EXHIBIT 3.02



                    BY-LAWS OF COLLEGELINK.COM INCORPORATED

Section 1. CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1  These  by-laws  are subject to the certificate of incorporation of the
corporation.  In  these  by-laws, references to the certificate of incorporation
and  by-laws  mean  the  provisions  of the certificate of incorporation and the
by-laws as are from time to time in effect.

Section 2. OFFICES

     2.1  Registered  Office.  The  registered office shall be in  the  City  of
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Wilmington,  County  of  New  Castle,  State  of  Delaware.

     2.2  Other  Offices.  The  corporation  may also have offices at such other
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places  both  within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.

Section 3. STOCKHOLDERS

     3.1 Location of Meetings. All meetings of the stockholders shall be held at
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such place either within or without the State of Delaware as shall be designated
from  time  to  time  by  the  board  of directors. Any adjourned session of any
meeting shall be held at the place designated in the vote of adjournment.

     3.2  Annual  Meeting.  The  annual meeting of stockholders shall be held at
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10:00 a.m. on the second Thursday in November in each year (unless that day be a
legal  holiday  at  the place where the meeting is to be held, in which case the
meeting  shall  be  held at the same hour on the next succeeding day not a legal
holiday)(the  "Specified  Date")  or  at  such  other  date and time as shall be
designated  from  time  to  time  by the board of directors, at which they shall
elect  a  board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     3.3  Special  Meeting  in  Place  of  Annual  Meeting.  If the election for
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directors  shall  not  be  held  on  the  day  designated  by these by-laws, the
directors  shall cause the election to be held as soon thereafter as convenient,
and  to  that  end,  if the annual meeting is omitted on the day herein provided
therefor  or  if  the election of directors shall not be held thereat, a special
meeting  of  the  stockholders  may  be held in place of such omitted meeting or
election,  and  any business transacted or election held at such special meeting
shall  have  the same effect as if transacted or held at the annual meeting, and
in  such  case  all  references  in  these  by-laws to the annual meeting of the
stockholders,  or  to the annual election of directors, shall be deemed to refer
to or include such special meeting. Any such special meeting shall be called and
the purposes thereof shall be specified in the call, as provided in Section 3.4.

     3.4  Notice of Annual Meeting. Written notice of the annual meeting stating
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the  place,  date  and  hour  of  the meeting shall be given to each stockholder
entitled  to  vote  at  such  meeting not less than ten nor more than sixty days
before  the  date  of  the  meeting.  Such notice may specify the business to be
transacted  and actions to be taken at such meeting. No action shall be taken at
such  meeting  unless  such  notice is given, or unless waiver of such notice is
given  by  the  holders  of  outstanding  stock having not less than the minimum
number  of  votes necessary to take such action at a meeting at which all shares
entitled  to  vote  thereon  were  voted.  Prompt  notice of all action taken in
connection  with  such  waiver  of notice shall be given to all stockholders not
present or represented at such meeting.

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     3.5  Other  Special Meetings. Special meetings of the stockholders, for any
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purpose or purposes, unless otherwise prescribed by law or by the certificate of
incorporation, may be called by chairman of the board or the president and shall
be  called  by  the  president  or  the secretary at the request in writing of a
majority  of  the  board  of  directors. Such request shall state the purpose or
purposes  of  the  proposed meeting and business to be transacted at any special
meeting of the stockholders.

     3.6  Notice of Special Meeting. Written notice of a special meeting stating
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the  place,  date  and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before  the  date  of  the meeting, to each stockholder entitled to vote at such
meeting.  No  action shall be taken at such meeting unless such notice is given,
or  unless  waiver  of  such notice is given by the holders of outstanding stock
having  not  less than the minimum number of votes necessary to take such action
at  a  meeting  at  which all shares entitled to vote thereon were voted. Prompt
notice  of  all  action  taken in connection with such waiver of notice shall be
given to all stockholders not present or represented at such meeting.

     3.7 Notice of Stockholder Business at a Meeting of the Stockholders. Unless
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otherwise  prescribed  by  law  or  by  the  certificate  of  incorporation, the
following  provisions of this Section 3.7 shall apply to the conduct of business
at  any  meeting  of  the  stockholders.  (As used in this Section 3.7, the term
annual meeting shall include a special meeting in lieu of an annual meeting.)

     (a)     At  any  meeting  of  the stockholders, only such business shall be
conducted  as  shall  have  been  brought before the meeting (i) pursuant to the
Corporation's  notice  of  meeting,  (ii) by or at the direction of the board of
directors or (iii) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in paragraph (b) of this
Section 3.7, who shall be entitled to vote at such meeting and who complies with
the  notice  procedures  set  forth  in  paragraph  (b)  of  this  Section  3.7.

