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

ARTICLE I

OFFICES

     Section 1.  The Corporation shall have and maintain within the State of
Delaware a registered office at such place as may be designed by the Board
of Directors.

     Section 2.  The Corporation may also have offices at such other places, 
both within and without the State of Delaware, as the Board of Directors may 
from time to time designate or the business of the Corporation may require.

ARTICLE II

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 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 dully 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 
that 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 his 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 some other address, in which case it shall 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 IV

DIRECTORS

     Section 1.  The Board of Directors of the Corporation shall consist of 
three (3) members.  The number of directors constituting the entire Board 
may be increased to not more than nine (9) by resolution of the Board of 
Directors.

     Section 2.  Directors need not be residents of the State of Delaware 
nor stockholders of the Corporation.  The directors shall be elected at each 
annual meeting of the stockholders, but if any such annual meeting is not 
held, or the directors are not elected thereat, the directors may be elected 
at any special meeting of the stockholders held for that purpose.  The term 
of office of each of the directors shall be one (1) year, which shall 
continue until his successor has been elected and qualified.

     Section 3.  Any one or more of the directors may be removed, with or 
without cause, at any time, by a vote of the stockholders holding a majority 
of the stock, at any special meeting called for that purpose.

     Section 4.  Vacancies in the Board occurring between annual meetings 
shall be filled for the unexpired portion of the term by a majority of the 
remaining directors.

     Section 5.  The business affairs of the Corporation shall be managed by 
its Board of Directors, which may exercise all such powers of the Corporation 
and do all such lawful acts and things as are not by statute or by the 
certificate of incorporation or by these by-laws directed or required to be 
exercised or done by the stockholders.

     Section 6.  The directors may keep the books of the Corporation, except 
such as are required by law to be kept within the State, outside the State 
of Delaware, at such place or places as they may from time to time determine.

     Section 7.  The Board of Directors, by the affirmative vote of a 
majority of the directors then in office, and irrespective of any personal 
interest of any of its members, shall have authority to establish reasonable 
compensation of all directors for services to the Corporation as directors, 
officers or otherwise.

ARTICLE V

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.  Meetings of the Board of Directors, regular or special, may 
be held either within or without the State of Delaware, at such places as 
the Board may from time to time determine.

     Section 2.  Regular meetings of the Board of Directors may be held 
without notice at such time as the Board may from time to time determine.  
Special meetings of the Board of Directors may be called by the Chairman or 
the President on three days' notice to each director, either personally, 
by mail or by facsimile or telegram; special meetings shall be called by the 
Chairman, the President or the Secretary, in like manner and on like notice, 
on the written request of a majority of the Board of Directors.

     Section 3.  Notice of a meeting need not be given to any director who 
submits a signed waiver of notice, whether before or after the meeting, or 
who attends the meeting without protesting prior thereto or at its 
commencement, the lack of notice.  Neither the business to be transacted at, 
nor the purpose of, any regular or special meeting of the Board of Directors 
need be specified in the notice or waiver of notice of such meeting.

     Section 4.  A majority of the entire Board of Directors shall constitute 
a quorum for the transaction of business unless a greater or lesser number is 
required by law or by the certificate of incorporation.  The vote 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, unless the vote of a 
greater number is required by law or by the certificate of incorporation.  
If a quorum shall not be present at any meeting of directors, the directors 
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 5.  Any action required or permitted to be taken by the Board of 
Directors, or any committee thereof, may be taken without a meeting if all 
members of the Board of Directors, or the committee, consent in writing to 
the adoption of a resolution authorizing the action.  Any such resolution 
and the written consents thereto by the members of the Board of Directors or 
the committee shall be filed with the minutes of the proceedings of the 
Board of Directors or the committee.

     Section 6.  Any one or more members of the Board of Directors, or any 
committee thereof, may participate in a meeting of such Board or committee 
by means of a conference telephone or similar communications equipment 
allowing all persons participating in the meeting to hear each other at the 
same time.  Participation by such means shall constitute presence in person 
at a meeting.

ARTICLE VI

COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1.  The Board of Directors, by resolution adopted by a majority 
of the entire Board, may designate, from among its members, an executive 
committee and other committees, each consisting of two or more directors, 
and each of which, to the extent provided in the resolution, shall have all 
the authority of the Board, except as otherwise required by law.  Vacancies 
in the membership of the committee shall be filled by the Board of Directors 
at a regular or special meeting of the Board of Directors.  All committees 
created by the Board shall keep regular minutes of their proceedings and 
report the same to the Board at the regular meeting of the Board immediately 
subsequent to any such committee proceeding.

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 the 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 VIII

OFFICERS

     Section 1.  The officers of the Corporation shall be appointed by the 
Board of Directors and shall be a Chairman of the Board, a President, a 
Treasurer and a Secretary.  The Board of Directors may also appoint one or 
more Vice Presidents, and one or more Assistant Secretaries and Assistant 
Treasurers.

     Section 2.  The Board of Directors, at its first meeting after each 
annual meeting of stockholders, shall appoint a Chairman, a President, a 
Treasurer and a Secretary, none of whom need to be a member of the Board.  
Any two or more offices may be held by the same person, except that there 
shall always be two persons who hold offices which entitle them to sign 
instruments and stock certificates.

