Exhibit 3.4

                         LASER-PACIFIC MEDIA CORPORATION

                           AMENDED AND RESTATED BYLAWS
                   (Amended and Restated as of April 15, 2003)

                                    ARTICLE I
                                     OFFICES

     The  registered  office  of  the  corporation  shall  be  in  the  City  of
Wilmington, County of New Castle, State of Delaware.

     The  corporation  may also establish  offices at any place or places within
and outside the State of  Delaware  as the board of  directors  may from time to
time designate or as the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1.        Annual Meetings.
     ---------------------------------

     Annual  meetings of the  stockholders of the corporation for the purpose of
electing  directors and for the transaction of such other proper business as may
come before such meetings may be held at such time,  date and place as the board
of directors shall determine by resolution.

     Section 2.        Special Meetings.
     ----------------------------------

     Special  meetings of the stockholders of the corporation for any purpose or
purposes may be called at any time by a majority of the board of directors,  the
chairman of the board of directors, the chief executive officer or the president
of the corporation.  Special meetings of the stockholders of the corporation may
not be called by any other person or persons.

     Section 3.        Place of Meetings.
     -----------------------------------

     All meetings of the  stockholders  shall be held at such places,  within or
without the State of  Delaware,  as may from time to time be  designated  by the
person or persons calling the respective meeting and specified in the respective
notices or  waivers of notice  thereof.  The board of  directors  shall have the
discretion  to hold  meetings of  stockholders  by remote  communication  to the
fullest extent permitted by applicable law.

     Section 4.        Notice of Meetings.
     ------------------------------------

     Except  as  otherwise  required  by  law,  notice  of each  meeting  of the
stockholders,  whether annual or special,  shall be given not less than ten (10)
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 written  notice
thereof to him or her  personally,  or by  depositing  such notice in the United
States

<PAGE>

mail,  in a  postage  prepaid  envelope,  directed  to  him or her at his or her
address as recorded on the books of the corporation or by delivering such notice
by any other lawful  means.  Except as otherwise  expressly  required by law, no
publication  of any notice of a meeting of the  stockholders  shall be required.
Every notice of a meeting of the  stockholders  shall state the place,  date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes  for which the  meeting is called.  Notice of any meeting of
stockholders shall not be required to be given to any stockholder 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 the  stockholders  need not be given if the
time and place thereof are announced at the meeting at which the  adjournment is
taken.

     Section 5.        Quorum.
     ------------------------

     Except in the case of any meeting for the election of  directors  summarily
ordered by a court as  provided  by law,  the holders of record of a majority in
voting power of the outstanding  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  the  stockholders  of  the
corporation. Where a separate vote by a class or classes is required, a majority
of the shares of such class or classes present in person or represented by proxy
shall  constitute a quorum  entitled to take action with respect to that vote on
that matter.  If a quorum shall fail to attend any meeting,  the chairman of the
meeting may adjourn the meeting to another place, date, or time.

     Section 6.        Voting.
     ------------------------

     (a)  Each  stockholder  shall,  at each  meeting  of the  stockholders,  be
entitled  to vote in person or by proxy  each share or  fractional  share of the
stock of the  corporation  having  voting  rights on the matter in question  and
which  shall have been held by him or her and  registered  in his or her name on
the books of the corporation:

          (i) on the date  fixed  pursuant  to  Article  VI,  Section 6 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  day next  preceding the day on  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 day  next  preceding  the  day  on which  the meeting
shall be held.

     (b) Shares of its own capital  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.  Nothing in the previous  sentence  shall be construed as limiting the
right of any  corporation  to vote stock,  including  but not limited to its own
stock, held by it

<PAGE>

in a fiduciary  capacity.  Persons  whose stock is pledged  shall be entitled to
vote,  unless in the transfer by the pledgor on the books of the  corporation he
or she shall have expressly empowered the pledgee to vote thereon, in which case
only the  pledgee,  or his or her  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 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 General  Corporation  Law of the State of
Delaware, as amended or replaced.

     (c) At any meeting of the stockholders,  every stockholder entitled to vote
may vote in person or by proxy  authorized  by an  instrument in writing or by a
transmission permitted by law filed in accordance with the procedure established
for the meeting;  provided,  however, that no proxy shall be voted or acted upon
after three (3) years from its date unless said proxy shall provide for a longer
period.  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 he or she
shall in writing so notify the  secretary of the meeting  prior to the voting of
the proxy or unless he or she votes in person at such meeting. At any meeting of
the  stockholders  all elections shall be determined by a plurality of the votes
cast, and all other matters,  except as otherwise provided in the certificate of
incorporation,  in these bylaws or by law, or by the rules or regulations of any
stock exchange applicable to the corporation,  shall be decided by the vote of a
majority in voting power of the  stockholders  present in person or by proxy and
entitled to vote thereat and thereon,  a quorum being  present.  The vote at any
meeting of the  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 his or her proxy, if there be such
proxy, and it shall state the number of shares voted.

