Bylaws for Salient 3 Communications, Inc.

INDEX
 
Offices 
Seal 
Stockholders' Meeting 
Committees of the Board 
Compensation of Directors 
Meetings of the Board 
Quorum 
Officers 
Chairman of the Board 
President 
Executive Vice President - Vice Presidents 
General Counsel 
Secretary and Assistant Secretaries 
Treasurer and Assistant Treasurers 
Controller 
Duties of Officers May Be Delegated  
Right of Indemnification of Directors and Officers 
Stocks of Other Corporations 
Certificates of Stock 
Transfers of Stock 
Registered Stockholders 
Lost Certificates 
Books, Accounts and Records 
Checks, Drafts and Notes 
Fiscal Year 
Dividends 
Notices 
Waiver of Notice 
Amendments 
<PAGE>

BYLAWS
OF
SALIENT 3 COMMUNICATIONS, INC.

OFFICES
 1. The registered office of the corporation in the State of Delaware 
shall be established and maintained at the principal business office of the 
individual or corporation acting as the corporation's registered agent in said 
State.
 2. The corporation may have offices at such other place or places 
as the Board of Directors may from time to time determine or the business of 
the corporation may require.

SEAL
 3. The corporate seal shall have the name of the corporation, the 
year of its organization and the words "CORPORATE SEAL, DELAWARE" 
inscribed thereon.  If authorized by the Board of Directors, the corporate seal 
may be affixed to any certificates of stock, bonds, debentures, notes or other 
engraved, lithographed or printed instruments, by engraving, lithographing 
or printing thereon such seal or a facsimile thereof, and such seal or 
facsimile thereof so engraved, lithographed or printed thereon shall have the 
same force and effect, for all purposes, as if such corporate seal had been 
affixed thereto by indentation.

STOCKHOLDERS' MEETINGS
 4. All meetings of the stockholders shall be held at such time and 
place as may be fixed by the Board of Directors.
 5. The annual meeting of stockholders shall be held any date 
selected by the Directors during each year, when the stockholders shall elect 
a Board of Directors of the corporation and transact such other business as 
may properly be brought before the meeting; provided that, if the Board of 
Directors shall determine that in any year it is not convenient or advisable to 
hold the meeting on such day, then in such year the annual meeting shall 
instead be held on such other day, not more than thirty days after the end of 
the calendar year and not a legal holiday, as the Board of Directors shall 
prescribe.  All meetings of stockholders shall be presided over by the 
Chairman of the Board, if present, and otherwise by the President or the 
Executive Vice President, except when by statute the election of a presiding 
officer shall be required.
 6. The holders of a majority of the stock issued and outstanding 
and entitled to vote thereat, present in person or represented by proxy, shall 
be requisite for and shall constitute a quorum at all meetings of the 
stockholders for the transaction of business, except as otherwise provided by 
law, by the Certificate of Incorporation, or by these Bylaws.  If, however, a 
quorum shall not be present or represented at any meeting of the 
stockholders, the stockholders entitled to vote thereat, present in person or 
by proxy, shall have power to adjourn the meeting, until a quorum shall be 
present; provided that, if the adjournment is for more than thirty days, or if 
after adjournment a new record date is fixed for the adjourned meeting, a 
notice of the adjourned meeting shall be given to each stockholder of record 
entitled to vote at the meeting.  At such adjourned meeting at which a 
quorum shall be present, in person or by proxy, any business may be 
transacted which might have been transacted at the meeting as originally 
noticed.
 7. RESERVED
 8. A complete list of the stockholders entitled to vote at the 
ensuing election of directors, arranged in alphabetical order, with the 
residence of each and the number of voting shares held by each, shall be 
prepared by the Secretary and filed in the office where the election is to be 
held at least ten days before every election and shall at all times during the 
usual hours for business and during the whole time of said election, be open 
to the examination of any stockholder.
 9. Special meetings of the stockholders for any purpose or 
purposes shall be called only by the Board of Directors pursuant to a 
resolution adopted by a majority of the whole Board.
 10. Business transacted at all special meetings shall be confined to 
the objects stated in the call.
 11. Notice of meetings of stockholders shall be delivered personally 
or mailed, not less than ten nor more than sixty days before the meeting, to 
each person who appears on the books of the corporation as a stockholder 
entitled to vote at said meeting, except that where the matter to be acted on
is a merger or consolidation or sale, lease or exchange of all or 
substantially all of the corporation's assets, such notice 
shall be given not less than twenty nor more than sixty days 
prior to the meeting.  Each such notice shall briefly 
state the place, date and hour of the meeting and, in the case of a special 
meeting of stockholders, the purpose or purposes of the meeting.

