  copy  of  every  such
resolution  or  counterpart  thereof  shall be kept with the
minutes of the meetings of shareholders.

47.       TELEPHONE  PARTICIPATION.  A shareholder  may
participate  in  a meeting of shareholders  or of a committee
of shareholders by means of such telephone  or  other
communication  facilities  that  permit  all  persons p
articipating  in  the meeting  to  hear  each  other,  and
a  shareholder participating in such a meeting by such means
shall be deemed to be present at that meeting.


                           SHARES AND TRANSFERS

48.       ISSUANCE.   Subject  to  the  articles, any unanimous
shareholder agreement and to section 27 of the Act, shares  in
the  Corporation may be issued at such times and to such persons
or classes of persons and, subject to sections 23 and 24 of the
Act, for such consideration as  the  directors may determine.

49.       CERTIFICATES.  Share certificates (and the form of
stock transfer power  on  the  reverse  side  thereof)  shall
(subject to compliance with section 47 of the Act) be in such
form and be signed by such director(s) or officer(s) as the
directors may from time to time  by resolution determine.
Such  certificates  shall be signed manually by at least  one
director  or officer of the Corporation  or  by  or  on  behalf
of a registrar, transfer agent  or  branch  transfer agent of
the Corporation,  and  any  additional signatures required
on  a  share  certificate  may be printed or otherwise
mechanically reproduced thereon.  If a share certificate
contains a printed or mechanically reproduced signature
of a person, the Corporation may issue the share certificate
notwithstanding that the person  has  ceased  to be a
director or an officer of the Corporation, and the share
certificate  is as valid as if he were a director or an officer
at the date of its issue.

50.       REGISTRAR  AND  TRANSFER  AGENT.   The directors may
from time to time by resolution appoint or remove one or more
registrars  and/or branch registrars (which may but need not
be the same person) to keep  the  share register and/or  one
or more transfer agents and/or branch transfer agents (which
may but need not  be  the  same  person)  to  keep  the
register of transfers,  and  (subject  to  section  48 of the
Act) may provide for  the registration of issues and the
registration  of  transfers of the shares of the  Corporation
in one or more places and such registrars  and/or  branch
registrars and/or transfer  agents and/or branch transfer
agents shall keep all necessary books

<PAGE>

and registers  of  the
Corporation for the registration of the issuance and the
registration of  transfers  of  the  shares  of the
Corporation for which they are so appointed.  All certificates
issued after any such appointment representing shares issued
by the Corporation shall be countersigned  by  or on behalf
of one of the said registrars and/or branch registrars
and/or transfer  agents  and/or  branch  transfer agents, as the
case may be.

51.       SURRENDER OF SHARE CERTIFICATES.  No transfer  of  a
share issued by  the  Corporation  shall  be recorded or registered
unless or until  the certificate representing the share  to  be
transferred has been surrendered and cancelled or, if no certificate
has been  issued  by the Corporation in respect of such share,
unless or until a duly executed share transfer power in respect
thereof has been presented for registration.

52.       DEFACED,  DESTROYED,  STOLEN  OR  LOST  CERTIFICATES.
If   the defacement,  destruction  or apparent destruction, theft,
or other wrongful taking or loss of a share certificate  is  reported
by the owner thereof to the  Corporation  or to a registrar, branch
registrar,  transfer  agent  or branch transfer agent  of  the
Corporation (hereinafter, in this paragraph, called the
"Corporation's transfer  agent")  and  such  owner  gives to the
Corporation  or  the  Corporation's  transfer  agent  a  written
statement verified by oath or statutory declaration as to the
defacement, destruction or  apparent  destruction, theft, or other
wrongful taking or loss and  the circumstances concerning  the
same,  a  request  for the issuance of a new certificate to
replace the one so defaced, destroyed,  wrongfully  taken or
lost  and  a  bond  of  a surety company (or other security
approved by the directors) in such form as  is approved by the
directors or by the chairman of  the  board, the president,
a  vice-president,  the  secretary  or  the treasurer  of
the  Corporation,  indemnifying  the  Corporation  (and  the
Corporation's transfer agent, if any), against all loss, damage
or expense, which the Corporation and/or the Corporation's transfer
agent may suffer or be  liable  for  by  reason  of  the  issuance
of a new certificate to such shareholder, a new certificate may be
issued  in  replacement  of  the  one defaced,  destroyed or
apparently destroyed, stolen or otherwise wrongfully taken or
lost, if such issuance is ordered and authorized by any one of the
chairman of  the  board,  the president, a vice-president, the
secretary or the treasurer of the Corporation or by resolution
of the directors.

                                DIVIDENDS

53.       DECLARATION  AND  PAYMENT  OF  DIVIDENDS.   (1)  Subject
to  the following  subparagraph  (2), the  directors  may  from
time  to  time  by resolution declare and the  Corporation  may
pay  dividends  on its issued shares, subject to the provisions
(if any) of the articles.

          (2)  The  directors  shall not declare and the
Corporation  shall not pay a dividend if there are reasonable
grounds for believing that;

          (a)  the Corporation is, or would after the payment be,
               unable to pay its

<PAGE>

               liabilities as they become due; or

          (b)  the  realizable value  of  the  Corporation's
               assets  would thereby  be  less  than the aggregate
               of its liabilities and stated capital of all classes.

          (3)  Subject to section 41  of the Act, the Corporation
may pay a dividend  in  money or property or by issuing  fully  paid
shares  of  the Corporation.

54.       RECEIPT  OF  DIVIDENDS  BY  JOINT  HOLDERS.   In case two
or more persons  are  registered  as  the  joint holders of any
securities  of  the Corporation, any one of such persons  may  give
effectual receipts for all dividends and payments on account of
dividends, principal,  interest and/or redemption  payments  on
redemption  of  securities  (if  any) subject  to redemption in
respect of such securities.

