EXHIBIT 3.5

                              LORAL CYBERSTAR, INC.

                 (FORMERLY KNOWN AS LORAL ORION SERVICES, INC.)

                         Incorporated Under the Laws of
                              the State of Delaware

                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE I
                                     OFFICES

     The  registered  office of the  Corporation  in  Delaware  shall be at 1209
Orange Street in the City of Wilmington,  County of New Castle,  in the State of
Delaware,  and The Corporation Trust Company shall be the resident agent of this
Corporation in charge thereof.  The Corporation may also have such other offices
at such other places,  within or without the State of Delaware,  as the Board of
Directors may from time to time designate or the business of the Corporation may
require.

                                   ARTICLE II
                                  STOCKHOLDERS

     Section 1.  Annual  Meeting.  The annual  meeting of  stockholders  for the
election of directors and the transaction of any other business shall be held on
the day of each year, or as soon after such date as may be practicable,  in such
city and state and at such time and place as may be  designated  by the Board of
Directors,  and set forth in the notice of such meeting.  If said day be a legal
holiday,  said meeting shall be held on the next succeeding business day. At the
annual  meeting any business may be transacted  and any corporate  action may be
taken,  whether  stated in the  notice of meeting  or not,  except as  otherwise
expressly provided by statute or the Certificate of Incorporation.

     Section 2. Special  Meetings.  Special meetings of the stockholders for any
purpose  may be  called  at  any  time  by the  Board  of  Directors,  or by the
President, and shall be called by the President at the request of the holders of
a majority of the outstanding  shares of capital stock entitled to vote. Special
meetings  shall be held at such place or places  within or without  the State of
Delaware as shall from time to time be  designated by the Board of Directors and
stated in the notice of such meeting.  At a special meeting no business shall be
transacted and no corporate  action shall be taken other than that stated in the
notice of the meeting.

     Section 3. Notice of Meetings.  Written notice of the time and place of any
stockholder's  meeting,  whether  annual  or  special,  shall  be  given to each
stockholder  entitled to vote  thereat,  by personal  delivery or by mailing the
same  to him  at

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his address as the same appears upon the records of the Corporation at least ten
(10)  days but not more than  sixty  (60) days  before  the day of the  meeting.
Notice of any adjourned  meeting need not be given except by announcement at the
meeting  so  adjourned,   unless  otherwise  ordered  in  connection  with  such
adjournment.  Such further notice,  if any, shall be given as may be required by
law.

     Section 4. Quorum. Any number of stockholders,  together holding at least a
majority of the capital  stock of the  Corporation  issued and  outstanding  and
entitled to vote,  who shall be present in person or represented by proxy at any
meeting  duly  called,  shall  constitute  a quorum  for the  transaction  of al
business,   except  as  otherwise   provided  by  law,  by  the  Certificate  of
Incorporation or by these By-laws.

     Section 5.  Adjournment of Meetings.  If less than a quorum shall attend at
the time for which a meeting  shall have been  called,  the  meeting may adjourn
from time to time by a majority vote of the stockholders  present or represented
by proxy and entitled to vote without  notice other than by  announcement  a the
meeting  until a quorum shall  attend.  Any meeting at which a quorum is present
may also be  adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the  stockholders  present or represented by
proxy and entitled to vote. At any adjourned  meeting at which a quorum shall be
present,  any business may be transacted  and any corporate  action may be taken
which might have been transacted at the meeting as originally called.

     Section 6. Voting List. The Secretary  shall prepare and make, at least ten
days before every  election of directors,  a complete  list of the  stockholders
entitled to vote, arranged in alphabetical order and showing the address of each
stockholder  and the  number of shares of each  stockholder.  Such list shall be
open at the place  where the  election  is to be held for said ten days,  to the
examination of any  stockholder,  and shall be produced and kept at the time and
place of election  during the whole time thereof,  and subject to the inspection
of any stockholder who may be present.

