EXHIBIT 3(b)




                           AMENDED AND RESTATED BYLAWS

                                       OF

                                GPN NETWORK, INC.

                             A Delaware Corporation



                               ARTICLE I: OFFICES

SECTION 1.1 Registered Office.

The registered office of GPN Network, Inc. ("Corporation") shall be at and the
name of its registered agent at that address is 2711 Centerville Road, Suite 400
in the City of Wilmington, County of New Castle. The name of its registered
agent at that address is Corporation Service Company.

SECTION 1.2 Principal Office.

         The principal office for the transaction of the business of the
Corporation shall be 1901 Avenue of the Stars, Suite 1500, Los Angeles, CA 90067
or otherwise as set forth in a resolution adopted by the Board.

SECTION 1.3 Other Offices.

         The Corporation may also have an office or offices at such other place
or places, either within or without the State of Delaware, as the Board may from
time to time determine or as the business of the Corporation may require.

                                       ARTICLE II: MEETINGS OF STOCKHOLDERS

SECTION 2.1 Place of Meetings.

         All annual meetings of stockholders and all other meetings of
stockholders shall be held either at the principal office of the Corporation or
at any other place within or without the State of Delaware that may be
designated by the Board pursuant to authority hereinafter granted to the Board.


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SECTION 2.2 Annual Meetings.

         Annual meetings of stockholders of the Corporation for the purpose of
electing directors and for the transaction of such other business as may
properly come before such meetings may be held at such time and place and on
such date as the Board shall determine by resolution.

SECTION 2.3 Special Meetings.

         Special meetings of stockholders for any purpose or purposes may be
called at any time by the board of Directors, or by a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority, as expressly provided in a resolution of the Board of
Directors, included the power to call such meeting, but such special meetings
may not be called by any other person or persons.

SECTION 2.4 Notice of Meetings.

Except as otherwise required by law, notice of each meeting of stockholders,
whether annual or special, shall be given not less than ten (10) days nor more
than sixty (60) days before the date of the meeting to each stockholder of
record entitled to vote at such meeting by delivering a typewritten or printed
notice thereof to such stockholder personally, or by depositing such notice in
the United States mail, in a postage prepaid envelope, directed to such
stockholder at such stockholder's post office address furnished by such
stockholder to the Secretary of the Corporation for such purpose, or, if such
stockholder shall not have furnished an address to the Secretary for such
purpose, then at such stockholder's post office address last known to the
Secretary, or by transmitting a notice thereof to such stockholder at such
address by telegraph, cable, wireless, facsimile or other electronic
transmission. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or at the time of transmission
when sent by telecopy, telegram or other electronic transmission. Except as
otherwise expressly required by law, no publication of any notice of a meeting
of stockholders shall be required. Every notice of a meeting of stockholders
shall state the place, date and hour of the meeting and, in the case of a
special meeting, shall also state the purpose for which the meeting is called.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder to whom notice may be omitted pursuant to applicable Delaware law or
who shall have waived such notice, and such notice shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, except a
stockholder who shall attend such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Except as otherwise expressly
required by law, notice of any adjourned meeting of stockholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken.

SECTION 2.5 Fixing Date for Determination of Stockholders of Record.

         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
other change, conversion or exchange of stock or for the purpose of any other
lawful action other than to consent to corporate action in writing without a
meeting, the Board may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any such other action. If in any case
involving the determination of stockholders for any purpose other than notice of
or voting at a meeting of stockholders the Board shall not fix such a record
date, then the record date for determining stockholders for such purpose shall
be the close of business on the day on which the Board shall adopt the
resolution relating thereto. A

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determination  of stockholders  entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided,  however,
that the Board may fix a new record date for the adjourned meeting.

SECTION 2.6 Quorum.

