BY-LAWS
                                       OF
                               QUOTA-PHONE, INC.


                                 ARTICLE FIRST
                                    OFFICES

         PART 1. PRINCIPAL OFFICE. - The principal office of the corporation
shall be located in the City of New Rochelle, County of Westchester, State of
New York.

         PART 2. OTHER OFFICES. - The corporation may have other offices, either
in or outside the State of New York, as shall be designated from time to time by
the Board of Directors.


                                 ARTICLE SECOND
                                  SHAREHOLDERS

         PART 1. LOCATION OF MEETINGS. - Shareholders' meetings may be held at
such locations, either in or outside the State of New York, as shall be
designated by the directors and set forth in the notice of the meeting.

         PART 2. NOTICE OF ANNUAL MEETING. - Notice of the annual meeting shall
be given to each shareholder entitled to vote, at least ten days in advance of
said meeting.

         PART 3. ANNUAL MEETING. - The annual shareholders' meeting for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held in each year subsequent to the year of
incorporation on

         PART 4. NOTICE OF SPECIAL MEETING. - Notice of a special meeting,
stating the names of those calling the meeting, the time, place and purpose or
purposes thereof, shall be given to each shareholder entitled to vote, at least
ten days in advance of said meeting.

         PART 5. SPECIAL MEETINGS. - Special shareholders' meetings may be
called by the President or Secretary and must be called by either of them upon
the written request of the holders of twenty-five percent of the shares
outstanding and entitled to vote.

         PART 6. QUORUM. - The holders of a majority of shares entitled, to vote
shall constitute a quorum for all purposes, except as otherwise provided by
statute or the Certificate of Incorporation.

         PART 7. VOTING. - Every shareholder entitled to vote may vote in person
or by proxy, and shall have one vote for each share of stock registered in his
name unless otherwise provided in the Certificate of Incorporation.




         PART 8. ADJOURNED MEETINGS. - Shareholders' meetings may be adjourned
to a designated time and place by a vote of a majority of the shareholders
present. Notice of such an adjourned meeting need not be given, other than by
announcement at the meeting, and any business may be transacted which might have
been transacted at the meeting as originally called.

         PART 9. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS. - Whenever, by any
provision of statute or of the Certificate of Incorporation or of these By-Laws,
the vote of shareholders at a meeting is required or permitted to be taken in
connection with any corporate action, the meeting and vote of shareholders may
be dispensed with, if all the shareholders who would have been entitled to vote
upon the action if such meeting were held, shall consent in writing to such
corporate action.


                                 ARTICLE THIRD
                                   DIRECTORS

         PART 1. NUMBER. - The number of directors of the corporation shall be
three (3), who shall hold office for the term of one year and until successors
are elected and qualify. The number of directors, who need not be shareholders,
may be increased or decreased by amendment to these By-Laws by a majority of the
Board of Directors or by the shareholders. The number of directors may be less
than three only when shares are owned by less than three shareholders, but in
such event the number of directors may not be less than the number of
shareholders. In the case of one (1) director, such director must be the sole
shareholder.

         PART 2. POWERS. - The Board of Directors may, in accordance with the
laws of the State of New York, the Certificate of Incorporation and these
By-Laws, adopt such rules and regulations for the conduct of its meetings, the
exercise of its powers and the management of the business of the corporation as
it may deem proper.

         In addition, the directors may exercise all powers of the corporation
and carry out all lawful acts which are not required to be exercised or done by
the shareholders as provided by statute, the Certificate of Incorporation or
these By-Laws.

         PART 3. MEETINGS AND QUORUM. - Meetings of the Board may be held,
either in or outside the State of New York, provided a quorum be in attendance.
Unless otherwise provided by the Certificate of Incorporation or the laws of the
State of New York, a majority of the directors shall constitute a quorum at any
meeting of the Board and the vote of a majority of a quorum shall constitute the
act of the Board.

         Unless restricted by the Certificate of Incorporation or elsewhere in
these By-Laws, members of the Board of Directors or any committee designated by
such board may participate in a meeting of such board or committee by means of
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 such meeting.

