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                                                                 Exhibit 3.136

                                    RESTATED

                                   BY-LAWS OF

                           PLAZA COMMUNICATIONS, INC.

                               ARTICLE I. OFFICES


Section 1.01 Principal Office

            The principal office for the transaction of the business of the
corporation is hereby fixed and located at 18818 Teller Ave. Irvine, County of
Orange, State of California. The Board of Directors is hereby granted full power
and authority to change the principal office from one location to another.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

Section 2.01 Place of Meetings

            All the meetings of the shareholders shall be held at the principal
office of the corporation in the State of California, or any other place within
this State, as may be designated for that purpose from time to time by the Board
of Directors.

Section 2.02 Time of Annual Meeting

            The annual meetings of the shareholders shall be held on the first
convenient business day in the second or third week of December.

Section 2.03 Notice of Annual Shareholders' Meetings

            (a) Notice of annual meetings of shareholders shall be sent in
writing to shareholders of record as specified by the Board of Directors
together with proxy statements and annual reports as least 15 days prior to the
annual meeting.
<PAGE>

            Notice of Special Meetings

            (b) Notice of special meetings of shareholders, specifying the
place, the day and hour of the meeting, and the general nature of the business
to be transacted, and any matters that may be required by law, the Articles of
Incorporation, or these By-laws, shall be given in writing to each shareholder
entitled to vote at the meeting at least ten (10) days, but not more than sixty
(60) days, before the date of the meeting either personnally or by mail or other
means of written communication, addressed to the shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. Notice of adjourned meetings is not necessary unless the
meeting is adjourned for forty-five (45) days or more, in which case notice of
the adjourned meeting shall be given as in the case of any special meeting.

            Entry of Notice

            (c) Whenever any shareholder entitled to a vote has been absent from
any meeting of shareholders, whether annual or special, an entry in the minutes
to the effect that notice has been duly given shall be sufficient evidence that
due notice of such meeting was given to such shareholder, as required by law and
the By-laws of the corporation.

Section 2.04 Special Meetings

            Special meetings of the shareholders for any purpose or purposes
whatsoever may be called at any time by the president, chairman of the board, or
by the Board of Directors, or by any two or more directors, or by one or more
shareholders holding not less than one-tenth (1/10) of the voting power of the
corporation.

Section 2.05 Quorum

            The presence in person or by proxy of the holders of a majority of
the shares entitled to vote at any meeting of shareholders shall constitute a
quorum for the transaction of business. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the the shares required to constitute a
quorum.

Section 2.06 Voting

            The shareholders entitled to vote at any meeting of shareholders
shall be determined in accordance with the
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provisions of Section 2.10 of this Article II, subject to the provisions of
Sections 702 to 704, inclusive, of the Corporations code of California (relating
to voting shares held by a fiduciary, in the name of a corporation, or in joint
ownership). The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder before the voting has begun. On any matter other than elections of
directors, any shareholder may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against the proposal,
but, if the shareholder fails to specify the number of shares which the
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares that the shareholder
is entitled to vote. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on any
matter (other than election of directors) shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by
California General Corporation Law or by the articles of incorporation.

            At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which that shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among any or all of the candidates, as
the shareholder thinks fit. The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.

Section 2.07 Proxies

            Every person entitled to vote for directors or on any other matter
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to
<PAGE>

the corporation stating that the proxy is revoked, or by a subsequent proxy
executed by, or attendance at the meeting and voting in person by, the person
executing the proxy; or (ii) written notice of the death or incapacity of the
maker of that proxy is received by the corporation before the vote pursuant to
that proxy is counted; provided, however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy, unless otherwise
provided in the proxy. The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of Sections 705 (e) and
705 (f) of the Corporations Code of California.

Section 2.08 Consent of Absentees or Waiver of Notice

            No defect in the calling or noticing of a shareholder's meeting will
affect the validity of any action at the meeting if a quorum was present, and if
each shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of the meeting, or approval of the minutes,
either before or after the meeting, and such waivers, consents, or approvals are
filed with the corporate records or made a part of the minutes of the meeting.

            Attendance by a person at a meeting shall also constitute a waiver
of notice of that meeting, except when the person objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice of the meeting if that objection is expressly made at the meeting.