     Section 7.        List of Stockholders.
     --------------------------------------

     The secretary of the corporation  shall prepare and make, at least ten (10)
days before every meeting of  stockholders,  a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each  stockholder and the number of shares  registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting for a period of at least 10 days prior to
the meeting: (i) on a reasonably  accessible  electronic network,  provided that
the information required to gain access to such list is provided with the notice
of the meeting,  or (ii) during ordinary  business hours, at the principal place
of business of the corporation.  If the corporation  determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure  that  such   information  is  available  only  to  stockholders  of  the
corporation.  If the  meeting  is to be held at a place,  then the list shall be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof,  and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication,  then the list shall also
be open to the  examination  of any  stockholder  during  the whole  time of the
meeting on a  reasonably  accessible  electronic  network,  and the  information
required to access such list shall be provided with the notice of the meeting.

     Section 8.        Inspectors.
     ----------------------------

<PAGE>

     The  corporation  may, and to the extent required by law, shall, in advance
of any meeting of  stockholders,  appoint one or more  inspectors  to act at the
meeting and make a written report thereof.  The corporation may designate one or
more persons as alternate  inspectors to replace any inspector who fails to act.
If no inspector or  alternate is able to act at a meeting of  stockholders,  the
person  presiding at the meeting may, and to the extent  required by law, shall,
appoint one or more  inspectors to act at the meeting.  Each  inspector,  before
entering  upon the  discharge of his or her duties,  shall take and sign an oath
faithfully  to execute  the duties of  inspector  with strict  impartiality  and
according to the best of his or her ability.  Every vote taken by ballots  shall
be counted by a duly appointed inspector or inspectors.

     Section 9.        Action Without Meeting.
     ----------------------------------------

     Except as  otherwise  provided in the  certificate  of  incorporation,  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 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  and who,  if the  action  had been  taken at a
meeting,  would have been  entitled  to notice of the meeting if the record date
for such meeting had been the date that written  consents signed by a sufficient
number  of  holders  or  members  to  take  the  action  were  delivered  to the
corporation in accordance with applicable law.

     Section 10.       Advance Notice of Stockholder Proposals and Nominations.
     -------------------------------------------------------------------------

     Nominations  of persons  for  election  to the board of  directors  and the
proposal of  business to be  transacted  by the  stockholders  may be made at an
annual meeting of  stockholders  (a) pursuant to the  corporation's  notice with
respect to such meeting, (b) by or at the direction of the board of directors or
(c) by any  stockholder  of record of the  corporation  who was a stockholder of
record at the time of the giving of the  notice  provided  for in the  following
paragraph,  who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this section.

     For  nominations or other business to be properly  brought before an annual
meeting by a stockholder pursuant to clause (c) of the foregoing paragraph,  (1)
the  stockholder  must have  given  timely  notice  thereof  in  writing  to the
secretary of the  corporation,  (2) such  business  must be a proper  matter for
stockholder  action under the Delaware  General  Corporation  Law, as amended or
replaced,  (3) if the  stockholder,  or the beneficial owner on whose behalf any
such  proposal or  nomination  is made,  has  provided  the  corporation  with a
Solicitation  Notice,  as that term is defined  in  subclause  (c)(iii)  of this
paragraph, such stockholder or beneficial owner must, in the case of a proposal,
have  delivered a proxy  statement  and form of proxy to holders of at least the
percentage of the  corporation's  voting shares required under applicable law to
carry any such proposal,  or, in the case of a nomination or  nominations,  have
delivered a proxy  statement

