EXHIBIT 3.3

                      BY-LAWS OF YIFAN COMMUNICATIONS, INC.

                                    ARTICLE I
                            MEETINGS OF STOCKHOLDERS

      Section 1. The Meeting. The annual meeting of the stockholders of Yifan
Communications, Inc. (the" Corporation") for the election of directors and the
transaction of such other business as may come before the meeting shall be held
within one hundred and fifty days after the close of the Corporation's Fiscal
Year at such date, time, and location as the Board of Directors shall designate.

      Section 2. Special Meetings. Special meeting of the stockholders, unless
otherwise prescribed by the statute, may be called at any time by the Board of
Directors or the President and shall be called by the President or Secretary at
the request in writing of stockholders of the record owning at least twenty-five
percent (25%) of the shares of the stock of the Corporation outstanding and
entitled to vote.

      Section 3. Notice of Meetings. Notice of the place, date and time of the
holding of each annual and special meeting of the stockholders and, in the case
of a special meeting, the purpose or purposes thereof, shall be given personally
or by mail in a postage prepaid envelope to each stockholder entitled to vote at
such meeting, and, if mailed , shall be directed to such stockholder at his
address as appears on the records of the Corporation, unless he shall have filed
with the Secretary of the Corporation a written request that notices to him be
mailed to some other address, in which case it shall be directed to him at such
other address. Notice of any meeting of stockholders shall not be required to be
given to any stockholder who shall attend such meeting in person or by proxy and
shall not, at the beginning of such meeting, object to the transaction of any
business because the meeting is not lawfully called or convened, or who shall,
either before or after the meeting, submit a signed waiver of notice, in person
or by proxy. Unless the Board of Directors shall fix, after the adjournment, a
new record date for an adjourned meeting, notice of such adjourned meeting need
not be given if the time and place to which the meeting shall be adjourned were
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 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 4. Place of Meetings. Meetings of the stockholders may be held at
such place within or without the State of Delaware, as the Board of Directors or
the officer calling the same shall specify in the notice of such meeting, or in
a duly executed waiver of notice thereof.

      Section 5. Quorum. At all meetings of the stockholders the holders of a
majority of the votes of the shares of stock of the Corporation issued and
outstanding and entitled to vote shall be present in person or by proxy to
constitute a quorum for the transaction of any business, except otherwise
provided by statute or in the Certificate of Incorporation. In the absence of a
quorum, the holders of a majority of the shares of stock present in person or by
proxy and entitled to vote, or if no stockholder entitled to vote is present,
then any officer of the Corporation may adjourn the meeting. At any such
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.

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      Section 6. Organization. At each meeting of the stockholders, the
President, or in his absence or inability to act, any person chosen by a
majority of those stockholders present, in person or by proxy and entitled to
vote, shall act as chairman of the meeting. The Secretary, or in his absence or
inability to act, any person appointed by the chairman of the meeting, shall act
as secretary of the meeting and keep the minutes thereof.

      Section 7. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.

      Section 8. Voting. Except as otherwise provided by statute, by the
Certificate of Incorporation, or by any certificate duly filed in the State of
Delaware pursuant to the Section 151 of Corporation having voting power shall be
entitled at each meeting of the stockholders to one vote for every share of such
stock standing in his name on the record of stockholders of the Corporation on
the date fixed by the Board of Directors as the record date for the
determination of the stockholders who shall be entitled to notice of and to vote
as such meeting; or if such record date shall not have been so fixed, then at
the close of business on the day next preceding the date on which notice thereof
shall be given, or if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; or each stockholder entitled to
vote at any meeting of stockholders may authorize another person or persons to
act for him by proxy signed by such stockholder or his attorney-in-fact. Any
such proxy shall be delivered to the secretary of such meeting at or prior to
the time designated in the order of business for so delivering such proxies. No
proxy shall be valid after the expiration of three years from the date thereof,
unless otherwise provided by proxy. Every proxy shall be revocable at the
pleasure of the stockholder executing it, except in those cases where an
irrevocable proxy is permitted by law. Except as otherwise provided by statute,
these By-Laws, or the Certificate of Incorporation, any corporate action to be
taken by vote of the stockholders shall be authorized by a majority of the total
votes, cast at a meeting of stockholders by the holders of shares present in
person or represented by proxy and entitled to vote on such action. Unless
required by statute, or determined by the chairman of the meeting to be
advisable, the vote on any question need not be by written ballot. On a vote by
written ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.

