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                                                                    Exhibit 3.97


                                     BYLAWS

                                       OF

                  PROFESSIONAL SECURITY TELEVISION NETWORK INC.

                               ARTICLE 1: OFFICES

      1.01. Registered Office and Agent. The registered office and registered
agent of the corporation shall be as designated from time to time by the
appropriate filing by the corporation in the office of the Secretary of State of
the State of Delaware.

      1.02. Other Offices. The corporation may also have offices at other places
in or out of the State of Delaware as the board of directors may determine or as
the business of the corporation may require.

                             ARTICLE 2: STOCKHOLDERS

      2.01. Place of Meetings. Meetings of stockholders shall be held at the
time and place, in or out of the State of Delaware, as stated in any notice of a
meeting or in a waiver of such notice.

      2.02. Annual Meetings. Annual meetings of the stockholders shall be held
at a time, day and month to be selected by the corporation's board of directors.
At an annual meeting, the stockholders shall elect directors and transact such
other business as may properly be brought before the meeting.

      2.03. Voting List. At least ten (10) days before each meeting of
stockholders, a complete list of stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each and the number of
voting stock held by each, shall be prepared by the officer or agent having
charge of the stock transfer books. The list, for a period of ten (10) days
prior to the meeting, shall be kept on file at the registered office or
principal place of business of the corporation and shall be subject to
inspection by any stockholder at any time during usual business hours. The list
shall also be produced and kept open at the time and place of the meeting, and
shall be subject to the inspection of any stockholder during the whole time of
the meeting.
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      2.04. Special Meetings. Special meetings of the stockholders, unless
otherwise prescribed by statute, the certificate of incorporation, or these
bylaws, may be called by the president, the board of directors, or the holders
of not less than the percentage of all the capital stock entitled to vote at the
meeting as required by law to call such a meeting. Business transacted at a
special meeting shall be confined to the purpose or purposes stated in the
notice of such meeting.

      2.05. Notice of Meetings. Written or printed notice stating the place, day
and hour of a meeting and, in case of a special meeting, the purpose or purposes
for which such meeting is called, shall be delivered not less than ten (10) nor
more than sixty (60) days before the date of the meeting, either personally or
by mail, by or at the direction of the president, the secretary, or the officer
or person calling the meeting, to each stockholder entitled to vote at the
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the stockholder at his address as it
appears on the stock transfer records of the corporation, with postage thereon
prepaid.

      2.06. Quorum. Unless otherwise provided for in the certificate of
incorporation, the holders of a majority of the capital stock issued and
outstanding and entitled to vote at a meeting of the stockholders, present in
person or represented by proxy, shall be the requisite number of such
stockholders and shall constitute a quorum for the transaction of business.
Unless otherwise provided in the certificate of incorporation or these bylaws,
once a quorum is present at a meeting of stockholders, the stockholders
represented in person or by proxy at the meeting may conduct such business as
may be properly brought before the meeting until it is adjourned, and the
subsequent withdrawal from the meeting of any stockholder or the refusal of any
stockholder represented in person or by proxy to vote shall not affect the
presence of a quorum at the meeting. Unless otherwise provided in the
certificate of incorporation or these bylaws, the stockholders represented in
person or by proxy at a meeting of stockholders at which a quorum is not present
may adjourn such meeting until such time and to such place as may be determined
by a vote of the holders of a majority of the capital stock represented in
person or by proxy at such meeting.


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      2.07. Vote Required. With respect to any matter, other than the election
of directors or a matter for which the affirmative vote of the holders of a
specified portion of the capital stock entitled to vote is required by statute,
the affirmative vote of the holders of a majority of the capital stock entitled
to vote on any such matter and represented in person or by proxy at a meeting of
stockholders at which a quorum is present shall be the act of the stockholders.