     (b)  For  business  to  be  properly  brought  before  any  meeting  of the
stockholders  by a stockholder pursuant to clause (iii) of paragraph (a) of this
Section 3.7, the stockholder must have given timely notice thereof in writing to
the  Secretary  of the Corporation. To be timely, a stockholder's notice must be
delivered  to  or  mailed and received at the principal executive offices of the
Corporation  (i)  in the case of an annual meeting, not less than sixty days nor
more  than  ninety  days  prior  to  the  Specified  Date,  regardless  of  any
postponements,  deferrals  or  adjournments  of  that  meeting  to a later date;
provided,  however,  that  if  the  annual  meeting of stockholders or a special
meeting in lieu thereof is to be held on a date prior to the Specified Date, and
if less than seventy days' notice or prior public disclosure of the date of such
annual  or  special  meeting  is  given or made, notice by the stockholder to be
timely  must be so delivered or received not later than the close of business on
the  tenth  day following the earlier of the date on which notice of the date of

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such  annual or special meeting was mailed or the day on which public disclosure
was  made of the date of such annual or special meeting; and (ii) in the case of
a  special  meeting (other than a special meeting in lieu of an annual meeting),
not  later  than  the tenth (10th) day following the earlier of the day on which
notice  of  the  date  of  the  scheduled meeting was mailed or the day on which
public disclosure was made of the date of the scheduled meeting. A stockholder's
notice  to  the  Secretary  shall  set  forth  as to each matter the stockholder
proposes  to  bring  before  the meeting (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 address, as they appear on the
Corporation's  books,  of  the stockholder proposing such business, the name and
address  of  the beneficial owner, if any, on whose behalf the proposal is made,
and the name and address of any other stockholders or beneficial owners known by
such  stockholder  to be supporting such proposal, (iii) the class and number of
shares  of  the  Corporation  which are owned beneficially and of record by such
stockholder  of  record,  by  the  beneficial owner, if any, on whose behalf the
proposal  is  made  and  by any other stockholders or beneficial owners known by
such  stockholder to be supporting such proposal, and (iv) any material interest
of  such  stockholder of record and/or of the beneficial owner, if any, on whose
behalf the proposal is made, in such proposed business and any material interest
of  any  other stockholders or beneficial owners known by such stockholder to be
supporting  such proposal in such proposed business, to the extent known by such
stockholder.

     (c)  Notwithstanding anything in these by-laws to the contrary, no business
shall  be  conducted  at  a meeting except in accordance with the procedures set
forth  in  this  Section  3.7. The person presiding at the meeting shall, if the
facts  warrant,  determine  that  business  was  not properly brought before the
meeting  and  in accordance with the procedures prescribed by these by-laws, and
if  he  should  so  determine,  he  shall so declare at the meeting and any such
business  not  properly  brought  before  the  meeting  shall not be transacted.
Notwithstanding  the  foregoing  provisions  of  this Section 3.7, a stockholder
shall  also  comply  with all applicable requirements of the Securities Exchange
Act  of  1934,  as  amended  (or  any  successor  provision),  and the rules and
regulations  thereunder  with  respect  to the matters set forth in this Section
3.7.

     (d)  This  provision  shall  not  prevent the consideration and approval or
disapproval  at  the meeting of reports of officers, directors and committees of
the  board  of  directors, but, in connection with such reports, no new business
shall  be  acted upon at such meeting unless properly brought before the meeting
as herein provided.

     3.8 Stockholder List. The officer who has charge of the stock ledger of the
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corporation  shall  prepare  and make, at least ten days before every meeting of
stockholders,  a  complete  list  of  the  stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such  list  shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten  days  prior  to  the  meeting,  either at a place within the city where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting,  or, if not so specified, at the place where the meeting is to be held.
The  list  shall  also be produced and kept at the time and place of the meeting
during  the  whole  time thereof, and may be inspected by any stockholder who is
present.

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     3.9  Quorum  of Stockholders. The holders of a majority of the stock issued
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and  outstanding  and entitled to vote thereat, present in person or represented
by  proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction  of  business  except  as  otherwise  required  by  law,  or  by the
certificate  of  incorporation or by these by-laws. Except as otherwise provided
by  law,  no  stockholder  present at a meeting may withhold his shares from the
quorum count by declaring his shares absent from the meeting.