         Except as otherwise required by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of stockholders of the
Corporation or any adjournment thereof. Subject to the requirement of a larger
percentage vote, if any, contained in the Certificate of Incorporation, these
Bylaws or by statute, the stockholders present at a duly called or held meeting
at which a quorum is present may continue to do business until adjournment,
notwithstanding any withdrawal of stockholders that may leave less than a quorum
remaining, if any action taken (other than adjournment) is approved by the vote
of at least a majority in voting interest of the shares required to constitute a
quorum. In the absence of a quorum at any meeting or any adjournment thereof, a
majority in voting interest of the stockholders present in person or by proxy
and entitled to vote thereat or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting may adjourn such meeting from time to time. At any such adjourned
meeting at which a quorum is present, any business may be transacted that might
have been transacted at the meeting as originally called.

SECTION 2.7 Voting.

         (A) Each stockholder shall, at each meeting of stockholders, be
entitled to vote, in the manner prescribed by the Corporation's Certificate of
Incorporation, in person or by proxy each share of the stock of the Corporation
that has voting rights on the matter in question and that shall have been held
by such stockholder and registered in such stockholder's name on the books of
the Corporation:

               (i) on the date fixed pursuant to Section 2.5 of these Bylaws as
               the record date for the determination of stockholders entitled to
               notice of and to vote at such meeting; or

               (ii) if no such record date shall have been so fixed, then (a) at
               the close of business on the business day next preceding the day
               upon which notice of the meeting shall be given or (b) if notice
               of the meeting shall be waived, at the close of business on the
               business day next preceding the day upon which the meeting shall
               be held.

         (B) Shares of the Corporation's own stock belonging to the Corporation
or to another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
the pledgor shall have expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or the pledgee's proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect to
which two or more persons have the same fiduciary relationship, shall be voted
in accordance with the provisions of the Delaware General Corporation Law, as
the same exists or may hereafter be amended (the "DGCL").


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         (C) Subject to the provisions of the Corporation's Certificate of
Incorporation, any such voting rights may be exercised by the stockholder
entitled thereto in person or by such stockholder's proxy appointed by an
instrument in writing, subscribed by such stockholder or by such stockholder's
attorney thereunto authorized and delivered to the secretary of the meeting. A
written proxy may be in the form of a telegram, cablegram, or other means of
electronic transmission which sets forth or is submitted with information from
which it can be determined that the telegram, cablegram, or other means of
electronic transmission was authorized by the person. The attendance at any
meeting of a stockholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless such stockholder shall in writing so
notify the secretary of the meeting prior to the voting of the proxy. At any
meeting of stockholders at which a quorum is present, all matters, except as
otherwise provided in the Certificate of Incorporation, in these Bylaws or by
law, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat and
thereon. The vote at any meeting of stockholders on any question need not be by
ballot, unless so directed by the chairman of the meeting. On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by such stockholder's
proxy, if there be such proxy, and it shall state the number of shares voted.

SECTION 2.8 Inspectors of Election.

         Prior to each meeting of stockholders, the Chairman of such meeting
shall appoint an inspector(s) of election to act with respect to any vote. Each
inspector of election so appointed shall first subscribe an oath faithfully to
execute the duties of an inspector of election at such meeting with strict
impartiality and according to the best of such inspector of election's ability.
Such inspector(s) of election shall decide upon the qualification of the voters
and shall certify and report the number of shares represented at the meeting and
entitled to vote on any question, determine the number of votes entitled to be
cast by each share, shall conduct the vote and, when the voting is completed,
accept the votes and ascertain and report the number of shares voted
respectively for and against each question, and determine, and retain for a
reasonable period a record of the disposition of, any challenge made to any
determination made by such inspector(s) of election. Reports of inspector(s) of
election shall be in writing and subscribed and delivered by them to the
Secretary of the Corporation. The inspector(s) of election need not be
stockholders of the Corporation, and any officer of the Corporation may be an
inspector(s) of election on any question other than a vote for or against a
proposal in which such officer shall have a material interest. The inspector(s)
of election may appoint or retain other persons or entities to assist the
inspector(s) of election in the performance of the duties of the inspector(s) of
election.