      2.08 Method of Voting. Except as otherwise provided in the certificate of
incorporation, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of stockholders. At any
meeting of the stockholders, any stockholder having the right to vote may vote
either in person or by proxy executed in writing by the stockholder. A telegram,
telex cablegram, or similar transmission by the stockholder, or a photographic,
photostatic, facsimile, or similar reproduction of a writing executed by the
stockholder, shall be treated as an execution in writing. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in such proxy. Each proxy shall be revocable unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest as provided by applicable law. Each proxy shall be filed with the
secretary of the corporation prior to or at the time of the meeting. Voting for
directors shall be in accordance with Section 3.06 of these bylaws. Any vote may
be taken by voice or by show of hands unless someone entitled to vote objects,
in which case written ballots shall be used.

      2.09 Record Date, Closing Transfer Books. The board of directors may fix
in advance a record date for the purpose of determining stockholders entitled to
notice of, or to vote at, a meeting of the stockholders or any reconvening
thereof, or entitled to receive a distribution by the corporation or a share
dividend, or in order to make a determination of stockholders for any other
proper purpose, the record date to be not less than ten (10) nor more than sixty
(60) days prior to the meeting; or the board of directors may close the stock
transfer records for such purpose for a period of not less than ten (10) nor
more than sixty (60) days prior to such meeting. In the absence of any action by
the board of directors, the date upon which the notice of the meeting is mailed,
or the date on which the resolution of


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the board of directors declaring such distribution or share dividend is
declared, shall be the record date.

      2.10 Order of Business at Meetings. The order of business at all meetings
of stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting, other than a special meeting,
at which a quorum is present may be changed by a majority of the votes cast at
such meeting by the stockholders present in person or represented by proxy and
entitled to vote at the meeting. With respect to special meetings, only business
within the purpose or purposes described in the notice of the special meeting
may be conducted at a special meeting of the stockholders.

                              ARTICLE 3: DIRECTORS

      3.01 Management. The business and affairs of the corporation shall be
managed under the direction of the board of directors who 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 bylaws) directed or
required to be exercised or done by the stockholders.

      3.02 Number: Qualification: Election: Term. The board of directors shall
consist of not less than one (1) nor more than five (5) directors, and within
that maximum and minimum shall be such number as shall be from time to time
specified by resolution of the board of directors; provided, however, no
director's term shall be shortened by reason of a resolution reducing the number
of directors; and further provided that the number of directors constituting the
initial board of directors shall be as provided in the certificate of
incorporation and shall remain at such number unless and until changed by
resolution of the board of directors. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Sections 3.03 and 3.05
hereof. Each director elected shall hold office until his successor shall be
elected and shall qualify.

      3.03 Change in Number. The number of directors may be increased or
decreased from time to time by amendment to these bylaws but no decrease shall
have the effect of shortening the term of any incumbent director. Any
directorship to be filled by


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reason of an increase in the number of directors may be filled by the board of
directors for a term of office continuing only until the election of one or more
directors by the stockholders or may be filled by election at an annual meeting
or at a special meeting of stockholders called for that purpose; provided,
however, the board of directors may fill no more than two such directorships
during the period between any two annual meetings of stockholders.
Notwithstanding the provisions of this Section 3.03 to the contrary, whenever
the holders of any class or series of capital stock are entitled to elect one or
more directors by the provisions of the certificate of incorporation, any
vacancies in such directorships and any newly created directorships of such
class or series to be filled by reason of an increase in the number of such
directors may be filled by the affirmative vote of a majority of the directors
elected by such class or series then in office or by a sole remaining director
so elected, or by the vote of the holders of the outstanding capital stock of
such class or series, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding capital
stock as a whole unless otherwise provided in the certificate of incorporation.

      3.04 Removal. Any director may be removed either for or without cause at
any special or annual meeting of stockholders, by the affirmative vote of a
majority of capital stock of the stockholders present, in person or by proxy, at
such meeting and entitled to vote for the election of such director if notice of
intention to act upon such matter shall have been given in the notice calling
such meeting.

      3.05 Vacancies. Subject to the provisions of Section 3.03 and 3.04, any
vacancy occurring in the board of directors (by death, resignation, removal or
otherwise) may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.

      3.06 Election of Directors. Unless otherwise provided in the certificate
of incorporation, directors shall be elected by a plurality of the votes cast by
the holders of capital stock entitled to vote in the election of directors at a
meeting of stockholders at which a quorum is present.


