Exhibit 3.3

Attachment to the Minutes Of the Board of Directors of Spectrum International
Inc.

Dated 16 July 1999

                                        BYLAWS
                                          OF
                              SPECTRUM INTERNATIONAL INC.

                                       ARTICLE I
                                        Offices

   Section 1. Registered Office. The registered office of Spectrum
International Inc. ("Corporation") shall be maintained at such locations within
the State of Delaware as the Board of Directors from time to time shall
designate. The Corporation shall maintain in charge of such registered office an
agent upon whom process against the Corporation may be served.

   Section 2. Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors from time to time may determine or the
business of the Corporation may require.

                                      ARTICLE II
                               Meetings of Shareholders

   Section 1. Annual Meetings. Subject to the provisions of these Bylaws, the
annual meeting of the shareholders for the election of directors and for the
transaction of such other business as may properly come before such meeting
shall be held on such date and at such time as shall be designated by the Board
of Directors and stated in the notice of such meeting. If the election for
directors shall not be held on the day designated therefor or at any adjournment
thereof, the directors shall cause such election to be held at a special meeting
of the shareholders as soon thereafter as may be convenient. At such special
meeting, subject to the provisions of these Bylaws, the shareholders may elect
the directors and transact any other business with the same force and effect as
at an annual meeting duly called and held.

   Section 2. Special Meetings. A special meeting of the shareholders for any
purpose or purposes, unless otherwise prescribed by statute, may be called at
any time and shall be called by the President or Secretary, upon the direction
of the Board of Directors, or upon the written request of a shareholder or
shareholders holding of record at least twenty percent (20%) of the outstanding
shares of the Corporation entitled to vote at such a meeting.

   Section 3. Place of Meetings. All meetings of the shareholders shall be
held at the principal place of business of the Corporation or at such other
place, within or without the State of Delaware, as shall be designated by the
Board of Directors and stated in the notice of each such meeting

   Section 4. Notice of Meetings. Except as otherwise provided by law, notice
of each meeting of the shareholders, whether annual, special, or adjourned,
shall be given, not less than ten (10) days nor more than sixty (60) days before
the day on which such meeting is to be held, to each shareholder of record
entitled to vote at such meeting by delivering a written or printed notice
thereof to such shareholder personally, by facsimile machine, or by mailing such
notice in a postage prepaid envelope addressed to such shareholder at the post
office address furnished by such shareholder to the Secretary for such purpose,
or, if such shareholder shall not have furnished to the Secretary an address for

Exhibit 3.5       Page  1 of 17

<PAGE>

such purpose, then at the address of such shareholder last known to the
Secretary. Except when expressly required by law, no publication of any notice
of a meeting of shareholders shall be required. Notice of any meeting of
shareholders shall not be required to be given to any shareholder who shall
attend such meeting in person or by proxy. If any shareholder shall in person or
by proxy waive notice, in writing, of such meeting, whether before or after such
meeting, notice thereof need not be given to such shareholder. Notice of any
adjourned meeting of the shareholders shall not be required to be given, except
when expressly required by law.

   Section 5. Quorum. At each meeting of the shareholders, the presence in
person or by proxy of shareholders holding of record a majority of the
outstanding shares entitled to vote at such meeting shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the
absence of a quorum, the shareholders entitled to vote who are present in person
or by proxy at the time and place of any meeting, or, if no shareholder entitled
to vote is so present in person or by proxy, any officer entitled to preside at
or act as secretary of such meeting may adjourn such meeting from time to time,
without notice other than an announcement at such meeting, until a quorum shall
be present. 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.

   Section 6. Organization. At every meeting of the shareholders, the President,
or, in his or her absence, a Vice President, or, in the absence of the President
and all of the Vice Presidents, a chairman chosen by a majority in interest of
the shareholders present in person or by proxy and entitled to vote thereat,
shall act as chairman. The Secretary, or, in his or her absence, an Assistant
Secretary, shall act as secretary at all meetings of the shareholders. In the
absence from any such meeting of the Secretary or an Assistant Secretary, the
chairman may appoint any person to act as secretary of such meeting.

   Section 7. Business and Order of Business. Subject to the provisions of
these Bylaws, at each meeting of the shareholders, such business may be
transacted as may properly be brought before such meeting.

   Section 8. Voting. At each meeting of the shareholders, each shareholder
shall be entitled to one vote in person or by proxy for each share of the
Corporation having voting rights registered in his or her name on the books of
the Corporation at the close of business on the day next preceding the day on
which notice of such meeting was given, or, if no notice was given, on the day
next preceding the day on which such meeting is held, except when, pursuant to
the provisions of Section 7 of Article VII of these Bylaws, a date shall have
been fixed as a record date for the determination of the shareholders entitled
to vote. Any shareholder entitled to vote may vote in person or by proxy in
writing; provided, however, that no proxy shall be valid after eleven (11)
months after the date of its execution, unless otherwise provided therein. The
presence at any meeting of any shareholder who has given a proxy shall not
revoke such proxy, unless such shareholder shall file written notice of such
revocation with the secretary of such meeting prior to the voting of such proxy.

   At each meeting of the shareholders, all matters other than those the
manner of deciding of which is expressly regulated by statute, the Certificate
of Incorporation, or these Bylaws, shall be decided by a majority of the votes
cast by the holders of shares entitled to vote thereon.