                VOTING SECURITIES IN OTHER BODIES CORPORATE

55.       All securities of any other body corporate carrying
voting rights held from time to time by the Corporation may be
voted at all  meetings  of shareholders, bondholders, debenture
holders or holders of such securities, as the case may be, of
such other body corporate in such manner and by such person
or  persons  as the directors of the Corporation shall from
time to time determine and authorize  by  resolution.
The duly authorized signing officers of the Corporation may also
from time to  time execute and deliver for  and  on  behalf of
the Corporation proxies and/or  arrange  for  the issuance of
voting certificates  and/or other evidence of the right to vote
in such names as they may determine  without  the necessity of
a resolution or other action by the directors.

                                  NOTICE

56.       SERVICE.  (1) Any notice or other document  required
to be given or sent by the Corporation to any shareholder,
director or auditor  of  the Corporation  shall  be  delivered
personally or sent by prepaid mail or by telegram, telex,
cablegram or facsimile addressed to:

          (a)  the  shareholder at his  latest  address  as  shown
               on  the records of the Corporation or its transfer
               agent; and

          (b)  the director  at  his latest address as shown in
               the records of the Corporation or in the last
               notice filed under section 64 or 71 of the Act.

With respect to every notice or other  document  sent  by  prepaid
mail it shall  be  sufficient to prove that the envelope or wrapper
containing  the notice or other  document was properly addressed
and put into a post office letter box.

<PAGE>
          (2)  If   the  Corporation  sends  a  notice  or
document  to  a shareholder in accordance with the provisions
of the foregoing subparagraph (2)  and the notice or  document
is  returned  on  three  (3)  consecutive occasions  because
the shareholder cannot be found, the Corporation is not required
to send any  further notices or documents to the shareholder until
he informs the Corporation in writing of his new address.


57.       SHARES REGISTERED  IN  MORE  THAN ONE NAME.  All notices
or other documents required to be sent to a shareholder  by the Act,
the regulations under the Act, the articles or the by-laws of the
Corporation  shall, with respect to any shares in the capital of
the Corporation registered  in more than one name, be given to
whichever of such persons is named first in  the records of the
Corporation and any notice or other document so given shall
be sufficient  notice  or  delivery  of such document to all
the holders of such shares.

58.       PERSONS BECOMING ENTITLED BY  OPERATION OF LAW.  Every
person who by operation of law, transfer or by any other means
whatsoever shall become entitled to any shares in the capital
of  the Corporation shall be bound by every notice or other
document in respect of such shares which prior to his name
and address being entered on the records of the Corporation
shall have been duly given to the person or persons from
whom he derives his title to such shares.

59.       DECEASED SHAREHOLDER.  Any notice or other  document
delivered or sent by post or left at the address of any shareholder
as the same appears in  the  records  of  the  Corporation  shall,
notwithstanding  that  such shareholder be then deceased and whether
or not the  Corporation has notice of his decease, be deemed to
have been duly served in respect of the shares held by such
shareholder (whether held solely or with  other persons) until
some other person be entered in his stead in the records of the
Corporation as the holder or one of the holders thereof and such
service  shall for all purposes be deemed a sufficient service of
such notice or other document on his heirs, executors or
administrators and all persons (if any)  interested with him in
such shares.

60.       SIGNATURES TO NOTICES.  The signature of any director or
officer of  the  Corporation to any notice may be written, stamped,
typewritten  or printed or partly written, stamped, typewritten or
printed.

61.       COMPUTATION  OF  TIME.   Where  a given number of days'
notice or notice  extending  over  any  period is required  to  be
given  under  any provisions  of the articles or by-laws  of  the
Corporation,  the  day  of service or posting of the notice shall,
unless it is otherwise provided, be counted in such  number  of
days  or other period and such notice shall be deemed to have
been given or sent on the day of service or posting.

62.       PROOF  OF  SERVICE.   A  certificate   of   any  officer
of  the Corporation in office at the time of the making of the
certificate or of a transfer officer of any transfer agent or branch
transfer  agent  of shares of  any class of the Corporation as to
facts in relation to the mailing

<PAGE>

or delivery  or  service
of any notice or other documents to any shareholder, director,
officer or auditor or publication of any notice or other document
shall  be  conclusive evidence  thereof  and  shall  be  binding
on  every shareholder,  director,  officer or auditor of the
Corporation, as the case may be.

                       CHEQUES, DRAFTS, NOTES, ETC.

63.       All cheques, drafts  or  orders  for the payment of
money and all notes, acceptances and bills of exchange shall be
signed by such officer or officers  or  other  person or persons,
whether  or  not  officers  of  the Corporation, and in such
manner  as  the  directors  may from time to time designate
by resolution.

                           CUSTODY OF SECURITIES

64.       (1)  All securities (including warrants) owned by the
Corporation shall be lodged (in the name of the Corporation) with
a chartered bank or a trust company or in a safety deposit box
or, if so authorized by resolution of the directors, with such
other depositaries or in such  other  manner as may be
determined from time to time by the directors.

          (2)  All   securities   (including  warrants)  belonging
to  the Corporation may be issued and held  in the name of a nominee
or nominees of the Corporation (and if issued or held  in  the  names
of  more  than  one nominee  shall  be  held in the names of the
nominees jointly with right of survivorship) and shall be endorsed
in blank with endorsement guaranteed in order to enable transfer
thereof  to be completed and registration thereof to be effected.

                       EXECUTION OF CONTRACTS, ETC.