         Regular meetings of the Board of Directors may be scheduled by a
resolution adopted by the Board. The Chairman of the Board or the President or
Secretary may call, and if requested by any two directors, must call a special
meeting of the Board and give five days' notice by mail, or two days' notice
personally or by telegraph or cable to each director. The Board of Directors may
hold an annual meeting, without notice, immediately after the annual meeting of
shareholders.

         PART 4. VACANCIES AND REMOVAL. - Unless otherwise provided in the
Certificate of Incorporation or in the following paragraph, vacancies occurring
in the membership of the Board of Directors, from whatever cause arising
(including vacancies occurring by reason of the removal of directors without
cause and newly created directorships resulting from any increase in the
authorized number of directors), may be filled by a majority vote of the
remaining directors, though less than a quorum, or such vacancies may be filled
by the shareholders.

         Unless the Certificate of Incorporation provides for cumulative voting
or the election of one or more directors by class or their election by holders
of bonds, or requires all action by shareholders to be by a greater vote, any
one or more of the directors may be removed, (a) with or without cause, at any
time, by vote of the shareholders holding a majority of the outstanding shares
of the corporation entitled to vote, present in person or by proxy, at any
special meeting of the shareholders or, (b) for cause, by action of the Board of
Directors at any regular or special meeting of the Board. A vacancy or vacancies
occurring from such removal may be filled at the special meeting of shareholders
or at a regular or special meeting of the Board of Directors.

         PART 5. COMMITTEES. - The Board of Directors, by resolution adopted by
a majority of the entire Board, may designate from its members an Executive
Committee or other committee or committees, each consisting of three or more
members, with such powers and authority (as are permitted by law) as may be
provided in said resolution.

         PART 6. DIRECTOR ACTION WITHOUT MEETINGS. - 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, as the case may be, consent in writing to the adoption of a
resolution authorizing the action, and the resolution and written consents
thereto are filed with the minutes of the proceeding of the Board of Directors
or committee.


                                 ARTICLE FOURTH
                                    OFFICES

         PART 1. PRIMARY OFFICES. - The primary offices of the corporation shall
be a President, one or more Vice-Presidents, a Treasurer and a Secretary, who
shall be elected annually by the directors. The Board of Directors may elect a
Chairman of the Board of Directors and may




appoint such other offices and agents with such powers and duties as it shall
deem necessary. Except for the offices of President and Secretary, any two
offices or more may be held by one person. The offices of President and
Secretary may be held by one person if there is only one shareholder of the
corporation. Vacancies occurring among any of the offices shall be filled by the
directors. Any office may be removed at any time by the affirmative vote of a
majority (unless the Certificate of Incorporation provides otherwise) of the
directors present at a regular meeting of directors or at a special meeting of
directors called for that purpose.

         PART 2. THE CHAIRMAN OF THE BOARD. - The Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of the Board of
Directors and shall perform such other duties as may be assigned by the Board of
Directors or the Executive Committee.

         PART 3. THE PRESIDENT. - The President, who need not be a director,
shall, in the absence or non-election of a Chairman of the Board, preside at all
meetings of the shareholders and directors. While the directors are not in
session, he shall have general management and control of the business and
affairs of the corporation.

         PART 4. THE VICE-PRESIDENT. - The Vice-President, of if there are more
than one, the senior Vice-President, as determined by the Board of Directors, in
the absence or disability of the President, shall exercise the powers and
perform the duties of the President and each Vice-President shall exercise such
other powers and perform such other duties as shall be prescribed by the
directors.

         PART 5. THE TREASURER. - The Treasurer shall have custody of all funds,
securities and evidences of indebtedness of the corporation; he shall receive
and give receipts and acquittances for moneys paid in on account of the
corporation, and shall pay out of the funds on hand all bills, payrolls, and
other just debts of the corporation, of whatever nature, upon maturity; he shall
enter regularly in books to be kept by him for that purpose, full and accurate
accounts of all moneys received and paid out by him on account of the
corporation, and he shall perform all other duties incident to the office of
Treasurer and as may be prescribed by the directors.

         PART 6. THE SECRETARY. - The Secretary shall keep the minutes of all
proceedings of the directors and of the shareholders; he shall attend to the
giving and serving of all notices to the shareholders and directors or other
notice required by law or by these By-Laws; he shall affix the seal of the
corporation to deeds, contracts and other instruments in writing requiring a
seal, when duly signed or when so ordered by the directors; he shall have charge
of the certificate books and stock books and such other books and papers as the
Board may direct, and he shall perform all other duties incident to the office
of Secretary.