DIRECTORS
 12. The number of directors which shall constitute the whole Board 
for its first meeting shall be three (3).  Thereafter the number of directors 
may be changed to not less than three (3) nor more than eleven (11) as fixed 
from time to time by a resolution adopted by a majority of the entire Board 
of Directors.  The Board of Directors shall be divided into three classes, as 
nearly equal in numbers as the then total number of directors constituting the 
entire Board of Directors permits.  At the 1997 annual meeting of the 
stockholders of the corporation (the "First Meeting"), directors of the first 
class shall be elected to hold office for a term expiring at the 
next succeeding annual meeting, directors of the second class 
shall be elected to hold office for a term expiring at the second 
succeeding annual meeting and directors of the third class 
shall be elected to hold office for a term expiring at the third 
succeeding annual meeting.  At each annual meeting of the stockholders of 
the corporation following the First Meeting, the successors to the class of 
directors whose term shall then expire shall be elected to hold office for a 
term expiring at the third succeeding meeting.  Each employee director of 
this corporation shall be a holder of Class B Common Stock of the 
corporation, if any such shares are outstanding.
 13. The property and business of the corporation shall be managed 
by its Board of Directors which, in addition to the powers and authorities by 
the Certificate of Incorporation and by these Bylaws expressly conferred 
upon them, may exercise all such powers of the corporation and do all such 
lawful acts and things as are not by statute, or by the Certificate of 
Incorporation, or by these Bylaws directed or required to be exercised or 
done by the stockholders.
 14. RESERVED

 
COMMITTEES OF THE BOARD
 15. The Board of Directors may designate one or more committees, 
each committee to consist of one or more of the Directors of the corporation.  
Any such committee shall have and may exercise all the powers and authority 
of the Board of Directors to the extent provided in the resolution of the 
Board, subject to the Delaware General Corporation Law..
 16. Regular minutes of the proceedings of any committee appointed 
by the Board of Directors shall be kept by the Secretary or an Assistant 
Secretary of the corporation or by a secretary designated from among the 
members of the committee, and all proceedings shall be reported to the Board 
of Directors at its first meeting following the taking of any action by the 
committee.  The minutes of the proceedings shall be transcribed in the 
regular minute book of the corporation.  The presence of a majority of the 
members of any such committee shall be necessary to constitute a quorum at 
any meeting, and the affirmative vote of a majority of all the members 
present at any meeting at which there is a quorum shall be necessary to the 
taking of any action or the adoption of any resolution.

COMPENSATION OF DIRECTORS
 17. Directors, as such, shall not receive any stated salary for their 
services, but by resolution of the Board, a fixed sum and expenses of 
attendance, if any, may be allowed for attendance at each regular or special 
meeting of the Board; but nothing herein contained shall be construed to 
preclude any director from serving the corporation in any other capacity and 
receiving compensation therefor.
 18. Members of special or standing committees may be allowed like 
compensation for attending committee meetings.