<PAGE>

and form of proxy to holders of a percentage of the corporation's  voting shares
reasonably believed by such stockholder or beneficial holder to be sufficient to
elect the nominee or nominees proposed to be nominated by such stockholder,  and
must, in either case, have included in such materials the  Solicitation  Notice,
and (4) if no  Solicitation  Notice  relating  thereto has been timely  provided
pursuant to this section,  the  stockholder or beneficial  owner  proposing such
business or nomination must not have solicited a number of proxies sufficient to
have required the delivery of such a Solicitation  Notice under this section. To
be timely,  a  stockholder's  notice must be delivered  to the  secretary at the
principal executive offices of the corporation not less than 90 or more than 120
days prior to the first anniversary (the "Anniversary") of the date on which the
corporation  first mailed its proxy  materials for the  preceding  year's annual
meeting  of  stockholders;  provided,  however,  that if the date of the  annual
meeting is  advanced  more than 30 days prior to or delayed by more than 30 days
after the  anniversary  of the preceding  year's annual  meeting,  notice by the
stockholder  to be  timely  must be so  delivered  not  later  than the close of
business on the later of (i) the 90th day prior to such annual  meeting and (ii)
the 10th day following the day on which public  announcement of the date of such
meeting is first made. Such stockholder's  notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director,  all  information  relating  to such person as would be required to be
disclosed  in  solicitations  of proxies for the  election  of such  nominees as
directors pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), and such person's written consent to serve as a
director if elected;  (b) as to any other business that the stockholder proposes
to bring before the meeting,  a brief description of such business,  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;  (c) as to the  stockholder  giving  the  notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such  stockholder,  as they appear on the  corporation's
books, and of such beneficial  owner, (ii) the class and number of shares of the
corporation  that are owned  beneficially  and of record by such stockholder and
such beneficial  owner,  and (iii) whether such  stockholder or beneficial owner
intends to  deliver a proxy  statement  and form of proxy to holders  of, in the
case of a proposal,  at least the percentage of the corporation's  voting shares
required  under  applicable  law to  carry  the  proposal  or,  in the case of a
nomination or nominations,  a sufficient  number of holders of the corporation's
voting  shares to elect such  nominee or nominees (an  affirmative  statement of
such intent, a "Solicitation Notice").

     Notwithstanding  anything in the second sentence of the second paragraph of
this Section 10 of Article II to the  contrary,  in the event that the number of
directors to be elected to the board of  directors is increased  and there is no
public  announcement  naming all of the nominees for director or specifying  the
size of the increased  board of directors  made by the  corporation at least 100
days prior to the  Anniversary,  a  stockholder's  notice required by this bylaw
shall also be considered  timely,  but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the secretary at
the principal  executive  offices of the corporation not later than the close of
business on the 10th day following the day on which such public  announcement is
first made by the corporation.

     Only persons  nominated in accordance with the procedures set forth in this
Section 10 of Article II shall be eligible to be elected as  directors  and only
such business shall be conducted at

<PAGE>

an annual meeting of  stockholders as shall have been brought before the meeting
in accordance  with the  procedures  set forth in this Section 10 of Article II.
The  chairman  of the  meeting  shall  have the power and the duty to  determine
whether a nomination or any business  proposed to be brought  before the meeting
has been made in accordance  with the  procedures set forth in these bylaws and,
if any proposed  nomination or business is not in compliance  with these bylaws,
to declare that such  defective  proposed  business or  nomination  shall not be
presented for stockholder action at the meeting and shall be disregarded.

     Only such business shall be conducted at a special  meeting of stockholders
as shall have been  brought  before the meeting  pursuant  to the  corporation's
notice of meeting. Nominations of persons for election to the board of directors
may be made at a special  meeting of  stockholders  at which directors are to be
elected  pursuant  to  the  corporation's  notice  of  meeting  (a) by or at the
direction of the board of directors or (b) by any  stockholder  of record of the
corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this paragraph, who shall be entitled to vote at the meeting and
who complies with the notice  procedures set forth in this Section 10 of Article
II.  Nominations  by  stockholders  of  persons  for  election  to the  board of
directors  may be  made  at  such  a  special  meeting  of  stockholders  if the
stockholder's  notice  required by the second  paragraph  of this  Section 10 of
Article  II shall be  delivered  to the  secretary  at the  principal  executive
offices of the  corporation not later than the close of business on the later of
the 90th day prior to such special meeting and the 10th day following the day on
which public  announcement  is first made of the date of the special meeting and
of the  nominees  proposed  by the  board of  directors  to be  elected  at such
meeting.

     For purposes of this Section 10 of Article II, "public  announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated Press or a comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing  provisions of this Section 10 of Article II,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and  regulations  thereunder with respect to matters set forth
in this Section 10 of Article II. Nothing in this Section 10 of Article II shall
be deemed to affect any rights of stockholders to request inclusion of proposals
in the corporation's  proxy statement  pursuant to Rule 14a-8 under the Exchange
Act.

     Section 11.       Organization.
     ------------------------------

     Such  person  as the  board of  directors  may have  designated  or, in the
absence of such a person,  the  chairman of the board or, in his or her absence,
the chief executive  officer of the corporation or, in his or her absence,  such
person as may be chosen by the  holders  of a  majority  in voting  power of the
outstanding shares of stock of the corporation entitled to vote who are present,
in person or by proxy,  shall call to order any meeting of the  stockholders and
act as  chairman  of  the  meeting.  In the  absence  of  the  secretary  of the
corporation,  the  secretary of the meeting shall be such person as the chairman
appoints.

     Section 12.       Conduct of Business.
     -------------------------------------

<PAGE>

     The chairman of any meeting of  stockholders  shall  determine the order of
business and the  procedure at the meeting,  including  such  regulation  of the
manner of voting and the conduct of  discussion  as seem to him or her in order.
The chairman shall have the power to adjourn the meeting to another place,  date
and time.  The date and time of the  opening  and  closing of the polls for each
matter upon which the  stockholders  will vote at the meeting shall be announced
at the meeting.