65.       (1)  Contracts, documents or instruments in writing
requiring the signature of the Corporation may be  signed by any
one of the directors and officers.  All contracts, documents or
instruments  in  writing  so signed shall be binding upon the
Corporation without any further authorization  or formality.
The directors are authorized from time to time by resolution
to appoint any officer or officers or any other person or persons
on behalf of the  Corporation  either  to  sign  contracts,
documents or instruments in writing generally or to sign
specific contracts,  documents  or instruments in writing.
Where the Corporation has only one director and officer,
being the  same  person,  that  person may sign all such
contracts, documents  or other written instruments.

          (2)  The corporate  seal  (if any) may, when required,
be affixed to contracts, documents or instruments in writing signed
as aforesaid by an officer or officers, person or persons appointed
as aforesaid by resolution of the directors.

<PAGE>
          (3)  The term "contracts, documents or instruments in
 writing" as used  in this by-law shall include deeds,  mortgages,
hypothecs,  charges, conveyances,  transfers  and  assignments  of
property,  real or personal, immoveable or moveable, agreements,
releases, receipts and  discharges  for the  payment  of  money
or  other  obligations, conveyances, transfers and assignments
of shares, warrants, bonds,  debentures or other securities and
all paper writings.

          (4)  In  particular,  without  limiting  the  generality
of  the foregoing,  any one of the directors or officers  of  the
Corporation  are hereby authorized  to  sell,  assign, transfer,
exchange, convert or convey all shares, bonds, debentures,  rights,
warrants or other securities owned by or registered in the name of
the Corporation  and  to  sign  and execute (under the seal of the
Corporation  or  otherwise)  all  assignments, transfers,
conveyances,  powers of attorney and other instruments that may
be  necessary  for  the  purpose   of   selling,  assigning,
transferring, exchanging, converting or conveying or enforcing
or  exercising any voting rights in respect of any such shares,
bonds, debentures,  rights,  warrants or  other  securities.
Where  the  Corporation  has only one director and officer,
being the same person, that person may perform  the  functions
and exercise the powers herein contemplated.


                                 AUDITOR

66.       At each annual meeting of the shareholders of the
Corporation  an auditor  may  be  appointed  for  the purpose
of auditing and verifying the accounts of the Corporation for
the  then current year and his report shall be submitted at
the next annual meeting  of  the shareholders.  The auditor
shall not be a director or an officer of the Corporation.
Unless fixed by the  meeting of shareholders at which he
is appointed, the remuneration  of the auditor shall be
determined from time to time by the directors.

                                FISCAL YEAR

67.            The fiscal period of the Corporation shall terminate
on such day in  each  year  as  the  directors  may from time to
time by resolution determine.

                                 BORROWING

68.       GENERAL BORROWING.  The directors may from time to time:

          (a)  borrow money upon the credit of the Corporation;

          (b)  issue, reissue, sell or pledge debt obligations of
               the Corporation;

          (c)  give a guarantee on  behalf  of  the  Corporation
               to secure performance of an obligation of any person;
               and

<PAGE>

          (d)  mortgage, hypothecate, pledge or otherwise create a
               security interest in all or any property of the
               Corporation, owned or subsequently  acquired,
               to  secure  any  obligation  of the Corporation.

The directors may from time to time authorize any director or
directors, or officer  or  officers,  of  the  Corporation,  to
make  arrangements  with reference  to  the money borrowed or to
be borrowed as aforesaid, and as to the terms and conditions
of  the loan thereof, and as to the securities to be given
therefor, with power to  vary  or  modify such arrangements, terms
and  conditions  and  to  give such additional securities  for
any  moneys borrowed or remaining due by  the  Corporation  as
the  directors  of  the Corporation may authorize, and generally
to manage, transact and settle the borrowing of money by the
Corporation.


                  * * * * * * * * * * * * * * * * * * * *


<PAGE>
      ENACTED  by  the directors of the Corporation on the
2nd day of October, 2000.

          WITNESS the corporate seal of the Corporation.

                                     /s/C. Suzanne Crawford
                                     Secretary


      Approved, ratified  and  confirmed  by  the
shareholders  of the Corporation on the 2nd day of
October, 2000.


          WITNESS the corporate seal of the Corporation.


                                   /s/C. Suzanne Crawford
                                   Secretary




<PAGE>
                                                   EXHIBIT 3.6

                                  BY-LAWS

                                    OF

                         AIP/CGI ACQUISITION CORP.
            ==============================================
                          A DELAWARE CORPORATION

                                 ARTICLE I

                                  OFFICES


     SECTION   1.    REGISTERED  OFFICE.   The  registered  office
of  the corporation in the State  of Delaware shall be located at
1013 Centre Road,Wilmington Delaware 19805, in the County of New
Castle.  The name of the corporation's registered agent at such
address shall be Corporation Service Company.  The registered
office and/or  registered agent of the corporation may be
changed from time to time by action of the board of directors.

     SECTION 2.  OTHER OFFICES.  The corporation  may  also have
offices at such other places, both within and without the State
of  Delaware,  as  the board  of  directors may from time to
time determine or the business of the corporation may require.


                                ARTICLE II

                         MEETINGS OF STOCKHOLDERS

     SECTION  1.   PLACE  AND  TIME  OF MEETINGS.  An annual
meeting of the stockholders shall be held each year for the
purpose of electing directors and conducting such other proper
business as  may  come before the meeting. The  date, time
and  place  of  the annual meeting may be  determined  by
resolution of the board of directors  or  as  set  by the
president of the corporation.

     SECTION 2.  SPECIAL MEETINGS.  Special meetings of
stockholders may be called for any purpose (including, without
limitation, the filling of board vacancies and newly created
directorships), and may be held  at  such  time and place,
within or without the State of Delaware, as shall be stated in a
notice  of  meeting  or  in a duly executed waiver of notice
thereof.  Such meetings may be called at  any  time by two or more
members of the board of directors, the president or the holders of
shares entitled to cast not less than a majority of the votes at
the meeting or the holders of fifty percent (50%)of the outstanding
shares of any series or class of the corporation's capital stock.