     3.10 Adjournment. Any meeting of stockholders may be adjourned from time to
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time to any other time and to any other place at which a meeting of stockholders
may  be held under these by-laws, which time and place shall be announced at the
meeting,  by a majority of votes cast upon the question, whether or not a quorum
is  present.  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  original  meeting.  If  the adjournment is for more than thirty days, or if
after  the  adjournment  a new record date is fixed for the adjourned meeting, a
notice  of  the  adjourned  meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     3.11  Proxy  Representation. Every stockholder may authorize another person
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or  persons  to  act  for  him by proxy in all matters in which a stockholder is
entitled  to participate, whether by waiving notice of any meeting, objecting to
or  voting  or  partici-pating  at  a  meeting, or expressing consent or dissent
without  a  meeting.  Every  proxy  must  be signed by the stockholder or by his
attorney-in-fact.  No  proxy shall by voted or acted upon after three years from
its  date  unless such proxy provides for a longer period. Except as provided by
law,  a revocable proxy shall be deemed revoked if the stockholder is present at
the  meeting  for  which  the  proxy  was  given. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy  may  be made irrevocable regardless of whether the interest with which it
is  coupled is an interest in the stock itself or an interest in the corporation
generally. The authorization of a proxy may but need not be limited to specified
action, provided, however, that if a proxy limits its authorization to a meeting
or  meetings  of stockholders, unless otherwise specifically provided such proxy
shall  entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.

     3.12  Inspectors.  If  required  to  do  so  by Section 231 of the Delaware
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General  Corporation Law or other applicable law or regulation, the directors or
the  person  presiding  at  the  meeting shall appoint one or more inspectors of
election  and any substitute inspectors to act at the meeting or any adjournment
thereof.  If  not  so  required,  the  directors  or the person presiding at the
meeting may, but need not, appoint such inspectors and substitute inspectors. In
either  event,  the  inspectors and substitute inspectors shall have such duties
and  responsibilities  as  are required by applicable law or regulation and such
other duties and responsibilities not inconsistent therewith as the directors or
the person presiding at the meeting shall deem appropriate.

     3.13  Action  by Vote. When a quorum is present at any meeting, whether the
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same  be  an original or an adjourned session, a plurality of the votes properly
cast for election to any office shall elect to such office and a majority of the
votes  properly cast upon any question other than an election to an office shall
decide  the  question,  except  when  a  larger  vote is required by law, by the
certificate  of  incorporation  or by these by-laws. No ballot shall be required
for any election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election.

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     3.14  No Action by Consent. Any action required or permitted to be taken by
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the  stockholders  of  the  corporation  must  be effected at a duly constituted
annual or special meeting of such holders and may not be effected by any consent
in writing by such stockholders.

Section 4. DIRECTORS

     4.1  Number.  The  board shall consist of not less than three nor more than
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twelve  directors,  the number of which shall be determined from time to time by
resolution  adopted  by  affirmative  vote  of  a  majority of directors then in
office.  Subject  to  the  foregoing and to the provisions of the certificate of
incorporation, the number of directors may be increased or decreased at any time
or  from  time to time by vote of a majority of directors then in office, except
that  such  decrease  by  vote  of  directors  shall  only  be made to eliminate
vacancies existing by reason of the death, resignation or removal of one or more
directors.  The directors shall be elected at the annual meeting of stockholders
except  as  provided  in  Section  4.4  of  these by-laws. directors need not be
stockholders.

     4.2  Tenure. The directors shall be classified with respect to the time for
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which they shall severally hold office by dividing them into three classes, each
consisting  of  one-third of the whole number of the board of directors, and all
directors  shall hold office until their successors are chosen and qualified, or
until  their  earlier  death, resignation, or removal. At the first meeting held
for  election  of  the  board  of  directors  pursuant  to  such classification,
directors  of the first class shall be elected for a term of one year; directors
of  the  second class shall be elected for a term of two years; directors of the
third  class  shall  be  elected  for  a term of three years; and at each annual
election  thereafter,  successors to the directors whose terms shall expire that
year shall be elected to hold office for a term of three years, so that the term
of office of one class of directors shall expire in each year.

     4.3  Powers.  The  business of the corporation shall be managed by or under
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the  direction  of  the board of directors which shall have and may exercise all
the  powers of the corporation and do all such lawful acts and things as are not
by  law,  the certificate of incorporation or these by-laws directed or required
to be exercised or done by the stockholders.