                                   ARTICLE III
                                    DIRECTORS

     Section 1.        Number and Election of Directors.
     --------------------------------------------------

     The number of directors which shall constitute the whole board shall not be
less  than one nor more than nine as the board of  directors  may  determine  by
resolution  adopted by the majority vote of the board of directors  from time to
time. The directors shall be elected at the annual meeting of the  stockholders,
except as provided in Section 2 of this Article,  and each  director  shall hold
office until his successor is duly elected and qualified.

     Section 2.        Vacancies.
     ---------------------------

     Vacancies and newly created directorships which result from any increase in
the  authorized  number of  directors or any increase in the number of directors
within the range of directors authorized may be filled only by the majority vote
of the directors then in office, though less than quorum, or by a sole remaining
director,  and the  directors  so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified. If there are
no directors in office,  then an election of directors may be held in the manner
provided by  statute.  If at the time of the filling of any vacancy or any newly
created directorship, the directors in office constitute less than a majority of
the whole board,  the Court of Chancery may, upon application of any stockholder
or  stockholders  holding at least ten percent of the total number of the shares
outstanding  at that  time and who have  the  right to vote for such  directors,
summarily  order an  election  to be held to fill any  such  vacancies  or newly
created directorships,  or to replace the directors chosen by the directors then
in office.

     Section 3.        General Powers.
     --------------------------------

     The  board of  directors  shall  manage  and  direct  the  business  of the
corporation, and may exercise all such powers of the corporation and do all such
lawful  acts  and  things  as  the  stockholders  are  not  by  statute,  by the
certificate of incorporation or by these bylaws directed or required to exercise
or do.

     Section 4.        Meetings.
     --------------------------

     The board of directors of the corporation  may hold meetings,  both regular
and special,  either within or outside the State of Delaware.  Board members may
participate  in such  meetings  by  means of  conference  telephone  or  similar
communications  equipment in accordance with the

<PAGE>

General Corporation Law of the State of Delaware.  Regular meetings of the board
of directors may be held without notice at such places and times as the board of
directors  may determine by  resolution  from time to time.  The chairman of the
board or the chief executive  officer may call special  meetings of the board of
directors  and any two  directors  may call  special  meetings  of the  board of
directors by written request and on seventy-two hours' written or oral notice.

     Section 5.        First Meeting of the Board of Directors.
     ---------------------------------------------------------

     The first meeting of each newly elected board of directors shall be held at
such time and place as the stockholders shall fix by vote at the annual meeting,
and no notice of such meeting shall be necessary to the newly elected  directors
in order to hold the meeting  legally,  provided that a quorum shall be present.
If the  stockholders  fail to fix the time or place of such first meeting of the
newly elected board of directors, or if such meeting is not held at the time and
place which the  stockholders  have fixed,  the meeting may be held at such time
and place as shall be specified in a notice  given as  hereinafter  provided for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

     Section 6.        Specified Powers of the Board of Directors.
     ------------------------------------------------------------

     Without  prejudice  to the general  powers  described  in Section 3 of this
Article,  the board of directors  shall have the  following  powers,  subject to
applicable law, the certificate of incorporation and these bylaws:

     (a) To adopt a common seal of corporation;

     (b) To make and change regulations, not inconsistent with these bylaws, for
the management of the corporation's business and affairs;

     (c) To purchase or  otherwise  acquire for the  corporation  any  property,
rights or privileges  which the  corporation  is authorized to acquire,  at such
price or consideration  and generally on such terms and conditions as they think
fit;

     (d) To pay for any property  purchased for the corporation either wholly or
partly  in  money,  stock,   bonds,   debentures  or  other  securities  of  the
corporation;

     (e) To borrow money and to make and issue  notes,  bonds,  debentures,  and
other negotiable and transferable  instruments,  mortgages,  deeds of trust, and
trust agreements, and to do every act and thing necessary to effectuate them;

     (f) To remove any officer,  with or without cause, and in their discretion,
from time to time,  to devolve  the powers  and duties of any  officer  upon any
other person for the time being;

     (g) To appoint and remove or suspend such subordinate officers,  employees,
agents or factors as they may deem necessary and to determine their duties;

<PAGE>

     (h) To confer  upon any  officer of the  corporation  the power to appoint,
remove and suspend subordinate officers,  agents,  employees and factors, and to
determine their duties and fix, and from time to time change,  their salaries or
remuneration and to require security as and when they think fit;

     (i) To determine  who shall be authorized  on the  corporation's  behalf to
make  and  sign  bills,  notes,  acceptances,  endorsements,  checks,  releases,
receipts, contracts and other instruments;

     (j) To  determine  who shall be  entitled to vote in the name and behalf of
the corporation upon, or to assign and transfer,  any shares of stock, bonds, or
other securities of other corporations held by the corporation;

     (k) To call special meetings of stockholders for any purpose or purposes;

     (l) To fix and from time to time  change  the  employment  agreements,  the
salaries, or the remuneration of all officers, agents, employees or factors, and
to require security as and when they think fit; and

     (m) To fill  vacancies  in the  offices  of  chairman  of the  board,  vice
chairman of the board, president,  any vice president,  secretary,  treasurer or
chief  financial  officer,  as well as any other  vacancies  as may exist in the
offices of the corporation.