Section 2.09 Action Without Meeting

            Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted. In the case of
election of directors, such a consent shall be effective only if signed by the
holders of all outstanding shares entitled to vote for the election of
directors; provided, however, that a director may be elected at any time to fill
a vacancy on the board of directors that has not been filled by the directors,
by the written consent of the holders of a majority of the outstanding shares
entitled to vote for the election of directors. All such consents shall be filed
with the secretary of the corporation and shall be maintained in the corporate
records.
<PAGE>

Any shareholder giving a written consent, or the shareholder's proxy holders, or
a transferee of the shares or a personal representative of the shareholder or
their respective proxy holders, may revoke the consent by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

            If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all shareholders
shall not have been received, the secretary shall give prompt notice of the
corporate action approved by the shareholders without a meeting. This notice
shall be given in the manner specified in Section 2.03 if this Article. In the
case of approval of (i) contracts or transactions in which a director has a
direct or indirect financial interest, pursuant to Section 310 of the
Corporations Code of California, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, and (iv) a distribution
other than in accordance with the rights of outstanding preferred shares,
pursuant to Section 2007 of that Code, the notice shall be given at least ten
(10) days before the consummation of any action authorized by that approval.

Section 2.10 Record Date

            For purposes of determining the shareholders entitled to notice of
any meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such action without a meeting, and in this event only shareholders of record
on the date so fixed are entitled to notice and to vote or to give consents, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the
California General Corporation Law.

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

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

                  (b) The record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, (i) when no prior
action by the board has been taken,
<PAGE>

shall be the day on which the first written consent is given, or (ii) when prior
action of the board has been taken, shall be at the close of business on the day
on which the board adopts the resolution relating to that action, or the
sixtieth (60) day before the date of such other action, whichever is later.

Section 2.11 Inspectors of Election

            In connection with any election of shareholders, the board may
appoint inspectors of election to act at the meeting and any adjournment thereof
in accordance with the requirements of the California Corporations Law.

                             ARTICLE III. DIRECTORS

Section 3.01 Powers

            The directors shall act only as a board and an individual director
shall have no power as such. All corporate powers of the corporation shall be
exercised by, or under authority of, and the business and affairs of the
corporation shall be controlled by the Board of Directors, subject, however, to
such limitations as are imposed by law, the Articles of Incorporation, or these
Bylaws, as to actions to be authorized or approved by the shareholders. The
Board of Directors may, by contract or otherwise, give general or limited or
special power and authority to the officers and employees of the corporation to
transact the general business, or any special business, of the corporation, and
may give powers of attorney to agents of the corporation to transact any special
business requiring such authorization.

Section 3.02 Number and Qualification of Directors

            The authorized number of directors shall be three (3)* until changed
by a duly adopted amendment to the articles of incorporation or by an amendment
to this by-law adopted by the vote or written consent of holders of a majority
of the outstanding shares entitled to vote; provided, however, that an amendment
reducing the number of directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of action by written consent, are equal to more than
16-2/3% of the outstanding shares entitled to vote. Directors need not be share
holders.

*Five (5) adopted April 21, 1983
<PAGE>

Section 3.03 Election and Term of Office

            The directors shall be elected annually by the shareholders entitled
to vote, and shall hold office for one year and until their respective
successors are elected, or until their death, resignation or removal.

Section 3.04 Vacancies

            Vacancies in the Board of Directors may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at an annual meeting of shareholders or at a special meeting called for
that purpose. The shareholders may elect a director at any time to fill any
vacancy not filled by the directors.

            If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the board, or the shareholders, shall
have power to elect a successor to take office when the resignation shall become
effective.

            No reduction of the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.

Section 3.05 Removal of Directors

            The entire Board of Directors or any individual director may be
removed from office in the manner provided by law.

Section 3.06 Place of Meetings

            All meetings of the Board of Directors shall be held at the
principal office of the corporation or at such place within or without the State
as may be designated from time to time by resolution of the board or by written
consent of all the members of the board. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, so long as all
directors participating in the meeting can hear one another, and all such
directors shall be deemed to be present in person at the meeting.