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      3.07 Place of Meetings. Meetings of the board of directors, regular or
special, may be held in or out of the State of Delaware.

      3.08 First Meetings. The first meeting of a newly elected board of
directors shall be held without further notice immediately following the annual
meeting of stockholders, and at the same place, unless by unanimous consent of
the directors then elected and serving, the time or place is changed.

      3.09 Regular Meetings. Regular meetings of the board of directors may be
held without notice at such time and place as shall from time to time be
determined by the board.

      3.10 Special Meetings. Special meetings of the board of directors may be
called by the chairman of the board or president on five (5) days' notice to
each director, either personally, by mail, telegram or telefax. Special meetings
shall be called by the president or secretary in like manner and on like notice
upon the written request of two directors. Except as otherwise expressly
provided by statute, the certificate of incorporation, or these bylaws, neither
the business to be transacted at, nor the purpose of, any special meeting need
be specified in a notice or waiver of notice.

      3.11 Quorum: Majority Vote. At meetings of the board of directors a
majority of the number of directors fixed by these bylaws (less any unfilled
vacancies) shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, except as otherwise specifically
provided by statute, the certificate of incorporation, or these bylaws. If a
quorum is not present at a 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 a quorum is present.

      3.12 Compensation. By resolution of the board of directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the board
of directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and


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receiving compensation therefor.

      3.13 Procedure. At meetings of the board of directors, business shall be
transacted in such order as the board of directors may determine. The board of
directors shall keep regular minutes of its proceedings. The minutes shall be
placed in the minute book of the corporation.

      3.14 Interested Directors and Officers.

            (a) Validity. If Subsection (b) of this Section is satisfied, no
      contract or other transaction between the corporation and any of its
      directors or officers or any corporation,partnership, association, or
      other organization in which any of them have a financial interest or is
      otherwise directly or indirectly interested, shall be void or voidable
      solely because of this relationship or because of the presence of the
      director or officer at the meeting authorizing the contract or
      transaction, or his participation or vote in the meeting or authorization.

            (b) Disclosure, Approval; Fairness. Subsection (a) shall apply only
      if:

                  (i) the material facts of the relationship or interest of each
            such director or officer are known or disclosed:

                    (A) to the board of directors or applicable committee
                    thereof and it nevertheless in good faith authorizes the
                    contract or transaction by a majority of the disinterested
                    directors present, even though such disinterested directors
                    be less than a quorum; or

                    (B) to the stockholders at a meeting of the stockholders and
                    they nevertheless in good faith approve the contract or
                    transaction by a majority of capital stock present; or

                  (ii) the contract or transaction is fair to the corporation as
            of the time it is authorized or ratified


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            by the board of directors, the applicable committee thereof or the
            stockholders.

            (C) Non-Exclusive. This provision shall not be construed to
      invalidate a contract or transaction which would be valid in the absence
      of this provision.

      3.15 Presumption of Assent. A director of the corporation who is present
at any meeting of the board of directors or applicable committee thereof at
which action on any matter is taken shall be presumed to have assented to the
action unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

                              ARTICLE 4: COMMITTEES

      4.01 Designation. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees.

      4.02 Number; Qualification; Term. Each committee shall consist of one or
more directors and may have one or more alternative members who may, subject to
any limitations imposed by the board of directors, replace absent or
disqualified members at any meeting of that committee. Each committee member
shall serve as such until the earliest of (a) the expiration of his term as
director, (b) his resignation as a committee member or director, or (C) his
removal as a committee member or director.