      Section9. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if so specified, at the place where the meeting is to be held. The
list 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.


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      Section 10. Action by Written Consent. Any action which is required to be
or may be taken at any annual special meeting of stockholders of the Corporation
may be taken without a meeting, without prior notice to stockholders and without
a vote if consents in writing, setting forth the action so taken, shall have
been signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize to take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

      Section11. Duration and Revocation of Consents. Consents to corporate
action shall be valid for a maximum of sixty (60) days after the date of the
earliest dated consent delivered to the Corporation in the manner provided in
Section 228(c) of the Delaware General Corporation Law. Consents may be revoked
by written notice (i) to the Corporation, (ii) to the stockholder or
stockholders soliciting consents or soliciting revocations in opposition to
action by consent proposed by the Corporation (the "Soliciting Stockholders"),
or (iii) to a proxy solicitor or other agent designated by the Corporation or
the Soliciting Stockholders.

      Section 12. Notice of Action by Consent. The Corporation shall give prompt
notice of the taking of corporate action without meeting by less than unanimous
written consent to stockholders who have not consented in writing and who, if
the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of stockholders to take the action were
delivered to the Corporation in the manner provided in Section 228 (c) of the
Delaware General Corporation Law.

                                   ARTICLE II
                               BOARD OF DIRECTORS

      Section 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board of Directors. The Board of Directors may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by statute or the Certificate of Incorporation directed or
required to be exercised or done by the stockholders.

      Section 2. Number, Qualifications, Election, and Term of Office. The
number of directors of the Corporation shall be as determined by vote of a
majority of the entire Board of Directors. All of the directors shall be of full
age. Directors need not be stockholders. Except as otherwise provided by the
statute or these By-Laws, the directors shall be elected at the annual meeting
of the stockholders for the election of directors at which a quorum is present,
and the persons receiving a plurality of the votes cast at such election shall
be elected. Each director shall hold office until the next annual meeting of the
stockholders and until his successor shall have been duly elected and qualified
or until his death, or unit he shall have resigned, or have been removed, as
hereinafter provided in these By-Laws, or as otherwise provided by statute or
the Certificate of Incorporation.


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      Section 3. Place of Meeting. Meetings of the Board of Directors may be
held at such place, or within or without the State of Delaware, as the Board of
Directors may from time to time determine or shall be specified in the notice or
waiver of notice of such meeting.

      Section 4. First Meeting. The Board of Directors shall meet for the
purpose of organization, the election of the officers of the Corporation, and
the transaction of other business, as soon as practicable after each annual
meeting of the stockholders. Notice of such meeting need not be given. Such
meeting may be held at any other time or place( within or without the State of
Delaware) which shall be specified in a notice thereof given as hereinafter
provided in Section 7 of this Article II.

      Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and at such place as the Board of Directors may from
time to time determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, than the meeting which
would otherwise be held on that day shall be held at the same hour on the next
succeeding business day. Notice of regular meetings of the Board of Directors
need not be given except as otherwise required by statute or these By-Laws.

      Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by one or more directors of the Corporation or by the President.

      Section 7. Notice of Meetings. Notice of each special meeting of the Board
of Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 7, in
which notice shall be stated the time and place of the meeting. Notice of each
such meeting shall be delivered to each director either personally or by
telephone, telegraph cable or wireless, at least twenty-four hours before the
time at which such meeting is to be held or by first-class mail, postage
prepaid, addressed to him at his residence, or usual place of business, at least
three days before the day on which such meeting is to be held. Notice of any
such meeting need not be given to any director who shall, either before or after
the meeting, submit a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to him.
Except as otherwise specifically required by these By-Laws, a notice or waiver
of notice of any regular or special meeting need not state the purpose of such
meeting.