MEETINGS OF THE BOARD
 19. The directors may hold their meetings at such places, either 
within or without the State of Delaware, as shall, from time to time, be 
determined by the Board.
 20. The first meeting of the Board of Directors in each year at 
which a quorum shall be present, held next after the annual meeting of 
stockholders at which directors shall have been elected, shall be held for the 
purpose of organization, the election of officers, and the transaction of any 
other business which may come before the meeting.
 21. Regular meetings of the Board may be held without notice at 
such time and place as shall from time to time be determined by the Board.
 22. Special meetings of the Board may be called by the Chairman of 
the Board, the President, or the Executive Vice President or any two 
directors.  The Secretary or other officer performing his duties shall give 
notice of such meetings either personally or by mail or by telegram at least 
twenty-four hours before the meeting.  Meetings may be held at any time and 
place without such notice if all the directors are present or if those not 
present waive notice either before or after the meeting.
 23. Members of the Board of Directors, or any committee thereof, 
may participate in a meeting of such Board, or 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 such meeting.
 24. Whenever any action is required or permitted to be taken by 
vote at a meeting of the Board of Directors, or any committee thereof, such 
action may be taken without a meeting if all members of the Board of 
Directors, or such committee, consent thereto in writing and such written 
consent or consents are filed with the minutes of the proceedings of the 
Board of Directors, or such committee; and each such consent shall have the 
same effect as a unanimous vote at a meeting of the Board of Directors, or 
such committee, as the case may be.

QUORUM
 25. A majority of the whole number of directors shall be requisite 
for and shall constitute a quorum at all meetings of the Board for the 
transaction of business, and the act of a majority of the directors present at 
any meeting at which there is a quorum, shall be the act of the Board of 
Directors, except as may be otherwise specifically provided by statute or by 
the Certificate of Incorporation or by these Bylaws.  If a quorum shall not be 
present at any meeting 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.

OFFICERS
 26. The officers of the corporation may include a Chairman of the 
Board, a President, an Executive Vice President, one or more Vice 
Presidents, a General Counsel, a Treasurer, one or more Assistant 
Treasurers, a Secretary, one or more Assistant Secretaries, a Controller, and 
such other officers and agents as may be deemed necessary, who shall be 
chosen by the Board of Directors as hereinabove provided, and shall hold 
their offices until their respective successors are chosen and qualified.  None 
of the officers, except the Chairman of the Board if there be one and the 
President, need be a director.  One person may hold the offices of Secretary 
and Treasurer, or Vice President and Treasurer or Vice President and 
Secretary, but not the offices of Vice President, Secretary and Treasurer.  
Any officer elected or appointed by the Board of Directors may be removed 
at any time, with or without cause, by the affirmative vote of a majority of 
the whole Board of Directors.  If the office of any officer of the corporation 
shall become vacant for any reason, the Board, by a majority vote of those 
present at any meeting at which a quorum is present, may choose a successor 
or successors, who shall hold office for the unexpired term in respect of 
which such vacancy occurred.
 27. The salaries of all officers and agents of the corporation shall be 
fixed by the Board of Directors.

CHAIRMAN OF THE BOARD
 28. The Chairman of the Board if there be one, shall preside at all 
meetings of the Board of Directors and of the stockholders, except when by 
statute the election of a presiding officer shall be required.  He shall 
exercise or delegate the authority to exercise the functions of the President
during the absence or disability of the President.  He shall have such 
other powers and perform such other duties as may be prescribed from time 
to time by law, by the Bylaws or by the Board of Directors.

PRESIDENT
 29. The President shall, in the absence of the Chairman of the 
Board, preside at all meetings of the stockholders and of the Board of 
Directors.  He shall have general supervision of the affairs of the corporation 
and may sign or countersign all certificates, contracts or other instruments of 
the corporation, and shall perform such other duties as are incident to his 
office or are properly required of him by the Board of Directors.

EXECUTIVE VICE PRESIDENT - VICE PRESIDENTS
 30. (a) The Executive Vice President, if there be one, shall 
exercise the functions of the President during the absence or disability of the 
President.  He shall also perform such other and further duties as may from 
time to time be assigned to him by the Board of Directors.
  (b) The Vice President - Finance, if there be one, shall be the 
principal financial and accounting officer of the corporation, shall be 
generally responsible for the financial and accounting aspects of the 
corporation and shall supervise and control the offices of the Controller and 
Treasurer.  He shall also perform such other and further duties as may, from 
time to time, be assigned to him by the Board of Directors.
  (c) The Vice President or Vice Presidents shall perform the 
duties of the President or Executive Vice President in their respective 
absences or during their respective inability to act.  Any action taken by a 
Vice President in performance of the duties of the President or the Executive 
Vice President shall be prima facie evidence of the absence or inability to act 
of the President or the Executive Vice President at the time such action was 
taken.  The Vice Presidents shall have such other and further powers and 
shall perform such other and further duties as may from time to time be 
assigned to them respectively by the Board of Directors or by the Chairman 
of the Board, the President or Executive Vice President.