Exhibit 3.5       Page  2 of 17

<PAGE>

   The Board of Directors, in advance of any meeting of the shareholders, or
the chairman of such meeting, at such meeting, may appoint one or more
inspectors of election to act at such meeting or any adjournment thereof, but no
inspectors need be appointed unless expressly requested at such meeting by a
shareholder entitled to vote thereat.

   Section 9. Conduct of Meetings of Shareholders. Meetings of the
shareholders shall generally follow reasonable and fair procedure. Subject to
the foregoing, the conduct of any meeting and the determination of procedure and
rules shall be within the absolute discretion of the chairman, and there shall
be no appeal from any ruling of the chairman with respect to procedure or rules.
Accordingly, in any meeting of the shareholders, or part thereof, the chairman
shall have the absolute power to determine appropriate rules or to dispense with
theretofore prevailing rules. Without limiting the foregoing, the following
rules shall apply:

(a)   Within his or her sole discretion, the chairman of a meeting may adjourn
such meeting by declaring such meeting adjourned. Upon his or her doing so, such
meeting shall be immediately adjourned.

(b)   The chairman may ask or require that anyone who is not a bona fide
shareholder or proxy leave a meeting.

(c)   A resolution or motion shall be considered for vote only if proposed by a
shareholder or duly authorized proxy, and seconded by a person, who is a
shareholder or a duly authorized proxy, other than the person who proposed the
resolution or motion. The chairman may propose any motion for vote.

(d)   The chairman of a meeting may impose any reasonable limits with respect to
participation by shareholders in a meeting, including, but not limited to,
limits on the amount of time at the meeting taken up by the 'remarks or
questions or any shareholder, limits on the numbers of questions per
shareholder, and limits as to the subject matter and timing of questions and
remarks by shareholders.

   Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any meeting of the shareholders except in accordance with the
procedures set forth in this Section 9; provided, however, that nothing in this
Section 9 shall be deemed to preclude discussion by any shareholder as to any
business properly brought before any meeting.

   The chairman shall, if the facts warrant, determine, and declare at any
meeting of the shareholders that business was not properly brought before such
meeting in accordance with the provisions of this Section 9, and if he or she
should so determine, he or she shall so declare to such meeting and any such
business not properly brought before such meeting shall not be transacted.

   Section 10. Advance Notice of Shareholder Proposed Business at any Meeting
of the Shareholders. To be properly brought before any annual meeting of the
shareholders, business must be either (a) specified in the notice of such
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before such meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
such meeting by a shareholder. In addition to any other applicable requirements,
including, but not limited to, requirements imposed by federal and state
securities laws pertaining to proxies, for business to be properly brought
before any meeting by a shareholder, such shareholder must have given timely
notice thereof in writing to the Secretary. To be timely, shareholder's notice


Exhibit 3.5       Page  3 of 17

<PAGE>

must be delivered to or mailed and received at the principal executive offices
of the Corporation not later than the close of business on the 7th day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made, whichever first occurs. A shareholder's notice
to the Secretary shall set forth as to each matter such shareholder proposes to
bring before any meeting of the shareholders (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by such shareholder, and (iv) any
material interests of such shareholder in such business.

   Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any annual meeting except in accordance with the procedures set
forth in this Section 10. The chairman of such annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before such meeting and in accordance with the provisions of
this Section 10, and if he or she should so determine, he or she shall so
declare to such meeting and any such business not properly brought before such
meeting shall not be transacted.

   Section 11. Action by Shareholders Without a Meeting. Any action required
or permitted to be taken at a meeting of the shareholders under any provisions
of the Delaware General Corporation Law, the Certificate of Incorporation, or
these Bylaws may be taken without a meeting if all of the shareholders entitled
to vote thereon consent in writing to such action being taken, or, subject to
the provisions of Section 228 of the Delaware General Corporation Law, if the
shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting at which all of
the shareholders entitled to vote thereon were present and voting shall consent
in writing to such action being taken. Whenever action of the Corporation is so
taken, the consents of the shareholders consenting thereto shall be filed with
the minutes of proceedings of the shareholders.

                                  ARTICLE III
                              Board of Directors

   Section 1. General Powers. The property, affairs, and business of the
Corporation shall be managed by the Board of Directors.

   Section 2. Number, Qualifications, and Term of Office. There shall be five
(5) directors constituting the Board of Directors. The directors shall be
elected annually at the annual meeting of the shareholders. Each director shall
hold office until his or her successor shall have been elected and qualified,
until his or her death, until he or she. shall have resigned in the manner set
forth in Section 13 of this Article III, or until he or she shall have been
removed in the manner set forth in Section 14 of this Article III whichever
shall first occur. Any director elected to fill a vacancy in the Board of
Directors shall be deemed elected for the unexpired portion of the term of his
or her predecessor on the Board of Directors. Each director, at the time of his
or her election, shall be at least eighteen (18) years of age.