     4.4 Vacancies. Except as otherwise provided by law or by the certificate of
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incorporation,  vacancies and any newly created directorships resulting from any
increase  in  the  number of directors shall be filled only by a majority of the
directors  then  in  office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future  date,  a  majority  of the directors then in office, including those who
have  resigned,  shall have power to fill such vacancy or vacancies, the vote or
action  by  writing thereon to take effect when such resignation or resignations
shall  become  effective.  The  directors  shall have and may exercise all their
powers  notwithstanding  the existence of one or more vacancies in their number,
subject  to any requirements of law or of the certificate of incorporation or of
these  by-laws  as  to  the number of directors required for a quorum or for any
vote or other actions.

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     4.5 Nomination of Directors.
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     The  following provisions of this Section 4.5 shall apply to the nomination
of persons for election to the board of directors.

     (a)  Nominations  of  persons for election to the board of directors of the
corporation  may be made (i) by or at the direction of the board of directors or
(ii) by any stockholder of the corporation who is a stockholder of record at the
time  of giving of notice provided for in paragraph (b) of this Section 4.5, who
shall  be  entitled to vote for the election of directors at the meeting and who
complies  with  the notice procedures set forth in paragraph (b) of this Section
4.5.

     (b)  Nominations by stockholders shall be made pursuant to timely notice in
writing  to  the  Secretary  of  the  corporation. To be timely, a stockholder's
notice  shall  be delivered to or mailed and received at the principal executive
offices  of  the corporation, not less than sixty days nor more than ninety days
prior  to  the  Specified  Date,  regardless  of any postponements, deferrals or
adjournments  of  that  meeting  to a later date; provided, however, that if the
annual  meeting  of  stockholders  or a special meeting in lieu thereof is to be
held  on  a  date  prior  to  the Specified Date, and if less than seventy days'
notice  or prior public disclosure of the date of such annual or special meeting
is given or made, notice by the stockholder to be timely must be so delivered or
received  not  later  than  the close of business on the tenth day following the
earlier of the day on which notice of the date of such annual or special meeting
was  mailed  or  the day on which public disclosure was made of the date of such
annual  or  special meeting. Such stockholder's notice shall set forth (x) as to
each person whom the stockholder proposes to nominate for election or reelection
as  a  director  all  information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as  amended,  or pursuant to any other then existing statute, rule or regulation
applicable  thereto  (including  such person's written consent to being named in
the  proxy  statement as a nominee and to serving as a director if elected); (y)
as to the stockholder giving the notice (1) the name and address, as they appear
on  the corporation's books, of such stockholder and (2) the class and number of
shares  of  the corporation which are beneficially owned by such stockholder and
also which are owned of record by such stockholder; and (z) as to the beneficial
owner,  if any, on whose behalf the nomination is made, (1) the name and address
of  such  person and (2) the class and number of shares of the corporation which
are  beneficially owned by such person. The corporation may require any proposed
nominee  to  furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee as a director.
At  the  request of the board of directors, any person nominated by the board of
directors  for  election  as  a  director  shall furnish to the secretary of the
corporation  that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.

     (c)  No  person shall be eligible to serve as a director of the corporation
unless  nominated  in  accordance  with the procedures set forth in this Section
4.5.  The person presiding at the meeting shall, if the facts warrant, determine
that  a  nomination was not made in accordance with the procedures prescribed by
these by-laws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded. Notwithstanding the foregoing
provisions  of  this  Section  4.5,  a  stockholder  shall  also comply with all
applicable  requirements  of the Securities Exchange Act of 1934, as amended (or
any  successor provision), and the rules and regulations thereunder with respect
to the matters set forth in this by-law.

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     4.6  Committees.  The  board of directors may, by vote of a majority of the
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whole  board, (a) designate, change the membership of or terminate the existence
of  any committee or committees, each committee to consist of one or more of the
directors;  (b) designate one or more directors as alternate members of any such
committee  who  may  replace any absent or disqualified member at any meeting of
the  committee;  and (c) determine the extent to which each such committee shall
have  and may exercise the powers and authority of the board of directors in the
management  of  the business and affairs of the corporation, including the power
to  authorize  the  seal  of  the  corporation to be affixed to all papers which
require  it and the power and authority to declare dividends or to authorize the
issuance  of  stock;  excepting,  however,  such  powers  which  by  law, by the
certificate  of  incorporation  or  by these by-laws they are prohibited from so
delegating.  In  the absence or disqualification of any member of such committee
and  his alternate, if any, the member or members thereof present at any meeting
and  not  disqualified  from  voting,  whether or not constituting a quorum, may
unanimously  appoint  another  member  of  the  board of directors to act at the
meeting  in  the place of any such absent or disqualified member.- Except as the
board of directors may otherwise determine, any committee may make rules for the
conduct  of  its  business,  but  unless otherwise provided by the board or such
rules,  its business shall be conducted as nearly as may be in same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     4.7 Regular Meeting. Regular meetings of the board of directors may be held
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without call or notice at such place within or without the State of Delaware and
at such times as the board may from time to time determine, provided that notice
of  the first regular meeting following any such determination shall be given to
absent directors. A regular meeting of the directors may be held without call or
notice  immediately  after  and  at  the same place as the annual meeting of the
stockholders.