Section 3.07 Regular Meetings

            Regular meetings of the Board of Directors shall be held on such day
or days as the Board of Directors shall determine by resolution. Such regular
meetings may be held without notice.
<PAGE>

Section 3.08 Annual Meetings

            Annual meetings of the Board of Directors shall be held, without
call or notice, immediately following each annual meeting of the shareholders of
this corporation.

Section 3.09 Special Meetings

            Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the chairman of the board or the president
or any vice president or the secretary or any two directors.

            Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of the holding of the meeting. In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before
the time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.

Section 3.10 Quorum

            A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.12 of this Article III. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the board of directors, subject to the provisions of
Section 310 of the Corporations Code of California (as to approval of contracts
or transactions in which a director has a director or indirect material
financial interest), Section 311 of that Code (as to appointment of committees,
and Section 317(e) of that Code (as to indemnification of directors). A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
<PAGE>

Section 3.11 Board Action Without Meeting

            Any action required or permitted to be taken by the Board of
Directors, may be taken without a meeting, and with the same force and effect as
a unanimous vote of directors, if all members of the Board shall individually or
collectively consent in writing to such action and if such written consents
shall be filed with the minutes of the proceedings of the Board. Any certificate
or other document filed under any provision of this Article which relates to
action so taken shall state that the action was taken by unanimous written
consent of the Board of Directors without a meeting, and that the By-laws
authorize the directors to so act, and such statement shall be prima facie
evidence of such authority.

Section 3.12 Adjournment Notice

            A quorum of the directors may adjourn any directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place is
fixed at the meeting adjourned, unless the meeting is adjourned for more than
twenty-four (24) hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting, in the manner specified in
Section 3.09 of this Article III, to the directors who were not present at the
time of the adjournment. In the absence of a quorum, a majority of the directors
present at any directors' meeting, either regular or special, may adjourn from
time to time until the time fixed for the next regular meeting of the Board.

Section 3.13 Conduct of Meetings

            The Chairman of the Board or President, of in their absence, any
director selected by the directors present shall preside at meetings of the
Board of Directors. The secretary of the corporation, or in his absence, any
person appointed by the presiding officer, shall act as secretary of the Board
of Directors.

Section 3.14 Waiver of Notice

            The transaction of any meeting of the board of directors, however,
called and noticed or wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice if a quorum is present and if,
either before or after the meeting, each of the directors not present signs a
written waiver of notice, a consent to holding the meeting or as approval of the
minutes. The waiver of notice or consent need not specify
<PAGE>

the purpose of the meeting. All such waivers, consents, and approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who attends the
meeting without protesting before or at its commencement, the lack of notice to
that director.

Section 3.15 Compensation

            Directors and members of committees may receive such compensation,
if any, for their services, and such reimbursement for expenses, if any, as may
be fixed or determined by resolution of the Board. This section 3.15 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation for those services.

Section 3.16 Indemnification of Directors, Officers, Employees, and Other Agents

            The corporation shall, to the maximum extent permitted by the
California General Corporation Law, indemnify each of its agents against
expenses, judgments, fines, settlements and other proceedings arising by reason
of the fact any such person is or was an agent of the corporation. For purposes
of this Section, an "agent" of the corporation includes any person who is or was
a director, officer, employee, or other 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, or was a director, officer, employee, or agent of a corporation
which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation.

                             ARTICLE IV. COMMITTEES

Section 4.01 Committees of Directors

            The board of directors may, by resolution adopted by a majority of
the authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the board, shall have all
the authority of the board, except with respect to:
<PAGE>

                  (a) the approval of any action which, under the General
Corporation Law of California, also requires shareholders' approval or approval
of the outstanding shares;

                  (b) the filling of vacancies on the board of directors or in
any committee;

                  (c) the fixing of compensation of the directors for serving on
the board or on any committee;

                  (d) the amendment or repeal of by-laws or the adoption of new
by-laws;

                  (e) the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;

                  (f) a distribution to the shareholders of the corporation,
except at a rate or in a periodic amount or within a price range determined by
the board of directors; or

                  (g) the appointment of any other committees of the board of
directors or the members of these committees.