<PAGE>

     SECTION 3.  PLACE OF MEETINGS.   The  board of directors may
designate any place, either within or without the State  of Delaware,
as the place of meeting for any annual meeting or for any special
meeting  called  by  the board  of directors.  If no designation
is made, or if a special meeting is otherwise called, the place
of meeting shall be the principal executive office of the
corporation.

     SECTION 4.  NOTICE.  Whenever  stockholders  are required
or permitted to take action at a meeting, written or printed notice
stating  the place, date, time, and, in the case of special meetings,
the purpose(s), of  such meeting,  shall  be  given  to  each
stockholder  entitled to vote at such meeting  not  less than 10 nor
more than 60 days before  the  date  of  the meeting.  All such
notices  shall  be  delivered,  either personally or by mail, by or
at the direction of the board of directors,  the  president  or
the  secretary,  and if mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid,
addressed to the stockholder at his,  her  or its address as the same
appears on the records of the corporation.  Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting,
except  when  the person attends 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.

     SECTION 5.  STOCKHOLDERS LIST.  The officer having charge of
the stock ledger of the corporation shall make, at least 10 days before
every meeting of the stockholders, a complete list of the stockholders
entitled  to vote at such meeting arranged in alphabetical order,
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 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.

     SECTION 6.  QUORUM.  Except as otherwise provided by applicable
law or by  the  corporation's  certificate  of  incorporation, a
majority  of  the outstanding  shares of the corporation entitled
to  vote,  represented  in person or by proxy, shall constitute a
quorum at a meeting of stockholders. If less than a  majority of
the  outstanding  shares are represented at a meeting, a majority
of the shares so represented  may  adjourn  the meeting from time
to  time in accordance with Section 7 of this Article, until  a
quorum shall be present or represented.

     SECTION 7.   ADJOURNED  MEETINGS.   When  a  meeting  is
adjourned to another  time and 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.  At the adjourned
meeting  the  corporation  may transact any business  which  might
have  been  transacted at the original meeting.  If the adjournment
is for more than thirty  days, or if after the adjournment

<PAGE>

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 8.  VOTE REQUIRED.   When a quorum is present, the
affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on  the
subject matter shall be the act of the stockholders, unless the
question  is  one  upon  which  by  express provisions of an
applicable law  or  of  the  corporation's  certificate of
incorporation  a  different  vote  is required, in which case such
express provision shall govern and control the  decision of such
question.  Where a separate vote by class is required, the
affirmative vote of the majority of shares of such class present
in person or  represented  by  proxy  at  the meeting shall be the
act of such class, unless the question is one upon which by
express provisions of  an  applicable  law or of the corporation's
certificate of incorporation a different vote is  required, in which
case such  express  provision  shall  govern  and  control  the
decision of such question..

     SECTION  9.   VOTING  RIGHTS.   Except  as otherwise provided
by  the General Corporation Law of the State of Delaware  or  by the
certificate of incorporation of the corporation or any amendments
thereto, every stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of common
stock held by such stockholder.

     SECTION 10.  PROXIES.  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(s) to act for him, her or it by proxy.  Every
proxy must be signed by the stockholder granting the proxy or by
his, her or its attorney-in-fact.   No proxy shall be voted or acted
upon after three years from its date, unless  the  proxy  provides
for  a  longer  period.   A duly executed proxy shall be irrevocable
if  it states that it is irrevocable  and  if,  and only as long as,
it is coupled with  an interest sufficient in law to support  an
irrevocable  power.   A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the
stock itself or an interest in the corporation generally.

     SECTION 11.  ACTION BY WRITTEN CONSENT.   Unless otherwise
provided in the corporation's certificate of incorporation,  any
action 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 a consent(s) in writing,  setting  forth  the  action so taken
and bearing the dates of signature of the stockholders who signed the
consent(s),  shall be signed by the holders of outstanding shares of
stock having not less  than  a  majority  of  the shares entitled to
vote, or, if greater, not less than the minimum number  of votes that
would be necessary to authorize or take such action at a meeting at
which all shares entitled to  vote  thereon  were present and voted
and shall  be  delivered  to  the corporation by delivery to its
registered office in the state of Delaware, or the corporation's
principal place of business, or an officer or agent of the corporation
having custody  of  the  book(s)  in  which  proceedings of meetings
of the stockholders are recorded.  Delivery  made

<PAGE>

to the corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested, provided,
however, that no consent(s) delivered by certified or registered mail
shall  be  deemed delivered until such consent(s) are actually
received  at  the  registered office.  All consents properly
delivered in accordance with this section shall be deemed to be
recorded when so delivered.  No written consent shall be effective
to take the corporate  action  referred  to  therein  unless, within
sixty  days  of  the  earliest  dated  consent  delivered  to  the
corporation  as  required  by  this section, written consents signed
by the holders of a sufficient number of  shares to take such corporate
action are so recorded.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written  consent  shall
be  given  to those stockholders  who have not consented in writing.
Any action taken pursuant to such written  consent(s) of the
stockholders shall have the same force and effect as if taken by the
stockholders at a meeting thereof.

                                ARTICLE III

                                 DIRECTORS

     SECTION  1.   GENERAL  POWERS.    The  business  and  affairs
of  the corporation shall be managed by or under  the  direction of
the  board of directors.


     SECTION  2.   NUMBER,  ELECTION  AND  TERM  OF  OFFICE.
The number of directors  which  shall constitute the first board
shall be two (2),  which number may be increase  or decreased from
time to time by resolution of the board.  The directors shall be
elected by a plurality of the votes of the shares present in person
or represented  by  proxy  at  the  meeting  and entitled to vote
in  the  election  of  directors.   The directors shall be elected
in this manner at the annual meeting of the stockholders, except as
provided in Section 4 of this Article III. Each director elected
shall hold office until a successor is duly elected and qualified
or until his or her earlier death, resignation or removal as
hereinafter provided.