     Section 7.  Voting.  Each  stockholder  entitled to vote at any meeting may
vote either in person or by proxy, but no proxy shall be voted on or after three
years  from its date,  unless  said proxy  provides  for a longer  period.  Each
stockholder  entitled  to vote  shall at every  meeting of the  stockholders  be
entitled  to one  vote for each  share  of stock  registered  in his name on the
record of stockholders.  At all meetings of stockholders all matters,  except as
otherwise  provided by statute,  shall be determined by the affirmative  vote of
the majority of shares present in person or by proxy and entitled to vote on the
subject  matter.  Voting at  meetings  of  stockholders  need not be by  written
ballot.


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     Section  8.  Record  Date  of  Stockholders.  The  Board  of  Directors  is
authorized to fix in advance a date not  exceeding  sixty days nor less than ten
days  preceding  the date of any  meeting of  stockholders,  or the date for the
payment of any dividend,  or the date for the  allotment of rights,  or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in  connection  with  obtaining  the consent of  stockholders  for any
purposes, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting,  and any  adjournment  thereof,  or
entitled to receive  payment of any such  dividend,  or to any such allotment of
rights,  or to exercise the rights in respect of any such change,  conversion or
exchange of capital  stock,  or to give such  consent,  and, in such case,  such
stockholders  and only such  stockholders  as shall be stockholders of record on
the date so fixed  shall be  entitled  to such  notice of, and to vote at,  such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent,  as the case may be,  notwithstanding  any transfer of any stock on the
books of the Corporation, after such record date fixed as aforesaid.

     Section 9. Action Without  Meeting.  Any action required or permitted to be
taken at any annual or special  meeting of  stockholders  may be taken without a
meeting,  without  prior notice and without a vote,  if a consent or consents in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take 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,  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.  Prompt notice of
the taking of the  corporate  action  without a meeting  by less than  unanimous
written consent shall be given to those stockholders.

     Section 10.  Conduct.  The  Chairman of the Board of  Directors  or, in his
absence the  President or any Vice  President  designated by the Chairman of the
Board, shall preside at all regular or special meetings of stockholders.  To the
maximum extent  permitted by law, such presiding  person shall have the power to
set  procedural  rules,  including but not limited to rules  respecting the time
allotted to stockholders to speak,  governing all aspects of the conduct of such
meetings.


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                                   ARTICLE III
                                    DIRECTORS

     Section 1. Number and Qualifications.  The Board of Directors shall consist
initially of six directors,  and thereafter  shall consist of such number as may
be fixed from time to time by resolution of the Board. The directors need not be
stockholders.

     Section 2.  Election of Directors.  The  directors  shall be elected by the
stockholders at the annual meeting of stockholders.

     Section 3. Duration of Office.  The directors  chosen at any annual meeting
shall,  except as  hereinafter  provided,  hold  office  until  the next  annual
election and until their successors are elected and qualify.

     Section 4.  Removal and  Resignation  of  Directors.  Any  director  may be
removed from the Board of Directors,  with or without cause, by the holders of a
majority  of the shares of capital  stock  entitled  to vote,  either by written
consent or  consents or at any special  meeting of the  stockholders  called for
that purpose, and the office of such director shall forthwith become vacant.

     Any director may resign at any time. Such resignation  shall take effect at
the time  specified  therein,  and if no time be  specified,  at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective, unless so specified therein.

     Section 5. Filling of Vacancies. Any vacancy among the directors, occurring
from  any  cause  whatsoever,  may be  filled  by a  majority  of the  remaining
directors,  though less than a quorum, provided,  however, that the stockholders
removing any  director  may at the same meeting fill the vacancy  caused by such
removal,  and provided,  further,  that if the  directors  fail to fill any such
vacancy,  the  stockholders  may at any special  meeting called for that purpose
fill such  vacancy.  In case of any  increase  in the number of  directors,  the
additional  directors  may be elected by the  directors  in office  before  such
increase.

     Any person  elected to fill a vacancy  shall  hold  office,  subject to the
right of removal as  hereinbefore  provided,  until the next annual election and
until his successor is elected and qualifies.