     Section 7.        Quorum.
     ------------------------

     At all meetings of the Board a quorum for the transaction of business shall
be (a) three directors if the then authorized  number of directors  constituting
the board is fixed at four; (b) four directors if the then authorized  number of
directors  constituting the whole board is fixed at five, six, or seven; and (c)
five directors if the then authorized number of directors constituting the whole
board is fixed at eight  or nine;  and the act of a  majority  of the  directors
present at any meeting at which there is a quorum  shall be the act of the board
of  directors,  except  as  statute  or the  certificate  of  incorporation  may
otherwise  provide.  If a quorum is not  present at any  meeting of the board of
directors,  the  directors  present at the meeting may adjourn the meeting  from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum is present. A meeting at which a quorum initially is present may continue
to transact business notwithstanding the withdrawal of directors,  provided that
at least a majority of the required quorum for such meeting  approves any action
taken at such meeting.

     Section 8.        Action Without Meeting.
     ----------------------------------------

     Any action required or permitted to be taken at any meeting of the board of
directors  or of any  committee  thereof  may be taken  without  a  meeting,  in
accordance  with the General  Corporation Law of the State of Delaware if all of
the members of the board or committee,  as the case may be,  consent  thereto in
writing,  and such written  consent is filed with the minutes of  proceedings of
the board or committee.

<PAGE>

     Section 9.        Committees of Directors.
     -----------------------------------------

     The board of directors may, by resolution passed by a majority of the whole
board,  designate one or more committees,  each consisting of one or more of the
directors of the  corporation.  The board may designate one or more directors as
alternate members of any committee, to replace any absent or disqualified member
at any committee,  to replace any absent or disqualified member at any committee
meeting.

     Any such  committee,  to the extent provided in the resolution of the board
of directors, shall have and may exercise all of the powers and authority of the
board  of  directors  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 so require;  however,  such  committee  shall have neither the
power nor authority to amend the certificate of  incorporation  or these bylaws,
adopt an agreement of merger or  consolidation,  recommend to the stockholders a
dissolution of the  corporation  or a revocation of a dissolution,  or the sale,
lease or exchange of all or substantially all of the corporation's  property and
assets;  and no such  committee  shall have  neither the power nor  authority to
declare  a  dividend  or to  authorize  the  issuance  of the stock  unless  the
certificate  of  incorporation  or the  resolution  designating  such  committee
expressly  provides  and confers  such power and  authority.  Such  committee or
committees  shall  have  such  name or names as the  board of  directors  may be
resolution determine from time to time.

     Section 10.       Meetings of Committees.
     ----------------------------------------

     Each  committee  shall keep regular  minutes of its meetings and report the
same to the board of directors when required.

     Section 11.       Compensation of Directors.
     -------------------------------------------

     Unless  the  certificate  of  incorporation  or these  bylaws  specifically
provide  otherwise,  the board of directors  shall have the authority to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance  at each  meeting  of the board of  directors  and may also 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 receiving compensation  therefor.  Members
of  special  or  standing  committees  may  be  allowed  like  compensation  for
attendance at committee meetings.

     Section 12.       Interested Directors.
     --------------------------------------

     No contract or transaction  between the  corporation and one or more of its
directors or officers,  or between the  corporation  and any other  corporation,
partnership,  association,  or other  organization  in which  one or more of its
directors of officers are directors or officers,  or have a financial  interest,
shall be void or voidable solely for this reason, or solely because the director
or  officer  is  present  at or  participates  in the  meeting  of the  board of
directors or committee thereof which authorizes the contract or transaction,  or
solely because his or their votes are counted for such purpose, if:

<PAGE>

     (a) The  material  facts as to his  relationship  or interest and as to the
contract or transaction  are disclosed or are known to the board of directors or
the committee,  and the board of directors or committee in good faith authorizes
the  contract  or  transaction  by the  affirmative  votes of a majority  of the
disinterested directors,  even though the disinterested directors be less than a
quorum; or

     (b) The  material  facts as to his  relationship  or interest and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the holders of a majority of the stock outstanding; or

     (c) The contract or  transaction  is fair as to the  corporation  as of the
time it is  authorized,  approved  or  ratified  by the  board of  directors,  a
committee thereof or the stockholders.