   Section 3. Nomination of Directors. (a) Only persons who are nominated in
accordance with the procedures set forth in this section shall be eligible for
election as directors. The Board of Directors, or a duly appointed committee
thereof, shall act as a nominating committee for selecting nominees for election
as directors. Except in the case of a nominee substituted as a result of the

Exhibit 3.5       Page  4 of 17

<PAGE>

death or incapacity of a nominee of the nominating committee, the nominating
committee shall deliver written nominations to the Secretary at least ninety
(90) days prior to the appropriate date of the meeting of shareholders called
for election of directors. Provided such nominating committee makes such
nominations, no nominations for directors, except those made by the nominating
committee, shall be voted upon at the annual meeting unless other nominations by
shareholders are made in accordance with the provisions of this section, No
person shall be elected as a director of the Corporation unless nominated in
accordance with the procedures set forth in this section. Ballots specifying the
names of all persons nominated by the nominating committee and by shareholders
shall be provided for use at the annual meeting.

   (b) Nominations of persons for election to the Board of Directors of the
Corporation at an annual meeting of shareholders may be made by any shareholder
entitled to vote for the election of directors at such meeting who complies with
the procedures set forth in this section. Such nominations, other than those
made by the Board of Directors or a nominating committee thereof, shall be made
pursuant to timely notice in writing to the Secretary as set forth in this
section. To be timely, a shareholder's notice shall be delivered to or received
at the principal executive offices of the Corporation not less than ninety (90)
days prior to the meeting of shareholders of the Corporation called for the
election of directors. Each such shareholder's notice shall set forth (1) the
name and address of the shareholder who intends to make the nomination and of
the person or persons to be nominated; (2) a representation that the shareholder
is a holder of record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (3) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (4) such other
information regarding each nominee proposed by such shareholder as would be
required to be disclosed in solicitations of proxies with respect to nominees
for election as directors, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, including, but not limited to, information
required to be disclosed by Items 4, 5, 6, and 7 of Schedule 14A; (5) the
consent of each nominee to serve as director of the Corporation if so elected;
and (6) the class and number of shares of stock of the Corporation which are
beneficially owned by such shareholder on the date of such shareholder notice
and, to the extent known, by any other shareholders known by such shareholder to
be supporting such nominees on the date of such shareholder notice. At the
request of the Board of Directors, any person nominated by the Board of
Directors, or a nominating committee thereof, for election as a director shall
furnish to the Secretary that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee together with
the required written consents, each as described herein.

   (c) The Board of Directors may reject any nomination by a shareholder not
timely made in accordance with the requirements of this section. If the Board of
Directors or a designated committee thereof, determines that the information
provided in a shareholder's notice does not satisfy the informational
requirements of this section in any material aspect, the Secretary shall notify
such shareholder of the deficiency in the notice. The shareholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five (5) days from the date
such deficiency notice is given to the shareholder, as the Board of Directors or
such committee shall reasonably determine. If the deficiency is not cured within
such period, or if the Board of Directors or such committee reasonably
determines that the additional information provided by the shareholder, together
with information previously provided, does not satisfy the requirements of this
section in any material respect, then the Board of Directors may reject such
shareholder's nomination. The Secretary shall notify a shareholder in writing

Exhibit 3.5       Page  5 of 17

<PAGE>

whether his or her nomination has been made in accordance with the time and
informational requirements of this section. Notwithstanding the procedures set
forth in this section, if neither the Board of Directors nor such committee
makes a determination as to the validity of any nominations by a shareholder,
the chairman of such annual meeting shall determine and declare at such annual
meeting whether the nomination was made in accordance with the terms of this
section. If such chairman determines a nomination was made in accordance with
the terms of this section, he or she shall so declare at such annual meeting and
ballots shall be provided for use at the annual meeting with respect to such
nominee. If such chairman determines that a nomination was not made in
accordance with this section, he or she shall so declare at the annual meeting
and defective nomination shall be disregarded.

   Section 4. Election of Directors. At each meeting of the shareholders for
the election of directors, the directors shall be chosen by a plurality of the
votes cast at such election by the holders of shares entitled to vote thereon.
The vote for directors need not be by ballot, unless demanded by a shareholder
entitled to vote thereon at such election and before the voting begins. The
shareholders shall not be entitled to cumulate their votes for directors.

   Section 5. Annual Meetings. The annual meeting of the Board of Directors
shall be held in each year immediately after the annual meeting of shareholders,
at such place as the Board of Directors from time to time may fix and, if so
held, no notice of such meeting need be given.

   Section 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as the Board of Directors shall determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at said place at the same hour on the next succeeding business
day that is not a legal holiday. Notice of regular meetings need not be given.

   Section 7. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the President or Secretary. Notice of each such
meeting shall be mailed to each director, addressed to him or her at his or her
residence or usual place of business, at least five (5) days before the day on
which such meeting is to be held, or shall be sent to him or her at such place
by facsimile machine, telegraph, cable, telex, or the equivalent, or be
delivered personally or by telephone, not later than the day preceding the day
on which such meeting is to be held, except that in the event of an emergency,
the President may direct that shorter notice of a special meeting be given
personally or by facsimile machine, telephone, telegraph, cable, telex, or the
equivalent. Neither the business to be transacted nor the purpose of any such
meeting need be specified in such notice. Notice of any meeting of the Board of
Directors need not be given, however, if waived in writing or by facsimile
machine, telegraph, telex, cable, or the equivalent, either before or after such
meeting, or, at the meeting. Any meeting of the Board of Directors shall be a
legal meeting without any notice having been given, if all the directors shall
be present thereat,

   Section 8. Place of Meeting. Meetings of the Board of Directors may be held
at such place or places within or without the State of Delaware as the Board of
Directors from time to time may designate.