     4.8  Special  Meetings.  Special  meetings of the board of directors may be
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held  at  any  time  and  at  any  place within or without the State of Delaware
designated  in  the  notice  of  the meeting, when called by the chairman of the
board  or  president,  or  by  one-third  or  more  in  number of the directors,
reasonable  notice  thereof  being given to each director by the secretary or by
the  chairman  of  the board or president or by any one of the directors calling
the meeting.

     4.9  Notice.  It shall be reasonable and sufficient notice to a director to
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send  notice  by  mail  at least forty-eight hours or by telegram or telecopy at
least  twenty-four  hours  before  the meeting, addressed to him at his usual or
last  known  business or residence address or to give notice to him in person or
by  telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director  who  attends  the  meeting  without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver
of a notice need specify the purposes of the meeting.

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     4.10 Quorum. Except as may be otherwise provided by law, by the certificate
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of incorporation or by these by-laws, at any meeting of the directors a majority
of the directors then in office shall constitute a quorum; a quorum shall not in
any  case  be  less than one-third of the total number of directors constituting
the whole board. Any meeting may be adjourned from time to time by a majority of
the  votes  cast  upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.

     4.11  Action  by  Vote.  Except as may be otherwise provided by law, by the
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certificate  of  incorporation  or by these by-laws, when a quorum is present at
any  meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     4.12  Action  Without  a  Meeting.  Unless  otherwise  restricted  by  the
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certificate  of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may  be  taken  without  a  meeting  if all the members of- the board or of such
committee,  as  the case may be, consent thereto in writing, and such writing or
writings  are  filed  with  the  records of the meetings of the board or of such
committee.  Such  consent  shall  be  treated for all purposes as the act of the
board or of such committee, as the case may be.

     4.13  Participation  in  Meetings by Conference Telephone. Unless otherwise
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restricted  by the certificate of incorporation or these by-laws, members of the
board  of  directors or of any committee thereof may participate in a meeting of
such  board  or  committee  by  means  of  conference  telephone  or  similar
communications  equipment  by  means  of  which all persons participating in the
meeting  can  hear  each  other. Such participation shall constitute presence in
person at such meeting.

     4.14  Compensation.  Unless  otherwise  restricted  by  the  certificate of
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incorporation  or these by-laws, the board of directors shall have the authority
to  fix  from  time  to time the compensation of directors. The directors may be
paid  their  expenses,  if  any,  of  attendance at each meeting of the board of
directors  and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a  stated  salary  as director. No such payment shall preclude any director from
serving  the  corporation  or its parent or subsidiary corporations in any other
capacity  and  receiving  compensation therefor. The board of directors may also
allow  compensation for members of special or standing committees for service on
such committees.

     4.15 Interested Directors and Officers.
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     (a)  No  contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership,  association,  or  other  organization  in which one or more of the
corporation's  directors  or  officers  are  directors  or  officers,  or have a
financial  interest, shall be void or voidable solely for this reason, or solely
because  the director or officer is present at or participates in the meeting of
the  board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

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          (1)  The  material  facts as to his relationship or interest and as to
     the  contract  or  transaction  are  disclosed or are known to the board of
     directors  or  the  committee,  and  the  board  or committee in good faith
     authorizes  the  contract  or  transaction  by  the  affirmative votes of a
     majority  of  the  disinterested  directors,  even though the disinterested
     directors be less than a quorum; or

          (2)  The  material  facts as to his relationship or interest and as to
     the  contract or transaction are disclosed or are known to the stockholders
     entitled  to  vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (3)  The  contract  or transaction is fair as to the corporation as of
     the time it is authorized, approved or ratified, by the board of directors,
     a committee thereof, or the stockholders.