Section 4.02 Meeting and Action of Committees

            Meetings and action of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these By-laws,
Sections 3.06 (place of meetings), 3.07 (regular meetings), 3.09 (special
meetings and notice), 3.10 (quorum), 3.14 (waiver of notice), 3.12 (adjournment)
and (notice of adjournment), and 3.11 (action without meeting), with such
changes in the context of those By-laws as are necessary to substitute the
committee and its members for the board of directors and its members, except
that the time of regular meetings of committees may be determined either by
resolution of the board of directors or by resolution of the committee; special
meetings of committees may also be called by resolution of the board of
directors; and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these By-laws.

                               ARTICLE V. OFFICERS

Section 5.01 Titles and Appointment

            The officers of the corporation shall be a president, one or more
vice-presidents, a secretary, a chief financial officer
<PAGE>

and such assistants and other officers, including Chairman of the Board, as the
Board of directors shall from time to time determine. Any number of offices may
be held by one person, and any office, except president, chairman of the board,
if any, secretary and a chief financial officer, may be left unfilled for any
period in the discretion of the Board of Directors. All officers shall be
elected by and hold office at the pleasure of the Board of Directors, which
shall fix the compensation and tenure of all officers. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in the By-laws for regular
appointments to such office.

Section 5.02 Chairman of the Board

            The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may be from time to time assigned to him by the
board of directors or prescribed by the by-laws. If there is no president, the
chairman of the board shall in addition be the chief executive officer of the
corporation and shall have the powers and duties prescribed in this Section for
the President.

Section 5.03 President

            Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president 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 the officers of the corporation. He
shall preside at all meetings of the shareholders and, in the absence of the
chairman of the board, or if there be none, at all meetings of the board of
directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and duties as may be prescribed by the board of directors or the
by-laws.

Section 5.04 Vice-President

            The vice-president, or the vice-presidents in the order of their
seniority, if the corporation shall have any, may assume and perform the dutied
of the president in the absence or disability of the president or whenever the
office of president is vacant, and shall perform such other duties and have such
other powers as the Board of Directors or the president shall designate from
time to time.
<PAGE>

Section 5.05 Secretary

            The secretary shall see that all notices are duly given in
accordance with the provisions of these By-laws or as required by laws; shall
keep the minutes of all proceedings or meetings of shareholders and of the Board
of Directors, and any committees thereof; keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer agent, if any, a
share register, or a duplicate share register, showing the names of the
shareholders and their addresses; the number and classes of shares held by each;
the number and date of certificates issued for the same; the number and date of
cancellation of every certificate surrendered for cancellation; keep the seal
of the corporation in safe custody; and shall perform such other duties as are
incident to his office or as are assigned to him by the Board of Directors or by
the president.

Section 5.06 Chief Financial Officer

            The chief financial officer shall receive and have custody of all
funds and securities of the corporation; shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors; disburse the funds
of the corporation as may be ordered by the Board of Directors; shall keep
adequate and correct books and records of account of the corporation's
properties and business transactions of the corporation, including the accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares; and shall render to the president and directors,
whenever they request it, an account of all his transactions as as chief
financial officer and of the financial condition of the corporation. The books
of accounts shall at all reasonable times be open for inspection by any
director.

Section 5.07 Checks and Drafts

            All checks, drafts or other orders for payment of money, notes or
other evidences 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 of
Directors.
<PAGE>

                                   ARTICLE VI.

             EXECUTION AND FILING OF INSTRUMENTS AND OTHER DOCUMENTS

Section 6.01 Execution of Instruments

            The Board of Directors may, in its discretion, determine the method
and designate the signatory officer or officers, or other persons, to execute
any corporate instrument or document, or to sign the corporate name without
limitation, except where otherwise provided by law, and such execution or
signature shall be binding upon the corporation.

Section 6.02 Seal

            The corporation shall adopt and use a corporate seal consisting of a
circle setting forth on its circumference the name of the corporation and
showing the state and date of incorporation.

Section 6.03 Annual Statement of General Information

            The corporation shall, during the period commencing on March 1 and
ending on August 31 in each year, file with the Secretary of the State of
California, on the prescribed form, a statement setting forth the authorized
number of directors, the names and complete business or residence addresses of
all incumbent directors, the names and complete business or residence addresses
of the chief executive officer, secretary, and chief financial officer, the
street address of its principal executive office or principal business office in
this state, and the general type of business constituting the principal
business activity of the corporation, together with a designation of the agent
of the corporation for the purpose of service of process, all in compliance with
Section 1502 of the Corporations Code of California.