   Section 9. Quorum and Manner of Acting. A majority of the directors shall
be required to constitute a quorum for the transaction of business at any
meeting. The act of a majority of the directors present at any meeting while a
quorum is present shall be an act of the Board of Directors. In the absence of a
quorum, a majority of the directors present may adjourn any meeting from time to

Exhibit 3.5       Page  6 of 17

<PAGE>

time until a quorum be had. Notice of any adjourned meeting shall be given, in
the same manner as notice of special meetings is required to be given, as set
forth in these Bylaws. The directors shall act only as a board and the
individual directors shall have no power as such.

   Section 10. Action by Written Consent. Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if, prior or subsequent to such action, all members
of the Board of Directors or of such committee, as the case may be, consent
thereto in writing and such written consents are filed with the minutes of the
proceedings of the Board of Directors or such committee. Such consent shall have
the same effect as a unanimous vote of the Board of Directors or such committee
for all purposes and may be stated as such in any certificate or other document.

   Section 11. Organization. At each meeting of the Board of Directors, the
President or, in his or her absence, a chairman chosen by a majority of the
directors present shall act as chairman. The Secretary, or, in his or her
absence, an Assistant Secretary, or, in the absence of the Secretary and the
Assistant Secretaries, any person appointed by the chairman, shall act as
secretary of such meeting.

   Section 12. Order of Business. At all meetings of the Board of Directors
business may be transacted in such order as the Chairman of the Board of
Directors may determine.

   Section 13. Resignations. Any director of the Corporation may resign at any
time by giving written notice to the President or to the Secretary. The
resignation of any director shall take effect at the time specified therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make such resignation effective.

   Section 14. Removal of Directors. Any director may be removed at any time,
either with or without cause, by the shareholders at any regular or special
meeting of the shareholders and the vacancy in the Board of Directors caused
thereby may be filled by the shareholders at the same meeting.

   Section 15. Vacancies. In addition to a vacancy occurring by removal by the
shareholders, as contemplated by Section 14 of these Bylaws, a vacancy in the
Board of Directors shall occur upon the happening of any of the following
events:

   (a) a director dies or resigns:

   (b) the shareholders fail to elect the number of directors authorized to be
elected at any meeting of shareholders at which any director is to be elected;

   (c) the Board of Directors by resolution have elected to increase the
number of directors;

   (d) the Board of Directors declare vacant the office of any director for
such cause as the Board may determine; or

   (e) a vacancy occurs for any other reason. Any vacancy occurring in the Board

Exhibit 3.5       Page  7 of 17

<PAGE>

of Directors shall be filled by a majority of the remaining members of the Board
of Directors, though less than a quorum, and each person so elected shall hold
office until the next annual meeting of shareholders and until his or her
successor is duly elected and has qualified.

   Section 16. Compensation. Directors shall not receive a per diem remuneration
for participation in Board meetings. Whereas a stock option plan is desirable
for the purpose of assisting the Corporation in compensating, attracting,
retaining and motivating directors of the Corporation and to closely align the
directors' interests to that of the shareholders, the Corporation may grant
stock options to insiders from time to time. The following formula and
conditions shall apply for stock options to be granted to directors:

Share options up to a maximum of 4% of the outstanding shares (after the
listing) will be made available to Directors. Each Director will be entitled to
an equal share of the available stock options at a rate of $0.15 CAN per share,
expiring two years from the date of offer, with the following conditions:

a.   Each Director will exercise 10% their options at the time of receipt the
     options.

b.   Only 1/12 of each Director's options can be exercised per month. This
     includes the 10% referred to above.

c.   Upon vacating the position of Director, the unexercised options of that
     Director in excess of the allowable to date, will be reclaimed the Company.

   Section 17. Indemnification of Directors, Officers, Employees and Agents.
The Corporation shall indemnify each director, officer, employee and agent of
the Corporation, as amended by the provisions of Section 145 of the Delaware
General Corporation Law, as set forth in Article VI of these Bylaws.

   (b) During the intervals between the meetings of the Board of Directors,
the Executive Committee may exercise all the authority of the Board of
Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall not have the authority of the Board of
Directors in reference to (1) approving or proposing to shareholders action
required to be approved by shareholders; (2) filling vacancies on the Board of
Directors or on any of its committees; (3) amending the Certificate of
Incorporation; (4) adopting, amending or repealing bylaws; or (5) approving a
plan of merger or share exchange not requiring shareholder approval.

   (c) The Executive Committee shall meet from time to time on call of the
Chairman of the Board of Directors or of any two (2) or more members of the
Executive Committee. Meetings of the Executive Committee may be held at such
place or places, within or without the State of Delaware, as the Executive
Committee shall determine or as may be specified or fixed in the respective
notices or waivers of such meetings. The Executive Committee may fix its own
rules of procedures, including provision for notice of its meetings. It shall
keep a record of its proceedings and shall report these proceedings to the Board
of Directors at the meeting thereof held next after they have been taken, and
all such proceedings shall be subject to revision or alternation by the Board of
Directors except to the extent that action shall have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alternation.