     Common or interested  directors may be counted in determining  the presence
of a quorum  at a meeting  of the board of  directors  or of a  committee  which
authorizes the contract or transaction


     Section 13.       Removal of Directors.
     --------------------------------------

     Unless otherwise  restricted by the certificate of incorporation or by law,
the  holders  of a  majority  of  shares  entitled  to  vote at an  election  of
directors,  may remove,  with or without cause, any director or the entire board
of directors.

                                   ARTICLE IV
                                     NOTICE

     Section 1.        Notice.
     ------------------------

     When,   under  the   provisions  of  the  statutes,   the   certificate  of
incorporation or these bylaws, notice is required to be given to any director or
stockholder,  such notice shall not be construed to mean personal  notice.  Such
notice  may be  given  in  writing,  by  mail,  addressed  to such  director  or
stockholder,  at his  address as it appears on the  records of the  corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be  deposited  in the  United  States  mail.  Notice to
directors may also be given by telegram.

     Section 2.        Waiver of Notice.
     ----------------------------------

     Whenever  any notice is required to be given  under the  provisions  of the
statutes,  the certificate of incorporation or these bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated  therein,  shall be deemed to be  equivalent to notice.

                                    ARTICLE V
                                    OFFICERS
<PAGE>

     Section 1.        Officers.
     --------------------------

     The board of  directors  shall elect the officers of the  corporation,  and
they  shall be a  chairman  of the  board,  a  president,  a  vice-president,  a
secretary  and a treasurer.  The board of directors  may also choose  additional
vice-presidents, and one or more assistant secretaries and assistant treasurers.
The same  person  may hold any number of  offices,  unless  the  certificate  of
incorporation or these bylaws provide otherwise.

     Section 2.        Election of Officers.
     --------------------------------------

     The board of directors,  at its first meeting after each annual  meeting of
stockholders,  shall elect a chairman  of the board,  a  president,  one or more
vice-presidents, a secretary and a treasurer. The board of directors may appoint
such other  officers and agents as it deems  necessary.  Such other officers and
agents who shall hold their  offices  for such  time,  and shall  exercise  such
powers and perform such duties as the board shall determine from time to time.

     Section 3.        Officers' Salaries and Employment Agreements.
     --------------------------------------------------------------

     The board of directors shall fix the salaries of and approve all employment
agreements with all officers and agents of the corporation.

     Section 4.        Term of Office and Removal of Officers.
     --------------------------------------------------------

     The officers of the  corporation  shall hold office until their  successors
are elected and qualify.  The board of  directors  may remove at any time by the
affirmative  vote of a mojority of the directors any officer which the board has
elected or appointed.  The board of directors shall fill any vacancy that occurs
in any office of the corporation.

     Section 5.        The Chairman of the Board.
     -------------------------------------------

     The  chairman  of the board  shall be the chief  executive  officer  of the
corporation,  shall preside at all meetings of the board of directors, and shall
exercise  such powers and perform such duties as the board of directors or these
bylaws may assign or prescribe to him. If there is no president, the chairman of
the board shall in addition be the president of the  corporation  and shall have
the powers and duties prescribed in Section 6 of this Article V.

     Section 6.        The President.
     -------------------------------

     The  president  shall be the chief  operating  officer of the  corporation,
shall preside at all meetings of the stockholders, shall have general and active
management of the business of the  corporation and shall see that all orders and
resolutions of the board of directors are carried into effect.

     Section 7.        The Vice-Presidents.
     -------------------------------------

<PAGE>

     The  board  of  directors  may  elect  such  vice-presidents  as  it  deems
necessary,  and such  vice-presidents  shall  perform  such duties and have such
other powers as the board of directors may prescribe from time to time.

     Section 8.        The Secretary and Assistant Secretaries.
     ---------------------------------------------------------

     The  secretary  shall attend all meetings of the board of directors and all
meetings of the  stockholders,  shall record all the proceedings of the meetings
of the  corporation  and the  board of  directors  in a book to be kept for that
purpose,  and  shall  perform  like  duties  for the  standing  committees  when
required. The secretary,  who shall act under the supervision of the chairman of
the board,  shall  give,  or cause to be given,  notice of all  meetings  of the
stockholders and special  meetings of the board of directors,  and shall perform
such other  duties as the board of  directors  or  chairman  of the board  shall
prescribe.  The  secretary  shall  have  custody  of the  corporate  seal of the
corporation and along with an assistant secretary, shall have authority to affix
the same to any instrument  requiring it and when so affixed, it may be attested
by the secretary's signature or by the signature of the assistant secretary. The
board of directors may give general  authority to any other officer to affix the
seal of the  corporation  and to  attest  the  affixing  by his  signature.  The
assistant secretary, or if there are more than one, the assistant secretaries in
the order which the board of directors  shall  determine (or if there is no such
determination,  in the order of their  election)  shall,  in the  absence of the
secretary or if the  secretary  is unable or refuses to act,  perform the duties
and exercise the powers of the secretary and shall perform such other duties and
have  such  other  powers  as the  board  of  directors  may  from  time to time
prescribe.