     Section 6. Regular  Meetings.  The Board of Directors  shall hold an annual
meeting for the purpose of  organization  and the  transaction  of any  business
immediately after the annual meeting of the  stockholders,  provided a quorum of
directors is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board of Directors.


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     Section 7. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors or by the President.

     Section 8. Notice and Place of Meetings. Meetings of the Board of Directors
may be held at the principal office of the  Corporation,  or at such other place
as shall be stated in the notice of such meeting. Notice of any special meeting,
and,  except as the Board of Directors  may otherwise  determine by  resolution,
notice of any regular meeting also,  shall be mailed to each director  addressed
to him at his  residence or usual place of business at least two days before the
day on  which  the  meeting  is to be held,  or if sent to him at such  place by
telegraph or cable, or delivered personally or by telephone,  not later than the
day before the day on which the  meeting is to be held.  No notice of the annual
meeting of the Board of  Directors  shall be required if it is held  immediately
after the annual meeting of the stockholders and if a quorum is present.

     Section 9.  Business  Transacted  at  Meetings,  etc.  Any  business may be
transacted  and any  corporate  action  may be taken at any  regular  or special
meeting of the Board of Directors  at which a quorum  shall be present,  whether
such business or proposed action be stated in the notice of such meeting or not,
unless special  notice of such business or proposed  action shall be required by
statute.

     Section 10.  Quorum.  A majority of the Board of  Directors  at any time in
office shall  constitute a quorum.  At any meeting at which a quorum is present,
the vote of a majority of the members  present  shall be the act of the Board of
Directors unless the act of a greater number is specifically  required by law or
by the Certificate of Incorporation  or these By-laws.  The members of the Board
shall act only as the Board and the  individual  members  thereof shall not have
any powers as such.

     Section 11. Compensation. The directors shall not receive any stated salary
for their  services as directors,  but by resolution of the Board of Directors a
fixed fee and  expenses  of  attendance  may be allowed for  attendance  at each
meeting.  Nothing herein  contained shall preclude any director from serving the
Corporation  in any other  capacity,  as an  officer,  agent or  otherwise,  and
receiving compensation therefor.

     Section 12. Action Without a Meeting.  Any action  required or permitted to
be taken at any meeting of the Board of Directors,  or of any committee thereof,
may be taken without a meeting if all members of the Board or committee,  as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the minutes of the proceedings of the Board or committee.


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     Section 13. Meetings Through Use of  Communications  Equipment.  Members of
the Board of Directors,  or any committee  designated by the Board of Directors,
shall,  except as otherwise provided by law, the Certificate of Incorporation or
these  By-laws,  have the  power to  participate  in a  meeting  of the Board of
Directors,  or any  committee,  by means of a  conference  telephone  or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other, and such participation shall constitute presence in
person at the meeting.

                                   ARTICLE IV
                                   COMMITTEES

     Section 1. Executive  Committee.  The Board of Directors may, by resolution
passed by a majority of the whole Board,  designate  two or more of their number
to  constitute  an  Executive  Committee  to hold office at the  pleasure of the
Board, which Committee shall, during the intervals between meetings of the Board
of  Directors,  have and exercise all of the powers of the Board of Directors in
the management of the business and affairs of the  Corporation,  subject only to
such restrictions or limitations as the Board of Directors may from time to time
specify,  or as limited by the Delaware General  Corporation Law, and shall have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it.

     Any member of the Executive  Committee may be removed at any time,  with or
without cause, by a resolution of a majority of the whole Board of Directors.

     Any person  ceasing to be a director  shall ipso facto cease to be a member
of the Executive Committee.

     Any vacancy in the Executive  Committee occurring from any cause whatsoever
may be filled  from among the  directors  by a  resolution  of a majority of the
whole Board of Directors.

     Section 2. Other Committees.  Other  committees,  whose members need not be
directors,  may be  appointed  by  the  Board  of  Directors  or  the  Executive
Committee, which committees shall hold office for such time and have such powers
and  perform  such  duties as may from time to time be  assigned  to them by the
Board of Directors or the Executive Committee.

