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                                                                     Exhibit 3.4

                                  BY-LAW NO. 2

                  A by-law respecting the borrowing of money and the issuing of
securities by:

                               MEDIA SYNERGY INC.

                        (herein called the "Corporation")

BE IT ENACTED as a by-law of the Corporation as follows:

1. Without limiting the borrowing powers of the Corporation as set forth in the
Ontario Business Corporations Act (the "Act"), the Directors of the Corporation
may, from time to time without the authorization of the Shareholders:

         (a)      borrow money upon the credit of the Corporation;

         (b)      issue, re-issue, sell or pledge debt obligations of the
                  Corporation;

         (c)      subject to Section 20 of the Act, give a guarantee on behalf
                  of the Corporation to secure performance of an obligation of
                  any person; and

         (d)      charge, mortgage, hypothecate, pledge or otherwise create a
                  security interest in all or any property of the Corporation,
                  owned or subsequently acquired, to secure any obligation of
                  the Corporation.

2. The Directors may, from time to time, by resolution delegate any or all of
the powers referred to in paragraph 1 of this by-law to a director, a committee
of directors or one or more officers of the Corporation.

                 ENACTED by the Directors and sealed with the Corporation's seal

the 4th           day of            August 1993

                                                     /s/ Paul Chen
                                                  ------------------------------
                                                     Paul Chen         President

                                                                (Corporate Seal)


                                                     /s/ Sing Li
                                                  ------------------------------
                                                     Sing Li           Secretary

                                                                (Corporate Seal)
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         Resolved that the foregoing by-law is hereby enacted by the directors
of the Corporation, pursuant to the Ontario Business Corporations Act is
evidenced by the respective signatures hereto of all the directors.

         Dated the         4th       day of August,  1993

/s/ Paul Chen                                /s/ Sing Li
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    Paul Chen                                Sing Li

         In lieu of confirmation at a general meeting of the shareholders, we
the undersigned, being all of the shareholders of the Corporation entitled to
vote at a meeting of shareholders, hereby confirm in writing the foregoing
by-law in accordance with the Ontario Business Corporations Act.

         Dated the          4th     day of  August,  1993

                                             /s/ Mina Chen
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Paul Chen                                    Mina Chen


/s/ Pi-Hsia Hsiao
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Pi-Hsia Hsiao