     (b)  Common  or  interested  directors  may  be  counted in determining the
presence  of  a  quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

     4.16  Resignation or Removal of Directors. Any director or the entire board
           -----------------------------------
of  directors may be removed for "Cause," as hereinafter defined, by the holders
of  a  majority  of  the stock issued and outstanding and entitled to vote at an
election  of  directors;  provided,  however,  that  the  directors elected by a
particular  class of stockholders may be removed only by the vote of the holders
of  a  majority  of the shares of such class. No director may be removed without
"Cause"  by  vote  of  the  stockholders. Any director may resign at any time by
delivering  a  resignation  in writing to the principal executive officer or the
secretary  or  to a meeting of the board of directors. Such resignation shall be
effective  upon receipt unless specified to be effective at some other time; and
without  in  either  case  the  necessity  of  its  being  accepted  unless  the
resignation  shall  so state. No director resigning and (except where a right to
receive  compensation  shall  be expressly provided in a duly authorized written
agreement  with  the  corporation)  no  director removed shall have any right to
receive  compensation  as  such director for any period following the director's
resignation  or  removal,  or  any  right to damages on account of such removal,
whether the director's compensation be by the month or by the year or otherwise;
unless  in  the case of a resignation, the directors, or in the case of removal,
the  body  acting  on  the removal, shall in their or its discretion provide for
compensation. For purposes of this Section 4.16, "Cause" means:

     (a) willful and continued material failure, refusal or inability to perform
one's  duties  to  the  corporation  or the willful engaging in gross misconduct
materially and demonstrably damaging to the corporation; or

     (b) conviction for any crime involving moral turpitude or any other illegal
act  that  materially  and  adversely  reflects  upon  the  business, affairs or
reputation  of  the  Company  or on one's ability to perform one's duties to the
corporation.

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<PAGE>

Section 5. NOTICES

     5.1  Form  of  Notice.  Whenever,  under  the  provisions of law, or of the
          ----------------
certificate of incorporation or of these by-laws, notice is required to be given
to  any  director or stockholder, such notice may be given 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.
Unless  written  notice  by  mail is required by law, written notice may also be
given  by  telegram,  cable,  telecopy,  commercial  delivery  service, telex or
similar  means,  addressed  to such director or stockholder at his address as it
appears  on  the  records of the corporation, in which case such notice shall be
deemed  to  be given when delivered into the control of the persons charged with
effecting  such  transmission,  the  transmission  charge  to  be  paid  by  the
corporation  or  the  person  sending such notice and not by the addressee. Oral
notice  or  other  in-hand  delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

     5.2  Waiver  of  Notice.  Whenever notice is required to be given under the
          ------------------
provisions  of law, the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the  time  stated therein, shall be deemed equivalent to notice. Attendance of a
person  at a meeting shall constitute a waiver of notice of such meeting, except
when  the  person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is  not  lawfully  called or convened. Neither the business to he transacted at,
nor  the  purpose of, any meeting of the stockholders, directors or members of a
committee of the directors need be specified in any written waiver of notice.

Section 6. OFFICERS AND AGENTS

     6.1  Enumeration: Qualification. The officers of the corporation shall be a
          --------------------------
president,  a  chairman  of  the  board, a treasurer, a secretary and such other
officers,  if  any,  as  the  board  of  directors  from time to time may in its
discretion  elect  or  appoint  including  without  limitation  one or more vice
presidents. Any officer may be, but none need be, a director or stockholder. Any
two or more offices may be held by the same person.

     6.2  Powers. Subject to law, to the certificate of incorporation and to the
          ------
other  provisions  of these by-laws, each officer shall have, in addition to the
duties  and  powers  herein  set  forth,  such duties and powers as are commonly
incident  to  his  office  and such additional duties and powers as the board of
directors may from time to time designate.

     6.3 Election. The board of directors at its first meeting after each annual
         --------
meeting  of  stockholders shall choose a president, a secretary and a treasurer.
Other  officers  may  be appointed by the board of directors at such meeting, at
any  other  meeting or by written consent. At any time or from time to time, the
directors  may delegate to any officer their power to elect or appoint any other
officer or any agents.

     6.4  Tenure.  Each officer shall hold office until the first meeting of the
          ------
board  of  directors  following  the next annual meeting of the stockholders and
until  his successor is elected and qualified unless a shorter period shall have
been specified in terms of his election or appointment, or in each case until he
sooner  dies,  resigns,  is  removed  or becomes disqualified. Each agent of the
corporation  shall retain his authority at the pleasure of the directors, or the
officer  by  whom  he  was  appointed  or  by  the  officer who then holds agent
appointive power.

                                       10
<PAGE>

     6.5  Chairman,  President  and  Vice  President.  The  chairman shall share
          ------------------------------------------
executive  authority  with  the  president.  The  president  shall  be the chief
executive officer and shall, with the chairman, have direct and active charge of
all  business  operations  of the corporation and shall, with the chairman, have
general  supervision  of  the entire business of the corporation, subject to the
control of the board of directors. The chairman shall preside at all meetings of
the stockholders and of the board of directors at which he is present, except as
otherwise voted by the board of directors.