SECTION 2.9 Advance Notice of Stockholder Proposals and Stockholder Nominations.

         Nominations of persons for election to the board of directors of the
Corporation and the proposal of business to be considered by the stockholders
may be made at any meeting of stockholders only (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the Board, or (c)
by any stockholder of the Corporation who was a stockholder of record at the
time of giving of notice provided for in these bylaws, who is entitled to vote
at the meeting and who complies with the notice procedures set forth in this
Section 2.9.

         To be timely, a stockholder's notice shall be delivered to the
secretary at the principal executive offices of the Corporation not later than
the close of business on the 60th day nor earlier than the close of business on
the 90th day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date or if the Corporation has not previously held an annual
meeting, notice by the stockholder to be timely must be

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so delivered not earlier than the close of business on the 90th day prior to
such annual meeting and not later than the close of business on the later of the
60th day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of a postponement
or adjournment of an annual meeting to a later date or time commence a new time
period for the giving of a stockholder's notice as described above.

         Such stockholder's notice shall set forth (I) as to each person whom
the stockholder proposes to nominate for election or reelection as a director
(a) all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (or any successor thereto) and Rule 14a-11
thereunder (or any successor thereto) (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected), (b) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated, (c) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting and nominate the person or persons specified in the notice; (d) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; and (e) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the United States Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board, (II) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (III) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (a) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner, and (b)
the class and number of shares of the corporation which are owned beneficially
and of record by such stockholder and such beneficial owner. In addition, the
stockholder making such proposal shall promptly provide any other information
reasonably requested by the Corporation. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any meeting of the
stockholders except in accordance with the procedures set forth in this Section
2.9(A). The Chairman of any such meeting shall direct that any nomination or
business not properly brought before the meeting shall not be considered.

SECTION 2.10 Action Without Meeting.

         Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may, if such action has been earlier
approved by the Board, be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.



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                         ARTICLE III: BOARD OF DIRECTORS

SECTION 3.1 General Powers.

         Subject to any requirements in the Certificate of Incorporation, these
Bylaws, or of the DGCL as to action which must be authorized or approved by the
stockholders, any and all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be under the
direction of, the Board to the fullest extent permitted by law. Without limiting
the generality of the foregoing, it is hereby expressly declared that the Board
shall have the following powers, to wit:

         (A) to select and remove all the officers, agents and employees of the
Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, the Certificate of Incorporation or these Bylaws, fix
their compensation, and require from them security for faithful service;

         (B) to conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, the Certificate of Incorporation or these Bylaws, as it may deem best;

         (C) to change the location of the registered office of the Corporation
in Section 1.1 hereof; to change the principal office and the principal office
for the transaction of the business of the Corporation from one location to
another as provided in Section 1.2 hereof; to fix and locate from time to time
one or more offices of the Corporation within or without the State of Delaware
as provided in Section 1.3 hereof; to designate any place within or without the
State of Delaware for the holding of any meeting or meetings of stockholders;
and to adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time, and in its judgment as it may deem best,
provided such seal and such certificate shall at all times comply with the
provisions of law;

         (D) to authorize the issuance of shares of stock of the Corporation
from time to time, upon such terms and for such considerations as may be lawful;

         (E) to borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust and
securities therefor; and

         (F) by resolution adopted by a majority of the whole Board to designate
an executive and other committees of the Board, each consisting of one or more
directors, to serve at the pleasure of the Board, and to prescribe the manner in
which proceedings of such committee or committees shall be conducted.

SECTION 3.2 Number and Term of Office.