GENERAL COUNSEL
 31. The General Counsel, if there be one, shall be the principal legal 
officer of the corporation.  The General Counsel shall be generally 
responsible for all matters of a legal nature including, but not limited to, 
administration of all litigation in which the corporation, from time to time, 
may become involved, review of legal opinions as required in connection 
with the business of the corporation and review of legal principles involved 
in contracts of the corporation.  He shall report to the President and shall 
perform such other and further duties as may from time to time be assigned 
to him by the Board of Directors or the President.

SECRETARY
AND ASSISTANT SECRETARIES
 32. The Secretary shall attend all meetings of the Board of Directors 
and of the stockholders and record all votes and the minutes of all 
proceedings in a book or books to be kept by him for that purpose; and shall 
perform like duties for the standing committees when required.  He shall 
give, or cause to be given, notice of all meetings of the stockholders and of 
the Board of Directors and shall perform such other duties as may be 
prescribed by the Board of Directors, or the Chairman of the Board, under 
whose supervision he shall be.  Any records kept by him shall be the 
property of the corporation and shall be restored to the corporation in case of 
his death, resignation, retirement or removal from office.  He shall be the 
custodian of the seal of the corporation, and, when authorized by the Board 
of Directors or by the Chairman of the Board, the President or any Vice 
President, shall affix the same to all instruments requiring it and shall 
attest the same.  He shall have control of the stock ledger, stock 
certificate book and other formal records and documents relating to the 
corporate affairs of the corporation.
  The Assistant Secretary or Assistant Secretaries shall assist the 
Secretary in the performance of his duties and shall exercise and perform his 
powers and duties in his absence or inability, and such powers and duties as 
may be conferred or required by the Board of Directors.

TREASURER
AND ASSISTANT TREASURERS
 33. (a) The Treasurer shall have the custody of the funds and 
securities of the corporation and shall keep full and accurate accounts of 
receipts and disbursements in books belonging to the corporation and shall 
deposit all moneys and other valuable effects in the name and to the credit of 
the corporation in such depositories as may be designated by the Board of 
Directors.
  (b) He shall disburse the funds of the corporation in such 
manner as may be ordered by the Board of Directors or by the Chairman of 
the Board or the President or any Vice President, taking proper vouchers for 
such disbursements, and shall render to the Chairman of the Board or the 
President or the Vice President - Finance, and to the directors, at the regular 
meetings of the Board, or whenever they may require it, an account of all his 
transactions as Treasurer and of the financial condition of the corporation.
  (c) The Treasurer shall exercise the powers and duties of his 
office subject to the supervision and control of the Vice President - Finance, 
if there be one.  He shall have such other and further powers and shall 
perform such other and further duties as may, from time to time, be assigned 
to him by the Board of Directors.
  (d) He shall give the corporation a bond, if required by the 
Board of Directors, in such sum and in form and with one or more sureties 
satisfactory to the Board for the faithful performance of the duties of his 
office, and for the restoration to the corporation, in case of his death, 
resignation, retirement or removal from office, of all books, papers, 
vouchers, money and other property of whatever kind in his possession or 
under his control belonging to the corporation.
 The Assistant Treasurer or Assistant Treasurers shall assist the 
Treasurer in the performance of his duties and shall exercise and perform his 
powers and duties, in his absence or inability, and such powers and duties as 
may be conferred or required by the Board of Directors.