      Section 8. Quorum and Manner of Acting. A majority of the entire Board of
Directors shall be present in person at any meeting of the Board of Directors in
order to constitute a quorum for the transaction of business at such meeting,
and, except as otherwise expressly required by state or the Certificate of
Incorporation, the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum at any meeting of the Board of Directors a majority of the
directors present threat, or if no director be present, the Secretary, may
adjourn such meeting to another time and place, or such meeting, unless it be
the first meeting of the Board of Directors, need not be held. At any adjourned
meeting at which a Quorum is present, any business may be transacted which might
have been transacted at the meeting as originally called. Except as provided in
Article III of these By-Laws, the directors shall act only as a Board and the
individual directors shall have no power as such.


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      Section 9. Organization. At each meeting of the Board of Directors, the
President, or in his absence or inability to act, another director chosen by a
majority of the directors present shall act as chairman of the meeting and
preside thereat. The Secretary (or, in his absence or inability to act any
person appointed by the chairman) shall act as secretary of the meeting and keep
the minutes thereof.

      Section 10. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the President or the Secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

      Section 11. Vacancies. Vacancies may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or holders of at least ten percent of the votes
of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors
then in office. Except as otherwise provided in these By-Laws, when one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have the power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in this
section in the filling of other vacancies.

      Section 12. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By- Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of a majority
of the votes of the issued and outstanding stock entitled to vote for the
election of directors of the Corporation given at a special meeting of the
stockholders called and held for the purpose; and the vacancy in the Board of
Directors caused by any such removal may be filled by such stockholders at such
meeting, or, if the stockholders shall fail to fill such vacancy, as in these
By-Laws provided.


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      Section 13. Compensation. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for service to the Corporation in any capacity, provided no such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefore.

      Section 14. Action Without 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 of Directors or
committee, as the case may be, consent thereto in writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee.

                                   ARTICLE III
                                   COMMITTEES

      Section 1. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee who mat replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualifies form voting, whether or not he or they constitute a quorum,
many unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it.

      Section 2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these by-laws.


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                                   ARTICLE IV
                                    OFFICERS

      Section 1. Number and Qualifications. The officers of the Corporation
shall be the President, Secretary and Treasurer. Any two or more offices may be
held by the same person. Such officers shall be elected from time to time by the
Board of Directors, each to hold office until the meeting of the Board of
Directors following the next annual meeting of the stockholders, or until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall have resigned, or have been removed, as hereinafter
provided in these By-Laws. The Board of Directors may from time to time elect,
or the President may appoint, such other officers (including, but not limited
to, one or more Vice Presidents, Assistant Vice Presidents, assistant
Secretaries, and Assistant Treasurers), and such agents, as may be necessary or
desirable for the business of the Corporation. Such other officers and agents
shall have such duties and shall hold their offices for such terms as may be
prescribed by the Board of Directors or by the appointing authority.

      Section 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors, the
President or the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

      Section 3. Removal. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board of Directors at any meeting of the Board of Directors, or,
except in the case of an officer or agent elected or appointed by the Board of
Directors, by the President. Such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.

      Section 4. Vacancies. A vacancy in any office whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant, in the manner prescribed in
these By-Laws for the regular election or appointment of such office.

      Section 5. Officers' Bonds or Other Security If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such
sureties as the Board of Directors may require.

      Section 6. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors; provided, however, that the Board of Directors may
delegate to the President the power to fix the compensation of officers and
agents appointed by the President. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that he is also a
director of the Corporation.

      Section 7. President. The President shall be the Chief Executive Officer
of the Corporation and shall have the general and active management of the
business of the Corporation and general and active supervision and direction
over the other officers, agents and employees and shall see their duties are
properly performed. He shall, if present, preside at each meeting of the
stockholders and of the Board of Directors and shall be an ex-officio member of
all committees of he Board of Directors. He shall perform all duties incident to
the office of President and Chief Executive Officer and such other duties as may
from time to time be assigned to him by the Board of Directors.