                  (A) Until this Section 3.2 is amended by a resolution duly
adopted by the Board or by the stockholders of the Corporation, the number of
directors shall be not less than one nor more than nine directors. The number of
directors constituting the Board of Directors may be increased or decreased from
time to time by


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esolution by the Board of Directors; provided, however, that no
such decrease shall have the effect of shortening the term of any incumbent
director. Each director shall hold office for the full term to which he shall
have been elected and until his successor is duly elected and shall qualify, or
until his earlier death, resignation, disqualification or removal. A director
need not be a resident of the State of Delaware or a stockholder of the
Corporation.

SECTION 3.3 Chairman of the Board.
         The Chairman of the Board, when present, shall preside at all meetings
of the Board and all meetings of stockholders. The Chairman of the Board shall
perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors shall
designate from time to time.

SECTION 3.4 Election of Directors.

         The directors shall be elected by the stockholders of the Corporation,
and at each election, the persons receiving the greater number of votes, up to
the number of directors then to be elected, shall be the persons then elected.
The election of directors is subject to any provision contained in the
Certificate of Incorporation relating thereto, including any provision regarding
the rights of holders of preferred stock to elect directors.

SECTION 3.5 Resignations.

         Any director of the Corporation may resign at any time by giving
written notice to the Board or to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time is
not specified, it shall take effect immediately upon receipt; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 3.6 Vacancies.

         Except as provided in the Certificate of Incorporation of the
Corporation, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office until such
director's successor shall have been elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.

SECTION 3.7 Place of Meeting.

         The Board or any committee thereof may hold any of its meetings at such
place or places within or without the State of Delaware as the Board or such
committee may from time to time by resolution designate or as shall be
designated by the person or persons calling the meeting or in the notice or a
waiver of notice of any such meeting. Directors may participate in any regular
or special meeting of the Board or any committee thereof by means of conference
telephone or similar communications equipment pursuant to which all persons
participating in the meeting of the Board or such committee can hear each other,
and such participation shall constitute presence in person at such meeting.


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SECTION 3.8 Regular Meetings.

         Regular meetings of the Board may be held at such times as the Board
shall from time to time by resolution determine.

SECTION 3.9 Special Meetings.

         Special meetings of the Board for any purpose or purposes shall be
called at any time by the Chairman of the Board or, if the Chairman of the Board
is absent or unable or refuses to act, by the Chief Executive Officer or the
President, and may also be called by any two members of the Board. Except as
otherwise provided by law or by these Bylaws, written notice of the time and
place of special meetings shall be delivered personally or by facsimile to each
director, or sent to each director by mail, telecopy, telegram, or other form of
electronic transmission or by other form of written communication, charges
prepaid, addressed to such director at such director's address as it is shown
upon the records of the Corporation, or, if it is not so shown on such records
and is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed, it shall be
deposited in the United States mail at least 48 hours prior to the time of the
holding of the meeting. In case such notice is delivered personally, by
facsimile, telecopy, telephone, telegram or other form of electronic
transmission as above provided, it shall be delivered at least 24 hours prior to
the time of the holding of the meeting. Such mailing, telegraphing, delivery,
facsimile or other electronic transmission as above provided shall be due, legal
and personal notice to such director. Except where otherwise required by law or
by these Bylaws, notice of the purpose of a special meeting need not be given.
Notice of any meeting of the Board shall not be required to be given to any
director who is present at such meeting, except a director who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

SECTION 3.10 Quorum and Manner of Acting.

         Except as otherwise provided in these Bylaws, the Certificate of
Incorporation or by applicable law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the transaction
of business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided any action taken is approved by at least a majority of the required
quorum for such meeting. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.


SECTION 3.11 Action by Unanimous Written Consent.

         Any action required or permitted to be taken at any meeting of the
Board or of any committee thereof may be taken without a meeting if consent in
writing or by electronic transmission is given thereto by all members of the
Board or of such committee, as the case may be, and such writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or of such committee.


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SECTION 3.12 Compensation.