      4.03 Authority. Each committee, to the extent provided in the resolution
establishing such committee, shall have and may exercise any or all of the
authority of the board of directors in the management of the business and
affairs of the corporation. However, no committee shall have the authority of
the board in reference to:

            (a) amending the certificate of incorporation, except that a
      committee may, to the extent provided in the


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      resolution designating the committees or in the certificate of
      incorporation or the bylaws, exercise the authority vested in it in
      accordance with Section 141(c) of the Delaware General Corporations Law;

            (b) approving a plan of merger or share exchange;

            (C) recommending to the stockholders the sale, lease or exchange of
      all or substantially all of the property and assets of the corporation
      otherwise than in the usual and regular course of its business;

            (d) recommending to the stockholders a voluntary dissolution of the
      corporation or a revocation thereof;

            (e) amending, altering, or repealing these bylaws or adopting new
      bylaws;

            (f) filling vacancies in or removing members of the Board of
      directors or of any committee appointed by the board of directors;

            (g) filling any directorship to be filled by reason of an increase
      in the number of directors;

            (h) electing or removing officers or members of any committee;

            (i) fixing the compensation of any committee member;

            (j) altering or repealing any resolution of the board of directors
      which by its terms provides that it shall not be so amendable or
      repealable;

            (k) declaring a distribution;

            (l)issuing stock in the corporation; or

            (m) proposing a reduction of the stated capital of the corporation.

      4.04 Change in Number. The number of members of any


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committee may be increased or decreased from time to time by resolution adopted
by a majority of the whole board of directors.

      4.05 Removal. Any member of a committee may be removed by the affirmative
vote of a majority of the whole board of directors, whenever in its judgment the
best interests of the corporation will be served thereby.

      4.06 Vacancies. A vacancy occurring in a committee (by death, resignation,
removal or otherwise) may be filled by the board of directors in the manner
provided for original designations in Section 4.01 hereof.

      4.07 Meetings. The time, place and notice (if any) of committee meetings
shall be determined by the committee.

      4.08 Quorum: Majority Vote. At meetings of any committee, a majority of
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
committee, except as otherwise specifically provided by statute, the certificate
of incorporation or these bylaws. If a quorum is not present at a meeting of any
committee, the members present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present.

      4.09 Compensation. By resolution of the board of directors, the members of
any committee may be paid their expenses, if any, of attendance at each meeting
of the committee and may be paid a fixed sum for attendance at each meeting of
the committee or a stated salary as a committee member. No such payment shall
preclude any committee member from serving the corporation in any other capacity
and receiving compensation therefor.

      4.10 Procedure. Each committee shall keep regular minutes of its
proceedings and report the same to the board of directors when required. The
minutes of the proceedings of each committee shall be placed in the minute book
of the corporation.

      4.11 Responsibility. The designation of any committee and the delegation
of authority to it shall not operate to relieve the board of directors, or any
member thereof, of any


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responsibility imposed upon it or him by law.

                   ARTICLE 5: PROVISIONS RELATING TO MEETINGS

      5.01 Notice of Meetings. Whenever by statute, the certificate of
incorporation, these bylaws or otherwise, notice is required to be given to a
director, committee member or stockholder, and no provision is made as to how
the notice shall be given, it shall not be construed to mean personal notice,
but any such notice may be given: (a) in writing, by mail, postage prepaid,
addressed to the director, committee member or stockholder at the address
appearing on the books of the corporation; or (b) in any other method permitted
by law. Any notice required or permitted to be given by mail shall be deemed
given at the time when the same is thus deposited in the United States mails.

      5.02 Waiver of Notice. Whenever by statute, the certificate of
incorporation, these bylaws or otherwise, notice is required to be given to a
director, committee member or stockholder, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated in such notice, shall be equivalent to the giving of such notice.
Attendance at a meeting shall constitute a waiver of notice of such meeting,
except where a person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

      5.03 Telephone and Similar Meetings. Stockholders, directors or committee
members may participate in and hold a meeting by means of a conference telephone
or similar communications equipment by means of which persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

      5.04 Action Without Meeting. Any action which may be taken, or is required
by law, the certificate of incorporation or these bylaws to be taken, at a
meeting of stockholders, directors or any committee members may be taken without
notice and without a meeting if a consent in writing, setting forth the action
so


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taken, shall be signed by (a) in the case of stockholders, either (I) all of the
stockholders entitled to vote with respect to such action, or (ii) if the
certificate of incorporation so provide, by the holder or holders of capital
stock having not less than the minimum number of votes that would be necessary
to take such action at a meeting at which the holders of all capital stock
entitled to vote on the action were present and voted, and (b) in the case of
directors or committee members, all of such members of the board of directors or
committee, as the case may be, entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect, as of the
date stated therein, as a unanimous vote of such stockholders, directors or
committee members, as the case may be, and may be stated as such in any document
filed with the Secretary of State of Delaware or in any certificate or other
document delivered to any person. The consent may be in one or more counterparts
so long as each stockholder, director or committee member signs one of the
counterparts. The signed consent shall be placed in the minute book of the
corporation.