     Any member of such a committee may be removed at any time,  with or without
cause,  by the Board of Directors or the Executive  Committee.  Any vacancy in a
committee  occurring  from any  cause  whatsoever  may be filled by the Board of
Directors or the Executive Committee.

     Section 3.  Resignation.  Any member of a committee may resign at any time.
Such  resignation  shall be made in writing  and shall  take  effect at the time
specified  therein,  or, if no


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time be specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation  shall not be necessary to make it effective  unless
so specified therein.

     Section  4.  Quorum.  A  majority  of  the  members  of a  committee  shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of such  committee.
The members of a committee  shall act only as a  committee,  and the  individual
members thereof shall not have any powers as such.

     Section 5. Record of  Proceedings,  etc. Each committee shall keep a record
of its acts and proceedings, and shall report the same to the Board of Directors
when and as required by the Board of Directors.

     Section 6. Organization,  Meetings,  Notices, etc. A committee may hold its
meetings at the principal office of the Corporation, or at any other place which
a majority of the committee may at any time agree upon.  Each committee may make
such rules as it may deem  expedient for the  regulation  and carrying on of its
meetings and proceedings.  Unless otherwise ordered by the Executive  Committee,
any notice of a meeting of such  committee  may be given by the Secretary of the
Corporation or by the chairman of the committee and shall be sufficiently  given
if mailed to each  member at his  residence  or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable,  or delivered  personally  or by telephone not
later than 24 hours before the time at which the meeting is to be held.

     Section 7. Compensation.  The members of any committee shall be entitled to
such  compensation  as may be  allowed  them  by  resolution  of  the  Board  of
Directors.

                                    ARTICLE V
                                    OFFICERS

     Section 1. Number.  The officers of the  Corporation  shall be a President,
one or more Vice Presidents, a Secretary,  one or more Assistant Secretaries,  a
Treasurer, and one or more Assistant Treasurers,  and such other officers as may
be appointed in accordance  with the  provisions of Section 3 of this Article V.
The Board of Directors in its  discretion may also elect a Chairman of the Board
of Directors.

     Section 2. Election Term of Office and Qualifications. The officers, except
as  provided  in Section 3 of this  Article V, shall be chosen  annually  by the
Board of  Directors.  Each  such  officer  shall,  except  as  herein  otherwise
provided,  hold  office  until his  successor  shall have been  chosen and shall
qualify. The Chairman of the Board of Directors, if any, and the President shall
be  directors  of the  Corporation,  and  should  any one of them


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cease to be a director, he shall ipso facto cease to be such officer.  Except as
otherwise provided by law, any number of offices may be held by the same person.

     Section 3. Other Officers. Other officers, including one or more additional
vice-presidents, assistant secretaries or assistant treasurers, may from time to
time be appointed by the Board of  Directors,  which other  officers  shall have
such powers and  perform  such duties as may be assigned to them by the Board of
Directors or the officer or committee appointing them.

     Section 4.  Removal of  Officers.  Any  officer of the  Corporation  may be
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.

     Section 5.  Resignation.  Any officer of the  Corporation may resign at any
time.  Such  resignation  shall be in writing  and shall take effect at the time
specified  therein,  and if no time be specified,  at the time of its receipt by
the  President  or  Secretary.  The  acceptance  of a  resignation  shall not be
necessary in order to make it effective, unless so specified therein.

     Section 6. Fillings of  Vacancies.  A vacancy in any office shall be filled
by the Board of Directors or by the authority appointing the predecessor in such
office.

     Section 7. Compensation. The compensation of the officers shall be fixed by
the Board of Directors,  or by any committee  upon whom power in that regard may
be conferred by the Board of Directors.

     Section 8. Chairman of the Board of Directors. The Chairman of the Board of
Directors  shall be a director and shall preside at all meetings of the Board of
Directors  at which he shall be  present,  and shall have such power and perform
such  duties  as may  from  time to  time be  assigned  to him by the  Board  of
Directors.