         Directors, whether or not employees of the Corporation or any of its
subsidiaries, may receive an annual fee for their services as directors in an
amount fixed by resolution of the Board plus other compensation, including
options to acquire capital stock of the Corporation, in an amount and of a type
fixed by resolution of the Board, and, in addition, a fixed fee, with or without
expenses of attendance, may be allowed by resolution of the Board for attendance
at each meeting, including each meeting of a committee of the Board. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent, employee, or otherwise,
and receiving compensation therefor.

SECTION 3.13 Committees.

         The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. Any such committee, to the extent provided in
the resolution of the Board and subject to any restrictions or limitations on
the delegation of power and authority imposed by applicable law, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Any such committee
shall keep written minutes of its meetings and report the same to the Board at
the next regular meeting of the Board. Unless the Board or these Bylaws shall
otherwise prescribe the manner of proceedings of any such committee, meetings of
such committee may be regularly scheduled in advance and may be called at any
time by the chairman of the committee or by any two members thereof; otherwise,
the provisions of these Bylaws with respect to notice and conduct of meetings of
the Board shall govern.

SECTION 3.14 Affiliated Transactions.

         Notwithstanding any other provision of these Bylaws, each transaction,
or, if an individual transaction constitutes a part of a series of transactions,
each series of transactions, proposed to be entered into between the
Corporation, on the one hand, and any affiliate of the Corporation, on the other
hand, must be approved by the Board. For the purposes of this Section 3.14, (a)
"affiliate" shall mean (i) any person that, directly or indirectly, controls or
is controlled by or is under common control with the Corporation, (ii) any other
person that owns, beneficially, directly or indirectly, twenty percent (20%) or
more of the outstanding capital shares, shares or equity interests of the
Corporation, or (iii) any officer or director of the Corporation; (b) "person"
shall mean and include individuals, corporations, general and limited
partnerships, stock companies or associations, joint ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
entities and governments and agencies and political subdivisions thereof; and
(c) "control" (including the correlative meanings of the terms "controlled by"
and "under common control with"), as used with respect to any person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, through the ownership
of voting securities, partnership interests or other equity interests.



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                              ARTICLE IV: OFFICERS

SECTION 4.1 Officers.

         The officers of the Corporation shall be a Chief Executive Officer, a
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary, a Chief Financial Officer,
and such other officers as may be appointed at the discretion of the Board in
accordance with the provisions of Section 4.3 hereof.

SECTION 4.2 Election.

         The officers of the Corporation, except such officers as may be
appointed or elected in accordance with the provisions of Sections 4.3 or 4.5
hereof, shall be chosen annually by the Board at the first meeting thereof after
the annual meeting of stockholders, and each officer shall hold office until
such officer shall resign or shall be removed or otherwise disqualified to
serve, or until such officer's successor shall be elected and qualified.

SECTION 4.3 Other Officers.

         In addition to the officers chosen annually by the Board at its first
meeting, the Board also may appoint or elect such other officers as the business
of the Corporation may require, each of whom shall have such authority and
perform such duties as are provided in these Bylaws or as the Board may from
time to time specify, and shall hold office until such officer shall resign or
shall be removed or otherwise disqualified to serve, or until such officer's
successor shall be elected and qualified.

SECTION 4.4 Removal and Resignation.

         Except as provided by DGCL Section 141(k), any officer may be removed,
either with or without cause, by resolution of the Board, at any regular or
special meeting of the Board, or, except in case of an officer chosen by the
Board, by any officer upon whom such power of removal may be conferred by the
Board. Any officer or assistant may resign at any time by giving written notice
of his resignation to the Board or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time is
not specified, upon receipt thereof by the Board or the Secretary, as the case
may be; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.


SECTION 4.5 Vacancies.

         A vacancy in any office because of death, resignation, removal,
disqualification or any other cause may be filled by the vote of the majority of
the directors present at any meeting in which a quorum is present, or pursuant
to Section 3.11 of these Bylaws.


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SECTION 4.6 Chief Executive Officer.

