BYLAWS



                                       OF



                              OMNICOM CAPITAL INC.



                                    ARTICLE I



                                  SHAREHOLDERS



      1.CERTIFICATE REPRESENTING STOCK. Every holder of stock in the corporation

shall be entitled to have a certificate signed by, or in the name of, the

corporation by the Chairman or Vice-Chairman of the Board of Directors, if any,

or by the President or a Vice-President and by the Treasurer or an Assistant

Treasurer or the Secretary or an Assistant Secretary of the corporation

certifying the number of shares owned by the holder in the corporation. Any and

all signatures on any such certificate may be facsimiles.



      The corporation may issue a new certificate of stock in place of any

certificate theretofore issued by it, alleged to have been lost, stolen, or

destroyed, and the Board of Directors may require the owner of any lost, stolen,

or destroyed certificate, or such owner's legal representative, to give the

corporation a bond sufficient to indemnify the corporation against any claim

that may be made against it on account of the alleged loss, theft, or

destruction of any such certificate or the issuance any such new certificate.



      2. STOCK TRANSFERS. Upon compliance with provisions restricting the

transfer or registration of transfer of shares of stock, if any, transfers or

registration of transfers of shares of stock of the corporation shall be made

only on the stock ledger of the corporation by the registered holder thereof, or

by his attorney thereunto authorized by power of attorney duly executed and

filed with the Secretary of the corporation or with a transfer agent or a

registrar, if any, and on surrender of the certificate or certificates for such

shares of stock properly endorsed and the payment of all taxes due thereon.



      3. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining the

shareholders entitled to notice of or to vote at any meeting of shareholders 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 the 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 seventy days before the date of such meeting,

nor more than seventy days prior to any other action. The record date for

determining shareholders 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

the record date for

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