                         ARTICLE 6: OFFICERS AND AGENTS

      6.01 Number; Qualification; Election; Term.

            (a) The corporation shall have: (I) a president and a secretary; and
      (ii) such other officers (including a chairman of the board, one or more
      vice presidents and a treasurer) and such assistant officers and agents as
      the board of directors may, from time to time, deem necessary.

            (b) Officers named in Subsection 6.01(a)(I) shall be elected by the
      board of directors on the expiration of an officer's term or whenever a
      vacancy exists. Officers and agents named in Subsection 6.01(a)(ii) may be
      elected by the board at any meeting.

            (c) Any two or more offices may be held by the same person.

      6.02 Removal. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interest of the corporation will be
served thereby. Such removal shall be without prejudice to the contract rights,
if any, of the person


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so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

      6.03 Vacancies. Any vacancy occurring in any office of the corporation (by
death, resignation, removal or otherwise) may be filled by the board of
directors.

      6.04 Authority. Officers and agents shall have such authority and perform
such duties in the management of the corporation as are provided in these bylaws
or as may be determined, from time to time, by resolution of the board of
directors not inconsistent with these bylaws.

      6.05 Compensation. The compensation of officers and agents shall be fixed
from time to time by the board of directors; provided, that the board of
directors may delegate to any one or more officers the authority to fix such
compensation.

      6.06 Chairman of the Board. The chairman of the board of directors, if
there shall be such an officer, shall, if present, preside at all meetings of
the board of directors and exercise and perform such other powers and duties as
may be from time to time assigned to him by the board of directors or prescribed
by the bylaws.

      6.07 President. Unless and to the extent that such powers and duties are
expressly delegated to a chairman of the board by the board of directors, the
president shall be the chief executive officer of the corporation and, subject
to the supervision of the board of directors, shall have general management and
control of the business and affairs of the corporation in the ordinary course of
its business with all such powers with respect to such general management and
control as may be reasonably incident to such responsibilities, including, but
not limited to, the power to employ, discharge, or suspend employees and agents
of the corporation, to fix the compensation of employees and agents, and to
suspend, with or without cause, any officer of the corporation pending formal
action by the board of directors with respect to continued suspension, removal,
or reinstatement of such officer. Except as otherwise expressly delegated to the
chairman of the board, the president shall preside at all meetings of the
stockholders and board of directors.


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<PAGE>

      6.08 Vice Presidents. The vice presidents in the order of their seniority
otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and have the authority and
exercise the powers of the president. They shall perform such other duties and
have such other authority and powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.

      6.09 Secretary.

            (a) The secretary shall attend all meetings of the board of
      directors and all meetings of the stockholders and record all votes,
      actions and the minutes of all proceedings in a book to be kept for that
      purpose and shall perform like duties for the executive and other
      committees when required.

            (b) He shall give, or cause to be given, notice of all meetings of
      the stockholders and special meetings of the board of directors.

            (c) He shall keep in safe custody the seal of the corporation and,
      when authorized by the board of directors or the executive committee,
      affix the same to any instrument requiring it. When so affixed, it shall
      be attested by his signature or by the signature of the treasurer or an
      assistant secretary.

            (d) He shall be under the supervision of the president. He shall
      perform other duties and have such other authority and powers as the board
      of directors may from time to time prescribe or as the president may from
      time to time delegate.

      6.10 Assistant Secretaries. The assistant secretaries in the order of
their seniority, unless otherwise determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and have the
authority and exercise the powers of the secretary. They shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe or as the president may from time to time delegate.