     SECTION  3.   REMOVAL AND RESIGNATION.   Any director or the
entire board of directors may  be  removed  at any time, with or
without cause, by the  holders  of a majority of the shares  then
entitled  to  vote  at  an election of directors.   Whenever  the
holders  of any class or series are entitled  to elect one or
more  directors  by  the  provisions  of  the corporation's
certificate of incorporation, the provisions  of this section shall
apply,  in  respect  to  the removal without cause or a director or
directors so elected, to the vote  of the holders of the outstanding
shares of that class or series and not to the  vote of the outstanding
shares as a whole.  Any director may resign at any time  upon  written
notice  to  the corporation.

     SECTION   4.    VACANCIES.    Except  as  otherwise  provided
by  the certificate of incorporation of the  corporation or any
amendments thereto, vacancies and newly created directorships
resulting  from  any increase in the authorized number of directors
may be filled by a majority  vote of the holders of the
corporation's outstanding stock entitled to vote thereon. Each
director so chosen shall hold office until a successor is duly
elected and qualified or until  his or her earlier death, resignation
or removal as herein provided.

<PAGE>

     SECTION 5.  ANNUAL MEETINGS.  The annual meeting of each newly
elected board of directors shall  be  held  without  other  notice
than this by-law immediately  after, and at the same place as,
the annual  meeting  of stockholders.

     SECTION 6.  OTHER MEETINGS AND NOTICE.  Regular  meetings,
other than the annual meeting, of the board of directors may be held
without notice at such  time  and  at such place as shall from time
to time be determined  by resolution of the board.  Special meetings
of the board of directors may be called by or at the  request of the
president or vice president on at least 24 hours notice to each
director, either personally, by telephone, by mail, or by telegraph;
in like  manner and on like notice the president must call a special
meeting on the written  request  of  at  least  a majority of the
directors.

     SECTION 7.  QUORUM, REQUIRED VOTE AND ADJOURNMENT.  A majority
of the total number of directors shall constitute a quorum for the
transaction of business.   The  vote  of  a majority of directors
present at a meeting  at which a quorum is present shall be the act
of the board of directors.  If a quorum shall not be present at
any meeting of the board of directors, the directors present
thereat may adjourn  the  meeting  from  time  to  time, without
notice other than announcement at the meeting, until a quorum shall
be present.

     SECTION  8.   COMMITTEES.   The  board of directors may, by
resolution passed by a majority of the whole board,  designate one
or more committees, each  committee to consist of one or more of
the  directors  of  the corporation,  which  to the extent
provided in  such  resolution  or  these by-laws shall have and
may exercise the powers of the board of directors in the management
and affairs  of  the corporation except as otherwise limited by
law.  The board of directors 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.  Such committee(s) shall  have  such  name(s)
as may be  determined  from  time  to  time  by resolution
adopted by the board  of  directors.   Each committee shall keep
regular  minutes  of  its  meetings and report the same  to  the
board  of directors when required.

     SECTION 9.  COMMITTEE RULES.  Each committee of the board of
directors may fix its own rules of procedure  and shall hold its
meetings as provided by such rules, except as may otherwise  be
provided by a resolution of the board of directors designating
such committee.   Unless  otherwise provided in such a
resolution, the presence of at least a majority of the members of
the committee shall be necessary to constitute a quorum.  In the
event that a member and that member's alternate, if alternates are
designated  by  the board  of  directors  as provided in Section
8 of this Article III, of such committee is or are absent or
disqualified, the member(s) thereof present at  any meeting and
not disqualified  from  voting,  whether or not such member(s)
constitute  a  quorum, may unanimously appoint another member of
the board of directors to act at the meeting in place of any such
absent or disqualified member.

     SECTION  10.  COMMUNICATIONS  EQUIPMENT.   Members  of  the
board  of directors or any  committee  thereof  may  participate
in  and  act at any meeting  of  such  board or committee

<PAGE>

through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting
can hear each other, and participation in the meeting pursuant to
this section shall constitute presence in person at the meeting.

     SECTION  11.   WAIVER OF NOTICE AND PRESUMPTION OF ASSENT.
Any member of the board of directors  or  any  committee  thereof
who is present at a meeting  shall  be  conclusively  presumed to
have waived notice  of  such meeting  except  when  such  member
attends  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.   Such member
shall be conclusively presumed to have assented to any action taken
unless his or her dissent shall be entered in the minutes of the
meeting or unless his  or  her  written dissent to such action
shall be filed with the person  acting as the secretary  of  the
meeting  before  the  adjournment thereof or  shall be forwarded
by registered mail to the secretary of the corporation immediately
after  the adjournment of the meeting.  Such right to dissent
shall not apply to any member who voted in favor of such action.

     SECTION 12.  ACTION BY WRITTEN  CONSENT.   Unless otherwise
restricted by the corporation's certificate of incorporation, 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(s) are filed with
the minutes  of  proceedings  of  the  board  or committee.

                                ARTICLE IV

                                 OFFICERS

     SECTION  1.  NUMBER.  The officers of the corporation shall be
elected by the board of  directors  and  shall  consist  of  a
chairman, if any is elected,  a  president,  one  or  more  vice
presidents,  a  secretary,  a treasurer, and such other officers
and assistant officers as may  be deemed necessary  or desirable
by the board of directors.  Any number of offices may be held by
the same person,  except  that  no person may simultaneously hold
the office of president and secretary.  In  its  discretion, the
board of directors may choose not to fill any office for any
period  as  it  may deem advisable.