     The  president  or  treasurer  shall  execute  bonds,  mortgages  and other
contracts  requiring  a  seal,  under  the seal of the corporation, except where
required  or  permitted  by  law  to be otherwise signed and executed and except
where  the  signing  and  execution  thereof shall be expressly delegated by the
board  of  directors to some other officer or agent of the corporation. Any vice
presidents shall have such duties and powers as shall be designated from time to
time  by  the  board  of  directors  or  by  the  president.

     6.6 Treasurer and Assistant Treasurers. The treasurer shall be in charge of
         ----------------------------------
the  corporation's  funds  and valuable papers, and shall have such other duties
and powers as may be assigned to him from time to time by the board of directors
or by the president.

     Any  assistant  treasurers  shall  have  such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
treasurer.

     6.7  Secretary  and  Assistant  Secretaries. The secretary shall record all
          --------------------------------------
proceedings  of the stockholders, of the board of directors and of committees of
the  board  of  directors  in  a book or series of books to be kept therefor and
shall  file  therein  all  writings  of, or related to, action by stockholder or
director consent. In the absence of the secretary from any meeting, an assistant
secretary,  or if there is none or he is absent, a temporary secretary chosen at
the  meeting,  shall record the proceedings thereof. Unless a transfer agent has
been  appointed,  the  secretary  shall  keep  or cause to be kept the stock and
transfer  records  of  the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each  stockholder.  The secretary shall have such other duties and powers as may
from time to time be designated by the board of directors or the president.

     Any  assistant  secretaries  shall  have such duties and powers as shall be
designated  from  time  to  time by the board of directors, the president or the
secretary.

     6.8  Resignation  and  Removal.  Any  officer  may  resign  at  any time by
          -------------------------
delivering  his resignation in writing to the president or the secretary or to a
meeting  of  the  board  of  directors. Such resignation shall be effective upon
receipt  unless specified to be effective at some other time, and without in any
case  the necessity of its being accepted unless the resignation shall so state.
The board of directors may at any time remove any officer either with or without
cause.  The board of directors may at any time terminate or modify the authority
of  any  agent.  No  officer  resigning  and  (except  where  a right to receive
compensation  shall be expressly provided in a duly authorized written agreement

                                       11
<PAGE>

with  the  corporation)  no  officer  removed  shall  have  any  right  to  any
compensation  as  such  officer  for  any  period  following  his resignation or
removal,  or  any  right  to  damages  on  account  of such removal, whether his
compensation  be by the month or by the year or otherwise; unless in the case of
a  resignation, the directors, or in the case of removal, the body acting on the
removal, shall in their or its discretion provide for compensation.

     6.9  Vacancies.  If  the  office  of  the president or the treasurer or the
          ---------
secretary  becomes  vacant,  the  directors  may  elect a successor by vote of a
majority  of  the  directors  then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that office may
choose a successor. Each such successor shall hold office for the unexpired term
of  his  predecessor,  and  in  the case of the president, the treasurer and the
secretary  until his successor is chosen and qualified, or in each case until he
sooner dies, resigns, is removed or becomes disqualified.

Section 7. CAPITAL STOCK

     7.1 Stock Certificates. Each stockholder shall be entitled to a certificate
         ------------------
stating  the  number and the class and the designation of the series, if any, of
the  shares  held  by  him,  in  such  form  as shall, in conformity to law, the
certificate of incorporation and the by-laws, be prescribed from time to time by
the  board  of directors. Such certificate shall be signed by the president or a
vice-president  and  (i)  the  treasurer  or  an assistant treasurer or (ii) the
secretary  or  an  assistant  secretary.  Any  of  or  all the signatures on the
certificate may be a facsimile. In case an officer, transfer agent, or registrar
who  has signed or whose facsimile signature has been placed on such certificate
shall  have  ceased to be such officer, transfer agent, or registrar before such
certificate  is issued, it may be issued by the corporation with the same effect
as  if  he  were  such  officer, transfer agent, or registrar at the time of its
issue.