     Section 9.        The Treasurer and Assistant Treasurers.
     --------------------------------------------------------

     The treasurer  shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the  corporation  and shall  deposit all monies and other  valuable
effects in the names and to the credit of the  corporation in such  depositories
as the board of directors may designate.  The treasurer shall disburse the funds
of the corporation as the board of directors may order, take proper vouchers for
such  disbursements,  and shall  render to the  chairman of the board and to the
board of directors,  at its regular meetings,  or when the board so requires, an
account of all  transactions as treasurer and of the financial  condition of the
corporation.  If the board of directors  requires,  the treasurer shall give the
corporation  a bond (which  shall be renewed  every six years),  in such sum and
with such surety or sureties as shall be satisfactory to the board of directors,
for the faithful  performance of the duties of office and for the restoration to
the corporation,  in case of the treasurers  death,  resignation,  retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind belonging to the corporation  which are in the possession or under
the control of the treasurer. The assistant treasurer, or if there are more than
one, the assistant  treasurers,  in the order which the board of directors shall
determine  (or if  there  is no  such  determination,  in  the  order  of  their
election),  in the absence of the  treasurer  or in the event the  treasurer  is
unable or refuses to act,  shall  perform the duties and  exercise the powers of
the  treasurer and shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

<PAGE>

                                   ARTICLE VI
                               STOCK CERTIFICATES

     Section 1.        Certificate of Stock.
     --------------------------------------

     The  corporation  shall issue to each holder of stock a  certificate  which
certifies the number of shares such holder of stock owns in the corporation, and
the chairman or vice-chairman  of the board of directors,  or the president or a
vice-president and the treasurer,  an assistant  treasurer,  the secretary or an
assistant  secretary of the corporation  shall sign such certificate in the name
of the  corporation.  Any or all of the  signatures  on the  certificate  may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  the corporation may issue such  certificate  with the same effect as if
said person were such officer, transfer agent or registrar at the date of issue.

     Section 2.        Lost Certificates.
     -----------------------------------

     The  board  of  directors   may  direct  the  issuance  of  a   replacement
certificate,  on such terms and conditions as the board may require, in place of
any certificate which the corporation  issued, and which is alleged to have been
lost, stolen or destroyed.  The board of directors may require that the owner of
the lost, stolen or destroyed certificate prepare an affidavit of that fact as a
condition  to the issuance of a new  certificate.  The board of directors in its
discretion and as a condition to the issuance of a new  certificate  may require
the  owner  of  such  lost,  stolen  or  destroyed   certificate  or  his  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim that may be made  against it with the respect to
the  alleged  lost,   stolen  or  destroyed   certificate  or  the   replacement
certificate.

     Section 3.        Transfer of Stock.
     -----------------------------------

     Upon surrender to the  corporation or the transfer agent of the corporation
of a certificate  for shares duly endorsed or accompanied by proper  evidence of
succession,  assignation  or authority to transfer,  it shall be the duty of the
corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction upon its books.

     Section 4.        Rules as to Issues of Certificates.
     ----------------------------------------------------

     The board of directors may make such rules and  regulations  as it may deem
expedient  concerning the issue,  transfer and  registration  of certificates of
stock of the corporation.

     Each and every person accepting from the corporation  certificates of stock
therein  shall  furnish to the  corporation  a written  statement  of his or her
residence or post office address, or such other information as shall be required
by law.

     Section 5.        Status of Recordholders.
     -----------------------------------------

<PAGE>

     The board of  directors  shall be entitled to treat the holder of record of
any share or shares of stock as the  holder  in fact  thereof,  and  accordingly
shall not be bound to recognize any equitable or other claim to, or interest in,
such  share or shares on the part of any other  person,  whether or not it shall
have express or other notice thereof, save as expressly provided by law.

     Section 6.        Fixing Record Date.
     ------------------------------------

     In order for the corporation to determine which  stockholders  are entitled
to  receive  notice  of or to  vote  at  any  meeting  of  stockholders  or  any
adjournment  thereof,  to express consent to corporate action without a meeting,
to receive  payment of any  dividend or other  distribution  or allotment of any
rights,  to  exercise  any rights  with  respect to any  change,  conversion  or
exchange of stock or for the purpose of any other  lawful  action,  the board of
directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
before any other action.