         The Chief Executive Officer shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors, unless the Chairman
of the Board has been appointed and is present. The Chief Executive Officer
shall be the chief executive officer of the Corporation and shall, subject to
the control of the Board of Directors, have general supervision, direction and
control of the business and affairs of the Corporation. The Chief Executive
Officer shall also perform such other duties and have such other powers as the
Board of Directors may designate from time to time.

SECTION 4.7 President.

         The President shall preside at all meetings of the stockholders and at
all meetings of the Board of Directors, unless the Chairman of the Board has
been appointed and is present or, in the absence of the Chairman of the Board,
the Chief Executive Officer has been appointed and is present. Subject to the
provisions of these Bylaws and to the direction of the Board of Directors and
Chief Executive Officer, the President shall have the responsibility for the
general management and control of the business and affairs of the Corporation
and shall perform all duties and have all powers which are commonly incident to
the office of President or which are delegated to him by the Board of Directors.
The President shall have the power to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized and shall have general
supervision and direction of all the other officers, employees and agents of the
corporation.

SECTION 4.8 Vice President.

         Each Vice President shall have such powers and perform such duties with
respect to the administration of the business and affairs of the Corporation as
are commonly incident to their office or as may from time to time be assigned to
such Vice President by the Chairman of the Board, or the Board, or the Chief
Executive Officer, or the President, or as may be prescribed by these Bylaws. In
the absence or disability of the Chairman of the Board, the Chief Executive
Officer and the President, the Vice Presidents in order of their rank as fixed
by the Board, or if not ranked, the Vice President designated by the Board,
shall perform all of the duties of the Chairman of the Board, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
Chairman of the Board.

SECTION 4.9 Secretary.

         (A) The Secretary shall attend all meetings of the stockholders and of
the Board of Directors and shall record all acts and proceedings thereof in the
minute book of the Corporation. The Secretary shall give notice in conformity
with these Bylaws of all meetings of the stockholders and of all meetings of the
Board of Directors and any committee thereof requiring notice. The Secretary
shall perform all other duties given him in these Bylaws and other duties
commonly incident to his office and shall also perform such other duties and
have such other powers as the Board shall designate from time to time.


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         (B) The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation or such other place as the Board may order, a book of
minutes of all meetings of directors and stockholders, with the time and place
of holding, whether regular or special, and if special, how authorized and the
notice thereof given, the names of those present at meetings of directors, the
number of shares present or represented at meetings of stockholders, and the
proceedings thereof.

         (C) The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation's transfer agent, a share register, or a duplicate
share register, showing the name of each stockholder, the number of shares of
each class held by such stockholder, the number and date of certificates issued
for such shares, and the number and date of cancellation of every certificate
surrendered for cancellation.

SECTION 4.10 Chief Financial Officer.

         The Chief Financial Officer shall keep or cause to be kept the books of
account of the corporation in a thorough and proper manner and shall render
statements of the financial affairs of the corporation in such form and as often
as required by the Board of Directors or the Chief Executive Officer. The Chief
Financial Officer, subject to the order of the Board, shall have the custody of
all funds and securities of the Corporation. The Chief Financial Officer shall
perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board or the Chief Executive
Officer shall designate from time to time.

                    ARTICLE V: CORPORATE INSTRUMENTS, CHECKS,
                           DRAFTS, BANK ACCOUNTS, ETC.

SECTION 5.1 Execution of Corporate Instruments.

         The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to
execute on behalf of the Corporation the corporate name without limitation, or
enter into contracts on behalf of the Corporation, except where otherwise
provided by law or these Bylaws, and such execution or signature shall be
binding upon the Corporation. Such authority may be general or confined to
specific instances, and unless so authorized by the Board or by these Bylaws, no
officer, agent, or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.

SECTION 5.2 Checks, Drafts, Etc.