CONTROLLER
 34. The Controller of the corporation, subject to the supervision and 
control of the Vice President - Finance, if there be one, shall have full 
control of all the books of account of the corporation and keep a true and 
accurate record of all property owned by it, of its debts and of its revenues 
and expenses and shall keep all accounting records of the corporation other 
than the record of receipts and disbursements and those relating to the 
deposit or custody of money and securities of the corporation, which shall be 
kept by the Treasurer, and shall also make reports to the Chairman of the 
Board, if there be one, the President, the Vice President - Finance, if there 
be one, and the Directors and others of or relating to the financial condition 
of the corporation.  He shall have such other and further powers and shall 
perform such other and further duties as may be assigned to him from time to 
time by the Board of Directors.  If a Controller shall not be elected, the 
duties of the office of the Controller shall be included as part of those of 
the Treasurer.



DUTIES OF OFFICERS MAY BE DELEGATED
 35. In case of the absence of any officer of the corporation, or for 
any other reason that the Board of Directors may deem sufficient, the Board 
may delegate, for the time being, the powers or duties, or any of them, of 
such officer to any other officer or to any director.

RIGHT OF INDEMNIFICATION OF DIRECTORS AND OFFICERS
 36. INDEMNIFICATION:
  (a) Right to Indemnification:
  Each person who was or is a party or is threatened to be made a 
party to or is involved in any action, suit or proceeding, whether civil, 
criminal, administrative or investigative ("Proceeding"), including without 
limitation Proceedings by or in the right of the corporation to procure a 
judgment in its favor, by reason of the fact that he or she or a person for 
whom he or she is the legal representative is or was a director or officer of 
the corporation or is or was serving at the request of the corporation as a 
director or officer, employee or agent of another corporation, or of a 
partnership, joint venture, trust or other enterprise, including service with 
respect to employee benefit plans, whether the basis of such Proceeding is 
alleged action in an official capacity as a director, officer, employee or 
agent or in any other capacity while serving as a director, officer, employee 
or agent, shall be indemnified and held harmless by the corporation to the 
fullest extent authorized by the General Corporation Law of the State of 
Delaware, as the same exists or may hereafter be amended (but, in the case 
of any such amendment, only to the extent such amendment permits the 
corporation to provide broader indemnification rights than said law permitted 
the corporation to provide prior to such amendment) against all expenses, 
liability and loss (including attorneys' fees, judgments, fines, ERISA excise 
taxes or penalties and amounts paid or to be paid in settlement) reasonably 
incurred or suffered by such person in connection therewith.  Such right shall 
be a contract right and shall include the right to be paid by the corporation 
for expenses incurred in defending any such Proceeding in advance of its 
final disposition; provided, however, that the payment of such expenses 
incurred by a director or officer of the corporation in his or her capacity as
a director or officer (and not in any other capacity in which service was or is 
rendered by such person while a director or officer, including, without 
limitation, service to an employee benefit plan) in advance of the final 
disposition of such Proceeding, shall be made only upon delivery to the 
corporation of an undertaking, by or on behalf of such director or officer, to 
repay all amounts so advanced if it should be determined ultimately that such 
director or officer is not entitled to be indemnified under this section or 
otherwise.
  (b) Right of Claimant to Bring Suit:
  If a claim under Subsection (a) is not paid in full by the 
corporation within ninety (90) days after a written claim has been received by 
the corporation, the claimant may at any time thereafter bring suit against the 
corporation to recover the unpaid amount of the claim, and if successful in 
whole or in part, the claimant shall be entitled to be paid also the expense of 
prosecuting such claim.  It shall be a defense to any such action (other than 
an action brought to enforce a claim for expenses incurred in defending any 
Proceeding in advance of its final disposition where the required undertaking 
has been tendered to the corporation) that the claimant has not met the 
standards of conduct which make it permissible under the General 
Corporation Law of the State of Delaware for the corporation to indemnify 
the claimant for the amount claimed, but the burden of proving such defense 
shall be on the corporation.  Neither the failure of the corporation (including 
its Board of Directors, independent legal counsel, or its stockholders) to have 
made a determination prior to the commencement of such action that 
indemnification of the claimant is proper in the circumstances because he or 
she has met the applicable standard of conduct set forth in the General 
Corporation Law of the State of Delaware, nor an actual determination by 
the corporation (including its Board of Directors, independent legal counsel, 
or its stockholders) that the claimant had not met such applicable standard of 
conduct, shall be a defense to the action or create a presumption that claimant 
had not met the applicable standard of conduct.
  (c) Non-Exclusivity of Rights:
  The rights conferred by Subsections (a) and (b) shall not be 
exclusive of any other right which such person may have or hereafter acquire 
under any statute, provision of the Certificate of Incorporation, by-law, vote 
of stockholders or disinterested directors or otherwise.
  (d) Insurance:
  The corporation may maintain insurance, at its expense, to 
protect itself and  any such director, officer, employee or agent of the 
corporation or another corporation, partnership, joint venture, trust or other 
enterprise against any such expense, liability or loss, whether or not the 
corporation would have the power to indemnify such person against such 
expense, liability or loss under the General Corporation Law of the State of 
Delaware.
  