     If the board of directors does not so fix a record date:

     (a) The record date for determining stockholders entitled to receive notice
of or to vote at a meeting of stockholders  shall be at the close of business on
the day next preceding the day on which notice is given or, if notice is waived,
at the close of business on the  business day next  preceding  the date on which
the meeting is held;

     (b) The record date for determining  stockholders  entitled to give consent
to corporate action in writing without a meeting, when no previous action by the
board of directors  is  necessary,  shall be the day on which the first  written
consent is given; and

     (c) The record  date for  determining  Stockholders  for any other  purpose
shall be at the close of  business  on the day on which  the board of  directors
adopts the resolution relating thereto.

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

     Section 7.        Registered Stockholders.
     -----------------------------------------

     The  corporation  shall be entitled to recognize the  exclusive  right of a
person registered on its books as the owner of shares to receive dividends,  and
to vote as such  owner,  and to hold liable for calls and  assessments  a person
registered on its books as the owner of shares, and the corporation shall not be
bound to recognize  any equitable or other claim to or interest in such share or
shares on the part of any other  person,  whether or not the  corporation  shall
have express or other notice thereof,  except as otherwise  provided by the laws
of Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS

<PAGE>

     Section 1.        Dividends.
     ---------------------------

     The board of directors may, at any regular or special meeting,  pursuant to
law,  declare  and pay  dividends  upon the  capital  stock of the  corporation,
subject to any  restrictive  provisions  of the  certificate  of  incorporation.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the  provisions of the  certificate  of  incorporation.  The board of
directors may set apart,  out of any of the funds of the  corporation  available
for dividends,  such sum or sums as the directors in their discretion  designate
as a reserve or reserves for any proper  purpose and the directors may modify or
abolish any such reserve.

     Section 2.        Annual Statements.
     -----------------------------------

     The board of directors  shall  present at each annual  meeting,  and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

     Section 3.        Checks.
     ------------------------

     Such  officer or officers  or such other  person or persons as the board of
directors may from time to time  designate  shall sign all checks or demands for
money and notes of the corporation.

     Section 4.        Fiscal Year.
     -----------------------------

     The board of  directors  shall fix the fiscal  year of the  corporation  by
resolution.

     Section 5.        Seal.
     ----------------------

     The  corporate  seal  shall  have   inscribed   thereon  the  name  of  the
corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

     Section 6.        Indemnification of Directors, Officers, Employees and
                       Other Agents.
     -----------------------------------------------------------------------

     (a) Scope of  Indemnification.  The corporation  shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative by reason of the fact that such person is or was
a director,  officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action,  suit or proceeding to the fullest extent permitted by Delaware law
and the certificate of incorporation.

     (b) Advance of Expenses.  Costs and expenses  (including  attorneys'  fees)
incurred by or on behalf of a director,  officer, employer or agent in defending
or investigating any action,

<PAGE>

suit proceeding or investigation  shall be paid by the corporation in advance of
the final  disposition of such matter,  if such director,  officer,  employee or
agent shall undertake in writing to repay any such advances in the event that it
is  ultimately  determined  that he or she is not  entitled to  indemnification.
Notwithstanding the foregoing,  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 obtained or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs)  by
independent  legal  counsel,  that,  based upon the facts  known to the Board or
counsel  at the time such  determination  is made,  (i) the  director,  officer,
employee or agent acted in bad faith or deliberately breached his or her duty to
this  Corporation or its  stockholders,  and (ii) as a result of such actions by
the  director,  officer,  employee or agent,  it is more likely than not that it
will ultimately be determined that such director,  officer, employee or agent is
not entitled to indemnification.

     (c) Other Rights and  Remedies.  The  indemnification  and  advancement  of
expenses  provided  by, or granted  pursuant to, the other  subsections  of this
Section 6 of Article VII shall not be deemed  exclusive  of any other  rights to
which those seeking  indemnification  or advancement of expenses may be entitled
under any  Amended and  Restated  Bylaws,  agreement,  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.

     (d)  Continuation  of  Indemnification  and  Advancement  of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Section 6 of Article VII shall,  unless otherwise  provided when authorized
or ratified,  continue as to a person who has ceased to be a director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     Section 7.        Directors' and Officers' Liability Insurance.
     --------------------------------------------------------------

     The board of directors shall have the power to purchase liability insurance
on behalf of the corporation, for the directors and officers of the corporation.

                                  ARTICLE VIII
                                   AMENDMENTS

     Section 1.        Amendment of Bylaws.
     -------------------------------------

     New bylaws may be adopted or these bylaws may be amended or repealed by the
vote or written consent of the holders of a majority of the  outstanding  shares
of stock  entitled  to vote,  or by the board of  directors,  when such power is
conferred upon the board by the certificate of  incorporation.  The power of the
board of  directors  to adopt,  amend or repeal  bylaws  shall  not  divest  the
stockholders  of the  power  nor limit  their  power to  adopt,  amend or repeal
bylaws.