Exhibit 3.5       Page  8 of 17

<PAGE>

   (d) The Executive Committee shall act by majority vote of its members;
provided, however, the provisions of Section 20 of these Bylaws notwithstanding,
that contracts or transactions of and by the Corporation in which officers or
directors of the Corporation are interested shall require the affirmative vote
of majority of the disinterested members of the Executive Committee, at a
meeting of the Executive Committee at which the material facts as to the
interest and as to the contract or transaction are disclosed or known to the
members of the Executive Committee prior to the vote.

   (e) Members of the Executive Committee may participate in committee
proceedings by means of conference telephone or similar communications equipment
by means of which all persons participating in the proceedings can hear each
other, and such participation shall constitute presence in person at such
proceedings.

   (f) The Board of Directors, by resolution adopted in accordance with
Paragraph (a) of this section, may designate one or more directors as alternate
members of the Executive Committee who may act in the place and stead of any
absent member or members at any meeting of said committee

   (g) The Board of Directors, by resolution adopted by a majority of the
entire Board of Directors, may designate one or more additional committee each
committee to consist of two (2) or more of the directors, which shall have such
name or names and shall have and may exercise such powers of the Board of
Directors, except the powers denied to the Executive Committee, as may be
determined from time to time by the Board of Directors. Such committees shall
provide for their own rules of procedure, subject to the same restrictions
thereon as provided above for the Executive Committee.

   (h) The Board of Directors shall have the power at any time to remove any
member of any committee, with without cause, and to fill vacancies in and to
dissolve any such committee.

   Section 18. NOT ALLOCATED

   Section 19. Provision Concerning interested Transactions. Any contract or
other transaction between the Corporation and (i) any director, or (ii) any
corporation, unincorporated association, business trust, estate, partnership,
trust, joint venture, individual or other legal entity ("Legal Entity") (A) in
which any director has a material financial interest or is a general partner, or
(B) of which any director is a director, officer, or trustee (collectively, a
"Conflict Transaction"), shall be valid for all purposes, if the material facts
of such Conflict Transaction and such director's interest were disclosed or
known to the Board of Directors, a committee with authority to act thereon, or
the shareholders entitled to vote thereon, and the Board of Directors, such
committee, or such shareholders authorized, approved, or ratified such Conflict
Transaction. A Conflict Transaction shall be authorized, approved or ratified:

   (a) By the Board or Directors or such committee, if it receives affirmative
vote of majority of the directors who have no interest in the Conflict
Transaction, notwithstanding the fact that such majority may not constitute a
quorum or a majority of the Board of Directors or such committee or a majority
of the directors present at such meeting, and notwithstanding the presence or
vote of any director who does have such an interest; provided, however, that no
Conflict Transaction may be authorized, approved or ratified by a single
director; or

   (b) By such shareholders, if such Conflict Transaction receives the vote of
a majority of the shares entitled vote, in which vote shares owned or voted
under the control of any director who, or of any Legal Entity that, has an

Exhibit 3.5       Page  9 of 17

<PAGE>

interest in the Conflict Transaction may be counted. This section shall not be
construed to require authorization, ratification or approval by the shareholders
of any Conflict Transaction, or to invalidate any Conflict Transaction that
would otherwise be valid under the common and statutory law applicable thereto.

   Section 20. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors may participate
in a meeting of the Board of Directors by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting.

                                     ARTICLE IV
                                      Officers

     Section 1. Number. The officers of the Corporation shall be a President, a
Treasurer, and a Secretary, and, in the discretion of the Board of Directors,
one or more Vice Presidents.

   Section 2. Election, Qualifications, and Terms of Office. The officers shall
be elected annually by the Board of Directors. Each officer shall hold office
until his or her successor shall have been elected and qualified, or until his
or her earlier death, resignation, or removal in the manner provided
in these Bylaws. Any person may hold more than one office.

   Section 3. Resignations. Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, the President, or the
Secretary. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt of the notice thereof by the Board of Directors
or any such officer.

   Section 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled for the unexpired
portion of the term. by the Board of Directors.

   Section 5. The President. The President shall be the chief executive officer
of the Corporation. Subject to the direction of the Board of Directors, the
President shall have general charge of the business affairs and property of the
Corporation and general supervision over its officers and agents. If present,
the President shall preside at all meetings of shareholders and at all meetings
of the Board of Directors. The President shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President may
sign, with any other officer "hereunto authorized, share certificates of the
Corporation, the issuance of which shall have been duly authorized, and may sign
and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts,
agreements, and other instruments duly authorized by the Board of Directors,
except in these instances where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent.
>From time to time, the President shall report to the Board of Directors all
matters within his or her knowledge which the interests of the Corporation may
require to be brought to their attention. The President shall also perform such
other duties as are given to him or her by these Bylaws or as from time to time
may be assigned to him or her by the Board of Directors.

   Section 6. The Secretary. The Secretary shall (a) record all the proceedings
of the meetings of the shareholders and Board of Directors in a book or books to
be kept for that purpose; (b) cause all notices to be duly given in accordance
with the provisions of these Bylaws and as required by statute; (c) be custodian

Exhibit 3.5       Page  10 of 17

<PAGE>

of the records and of the seal of the Corporation and cause such seal to be
affixed to all certificates representing shares of the Corporation prior to the
issuance thereof and to all instruments the execution of which on behalf of the
Corporation under its seal shall have been duly authorized; (d) see that the
lists, books, reports, statements, certificates, and other documents and records
required by statute are properly kept and filed; (e) have charge of the share
record books of the Corporation and cause the same to be kept in such manner as
to show at any time the amount of shares of the Corporation issued and
outstanding, the names and addresses of the holders of record thereof, the
number of shares held by each, and the date when each became such holder of
record; (f) perform the duties required of him or her under Section 9 of Article
11 of these Bylaws; (g) sign (unless the Treasurer shall sign) certificates
representing shares of the Corporation, the issuance of which shall have been
duly authorized; and (h) in general, perform all duties incident to the office
of Secretary and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the President.