STOCKS OF OTHER CORPORATIONS
 37. The Board of Directors shall have the right to authorize any 
director, officer or other person on behalf of the corporation to attend, act 
and vote at meetings of the stockholders of any corporation in which the 
corporation shall hold stock, and to exercise thereat any and all rights and 
powers incident to the ownership of such stock, and to execute waivers of 
notice of such meetings and calls therefor; and authority may be given to 
exercise the same either on one or more designated occasions, or generally 
on all occasions until revoked by the Board.  In the event that the Board shall 
fail to give such authority, such authority may be exercised by the Chairman 
of the Board or President in person or by proxy appointed by him on behalf 
of the corporation.

CERTIFICATES OF STOCK
 38. The certificates of stock of the corporation shall be numbered 
and shall be entered in the books of the corporation as they are issued.  They 
shall be in the form approved by the Board of Directors.  They shall exhibit 
the holder's name and number of shares and shall be signed by the Chairman 
of the Board or President and the Treasurer or an Assistant Treasurer, or the 
Secretary or an Assistant Secretary, and the seal of the corporation shall be 
affixed thereto.  Where any such certificates of stock are signed by a transfer 
agent or transfer clerk and by a registrar, the signatures of the Chairman of 
the Board or President and the Treasurer or an Assistant Treasurer, or the 
Secretary or an Assistant Secretary upon any such certificates, if authorized 
by the Board of Directors, may be made by engraving, lithographing or 
printing thereon a facsimile of such signatures, in lieu of actual signatures, 
and such facsimile signatures so engraved, lithographed or printed thereon 
shall have the same force and effect as if such officers had actually signed 
the same.
  In case any officer or officers who shall have signed or whose 
facsimile signature or signatures shall have been affixed to any such 
certificate or certificates, shall cease to be such officer or officers of the 
corporation before such certificate or certificates shall have been delivered 
by the corporation, such certificate or certificates may nevertheless be issued 
and delivered as though the person or persons who signed such certificate, or 
whose facsimile signature or signatures shall have been affixed thereto had 
not ceased to be such officer or officers of the corporation.

TRANSFERS OF STOCK
 39. No holder of Class B Common Stock of the corporation, 
desirous of selling or transferring any share or shares of such Class B 
Common Stock of the corporation, shall have the power to sell or transfer 
any such share or shares unless and until he shall first have offered the same 
for sale to the corporation at the actual price at which it is proposed to sell
or transfer the same.  Such offer shall be made in writing signed by such 
stockholder and sent by mail to the corporation at its principal place of 
business, and shall remain good for acceptance by the corporation for a 
period of thirty days from the date of receipt thereof and shall be 
accompanied by a written offer signed by the proposed purchaser, giving his 
name and address and his offering price.  Any pledgee of any share or shares 
of Class B Common Stock of the corporation, before bringing any suit, 
action or proceedings, or doing any act to foreclose his pledge, shall first 
offer such stock for sale to the corporation at the fair market value of such 
stock.  Such offer shall remain good for acceptance by the corporation for a 
period of thirty days after receipt thereof.  In case an offer above referred 
to shall not be accepted by the corporation within such thirty-day period, such 
share or shares may be sold or transferred to such proposed purchaser.
 40. Transfers of stock shall be made on the books of the corporation 
only by the person named in the certificate or by attorney, lawfully 
constituted in writing, and upon surrender of the certificate therefor.

