EXCERPTS FROM AMENDED AND RESTATED BY-LAWS
                                      OF
                       AMERICOMM RESOURCES CORPORATION
                           (A Delaware Corporation)

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1.  All meetings of stockholders for the
election of directors shall be held at such place within or
without the State of Delaware as may be fixed from time to time
by the Board of Directors and stated in the notice of meeting or
in a duly executed waiver of notice thereof.

     Section 2.  Annual meetings of stockholders shall be
held on such date and at such time as may be fixed from time to 
time by the Board of Directors and stated in the notice of
meeting or in a duly executed waiver of notice thereof, at which
the stockholders shall elect, by a plurality vote, a Board of
Directors, and transact such other business as may properly be
brought before the meeting.

     Section 3.  Special meetings of stockholders may be
held at such time and place within or without the State of
Delaware as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

     Section 4.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute
or by the certificate of incorporation, may be called by the
Chairman, the President, the Board of Directors, or the holders
of not less than a majority of all the shares entitled to vote at
the meeting.

     Section 5.  Written notice of every meeting of
stockholders, stating the purpose or purposes for which the
meeting is called, the date and time and the place where it is to
be held and, if the list of stockholders required by Section 7,
Article X is not to be at such place at least ten days prior to
the meeting, the place where such list will be, shall be served,
not less than ten nor more than sixty days before the meeting,
either personally or by mail, upon each stockholder entitled to
vote at such meeting and upon each stockholder of record who, by
reason of any action proposed at such meeting, would be entitled 
to have his stock appraised if such action were taken.  If 
mailed, such notice shall be deemed given when deposited in the
mail directed to a stockholder at this address as it shall appear 
on the books of the Corporation unless he shall have filed with 
the Secretary of the Corporation a written request that notices
intended for him be mailed to the address designated in such request.
The attendance of any stockholder at a meeting, in person or by
proxy, shall constitute a waiver of notice by him, except when
the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or
convened.

ARTICLE III

QUORUM AND VOTING OF STOCK

     Section 1.  The holders of a majority of the shares of
stock issued and outstanding and entitled to vote, represented in
person or by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of 
incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders 
present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall 
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
Notice of the adjourned meeting shall be given when required by
law.

     Section 2.  If a quorum is present, the affirmative
vote of a majority of the shares of stock represented at the
meeting and entitled to vote shall be the act of the
stockholders, unless the vote of a greater or lesser number of
shares of stock is required by law or the certificate of
incorporation or pursuant to Article II, Section 2, above.

     Section 3.  Each outstanding share of stock having
voting power shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.  A stockholder 
may vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact.

     Section 4.  The Board of Directors in advance of any
stockholders' meeting may appoint one or more inspectors to act
at the meeting or any adjournment thereof.  If inspectors are not
so appointed, the person presiding at a stockholders' meeting
may, and, on the request of any stockholder entitled to vote
thereat, shall, appoint one or more inspectors.  In case any
person appointed as inspector fails to appear or act, the vacancy
may be filled by the Board in advance of the meeting or at the
meeting by the person presiding thereat.  Each inspector, before
entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his
ability.

     Section 5.  Whenever stockholders are required or
permitted to take any action by vote, such action may be taken
without a meeting, without prior notice and without a vote, if a
consent in writing setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.  Notice of taking such
action shall be given promptly to each stockholder that would
have been entitled to vote thereon at a meeting of stockholders
and that did not consent thereto in writing.

ARTICLE VII

NOTICES

     Section 1.  Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these
by-laws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and 
such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail.  Notice to
directors may also be given by facsimile or telegram.

     Section 2.  Whenever any notice of a meeting is
required to be given under the provisions of the statutes or
under the provisions of the certificate of incorporation or these
by-laws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to giving of such
notice.  Neither the business to be transacted at nor the purpose
of the meeting need be specified in any written waiver of notice.