         PART 7. SALARIES. - The salaries of all officers shall be fixed by the
Board of Directors, and the fact that any officer is a director shall not
preclude him from receiving a salary as a officer, or from voting upon the
resolution so providing.




                                  ARTICLE FIFTH
                                  CAPITAL STOCK

         PART 1. FORM AND EXECUTION OF CERTIFICATES. - Certificates of stock
shall be in such form as required by the laws of the state of New York and as
shall be adopted by the Board of Directors. They shall be numbered and
registered in the order issued; shall be signed by the Chairman or a
Vice-Chairman of the Board (if any) or by the President or a Vice-President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the corporate seal or a facsimile thereof. When
such a certificate is countersigned by a transfer agent or registered by a
registrar, the signatures of any such officers may be facsimile.

         PART 2. TRANSFER. - Transfer of shares shall be made only upon the
books of the corporation by the registered holder in person or by attorney, duly
authorized, and upon surrender of the certificate or certificates for such
shares properly assigned for transfer.

         PART 3. LOST OR DESTROYED CERTIFICATES. - The holder of any certificate
representing shares of stock of the corporation, may notify the corporation of
any loss, theft or destruction thereof, and the Board of Directors may
thereupon, in its discretion, cause a new certificate for the same number of
shares, to be issued to such holder upon satisfactory proof of such loss, theft
or destruction, and the deposit of indemnity by way of bond or otherwise, in
such form and amount and with such surety or sureties as the Board of Directors
may require, to indemnify the corporation against loss or liability by reason of
the issuance of such new certificate.

         PART 4. RECORD DATE. - In lieu of closing the books of the corporation,
the Board of Directors may fix, in advance, a date, not exceeding fifty (50)
days, no less than ten (10) days, as the record date for the determination of
shareholders entitled to receive notice of, or to vote, at any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payments of any
dividends, or allotment of any rights, or for the purpose of any other action.

                                 ARTICLE SIXTH
                                 MISCELLANEOUS

         PART 1. DIVIDENDS. - The directors may declare dividends from time to
time upon the capital stock of the corporation from the surplus or net profits
available therefor.

         PART 2. SEAL. - The directors shall provide a suitable corporate seal
which shall be in the charge of the Secretary and shall be used as authorized by
the By-Laws.

         PART 3. FISCAL YEAR. - The fiscal year of the corporation shall be
determined from time to time by resolution duly adopted by the Board of
Directors.




         PART 4. CHECKS, NOTES, ETC. - Checks, notes, drafts, bills of exchange
and orders for the payment of money shall be signed or endorsed in such manner
as determined by the directors.

         The funds of the corporation shall be deposited in such bank or trust
company, and checks drawn against such funds shall be signed in such manner as
may be determined by the directors.

         PART 5. NOTICE AND WAIVER OF NOTICE. - Any notice required to be given
under these By-Laws may be waived by the person entitled thereto, in writing, by
telegram or cable, and the presence of any person at a meeting shall constitute
waiver of notice thereof as to such person.

         When notice is required by these By-Laws to be given, personal notice
is not meant unless expressly stated; any notice so required shall be deemed to
be sufficient if given by depositing it in a post office or post box in. a
sealed wrapper, addressed to such shareholder, officer or directors, at such
address as appears on the books of the corporation and such notice shall be
deemed to have been given on the day of such deposit.

                                ARTICLE SEVENTH
                                   AMENDMENTS

         PART 1. BY SHAREHOLDERS. - These By-Laws may be amended at any
shareholders' meeting by vote of the shareholders holding a majority (unless the
Certificate of Incorporation requires a larger vote) of the outstanding shares
having voting power, present either in person or by proxy, provided notice of
the amendment is included in the notice or waiver of notice of such meeting.

         PART 2. BY DIRECTORS. - The Board of Directors may also amend these
By-Laws at any regular or special meeting of the Board by a majority (unless the
Certificate of Incorporation requires a larger vote) vote of the entire Board,
but any By-Laws so made by the Board may be altered or repealed by the
shareholders.