     SECTION  2.   ELECTION  AND  TERM  OF  OFFICE.   The officers
of the corporation  shall  be  elected  annually  by the board
of directors at its first meeting held after each annual meeting
of  stockholders  or  as soon thereafter  as  conveniently  may
be.   The  president shall appoint other officers to serve for such
terms as he or she deems  desirable.   Vacancies may be filled or
new offices created and filled at any meeting of the board of
directors.   Each  officer shall hold office until a successor is
duly elected and qualified or  until  his  or  her earlier death,
resignation or removal as hereinafter provided.

<PAGE>

     SECTION 3.  REMOVAL.  Any officer or agent  elected  by  the
board of directors may be removed by the board of directors whenever
in its judgment the  best  interests  of  the corporation would be
served thereby, but such removal shall be without prejudice  to
the contract rights, if any, of the person so removed.

     SECTION 4.  VACANCIES.  Any vacancy occurring in any
office because of death, resignation, removal, disqualification
or  otherwise, may be filled by the board of directors for the
unexpired portion  of  the  term  by  the board of directors
then in office.

     SECTION 5.  COMPENSATION.  Compensation of all officers shall
be fixed by the board of directors, and no officer shall be
prevented from receiving such  compensation  by  virtue  of  his
or her also being a director of the corporation.

     SECTION 6.  THE CHAIRMAN OF THE  BOARD.  The Chairman of the
Board, if one shall have been elected, shall be a member  of the
board, an officer of the  corporation, and, if present, shall
preside at  each  meeting  of  the board  of directors or shareholders.
He shall advise the president, and in the president's absence, other
officers  of  the  corporation, and shall perform such other duties
as may from time to time be  assigned  to  him by the board of directors.

     SECTION 7.  THE PRESIDENT.  The president shall be the chief
executive officer  of  the  corporation.  In the absence of the
Chairman of the Board or if a Chairman of  the  Board  shall have not
been elected, the president (i)shall preside at all meetings of the
stockholders  and  board  of directors at which he or she is
present; (ii) subject to the powers of the board of directors, shall
have general charge of the business, affairs and property of the
corporation, and control over its officers, agents and employees; and
(iii) shall see that all orders and resolutions of the board of
directors are carried into effect.  The president shall  have such other
powers and perform such other duties as may be prescribed by  the  board
of directors or as may be provided in these by-laws.

     SECTION 8.  VICE-PRESIDENTS.  The vice-president, if any, or if
there shall be more than one, the vice-presidents in the order
determined by  the board  of  directors  shall, in the absence or
disability of the president, act with all of the powers  and  be
subject to all the restrictions of the president. The vice-presidents
shall  also  perform  such other duties and have such other powers
as the board of directors, the president or these by-laws may, from
time to time, prescribe.

     SECTION  9.   THE  SECRETARY AND ASSISTANT SECRETARIES.  The
secretary shall attend all meetings  of  the  board of directors, all
meetings of the committees thereof and all meetings of  the stockholders
and record all the proceedings of the meetings in a book(s) to be kept
for that  purpose. Under  the president's supervision, the secretary
(i) shall give, or  cause to be given,  all  notices required to be
given by these by-laws or by law; (ii) shall have such  powers
and  perform  such  duties  as  the  board of directors,  the
president  or  these  by-laws  may,  from  time  to  time,
prescribe;  and  (iii)  shall  have  custody  of  the corporate
seal of the corporation.   The  secretary,  or  an  assistant
secretary,   shall  have authority  to affix

<PAGE>

the corporate seal to any instrument requiring it and when so
affixed, it may be attested by his or her signature or by the
signature of such assistant secretary. The board of directors
may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his or her signature.
The assistant secretary, or if there be more than one, the assistant
secretaries  in the order  determined by the board of directors,
shall, in the absence or disability of the secretary, perform the
duties and  exercise the powers of the  secretary  and  shall
perform such other duties and  have  such  other powers as the
board of  directors,  the  president,  or secretary may, from
time to time, prescribe.

     SECTION  10.  THE TREASURER AND ASSISTANT TREASURERS.  The
treasurer (i) shall have  the  custody  of  the  corporate funds
and securities; (ii) shall  keep full and accurate accounts of
receipts  and  disbursements  in books belonging  to  the
corporation;  (iii)  shall deposit all monies and other valuable
effects in the name and to the credit  of the corporation as may
be ordered by the board of directors; (iv) shall cause the funds
of the corporation  to  be  disbursed  when  such  disbursements
have  been  duly authorized, taking proper vouchers for such
disbursements; (v) shall render to the president and the board of
directors, at its regular meeting or when the board of directors
so requires, an account of the corporation; and (vi)shall have such
powers and perform such duties as the board  of  directors, the
president  or  these  by-laws  may, from time to time, prescribe.
If required  by  the  board  of  directors, the treasurer shall
give  the corporation a bond (which shall be rendered every  six
years) in such sums and with such surety or sureties as shall be
satisfactory  to  the board of directors  for  the  faithful
performance  of the duties of the office  of treasurer and for
the restoration to the corporation,  in  case  of  death,
resignation,  retirement,  or  removal  from  office, of all
books, papers,  vouchers, money, and other property of whatever
kind  in the possession or under the control of the treasurer
belonging to the corporation.   The assistant treasurer, or if
there  shall  be  more  than  one, the assistant treasurers in
the order determined by the board of directors,  shall in the
absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer.  The assistant treasurers
shall perform such other duties and have such other powers as the
board of directors, the  president or treasurer may, from time to
time, prescribe.

     SECTION 11.  OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS.
Officers, assistant  officers  and agents, if any, other than those
whose duties  are provided for in these  by-laws,  shall have such
authority and perform such duties as may from time to time be
prescribed by resolution of the board of directors.