   Section 7. The Chief Financial Officer. The Chief Financial Officer shall
(a) have charge of and supervision over and by responsible for the funds,
securities, receipts, and disbursements of the Corporation; (b) cause the moneys
and other valuable effects of the Corporation to be deposited in the name and to
the credit of the Corporation in such banks or trust companies, or with such
bankers or other depositories, as shall be selected in accordance with Section 3
of Article V of these Bylaws or to be otherwise dealt with in such manner as the
Board of Directors may direct; (c) cause the funds of the Corporation to be
disbursed by checks or drafts upon the authorized depositories of the
Corporation and cause to be taken and preserved proper vouchers for all moneys
disbursed; (d) render to the Board of Directors or the President, whenever
requested, a statement of the financial condition of the Corporation and of all
his or her transactions as Chief Financial Officer; (e) cause to be kept, at the
principal office of the Corporation or at such other office (within or without
the State of Delaware) as shall be designated by the Board of Directors, correct
books of account of all its business and transactions; (f) sign (unless the
Secretary shall sign) certificates representing shares of the Corporation, the
issuance of which shall have been duly authorized; and (g) in general, perform
all duties incident to the office of Treasurer and such other duties as are
given to him or her by these Bylaws or as from time to time may be assigned to
him or her by the Board of Directors or the President.

   Section 8. The Vice Presidents. At the request of the President, any Vice
President shall perform all the duties of the President and, when so acting,
shall have all the powers of and be subject to all restrictions upon the
President. Any Vice President may also sign, with any other officer thereunto
duly authorized, share certificates of the Corporation, the issuance of which
shall have been duly authorized, and may sign and execute in the name of the
Corporation, deeds, mortgages, bonds, contracts, agreements, and other
instruments duly authorized by the Board of Directors, except in those instances
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent. Each Vice President shall
perform such other duties as are given to him or her by these Bylaws or as from
time to time may be assigned to him or her by the Board of Directors or the
President.

   Section 9. Salaries. The salaries of the officers of the Corporation shall
be fixed from time to time by the Board of Directors. No officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the Corporation.

   Section 10. Surety Bonds. In the event the Board of Directors shall so
require, any officer or agent of the Corporation shall execute a bond to the

Exhibit 3.5       Page  11 of 17

<PAGE>

Corporation, in such amount and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful discharge of his or her
duties.

                                  ARTICLE V
                       Contracts and Financial Matters

   Section 1. Execution of Contracts. The President or any Vice President,
subject to the approval of the Board of Directors, may enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation. Such authorization may be general or restricted to specific
instances.

   Section 2. Checks and Drafts. All checks, drafts, or other orders for the
payment of money and all notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents of the Corporation as shall be thereunto so authorized from time to time
by resolution of the Board of Directors.

   Section 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may select or as may be selected by any officer or officers or agent or agents
authorized so to do by the Board of Directors. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositaries shall be
made in such manner as the Board of Directors from time to time may determine.

   Section 4. General and Special Bank Accounts. The Board of Directors may
authorize from. time to time the opening and keeping of general and special bank
accounts with such banks, trust companies, or other depositaries as the Board of
Directors may designate and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as the
Board of Directors may deem expedient.

   Section 5. Loans. No loans or advances shall be contracted on behalf of
the Corporation and no negotiable paper shall be issued in its name, unless and
except as authorized by the Board of Directors. Such authorization may be
general or restricted to specific instances. Any officer or agent of the
Corporation thereunto so authorized may effect loans and advances for the
Corporation and for such loans and advances may make, execute, and deliver
promissory notes, bonds, or other evidences of indebtedness of the Corporation.
Any officer or agent of the Corporation thereunto so authorized may pledge,
hypothecate, or transfer, as security for the payment of any and all loans,
advances, indebtedness, and liabilities of the Corporation, any and all stocks,
bonds, other securities, and other personal property at any time held by the
Corporation and, to that end, may endorse, assign, and deliver the same and do
every act necessary or proper in connection therewith.

   Section 6. Proxies. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by such
person or persons as shall be thereunto authorized from time to time by the
Board of Directors.