     Section 3.  The Board of Directors may appoint such other officers and 
agents as it shall deem necessary who shall hold their offices for such 
terms and shall exercise such powers and perform such duties as shall be 
determined from time to time by the Board of Directors.

     Section 4.  the salaries of all officers and agents of the Corporation 
shall be fixed by the Board of Directors.

     Section 5.  The officers of the Corporation, unless removed by the 
Board of Directors as herein provided, shall hold office until their 
successors are chosen and qualify or until their earlier death, resignation 
or removal.  Any officer elected or appointed by the Board of Directors may 
be removed at any time, with or without cause, by the affirmative vote of a 
majority of the Board of Directors.  Any officer may resign his office at 
any time upon written notice to the Corporation.  Any vacancy occurring in 
any office of the Corporation shall be filled by the Board of Directors.

     Section 6.  In the event of the absence of any officer of the 
Corporation or for any other reason that the Board of Directors may deem 
sufficient, the Board of Directors may at any time or from time to time 
delegate all or any part of the powers or duties of any officer to any other 
officer or officers or to any director or directors.

CHAIRMAN

     Section 7.  The Chairman shall exercise such authority and control over 
the affairs of the Corporation, subject to the control of the Board of 
Directors, as are implied by the position of Chairman of the Board.  The 
Chairman shall preside at all meetings of the Board of Directors and 
stockholders of the Corporation and shall perform such other duties as may 
be assigned to him by the Board of Directors.

PRESIDENT

     Section 8.  The President shall exercise such authority and control 
over the affairs of the Corporation, subject to the control of the Board of 
Directors and the Chairman, as are implied by the position of President.  In 
the absence of the Chairman, the President shall preside at all meetings of 
the Board of Directors and stockholders of the Corporation and shall perform 
such other duties as may be assigned to him by the Board of Directors or the 
Chairman, under whose supervision he shall be.

THE VICE PRESIDENTS

     Section 9.  If there shall be appointed a Vice President, or Vice 
Presidents, the Vice Presidents, in the order determined by the Board of 
Directors shall, in the absence or disability of the Chairman and the 
President, perform the duties and exercise the powers of the Chairman and 
the President and shall perform such duties and have such other powers as may 
be prescribed by the Board of Directors, the Chairman or the President, under 
whose supervision he or they shall be.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 10.  The Secretary shall give, or cause to be given, notice of 
all meetings of the stockholders and special meetings of the Board of 
Directors, and shall perform such other duties as may be prescribed by the 
Board of Directors or the Chairman or the President, under whose supervision 
he shall be.  The Secretary shall record all the proceedings of the meetings 
of the stockholders and of the Board of Directors in a book to be kept for 
that purpose.  In the absence of the Secretary, the Chairman of the meeting 
shall appoint another officer to record such proceedings.  The Secretary 
shall have custody of the corporate seal of the Corporation and he, or an 
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his signature or by 
the signature of such Assistant Secretary.  The Board of Directors may give 
general authority to any other officer to affix the seal of the Corporation 
and to attest the affixing by his signature.

     Section 11.  The Assistant Secretary or, if there be more than one, the 
Assistant Secretaries in the order determined by the Board of Directors, 
shall, in the absence or disability of the Secretary, perform the duties and 
exercise the powers of the Secretary and shall perform such other duties and 
have such other powers as the Board of Directors may from time to time 
prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 12.  The Treasurer shall have the custody of the corporate funds 
and securities and shall keep full and accurate accounts of receipts and 
disbursements in books belonging to the Corporation and shall deposit all 
moneys and other valuable effects in the name and to the credit of the 
Corporation in such depositories as may be designed by the Board of Directors.

     Section 13.  The Treasurer shall disburse the funds of the Corporation 
as may be ordered by the Board of Directors, taking proper vouchers for such 
disbursements, and shall render to the Chairman and the Board of Directors at 
its regular meetings, or when the Board of Directors so requires, an account
of all his transactions as Treasurer and of the financial condition of the 
Corporation.

     Section 14.  If required by the Board of Directors, the Treasurer shall 
give the Corporation a bond in such sum and with such surety or sureties as 
shall be satisfactory to the Board of Directors for the faithful performance 
of the duties of his office and for the restoration to the Corporation, in 
case of his death, resignation, retirement or removal from office, of all 
books, papers, vouchers, money and other property of whatever kind in his 
possession or under his control belonging to the Corporation.

     Section 15.  The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and 
have such other powers as the Board of Directors may from time to time
prescribe.

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 of 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.

FIXED RECORD DATE

     Section 5.  For the purposes of determining stockholders
entitled to notice of or to vote at any meeting or 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
days 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 it was created.

CHECKS

     Section 3.  All check or demands for money and notes
of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from
time to time designate.

FISCAL YEAR

     Section 4.  The fiscal year of the Corporation shall be 
fixed by resolution of the Board of Directors.

SEAL

     Section 5.  The corporate seal shall have inscribed 
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware."  the seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or in any manner reproduced.

ARTICLE XII

AMENDMENTS

     These by-laws may be amended or replaced 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.