 41. RESERVED

REGISTERED STOCKHOLDERS
 42. The corporation shall be entitled to treat the holder of record of 
any share or shares of stock as the holder in fact thereof and accordingly 
shall not be bound to recognize any equitable or other claim to or interest in 
such shares on the part of any other person, whether or not it shall have 
express or other notice thereof, save as expressly provided by the laws of 
Delaware.

LOST CERTIFICATES
 43. Any person claiming a certificate of stock to be lost or destroyed 
shall make an affidavit or affirmation of that fact, whereupon a new 
certificate may be issued of the same tenor and for the same number of 
shares as the one alleged to be lost or destroyed; provided, however, that the 
Board of Directors may require, as a condition to the issuance of a new 
certificate, a bond of indemnity in such form and amount and with such 
surety or sureties, or without surety, as the Board of Directors shall 
determine and may also require the advertisement of such loss in such 
manner as the Board may prescribe.

BOOKS, ACCOUNTS AND RECORDS
 44. Except as otherwise provided by law, the books, accounts and 
records of the corporation may be kept within or without the State of 
Delaware at such place as the Board of Directors shall from time to time 
determine.

CHECKS, DRAFTS AND NOTES
 45. All checks or demands for money and notes of the corporation 
shall be signed by such person or persons (who may or may not be an officer 
or officers of the corporation) as the Board of Directors may from time to 
time designate, either directly or through such officers of the corporation as 
shall, by resolution of the Board of Directors, be authorized to designate 
such person or persons.
  If authorized by the Board of Directors, the signatures of the 
authorized signers upon checks drawn on the payroll, general and dividend 
accounts of this corporation may be made by printing thereon a facsimile of 
such signatures, in lieu of actual signatures, and such facsimile signatures so 
printed thereon shall have the same force and effect as if such authorized 
signers had actually signed the same.

FISCAL YEAR
 46. The fiscal year shall be fixed by the Board of Directors.

DIVIDENDS
 47. Before payment of any dividend or making any distribution of 
surplus, there may be set aside out of surplus such sum or sums as the 
directors from time to time, in their absolute discretion, think proper as a 
reserve fund to meet contingencies, or for equalizing dividends, or for 
repairing or maintaining any property of the corporation, or for such other 
purpose as the directors shall think conducive to the interests of the 
corporation.

NOTICES
 48. Whenever under the provisions of these Bylaws notice is 
required to be given to any director, officer or stockholder, it shall not be 
construed to require personal notice, but such notice may be given in 
writing, either by telegram, or by mail, by depositing the same in a post 
office, letter-box or mail chute, maintained by the U.S. Postal Service, in a 
postpaid sealed wrapper, addressed to such stockholder, officer or director at 
his address as the same appears on the books of the corporation, and any 
notice so sent shall be deemed to have been given at the time when the same 
shall be so sent.

WAIVER OF NOTICE
 49. Whenever any notice whatever is required to be given under the 
provisions of any statute or of the Certificate of Incorporation or of these 
Bylaws, a waiver thereof in writing, signed by the person or persons entitled 
to said notice, whether before or after the time stated therein, shall be 
deemed equivalent thereto.  Attendance of a person at a meeting of 
stockholders, directors or any committee of directors, as the case may be, 
shall constitute a waiver of notice of such meeting, except where the person 
is attending the meeting for the express purpose of objecting, at the 
beginning of the meeting, to the transaction of any business because the 
meeting is not lawfully called or convened.

AMENDMENTS
 50. These Bylaws may be altered, amended, repealed or added to by 
the affirmative vote of a majority of the stock issued and outstanding and 
entitled to vote or by the Board of Directors acting as above provided; 
provided, however, that no change of the time or place of a meeting for the 
election of directors, as fixed by these Bylaws, shall be made within sixty 
days next before the day on which such election is to be held, and that in 
case of any change of such time or place, notice thereof shall be given to 
each stockholder in person or by letter mailed to his last known post office 
address, at least twenty days before the election is held.