Exhibit 3.5       Page  12 of 17

<PAGE>

                                  ARTICLE VI
                         Indemnification and Insurance

   Section 1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any pending,
threatened, or completed civil, criminal, administrative, or arbitration action,
suit, or proceeding, or any appeal therein or any inquiry or investigation which
could lead to such action, suit, or proceeding ("proceeding"), by reason of his
or her being or having been a director, officer, employee, or agent of the
Corporation or of any constituent corporation absorbed by the Corporation in a
consolidation or merger or by reason of his or her being or having been a
director, officer, trustee, employee, or agent of any other corporation
(domestic or foreign) or of any partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or such enterprise (whether or not for profit),
serving as such at the request of the Corporation or of any such constituent
corporation, or the legal representative of any such director, officer, trustee,
employee, or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent permitted by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than the Delaware General Corporation Law
permitted prior to such amendment), from and against any and all reasonable
costs, disbursements, and attorney's fees, and any and all amounts paid or
incurred in satisfaction of settlements, judgments, fines, and penalties,
incurred or suffered in connection with any such proceeding, and such
indemnification shall continue as to a person who has ceased to be a director,
officer, trustee, employee, or agent and shall inure to the benefit of his or
her heirs, executors, administrators, and assigns; provided, however, that,
except as provided in Section 2 of this Article VI, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was specifically authorized by the Board of Directors of the
Corporation. The right to indemnification specified in this Article VI shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in connection with any proceeding in advance of the final
disposition of such proceeding as authorized by the Board of Directors;
provided, however; that, if the Delaware General Corporation Law so requires,
the payment of such expenses in advance of the final disposition of a proceeding
shall be made only upon receipt by the Corporation of an undertaking, by or on
behalf of such director, officer, employee, or agent, to repay all amounts so
advanced unless it shall ultimately be determined that such person is entitled
to be indemnified under this article or otherwise.

   Section 2. Right of Claimant to Bring Suit. If a claim made under Section I
of this Article VI is not paid in full by the Corporation within thirty (30)
days after a written request has been received by the Corporation, the claimant
may, at any time thereafter, apply to a court for an award of indemnification by
the Corporation for the unpaid amount of the claim and, if successful on the
merits or otherwise in connection with any proceeding or in the defense of any
claim, issue, or matter therein, the claimant shall also be entitled to be paid
by the Corporation for any and all expenses incurred or suffered in connection
with such proceeding. It shall be a defense to any such action (other than an
action brought to enforce a claim for the advancement of expenses incurred in
connection with any proceeding where the required undertaking, if any, has been
tendered to the Corporation) that the claimant has not satisfied the standard of
conduct which makes it permissible under the Delaware General Corporation Law
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, its independent legal
counsel, or its shareholders) to have made a determination prior to the

Exhibit 3.5       Page  13 of 17

<PAGE>

commencement of such proceeding that indemnification of the claimant is proper
in the circumstances because he or she has satisfied the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, or its shareholders) that the claimant has not
satisfied such applicable standard of conduct, nor the termination of any
proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall be a defense to the action or create a
presumption that the claimant has not satisfied the applicable standard of
conduct.

   Section 3. Nonexclusivity of Rights. The right to indemnification and
advance of expenses provided by or granted pursuant to this Article VI shall not
exclude or be exclusive of any other rights to which any person may be entitled
under the Certificate of Incorporation of the Corporation, these Bylaws, any
agreement, vote of shareholders, or otherwise; provided, however, that no
indemnification shall be made to or on behalf of such person if a judgment or
other final adjudication adverse to such person establishes that such person has
not satisfied the applicable standard of conduct required to be satisfied under
the Delaware General Corporation Law.

   Section 4. Insurance. The Corporation may purchase and maintain insurance
on behalf of any director, officer, employee, or agent of the Corporation, or of
another corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, against any expenses incurred in any proceeding and against
any liabilities asserted against him or her by reason of such person's being or
having been such a director, officer, employee, or agent, whether or not the
Corporation would have the power to indemnify such person against such expenses
and liabilities under the provisions of this Article VI or otherwise.

                                 ARTICLE VII
                          Shares and Their Transfer

   Section 1. Share Certificates. Every holder of shares of the Corporation
shall be entitled to have a certificate, signed by the President or a Vice
president and either the Treasurer or the Secretary, certifying the number of
shares owned by him or her in the Corporation. In case any officer of the
Corporation who has signed any such certificate shall cease to be such officer,
for whatever cause, before the certificate shall have been delivered by the
Corporation, the certificate shall be deemed to have been adopted by the
Corporation, unless the Board of Directors shall otherwise determine prior to
the issuance and delivery thereof, and may be issued and delivered as though the
person who signed it had not ceased to be such officer of the Corporation.
Certificates representing shares of the Corporation shall be in such form as
shall be approved by the Board of Directors. There shall be entered upon the
share record books of the Corporation, at the time of issuance of each share,
the number of the certificate issued, the name and address of the person owning
the shares represented thereby, the number of shares, and the date of issuance
thereof. Every certificate exchanged or returned to the Corporation shall be
marked "cancelled" with the date of cancellation.

   Section 2. Share Record Books. The share record books and the blank share
certificate books shall be kept by the Secretary, or by any officer or agent
designated by the Board of Directors.

   Section 3. Addresses of Shareholders. Each shareholder shall designate to
the Secretary of the Corporation an address at which notices of meetings and all

Exhibit 3.5       Page  14 of 17

<PAGE>

other corporate notices may be served, delivered, or mailed to such shareholder
and, if any shareholder shall fail to designate such address, all corporate
notices (whether served or delivered by the Secretary, another shareholder, or
any other person) may be served upon such shareholder by mail directed to him or
her at his or her last known post office address.

