By-Laws - GT Interconnect Services U.S. Corp.


                      GT INTERCONNECT SERVICES U.S. CORP.

                     (HEREINAFTER CALLED THE 'CORPORATION')

                                    BY-LAWS



                                   ARTICLE I

                            MEETING OF STOCKHOLDERS
                            -----------------------

          Section 1.  Place of Meeting and Notice.  Meetings of the stockholders
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of the Corporation shall be held at such place either within or without the
State of Delaware as the Board of Directors may determine.

          Section 2.  Annual and Special Meetings.  Annual meetings of
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stockholders shall be held, at a date, time and place fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors and
to transact such other business as may properly come before the meeting.
Special meetings of the stockholders may be called by the President for any
purpose and shall be called by the President or Secretary if directed by the
Board of Directors or requested in writing by the holders of not less than 25%
of the capital stock of the Corporation.  Each such stockholder request shall
state the purpose of the proposed meeting.

          Section 3.  Notice.  Except as otherwise provided by law, at least 10
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and not more than 60 days before each meeting of stockholders, written notice of
the time, date nd place of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given to each
stockholder.

          Section 4.  Quorum.  At any meeting of stockholders, the holders of
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record, present in person or by proxy, of a majority of the Corporation's issued
and outstanding capital stock shall constitute a quorum for the transaction of
business, except as otherwise provided by law.  In the absence of a quorum, any
officer entitled to preside at or to act as secretary of the meeting shall have
power to adjourn the meeting from time to time until a quorum is present.

          Section 5.  Voting.  Except as otherwise provided by law, all matters
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submitted to a meeting of stockholders shall be decided by vote of the holders
of record, present in person or by proxy, of a majority of the Corporation's
issued and outstanding capital stock.

 
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                                  ARTICLE II

                                   DIRECTORS
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          Section 1.  Number, Election and Removal of Directors.  The number of
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Directors that shall constitute the Board of Directors shall not be less than
one or more than fifteen.  The first Board of Directors shall consist of two
Directors.  Thereafter, within the limits specified above, the number of
Directors shall be determined by the Board of Directors or the stockholders.
The Directors shall be elected by stockholders at their annual meeting.
Vacancies and newly created directorships resulting from any increase in the
number of Directors may be filled by a majority of the Directors then in office,
although less thana quorum, or by the sole remaining Director or by the
stockholders.  A Director may be removed with or without cause by the
stockholders.

          Section 2.  Meetings.  Regular meetings of the Board of Directors
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shall be held at such times and places as may from time to time be fixed by the
Board of Directors or as may be specified in a notice of meeting.

          Section 3.  Quorum.  One-third of the total number of Directors shall
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constitute a quorum for the transaction of business.  If a quorum is not present
at any meeting of the Board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present.  Except as otherwise provided by law,
the Certificate of Incorporation of the Corporation, these By-Laws or any
contract or agreement to which the Corporation is a party, the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors.

          Section 4.  Committees.  The Board of Directors may, by resolution
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adopted by a majority of the whole Board, designate one or more committees,
including, without limitation, an Executive Committee, to have and exercise such
power and authority as the Board of Directors shall specify.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another Director to act at the
absent or disqualified member.

          Section 5.  Duties and Powers.  The business of the Corporation shall
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be managed by or under the direction of the 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.  Actions of the Board.  Unless otherwise provided 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 member of the Board of Directors or
committee, as the case may be,

 
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consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or Directors or committee.


                                  ARTICLE III

                                    OFFICERS
                                    --------

          The officers of the Corporation shall consist of a Present, a Vice
President, a Secretary, a Treasurer and such other additional officers with such
titles as the Board of Directors shall determine, all of which shall be chosen
by and shall serve at the pleasure of the Board of Directors.  Such officers
shall have the usual powers and shall perform all the usual duties incident to
their respective offices.  All officers shall be subject to the supervision and
direction of the Board of Directors.  The authority, duties or responsibilities
of any officer of the Corporation may be suspended by the President with or
without cause.  Any officer elected or appointed by the Board of Directors may
be removed by the Board of Directors with or without cause.


                                   ARTICLE IV

                                INDEMNIFICATION
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          To the fullest extent permitted by the Delaware General Corporation
Law, the corporation shall indemnify any current or former Director or officer
of the Corporation and may, at the discretion of the Board of Directors,
indemnify any current or former employee or agent of the Corporation against all
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding brought by or in the right of the
Corporation or otherwise, to which he was or is a party by reason of his current
or former position with the Corporation or by reason of the fact that he is or
was serving, at the request of the Corporation, as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

          Expenses incurred by a person who is or was a director or officer of
the Corporation in appearing at, participating in or defending any such action,
suit or proceeding shall be paid by the Corporation at reasonable intervals in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized by this Article.  If a claim under
this Article is not paid in full by the Corporation within ninety days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be paid
also the expense of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for expense incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if

 
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any is required, has been tendered to the Corporation) that the claimant has not
met the standards of conduct which make it permissible under the Delaware
General Corporation Law or other applicable law for the corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation.  Neither the failure of the Corporation (including
its board of directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law or other applicable law, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.


                                   ARTICLE V

                               GENERAL PROVISIONS
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          Section 1.  Notices.  Whenever any statute, the Certificate of
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Incorporation or these By-Laws require notice to be given to any Director or
stockholder, such notice may be given in writing by mail, addressed to such
Director or stockholder at his address as it appears in the records of the
Corporation, with postage thereon prepaid.  Such notice shall be deemed to have
been given when it is deposited in the United States mail.  Notice to Directors
may also be given personally or by telegram, telex or cable.

          Section 2.  Waivers of Notice.  Whenever any notice is required by
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law, the Certificate of Incorporation or these By-laws, to be given to any
director, member of committee or stockholder, a waiver thereof in writing,
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 objection, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

          Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be
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fixed by the Board of Directors.

 
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                                   ARTICLE VI

                                   AMENDMENTS
                                   ----------

          Section 1.  These By-laws may be altered, amended or repealed, in
whole or in part, or new By-laws may be adopted by the majority vote of the
entire Board of Directors.

          Section 2.  Entire Board of Directors.  As used in this Article VI and
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in these By-laws generally, the term 'entire Board of Directors' means the total
number of the directors which the Corporation would have if there were no
vacancies.