ARTICLE IX

INDEMNIFICATION

     Section 1. any and every person made a party to any
action, suit or proceeding by reason of the fact that he, his
testator or intestate, is or was a director, officer, employee or
agent of this Corporation, or any corporation, partnership,
joint venture, trust or other enterprise which he served as such
at the request of this Corporation, shall be indemnified by the
Corporation, to the fullest extent permissible under the laws of
the State of Delaware, against any and all reasonable expenses
(including attorney's fees), judgments, fines and amounts paid in 
settlement actually and necessarily incurred by him in connection
with the defense of any such action, suit or proceeding.  Such
right of indemnification shall not be deemed exclusive of any 
other rights to which such person may be entitled apart from this
provision.  The Board of Directors is authorized to provide for
the discharge of the Corporation's responsibilities under this
Article by way of insurance or any other feasible and proper
means.

ARTICLE X

CERTIFICATE FOR SHARES

     Section 1.  Every holder of shares of stock in the 
Corporation shall be entitled to have a certificate certifying
the number of shares owned by him in the Corporation.  Each such
certificate shall be numbered and entered in the books of the
Corporation as they are issued.  They shall exhibit the holder's
name and the number of shares and shall be signed by the 
Chairman, the President or any Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the corporation and may be sealed with the
seal of the Corporation or a facsimile thereof.  When the
Corporation is authorized to issue shares of more than one class,
there shall be set forth upon the face or back of the certificate
a statement that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of the designation, 
relative rights, preferences, and limitations of the
shares of each class authorized to be issued, and, if the
Corporation is authorized to issue any class of preferred shares
in series, the designation, relative rights, preferences and
limitations of each such series so far as the same have been
fixed and the authority of the Board of Directors to designate
and fix the relative rights, preferences and limitations of other
series.

     Section 2.  The signatures of the officers of the
Corporation upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by
a registrar other than the Corporation itself or an employee of 
the Corporation.  In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.

LOST CERTIFICATES

     Section 3.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate theretofore issued by the Corporation alleged to have 
been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate has been lost or
destroyed.  when authorizing such issue of a new certificate, the
Board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such
indemnities as it deems adequate, to protect the Corporation from
any claim that may be made against it with respect to any such 
certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4.  Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and
the old certificate canceled and the transaction recorded upon
the books of the Corporation.

FIXING RECORD DATE

     Section 5.  For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to or dissent 
from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors shall fix, in advance, a
date as the record date for any such determination of
stockholders.  Such date shall not be more than sixty nor less
than ten days before the date of any meeting nor more than sixty
day prior to any other action.  When a determination of
stockholders of record entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof, unless the Board fixes a new record date for the
adjourned meeting.

REGISTERED STOCKHOLDERS

     Section 6.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends and to vote as such
owner, and shall be entitled to hold liable for calls and 
assessments a person registered on its books as the owner, and
the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
Delaware.

LIST OF STOCKHOLDERS

     Section 7.  A list of stockholders as of the record
date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any
meeting upon the request thereat or prior thereto of any 
stockholder.  If the right to vote at any meeting is challenged,
the inspectors of election, or person presiding thereat, shall
require such list of stockholders to be produced as evidence of
the right of the persons challenged to vote at such meeting and
all persons who appear from such list to be stockholders entitled
to vote thereat may vote at such meeting.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

     Section 1.  Subject to the provisions of the 
certificate of incorporation relating thereto, if any, dividends
may be declared by the Board of directors at any regular or
special meeting, pursuant to law.  Dividends may be paid in cash,
in shares of the capital stock or in the Corporation's bonds or
its property, including the shares or bonds of other
corporations, subject to any provisions of law and of the
certificate of incorporation.

     Section 2.  Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the directors shall deem to be in the best interest of 
the Corporation, and the directors may modify or abolish any such
reserve in the manner in which is was created.

ARTICLE XII

AMENDMENTS

     These by-laws may be amended or repealed or new by-laws
may be adopted by the stockholders entitled to vote or by the
Board of Directors, subject to the provisions of the Certificate
of Incorporation.