     SECTION 12.  ABSENCE OR DISABILITY  OF  OFFICERS.
In the case of the absence or disability of any officer of
the corporation and  of  any person hereby  authorized to act in
such officer's place during such officer's absence or disability,
the board of  directors  may  by resolution delegate the  powers
and  duties  of such officer to any other officer  or  to  any
director, or to any other person whom it may select.


<PAGE>
                                 ARTICLE V

                           CERTIFICATES OF STOCK

     SECTION 1.  FORM.  Every  holder  of stock in the corporation
shall be entitled  to  have  a  certificate,  signed by,  or  in
the  name  of  the corporation  by  (i)  the  chairman  of  the
board,  the  president  or  a vice-president and (ii) the secretary
or an  assistant  secretary  of  the corporation, certifying the
number  of shares owned by such holder in the corporation.  If
such a certificate is  countersigned  (1)  by  a  transfer agent
or  an  assistant  transfer  agent other than the corporation or its
employee or (2) by a registrar, other than the corporation or its
employee, the signature of any such chairman of the board, president,
vice-president, secretary,  or  assistant  secretary may be facsimiles.
In  case  any officer(s) who have signed, or whose facsimile signature(s)
have been used on,  any  such  certificate(s)  shall cease to be such
officer(s)  of  the corporation whether because of death,  resignation or
otherwise before such certificate(s) have been delivered by the
corporation, such certificate(s) may nevertheless be issued and delivered
as  though  the  person or persons who signed such certificate(s) or
whose facsimile signature(s)  have  been used thereon  had not ceased
to be such officer(s) of the corporation.  All certificates for
shares  shall  be  consecutively  numbered  or  otherwise identified.
The name of the person to whom the shares represented  thereby are
issued,  with the number of shares and date of issue, shall be entered
on the books of  the corporation.  Shares of stock of the corporation
shall only be transferred on the books of the corporation by the holder
of record thereof or by such  holder's  attorney  duly  authorized  in
writing, upon surrender to the corporation of the certificate(s) for such
shares endorsed by  the  appropriate  person(s), with such evidence of
the authenticity  of such  endorsement,  transfer, authorization, and
other  matters  as  the corporation may reasonably  require, and
accompanied by all necessary stock transfer stamps.  In that event,
it shall be the duty of the corporation to issue a new certificate
to the  person  entitled  thereto,  cancel  the old certificate(s),
and  record  the  transaction  on its books.  The board of directors
may appoint a bank or trust company organized  under  the laws of
the  United  States  or  any state thereof to act as its transfer
agent  or registrar, or both in connection  with  the transfer of
any class or series of securities of the corporation.

     SECTION 2.  LOST CERTIFICATES.  The  board  of  directors may
direct a new  certificate(s) to be issued in place of any
certificate(s)  previously issued  by the corporation alleged to
have been lost, stolen, or destroyed, upon the  making  of  an
affidavit of that fact by the person claiming the certificate of
stock to be  lost,  stolen,  or destroyed.  When authorizing such
issue of a new certificate(s), the board  of  directors  may, in
its discretion  and  as  a condition precedent to the issuance
thereof, require the owner of such lost,  stolen, or destroyed
certificate(s), or his or her legal  representative,  to  give
the  corporation  a  bond  sufficient  to indemnify the
corporation against  any  claim  that may be made against the
corporation  on  account  of  the loss, theft or destruction
0f  any  such certificate or the issuance of such new certificate.

     SECTION 3.  FIXING A RECORD  DATE  FOR STOCKHOLDER MEETINGS.  In order
that the corporation may determine the stockholders  entitled  to notice of
or  to vote at any meeting

<PAGE>

of stockholders or any adjournment thereof, the board of directors may fix
a record date, which record date shall not precede the date upon which the
resolution  fixing  the  record  date is adopted by the  board of directors,
and which record date shall not be more than sixty nor less than ten days
before the date of such meeting.  If no record  date is fixed by the  board
of  directors,  the  record  date  for determining  stockholders  entitled
to notice of or to vote at a meeting of stockholders shall be the close of
business  on  the  day  immediately preceding the day on which  notice is
given, or if notice is waived, at the close of business on the day
immediately  preceding  the  day on which the meeting is held.  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  4.   FIXING A RECORD DATE FOR ACTION BY WRITTEN CONSENT.   In
order that the corporation  may  determine  the  stockholders  entitled  to
consent  to  corporate  action  in  writing without a meeting, the board of
directors may fix a record date, which  record  date  shall not precede the
date  upon which the resolution fixing the record date is  adopted  by  the
board of  directors,  and  which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
board of directors.  If no record  date  has  been  fixed  by  the board of
directors, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior  action  by
the  board  of directors is required by statute, shall be the first date on
which a signed  written  consent setting forth the action taken or proposed
to be taken is delivered to  the  corporation by delivery to its registered
office in the State of Delaware, its  principal  place  of  business, or an
officer  or  agent of the corporation having custody of the book  in  which
proceedings of meetings of stockholders are recorded.  Delivery made to the
corporation's  registered  office  shall  be  by  hand  or  by certified or
registered  mail,  return  receipt requested.  If no record date  has  been
fixed by the board of directors  and prior action by the board of directors
is  required  by  statute, the record  date  for  determining  stockholders
entitled to consent  to corporate action in writing without a meeting shall
be at the close of business  on  the  day  on  which the board of directors
adopts the resolution taking such prior action.