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<PAGE>

      6.11 Treasurer.

            (a) The treasurer shall have the custody of the corporate funds and
      securities, shall keep full and accurate accounts of receipts and
      disbursements of the corporation, and shall deposit all funds and other
      valuables in the name and to the credit of the corporation in depositories
      designated by the board of directors.

            (b) He shall disburse the funds of the corporation as ordered by the
      board of directors, and preparefinanciall statements as they direct.

            (c) If required by the board of directors, he shall give the
      corporation a bond (in such form,in such sum, and with such surety or
      sureties as shall be satisfactory to the board) for the faithful
      performance of the duties of his office and for the restoration to the
      corporation, in case of his death, resignation, retirement or removal from
      office, of all books, papers, vouchers, money and other property of
      whatever kind in his possession or under his control belonging to the
      corporation.

            (d)He shall perform such other duties and have such other authority
      and powers as the board of directors may from time to time prescribe or as
      the president may from time to time delegate.

      6.12 Assistant Treasurers. The assistant treasurers in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and have the
authority and exercise the powers of the treasurer. They shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe or the president may from time to time delegate.

                    ARTICLE 7: CERTIFICATES AND STOCKHOLDERS

      7.01 Certificated and Uncertificated Stock. The capital stock of the
corporation may be either certificated stock or uncertificated stock. As used
herein, the term "certificated stock" means stock represented by instruments in
bearer or


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registered form, and the term "uncertificated stock" means stock not represented
by instruments and the transfers of which are registered upon books maintained
for that purpose by or on behalf of the corporation.

      7.02 Certificates for Certificated Stock. The certificates representing
certificated stock of the corporation shall be in such form as shall be approved
by the board of directors in conformity with law. The certificates shall be
consecutively numbered, shall be entered as they are issued in the books of the
corporation or in the records of the corporation's designated transfer agent, if
any, and shall state upon the face thereof. (a) that the corporation is
organized under the laws of the State of Delaware; (b) the name of the person to
whom issued; (c) the number and class of capital stock and the designation of
the series, if any, which such certificate represents; (d) the par value of each
share represented by such certificate, or a statement that the stock is without
par value; and (e) such other matters as may be required by law. The
certificates shall be signed by the chairman of the board, president or any vice
president, and by the secretary, an assistant secretary or any other officer and
may be sealed with the seal of the corporation or a facsimile thereof. If any
certificate is countersigned by a transfer agent or registered by a registrar,
either of which is other than the corporation itself or an employee of the
corporation, the signatures of the foregoing officers may be a facsimile.

      7.03 Issuance. Stock (both treasury and authorized but unissued) may be
issued for such consideration (not less than par value) and to such persons as
the board of directors may determine from time to time. Stock may not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid. After the issuance of uncertificated stock, the corporation or the
transfer agent of the corporation shall send to the registered owner of such
uncertificated stock a written notice containing the information required to be
stated on certificates representing capital stock as set forth in Section 7.02
above and such additional information as may be required by law.


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<PAGE>

      7.04 Payment for Stock.

            (a) Kind. The consideration for the issuance of stock shall consist
      of money paid, labor done (including services actually performed for the
      corporation) or property (tangible or intangible) actually received.
      Neither promissory notes nor the promise of future services shall
      constitute payment or part payment for the issuance of stock.

            (b) Valuation. In the absence of fraud in the transaction, the
      judgment of the board of directors as to the value of consideration
      received shall be conclusive.

      7.05 Subscriptions. Unless otherwise provided in the subscription
agreement, subscriptions for capital stock, whether made before or after
organization of the corporation, shall be paid in full at such time or in such
installments and at such times as shall be determined by the board of directors.
Any call made by the board of directors for payment on subscriptions shall be
uniform as to all stock of the same class or as to all capital stock of the same
series, as the case may be. In case of default in the payment on any installment
or call when Payment is due, the corporation may proceed to collect the amount
due in the same manner as any debt due to the corporation.