         All checks, drafts or other orders for payment of money, notes or other
evidence of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board. Each such
officer, assistant, agent or attorney shall give such bond, if any, as the Board
may require.

SECTION 5.3 Deposits.

         All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board may select, or as may be selected
by any officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation to whom such power shall have been
delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, the Chairman of the Board, the
Chief Executive Officer, the President, any Vice


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<PAGE>


President (or any other officer
or officers, assistant or assistants, agent or agents, or attorney or attorneys
of the Corporation who shall from time to time be determined by the Board) may
endorse, assign and deliver checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation.



SECTION 5.4 General and Special Bank Accounts.

         The Board may from time to time authorize the opening and keeping of
general and special bank accounts with such banks, trust companies or other
depositories as the Board may select or as may be selected by any officer or
officers, assistant or assistants, agent or agents, or attorney or attorneys of
the Corporation to whom such power shall have been delegated by the Board. The
Board may make such special rules and regulations with respect to such bank
accounts, not inconsistent with the provisions of these Bylaws, as it may deem
expedient.

                      ARTICLE VI: SHARES AND THEIR TRANSFER

SECTION 6.1 Certificates for Stock.

         Every owner of stock of the Corporation shall be entitled to have a
certificate or certificates, to be in such form as the Board shall prescribe,
certifying the number and class or series of shares of the stock of the
Corporation owned by such owner. The certificates representing shares of such
stock shall be numbered in the order in which they shall be issued and shall be
signed in the name of the Corporation by the Chairman of the Board, the Chief
Executive Officer, the President or any Vice President, and by the Secretary.
Any or all of the signatures on the certificates may be a facsimile. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon, any such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such an officer, transfer agent
or registrar at the date of issue. A record shall be kept of the respective
names of the persons, firms or corporations owning the stock represented by such
certificates, the number and class or series of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except
in cases provided for in Section 6.4 hereof.


SECTION 6.2 Transfers of Stock.

         Transfers of shares of stock of the Corporation shall be made only on
the books of the Corporation by the registered holder thereof, or by such
holder's attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary, or with a transfer clerk or a transfer agent appointed
as provided in Section 6.3 hereof, and upon surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.


                                       13
<PAGE>


SECTION 6.3 Regulations.

         The Board may make such rules and regulations as it may deem expedient,
not inconsistent with these Bylaws, concerning the issue, transfer and
registration of certificates for shares of the stock of the Corporation. It may
appoint, or authorize any officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates for stock to bear the signature or signatures of any of
them.

SECTION 6.4 Lost, Stolen, Destroyed, and Mutilated Certificates.

         In any case of loss, theft, destruction, or mutilation of any
certificate of stock, another may be issued in its place upon proof satisfactory
to the Board of such loss, theft, destruction, or mutilation and upon the giving
of a bond of indemnity to the Corporation in such form and in such sum as the
Board may direct; provided, however, that a new certificate may be issued
without requiring any bond when, in the judgment of the Board, it is proper so
to do.

                          ARTICLE VII: INDEMNIFICATION

SECTION 7.1 Indemnification of Directors and Officers.

         To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (provided that the effect of
any such amendment shall be prospective only) (the "Delaware Law"), a director
of the Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for breach of his or her fiduciary duty as a director. The
Corporation shall indemnify, in the manner and to the fullest extent permitted
by the Delaware Law (but in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), any person (or the estate of any person)
who is or was a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether or not by
or in the right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise. The Corporation may, to the fullest
extent permitted by the Delaware Law, purchase and maintain insurance on behalf
of any such person against any liability which may be asserted against such
person. The Corporation may create a trust fund, grant a security interest or
use other means (including without limitation a letter of credit) to ensure the
payment of such sums as may become necessary or desirable to effect the
indemnification as provided herein. To the fullest extent permitted by the
Delaware Law, the indemnification provided herein shall include expenses as
incurred (including attorneys' fees), judgments, fines and amounts paid in
settlement and any such expenses shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the person seeking indemnification to repay such
amounts if it is ultimately determined that he or she is not entitled to be
indemnified. Notwithstanding the foregoing or any other provision of this
Section 7.1, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested Directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested Directors so directs) by independent legal
counsel to the Corporation, that, based upon the facts known to the Board or
such counsel at the time such determination is made, (a) the party seeking an
advance acted in bad faith or deliberately breached his or her duty to the
Corporation or its stockholders, and (b) as a result of such actions by the