     Section 9. President.  The President  shall,  when present,  preside at all
meetings of the  stockholders,  and, in the absence of the Chairman of the Board
of Directors, at meetings of the Board of Directors. He shall have power to call
special  meetings of the  stockholders  or of the Board of  Directors  or of the
Executive  Committee at any time. He shall be the chief executive officer of the
Corporation,  and shall have the general direction of the business,  affairs and
property of the  Corporation,  and of its several  officers,  and shall have and
exercise  all such powers and  discharge  such duties as usually  pertain to the
office of President.

     Section 10. Vice Presidents.  The Vice Presidents,  or any of them,  shall,
subject  to the  direction  of the Board of


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Directors,  at the request of the President or in his absence, or in case of his
inability  to perform  his  duties  from any  cause,  perform  the duties of the
President,  and, when so acting, shall have all the powers of, and be subject to
all  restrictions  upon, the President.  The Vice Presidents  shall also perform
such other duties as may be assigned to them by the Board of Directors,  and the
Board of Directors may determine the order of priority among them.

     Section 11.  Secretary.  The  Secretary  shall  perform  such duties as are
incident to the office of Secretary,  or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these By-laws.

     Section 12.  Treasurer.  The  Treasurer  shall perform such duties and have
powers  as are  usually  incident  to the  office of  Treasurer  or which may be
assigned to him by the Board of Directors.

                                   ARTICLE VI
                                  CAPITAL STOCK

     Section 1. Issue of  Certificates  of Stock.  Certificates of capital stock
shall be in such form as shall be approved by the Board of Directors. They shall
be numbered  in the order of their issue and shall be signed by the  Chairman of
the Board of  Directors,  the President or one of the Vice  Presidents,  and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant  Treasurer,
and the seal of the  Corporation  or a facsimile  thereof  shall be impressed or
affixed or reproduced thereon,  provided,  however, that where such certificates
are signed by a transfer  agent or an assistant  transfer agent or by a transfer
clerk acting on behalf of the Corporation and a registrar,  the signature of any
such Chairman of the Board of Directors,  President, Vice President,  Secretary,
Assistant Secretary,  Treasurer or Assistant Treasurer may be facsimile. In case
any officer or officers who shall have signed,  or whose facsimile  signature or
signatures  shall have been used on any such  certificate or certificates  shall
cease to be such  officer or officers  of the  Corporation,  whether  because of
death,  resignation or otherwise,  before such certificate or certificates shall
have been delivered by the  Corporation,  such  certificate or certificates  may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons  who signed such  certificate  or  certificates,  or whose
facsimile  signature or signatures  shall have been used thereon have not ceased
to be such officer or officers of the Corporation.

     Section 2.  Registration  and  Transfer of Shares.  The name of each person
owning a share of the capital stock of the  Corporation  shall be entered on the
books of the  Corporation  together  with the number of shares held by him,  the
numbers of


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the  certificates   covering  such  shares  and  the  dates  of  issue  of  such
certificates.  The shares of stock of the  Corporation  shall be transferable on
the books of the Corporation by the holders thereof in person,  or by their duly
authorized attorneys or legal representatives,  on surrender and cancellation of
certificates for a like number of shares,  accompanied by an assignment or power
of transfer endorsed thereon or attached thereto,  duly executed,  and with such
proof of the  authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer.

     The Board of  Directors  may make other and further  rules and  regulations
concerning  the  transfer and  registration  of  certificates  for stock and may
appoint a transfer  agent or registrar or both and may require all  certificates
of stock to bear the signature of either or both.

     Section 3. Lost, Moved, Mutilated Certificates.  The holder of any stock of
the Corporation  shall  immediately  notify the Corporation of any loss,  theft,
destruction or mutilation of the  certificates  therefor.  The  Corporation  may
issue a new  certificate  of stock in the place of any  certificate  theretofore
issued by it alleged to have been lost,  stolen or  destroyed,  and the Board of
Directors  may,  in its  discretion,  require  the owner of the lost,  stolen or
destroyed certificate,  or his legal representatives,  to give the Corporation a
bond,  in such sum not  exceeding  double  the  value of the stock and with such
surety or sureties as they may  require,  to indemnify it against any claim that
may be made  against  it by  reason  of the  issue of such new  certificate  and
against all other  liability  in the  premises,  or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.