     SECTION 5.  FIXING A RECORD DATE FOR OTHER  PURPOSES.   In  order that
the corporation may determine the stockholders entitled to receive  payment
of  any  dividend  or  other distribution or allotment or any rights of the
stockholders entitled to  exercise  any  rights  in  respect of any change,
conversion or exchange of stock, or for the purposes of  any  other  lawful
action,  the  board  of  directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is adopted, and which record  date  shall be not more than sixty days prior
to  such  action.   If  no  record  date is  fixed,  the  record  date  for
determining stockholders for any such  purpose  shall  be  at  the close of
business  on  the day on which the board of directors adopts the resolution
relating thereto.

     SECTION 6.   REGISTERED  STOCKHOLDERS.   Prior to the surrender to the
corporation of the certificate(s) for a share(s) of stock with a request to
record  the  transfer  of  such  share(s),

<PAGE>

the corporation  may  treat the registered owner as the person entitled
to  receive dividends, to vote, to receive notifications, and otherwise to
exercise  all the rights and powers of an owner.  The corporation shall not
be bound to recognize any equitable or other claim to or interest in such
share(s) on the  part  of  any  other person, whether or not it shall have
express or other notice thereof.

     SECTION 7.  SUBSCRIPTIONS FOR STOCK.  Unless otherwise provided for in
the  subscription agreement, subscriptions for shares shall be paid in full
at such  time,  or  in  such  installments  and  at such times, as shall be
determined  by  the  board of directors.  Any call made  by  the  board  of
directors for payment on subscriptions shall be uniform as to all shares of
the same class or as to  all shares of the same series.  In case of default
in the payment of any installment  or  call  when  such payment is due, the
corporation may proceed to collect the amount due in the same manner as any
debt due the corporation.


                                ARTICLE VI

                            GENERAL PROVISIONS

     SECTION  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 of directors 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.  Before payment of any dividend, there may be
set aside out of any funds of the corporation available for  dividends such
sum(s)  as  the  directors from time to time, in their absolute discretion,
think proper as a  reserve(s)  to  meet  contingencies,  or  for equalizing
dividends, or for repairing or maintaining any property of the corporation,
or  any  other  purpose  and  the directors may modify or abolish any  such
reserve in the manner in which it was created.

     SECTION 2.  CHECKS, DRAFTS  OR  ORDERS.   All checks, drafts, or other
orders for the payment of money by or to the corporation  and all notes and
other evidences of indebtedness issued in the name of the corporation shall
be  signed  by such officer(s), agent(s) of the corporation,  and  in  such
manner, as shall be determined by resolution of the board of directors or a
duly authorized committee thereof.

     SECTION  3.   CONTRACTS.   The  board  of  directors may authorize any
officer(s), or any agent(s), of the corporation to  enter into any contract
or to execute and deliver any instrument in the name  of  and  on behalf of
the corporation, and such authority may be general or confined to  specific
instances.

     SECTION  4.   LOANS.   The corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary,  including any officer or employee who is
a director of the corporation or its  subsidiary, whenever, in the judgment
of  the  directors, such loan, guaranty or  assistance  may

<PAGE>

reasonably be expected to benefit the corporation.The loan, guaranty or other
assistance may be  with  or  without  interest,  and  may  be unsecured, or
secured in such manner as the board of directors shall approve,  including,
without  limitation,  a  pledge  of  shares  of  stock  of the corporation.
Nothing  in  this  section  contained  shall  be deemed to deny,  limit  or
restrict the powers of guaranty or warranty of  the  corporation  at common
law or under any statute.

     SECTION 5.  FISCAL YEAR.  The fiscal year of the corporation shall  be
fixed by resolution of the board of directors.

     SECTION  6.   CORPORATE  SEAL.  The board of directors shall provide a
corporate seal which shall be in  the  form  of  a  circle  and  shall have
inscribed  thereon  the  name  of  the corporation and the words "Corporate
Seal, Delaware."  The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

     SECTION 7.  VOTING SECURITIES OWNED BY CORPORATION.  Voting securities
in any other corporation held by the  corporation  shall  be  voted  by the
president, unless the board of directors specifically confers authority  to
vote  with  respect  thereto, which authority may be general or confined to
specific  instances,  upon  some  other  person  or  officer.   Any  person
authorized to vote securities shall have the power to appoint proxies, with
general power of substitution.

     SECTION 8.  INSPECTION  OF  BOOKS  AND  RECORDS.   Any  stockholder of
record, in person or by attorney or other agent, shall, upon written demand
under  oath  stating the purpose thereof, have the right during  the  usual
hours for business  to  inspect  for  any  proper purpose the corporation's
stock ledger, a list of its stockholders, and  its other books and records,
and to make copies or extracts therefrom.  A proper  purpose shall mean any
purpose reasonably related to such person's interest as  a stockholder.  In
every  instance  where an attorney or other agent shall be the  person  who
seeks the right to  inspection,  the demand under oath shall be accompanied
by a power of attorney or such other  writing which authorizes the attorney
or other agent to so act on behalf of the  stockholder.   The  demand under
oath shall be directed to the corporation at its registered office  in  the
State of Delaware or at its principal place of business.

     SECTION  9.   SECTION HEADINGS.  Section headings in these by-laws are
for convenience of reference  only  and  shall not be given any substantive
effect in limiting or otherwise construing any provision herein.

     SECTION 10.  INCONSISTENT PROVISIONS.  In the event that any provision
of  these by-laws is or becomes inconsistent  with  any  provision  of  the
corporation's  certificate of incorporation, the General Corporation Law of
the State of Delaware  or any other applicable law, such provision of these
by-laws shall not be given  any  effect to the extent of such inconsistency
but shall otherwise be given full force and effect.

<PAGE>

                                ARTICLE VII

                                AMENDMENTS

     These by-laws may be amended,  altered,  or  repealed  and new by-laws
adopted at any meeting of the board of directors by a majority  vote.   The
fact  that the power to adopt, amend, alter, or repeal the by-laws has been
conferred  upon the board of directors shall not divest the stockholders of
the same powers.