      7.06 Lost, Stolen or Destroyed Certificates. The corporation shall issue a
new certificate in place of any certificate for stock previously issued if the
registered owner of the certificate:

            (a) Claim. Makes proof in affidavit form that it has been lost,
      destroyed or wrongfully taken; and

            (b) Timely Request. Requests the issuance of a new certificate
      before the corporation has notice that the certificate has been acquired
      by a purchaser for value in good faith and without notice of an adverse
      claim; and

            (c) Bond. Gives a bond in such form, and with such surety or
      sureties, with fixed or open penalty, as the corporation may direct, to
      indemnify the corporation (and 


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<PAGE>

      its transfer agent and registrar, if any) against any claim that may be
      made on account of the alleged loss, destruction or theft of the
      certificate; and

            (d) Other Requirements. Satisfies any other reasonable requirements
      imposed by the corporation.

      7.07 Transfer of Stock. Stock and other securities of the corporation
shall be transferable in accordance with law and these Bylaws. Transfers of
stock will be made on the books of the corporation only by the person named in
the certificate of by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which will be canceled before a new
certificate will be issued.

      7.08 Registered Owner. The corporation may regard the person in whose name
any stock issued by the corporation are registered in the corporation's share
transfer records at any particular time as the owner of the stock at that time
for purposes of voting the stock, receiving distributions thereon or notices in
respect thereof, transferring the stock, exercising rights of dissent with
respect to the stock or for any other matters related to the stock.

                           ARTICLE 8: INDEMNIFICATION

      8.01 Indemnification. The corporation shall indemnify any officer or
director to the fullest extent permitted by law.

                          ARTICLE 9: GENERAL PROVISIONS

      9.01 Distributions and Share Dividends.

            (a) Declaration and Payment. Subject to statute and the certificate
      of incorporation, distributions and share dividends may be declared by the
      board of directors at any regular or special meeting, and paid by the
      corporation.

            (b) Record Date. The board of directors may fix in advance a record
      date for the purpose of determining stockholders entitled to receive
      payment of any dividend, the record date to be not more than sixty (60)
      days prior to


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<PAGE>

      the payment date of such dividend, or the board of directors may close the
      stock transfer books for such purpose for a period of not more than sixty
      (60) days prior to the payment date of such dividend. In the absence of
      any action by the board of directors, the date upon which the board of
      directors adopts the resolution declaring the dividend shall be the record
      date.

      9.02 Books and Records. The corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the stock held by each.

      9.03 Checks and Notes. Checks, demands for money, and notes of the
corporation shall be signed by officer(s) or other person(s) designated from
time to time by the board of directors.

      9.04 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

      9.05 Seal. The board of directors shall determine the type of seal which
may be necessary or appropriate for use by the corporation.

      9.06 Resignation. A director, committee member, officer or agent may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the president or the secretary. The
resignation shall take effect at the time specified in the statement at the
board of directors meeting or in the written notice, or immediately if no time
is specified, but in no event may the effective time of such resignation be
prior to the time such statement is made or such notice is given. Unless it
specifies otherwise, a resignation shall be effective without being accepted.

      9.07 Amendment of Bylaws.

            (a) These bylaws may be altered, amended or repealed at any meeting
      of the board of directors at which a quorum is present, by the affirmative
      vote of a majority of the


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<PAGE>

      directors present at such meeting, provided notice of the proposed
      alteration, amendment or repeal is contained in the notice of the meeting.

            (b) These bylaws may also be altered, amended or repealed at any
      meeting of the stockholders at which a quorum is present or represented,
      by the affirmative vote of the holders of a majority of the capital stock
      present or represented at the meeting and entitled to vote thereat,
      provided notice of the proposed alteration, amendment or repeal is
      contained in the notice of the meeting.

      9.08 Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these bylaws shall be invalid or inoperative,
then, so far as is reasonable and possible:

            (a) The remainder of these bylaws shall be considered valid and
      operative, and

            (b) Effect shall be given to the intent manifested by the portion
      held invalid or inoperative.

      The undersigned, as secretary of the corporation, hereby certifies that
the foregoing bylaws were adopted by the board of directors of the corporation
as of December 13, 1990.


                                              Phyllis Farragut


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