   Section 4. Transfers of Shares. Transfers of shares of the Corporation
shall be made on the books of the Corporation by the holder or record thereof or
by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the Secretary and on surrender of the
certificate or certificates representing such shares. The Corporation shall be
entitled to treat the holder of record of any shares as the absolute owner
thereof for all purposes and, accordingly, shall not be obligated to recognize
any legal, equitable, or other claim to or interest in such shares on the part
of any other person, whether or not it or they shall have express of other
notice thereof, except as otherwise expressly provided by statute; provided,
however, that whenever any transfer of shares shall be made for collateral or
security and not absolutely and written notice thereof shall be given to the
Secretary, such fact shall be expressed in the entry of the transfer.
Notwithstanding anything to the contrary contained in these Bylaws, the
Corporation shall not be required or permitted to make any transfer of shares of
the Corporation which, if made, would violate the provisions of any agreement
restricting the transfer of shares of the Corporation to which the Corporation
shall be a party; provided, however, that the restriction upon the transfer of
the shares represented by any share certificate shall be set forth or referred
to upon the certificate.

   Section 5. Regulations. Subject to the provisions of this Article VII, the
Board of Directors may make such rules and regulations as it may deem expedient
concerning the issuance, transfer, and registration of certificates for shares
of the Corporation.

   Section 6. Lost, Destroyed, and Mutilated Certificates. The holder of any
shares shall immediately notify the Corporation of any loss, destruction, or
mutilation of the certificate therefor and the Board of Directors, in its
discretion, may cause to be issued to him or her a new certificate or
certificates upon surrender of the mutilated certificate or, in case of loss or
destruction of the certificate, upon satisfactory proof of such loss or
destruction. The Board of Directors, in its discretion, may require the owner of
the lost or destroyed certificate or his or her legal representative to give the
Corporation a bond, in such amount (not exceeding twice the value of such
shares) and with such surety or sureties as it may direct, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate.

   Section 7. Fixing of Record Dates. The Board of Directors shall have the
power to fix in advance a date, not more than sixty (60) nor less than ten (10)
days, preceding the date of any meeting of shareholders, the date for the
payment of any dividend or allotment of any right, the date when any change,
conversion, or exchange of shares shall go into effect, or for the purpose of
any other action, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting, entitled to receive
payment of any such dividend or allotment of any right, entitled to exercise the
rights in respect to any such change, conversion, or exchange of shares, or
entitled to participate in or be entitled to the benefit of any such other
action. Whenever a record date has been so fixed, only shareholders of record on
such date shall be entitled to notice of and to vote at such meeting, to receive
payment of any such dividend or allotment of any right, to exercise such rights
in respect to any such change, conversion, or exchange of shares, or to
participate in or be entitled to the benefit of any such other action.

Exhibit 3.5       Page  15 of 17

<PAGE>

   Section 8. Refusal to Register Transfer. The Corporation shall not register
any transfer of securities issued by the Corporation in any transaction that
qualifies for the exemption from registration requirements specified by the
provisions of Regulation S, unless such transfer is made in accordance with the
provisions of Regulation S.



                                  ARTICLE VIII
                              Dividends and Surplus

   Subject to any restrictions imposed by statute, the Board of Directors from
time to time, in its discretion, may fix and vary the amount of the working
capital of the Corporation and determine what, if any, dividends shall be
declared and paid to the shareholders out of the surplus of the Corporation. The
Board of Directors, in its discretion, may use and apply any surplus in
purchasing or acquiring any of the shares of the Corporation in accordance with
law or any of its bonds, debentures, or other obligations, or from time to time
may set aside from such surplus such amount or amounts as it, in its absolute
discretion, may deem proper as a reserve fund to meet contingencies or for
equalizing dividends, for the purpose of maintaining or increasing the property
or business of the Corporation, or for any other purposes it may deem consistent
with the best interest of the Corporation. All such surplus, until actually
declared in dividends or used and applied as aforesaid, shall be deemed to be so
set aside by the Board of Directors for one or more of said purposes.

                                   ARTICLE IX
                                Corporation Seal

   The Corporation shall have a corporate seal which shall be in circular
form, shall bear the name of the Corporation and the words and figures denoting
its organization under the laws of the State of and the year thereof and
otherwise shall be in such form as shall be approved from time to time by the
Board of Directors.

                                   ARTICLE X
                                  Fiscal Year

   The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE XI
                                  Accountants

   The Board of Directors of the Corporation from time to time shall designate
the independent accountants of the Corporation.

                                  ARTICLE XII
                                  Amendments

   All Bylaws of the Corporation shall be subject to amendment, alteration, or
repeal, and new Bylaws not inconsistent with any provision of the Certificate of

Exhibit 3.5       Page  16 of 17

<PAGE>

Incorporation of the Corporation or any provision of law may be made, by the
shareholders or by the Board of Directors, except as otherwise expressly
required by statute. Any Bylaw adopted, amended, or repealed by the shareholders
may be amended or repealed by the Board of Directors, unless the resolution of
the shareholders adopting such Bylaw expressly reserves the right to amend or
repeal it only to the shareholders.

                                ARTICLE XIII

                              Force and Effect

   These Bylaws are subject to the provisions of the Delaware General
Corporation Law and the Certificate of Incorporation, as the same may be amended
from time to time. If any provision in these Bylaws is inconsistent with an
express provision of either of the Delaware General Corporation Law or the
Certificate of Incorporation, the provision of the Delaware General Corporation
Law or the Certificate of Incorporation, as the case may be, shall govern,
prevail and control the extent of such inconsistency.



Exhibit 3.5       Page  17 of 17

<PAGE>