     7.2  Lost Certificates. The board of directors may direct a new certificate
          -----------------
or  certificates  to  be  issued  in  place  of  any certificate or certificates
theretofore  issued  by  the  corporation  alleged  to have been lost, stolen or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate of stock to be lost, stolen or destroyed. When authorizing such
issue  of  a new certificate or certificates, the board of directors may, in its
discretion  and  as  a  condition precedent to the issuance thereof, require the
owner  of  such  lost,  stolen  or destroyed certificate or certificates, or his
legal  representative,  to advertise the same in such manner as it shall require
and/or  to give the corporation a bond in such sum as it may direct as indemnity
against  any  claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

Section 8. TRANSFER OF SHARES OF STOCK

     8.1  Transfer  on  Books.  Subject  to any restrictions with respect to the
          -------------------
transfer  of shares of stock, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate  therefor  properly  endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and  with  such proof of the authenticity of signature as the board of directors
or  the  transfer agent of the corporation may reasonably require. Except as may
be  otherwise  required  by law, by the certificate of incorporation or by these
by-laws,  the  corporation shall be entitled to treat the record holder of stock

                                       12
<PAGE>

as shown on its books as the owner of such stock for all purposes, including the
payment  of dividends and the right to receive notice and to vote or to give any
consent  with  respect  thereto  and  to  be  held  liable  for  such  calls and
assessments,  if  any,  as  may  lawfully  be  made  thereon,  regardless of any
transfer,  pledge  or other disposition of such stock until the shares have been
properly transferred on the books of the corporation.

     It  shall  be the duty of each stockholder to notify the corporation of his
post office address.

Section 9. GENERAL PROVISIONS

     9.1  Record  Date.  In  order  that  the  corporation  may  determine  the
          ------------
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  or to express consent to corporate action in writing
without  a  meeting,  or  entitled  to  receive payment of any dividend or other
distribution  or  allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other  lawful action, the board of directors may fix, in advance, a record date,
which  shall  not be more than sixty days nor less than ten days before the date
of  such  meeting,  nor  more than sixty days prior to any other action to which
such  record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of  the  meeting;  provided,  however, that the board of directors may fix a new
record date for the adjourned meeting. If no record date is fixed,

     (a)  The  record date for determining stockholders entitled to notice of or
to  vote  at  a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the  close of business on the day next preceding the day on which the meeting is
held;

     (b)  The  record  date  for  determining  stockholders  entitled to express
consent  to  corporate action in writing without a meeting, when no prior action
by  the  board  of  directors  is necessary, shall be the day on which the first
written consent is expressed; and

     (c)  The  record  date  for  determining stockholders for any other purpose
shall  be  at  the  close of business on the day on which the board of directors
adopts the resolution relating to such purpose.

     9.2  Dividends.  Dividends upon the capital stock of the corporation may be
          ---------
declared  by  the  board  of  directors  at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, in property, or
in  shares of the capital stock, subject to the provisions of the certificate of
incorporation.

     9.3  Payment of Dividends. 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  or  reserves  to  meet  contingencies, or for equalizing
dividends,  or  for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                       13
<PAGE>

     9.4  Checks.  All  checks 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.

     9.5  Fiscal  Year.  The  fiscal  year of the corporation shall begin on the
          ------------
first  of  January  in  each year and shall end on the last day of December next
following, unless otherwise determined by the board of directors.

     9.6  Seal.  The  board  of  directors may, by resolution, adopt a corporate
          ----
seal.  The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
corporation,  the year of its organization and the word "Delaware." The seal may
be  used  by  causing  it  or  a facsimile thereof to be impressed or affixed or
reproduced  or otherwise. The seal may be altered from time to time by the board
of directors.

Section 10. AMENDMENTS

     10.1  By  the  Board of Directors. These by-laws may be altered, amended or
           ---------------------------
repealed  or new by-laws may be adopted by the affirmative vote of a majority of
the  directors  present  at  any  regular  or  special  meeting  of the board of
directors at which a quorum is present.

     10.2  By  the  Stockholders.  Except as otherwise provided in Section 10.3,
           ---------------------
these  by-laws may be altered, amended or repealed or new by-laws may be adopted
by  the  affirmative  vote  of  the  holders  of a majority of the shares of the
capital  stock of the corporation issued and outstanding and entitled to vote at
any  regular  or  special  meeting  of  stockholders,  provided  notice  of such
alteration,  amendment, repeal or adoption of new by-laws shall have been stated
in the notice of such regular or special meeting.

     10.3  Certain  Provisions.  Notwithstanding any other provision of law, the
           -------------------
certificate of incorporation or these by-laws, and notwithstanding the fact that
a lesser percentage may be specified by law, the affirmative vote of the holders
of  at least two-thirds of the shares of capital stock of the corporation issued
and outstanding and entitled to vote shall be required to amend or repeal, or to
adopt  any  provision inconsistent with, Section 3.5, Section 3.7, Section 3.14,
Section 4 and Section 10 of these by-laws.

                                       14
<PAGE>