                                   ARTICLE VII
                            DIVIDENDS, SURPLUS, ETC.

     Section 1. General  Discretion of Directors.  The Board of Directors  shall
have  power to fix and vary the  amount to be set aside or  reserved  as working
capital of the Corporation,  or as reserves, or for other proper purposes of the
Corporation,   and,   subject  to  the   requirements   of  the  Certificate  of
Incorporation,  to  determine  whether  any, if any,  part of the surplus or net
profits  of the  Corporation  shall be  declared  as  dividends  and paid to the
stockholders, and to fix the date or dates for the payment of dividends.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

     Section 1. Fiscal Year. The fiscal year of the  Corporation  shall commence
on the first day of January and end on the last day of December.


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     Section 2.  Corporate  Seal.  The  corporate  seal shall be in such form as
approved by the Board of  Directors  and may be altered at their  pleasure.  The
corporate seal may be used by causing it or a facsimile  thereof to be impressed
or affixed or reproduced or otherwise.

     Section 3.  Notices.  Except as  otherwise-expressly  provided,  any notice
required by these By-laws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid  wrapper  addressed
to the person  entitled  thereto at his  address,  as the same  appears upon the
books of the Corporation,  or by telegraphing or cabling the same to such person
at such addresses; and such notice shall be deemed to be given at the time it is
mailed, telegraphed or cabled.

     Section 4. Waiver of Notice.  Any  stockholder or director may at any time,
by writing or by  telegraph or by cable,  waive any notice  required to be given
under these By-laws,  and if any stockholder or director shall be present at any
meeting his presence shall constitute a waiver of such notice.

     Section 5. Checks,  Drafts. etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation, and in such manner, as shall from time to time be designated by
resolution of the Board of Directors.

     Section 6. Deposits.  All funds of the Corporation  shall be deposited from
time to time to the  credit of the  Corporation  in such  bank or  banks,  trust
companies or other  depositories as the Board of Directors may select,  and, for
the purpose of such deposit,  checks, drafts,  warrants and other orders for the
payment  of money  which are  payable  to the order of the  Corporation,  may be
endorsed for deposit,  assigned and delivered by any officer of the Corporation,
or by such agents of the  Corporation as the Board of Directors or the President
may authorize for that purpose.

     Section 7. Voting Stock of Other Corporations.  Except as otherwise ordered
by the Board of  Directors  or the  Executive  Committee,  the  President or the
Treasurer  shall have full power and authority on behalf of the  Corporation  to
attend  and to act  and  to  vote  at any  meeting  of the  stockholders  of any
corporation of which the  Corporation is a stockholder and to execute a proxy to
any other person to represent the  Corporation  at any such meeting,  and at any
such meeting the President or the Treasurer or the holder of any such proxy,  as
the case may be,  shall  possess and may  exercise any and all rights and powers
incident to ownership of such stock and which, as owner thereof, the Corporation
might have  possessed  and  exercised if present.  The Board of Directors or the
Executive  Committee  may from time to time  confer  like  powers upon any other
person or persons.


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<PAGE>

     Section 8. Indemnification of Officers and Directors. The Corporation shall
indemnify any and all of its directors or officers,  including  former directors
or officers,  and any employee, who shall serve as an officer or director of any
corporation at the request of this Corporation,  to the fullest extent permitted
under and in accordance with the laws of the State of Delaware.

                                   ARTICLE IX
                                   AMENDMENTS

     The Board of Directors shall have the power to make, rescind,  alter, amend
and repeal these By-laws,  provided,  however,  that the stockholders shall have
power to  rescind,  alter,  amend or  repeal  any  by-laws  made by the Board of
Directors,  and to enact by-laws  which if so expressed  shall not be rescinded,
altered, amended or repealed by the Board of Directors. No change of the time or
place for the annual meeting of the  stockholders  for the election of directors
shall be made except in accordance with the laws of the State of Delaware.

Effective Date:  December 31, 1999







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