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<PAGE>


party seeking an advance, it is more likely than not that it will ultimately be
determined that such party is not entitled to indemnification pursuant to the
provisions of this Section 7.1. The indemnification provided herein shall not be
deemed to limit the right of the Corporation to indemnify any other person for
any such expenses to the fullest extent permitted by the Delaware Law, nor shall
it be deemed exclusive of any other rights to which any person seeking
indemnification from the Corporation may be entitled under any agreement, the
Corporation's Bylaws, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office. The Corporation may, but only to
the extent that the Board of Directors may (but shall not be obligated to)
authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Section 7.1 as it applies to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

SECTION 7.2 Indemnification of Employees and Agents.

         Subject to Section 7.1, the Corporation may, but only to the extent
that the Board may (but shall not be obligated to) authorize from time to time,
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the provisions of
this Article VII as they apply to the indemnification and advancement of
expenses of directors and officers of the Corporation.

SECTION 7.3 Enforcement of Indemnification.

         The rights to indemnification and the advancement of expenses conferred
above shall be contract rights. If a claim under this Article VII is not paid in
full by the Corporation within 60 days after written claim has been received by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of such claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the DGCL. Neither the failure of the Corporation (including its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of such suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the Corporation
(including its Board, independent legal counsel or stockholders) that the
indemnitee has not met such applicable standard of conduct, shall either create
a presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article VII or
otherwise shall be on the Corporation.



                                       15
<PAGE>



                           ARTICLE VIII: MISCELLANEOUS
SECTION 8.1 Seal.

         The Board shall adopt a corporate seal, which shall be in the form set
forth in a resolution approved by the Board.

SECTION 8.2 Notices; Waiver.

         Any reference in these Bylaws to the time a notice is given or sent
means, unless otherwise expressly provided, the time a written notice by mail is
deposited in the United States mails, postage prepaid; or the time any other
written notice is personally delivered to the recipient or is delivered to a
common carrier for transmission, or actually transmitted by the person giving
the notice by electronic means, to the recipient; or the time any oral notice is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient. Without
limiting the manner by which notice otherwise may be given effectively to
stockholders, any notice to stockholders may be given by electronic transmission
in the manner provided in Section 232 of the DGCL. Whenever notice is required
to be given by these Bylaws or the Certificate of Incorporation or by law, the
person entitled to said notice may waive such notice in writing, either before
or after the time stated therein, and such waiver shall be deemed equivalent to
notice.

SECTION 8.3 Amendments.

         Except as otherwise provided herein, by law, or in the Certificate of
Incorporation, these Bylaws or any of them may be altered, amended, repealed or
rescinded and new Bylaws may be adopted by the Board or by the stockholders at
any annual or special meeting of stockholders, provided that notice of such
proposed alteration, amendment, repeal, recession or adoption is given in the
notice of such meeting of stockholders.


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                                                         1


                 CERTIFICATE OF SECRETARY OF ADOPTION OF BYLAWS

          I, the undersigned, do hereby certify:
          That I am the Secretary of GPN Network, Inc., a Delaware corporation,
that the foregoing Amended and Restated By-Laws, comprising sixteen
pages, constitute the By-Laws of said corporation as duly adopted by the Board
of Directors of the corporation on January 1, 2002.

                  IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation on this 1st day of January 2002.


                                    By:__/s/ Todd Ficeto
                                    --------------------------------------
                                             Todd Ficeto