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      Section 8. Secretary. The Secretary shall:

      (a)   Keep or cause to be kept in one or more books provided for that
            purpose, the minutes of the meetings of the Board of Directors, the
            committees of the Board of Directors and the stockholders;
      (b)   See that all notices are duly given in accordance with the
            provisions of these By-Laws and as required by law;
      (c)   Be custodian of the records and the seal of the Corporation and
            affix and attest the seal to all stock certificates of the
            Corporation (unless the seal of the Corporation on such certificates
            shall be a facsimile, as hereinafter provided) and affix and attest
            the seal to all other documents to be executed on behalf of the
            Corporation under its seal;
      (d)   See that the books, reports, statements, certificates and other
            documents and records required by law to be kept and filed are
            properly kept and filed; and
      (e)   In general, perform all the duties incident to the office of
            Secretary and such other duties as from time to time may be assigned
            to him by the Board of Directors or the President.

      Section 9. Treasurer. The Treasurer shall be the chief financial officer
of the Corporation and shall exercise general supervision over the receipt,
custody, and disbursements of the Corporate funds. The Treasurer shall sign,
make and indorse in the name of the corporation all check drafts, warrants and
orders for the payment of money, and pay out and dispose of same receipts for
such, and, in general, perform all the duties incident to the office of
Treasurer. He shall have such further powers and duties as may be conferred upon
him from time to time by the President or the Board of Directors.

                                    ARTICLE V
                                 INDEMNIFICATION

      To the fullest extent permitted by law, the Corporation shall indemnify
any director or officer of the Corporation who was or is party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer , agent or
employee of another corporation, partnership, joint venture, trust or enterprise
against expenses (including attorneys' fees), liability, loss, judgment, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, upon a plea of nolo contendere or equivalent, shall not of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect of any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.


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      Such indemnity shall inure to the benefit of the heirs, executors and
administrators of any director or officer so indemnified pursuant to this
Article. The right to indemnification under this Article shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in the advance of its disposition;
provided however, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred in advance to the final disposition of a
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 shall ultimately be determined that such director or officer is
not entitled to be indemnified under this Article or otherwise. Such
indemnification and advancement of expenses shall be in addition to any other
rights to which those directors and officers seeking indemnification and
advancement of expenses may be entitled under any law, agreement, vote of
stockholders, or otherwise.

      Any repeal or amendment of this Article by the stockholders of the
Corporation or by the changes in applicable law shall, to the extent permitted
by applicable law, be prospective only, and shall not adversely affect any right
to indemnification or advancement of expenses of a director or officer of the
Corporation existing at the time of such repeal or amendment. In addition to the
foregoing, the right to indemnification and advancement of expenses shall be to
the fullest extent permitted by the General Corporation Law of the State of
Delaware or any other applicable law and all amendments to such laws as
hereafter enacted from time to time.

                                   ARTICLE VI
                                      STOCK

      Section 1. Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman of the
Board of Directors, if any, or the President, and by the Secretary or an
Assistant Secretary, of the Corporation, certifying the number of shares owned
by him in the Corporation. Any of or all the signatures on the certificate may
be a facsimile. In case any officer, transfer agent, or registrar who was signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer , transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent, or registrar at the date of issue.


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      Section 2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. 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 Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                   ARTICLE VII
                                  MISCELLANEOUS

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

      Section 2. Seal. The Board of Directors shall provide a corporate seal,
which shall be in the form of the name of the Corporation and the words and
figures "Corporate Seal, Yifan Communications, Inc., Delaware 2000".

      Section 3. Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because is not lawfully called or convened. Neither
the stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.

      Section 4. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other Corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if; (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.


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      Section 5. Form of Records. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

      Section 6. Amendments. These By-Laws may be amended or repealed, or new
By-Laws may be adopted, (1) at any annual or special meeting of the
stockholders, by majority of the total votes of the stockholders, present or in
person or represented by proxy and entitled to vote on such action; provided
however, that the notice of such meeting shall have been given as provided in
these By-Laws, which notice shall mention that amendment or repeal of these
By-Laws, or the adoption of new By-Laws, is one of the purposes of such meeting;
(2) by written consent of the stockholders pursuant to Section 10 of this
Article I; or (3) by action of the Board of Directors.


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