                  ARTICLE VII. ISSUANCE AND TRANSFER OF SHARES

Section 7.01 Certificates for Paid and Unpaid Shares

            Certificates for shares of the corporation shall be issued when
fully paid, and maybe issued prior to full payment under such restrictions as
the Board of Directors may deem proper.
<PAGE>

Section 7.02 Share Certificates

            The certificates shall be in such form and device as shall be
provided by the Board of Directors and shall fully comply with the provisions of
the Corporations Code of the State of California. The certificates shall be
signed by the chairman of the board, president, or the vice-president, and by
the secretary, or assistant secretary, or chief financial officer, and the seal
of the corporation shall be affixed thereto. Any and all of the signatures on
the certificate may be facsimile.

Section 7.03 Replacement of Certificates

            No new certificates shall be issued until the former certificate for
the shares represented thereby shall have been surrendered and canceled, except
in the case of lost or destroyed certificates for which the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity, if required by the Board.

Section 7.04 Transfer of Shares

            Shares of the corporation may be transferred by endorsement by the
signature of the owner, his agent, attorney, or legal representative, and the
delivery of the certificate; but such transfer is not valid, except as to the
parties thereto, until the same is so entered upon the books of the corporation
so as to show the names of the parties by whom and to whom transferred, the
number of the certificate, and the number or designation of the shares and the
date of the transfer, and until the old certificates are surrendered and
canceled, and any such transfer shall be subject to any restriction by any state
or federal law or regulation applicable thereto. The transferee in any transfer
of shares shall be deemed to have full notice of, and to consent to, the
By-laws of the corporation to the same extent as if he had signed a written
assent thereto. The Board of Directors may appoint one or more transfer agents
or transfer clerks, and one or more registrars, which shall be an incorporated
bank or trust company, either domestic or foreign, who shall be appointed at
such times and places as the requirements of the corporation may necessitate and
the Board of Directors may designate.
<PAGE>

                                  ARTICLE VIII.

                 RECORDS AND REPORTS AND VOTING OF OTHER SHARES

Section 8.01 Inspection of Books and Records

            All books and records, provided for by statute, including the
By-laws, shall be open to inspection of the directors and shareholders from time
to time and to the extent expressly provided by statute, and not otherwise.

Section 8.02 Annual Report

            The annual report to shareholders referred to in Section 1501 of the
California General Corporation Law is expressly dispensed with, but nothing
herein shall be interpreted as prohibiting the board of directors from issuing
annual or other periodic reports to the shareholders of the corporation as they
consider appropriate.

Section 8.03 Financial Statements

            A copy of any annual financial statement and any income statement of
the corporation for each quarterly period of each fiscal year, and any
accompanying balance sheet of the corporation as of the end of each such period,
that has been prepared by the corporation shall be kept on file in the principal
executive office of the corporation for twelve (12) months and each such
statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to any
such shareholder.

            If a shareholder or shareholder holding at least five percent (5%)
if the outstanding shares of any class of stock of the corporation makes a
written request to the corporation for an income statement of the corporation
for the three-month, six- month or nine-month period of the then current
fiscal year ended more than thirty (30) days before the date of the request, and
a balance sheet of the corporation as of the end of that period, the chief
financial officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, this report shall likewise be delivered or mailed to
the shareholder or shareholders within thirty (30) days after the request.
<PAGE>

            The corporation shall also, on the written request of any
shareholder, mail to the shareholder a copy of the last annual, semi-annual, or
quarterly income statement which it has prepared, and a balance sheet as of the
end of that period.

            The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

Section 8.04 Representation of Shares of Other Corporations

            The chairman of the board, the president, or any vice-president, or
any other person authorized by resolution of the board of directors or by any of
the foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations, foreign
or domestic, standing in the name of the corporation. The authority granted to
these officers to vote or represent on behalf of the corporation any and all
shares held by the corporation in any other corporation or corporation may be
exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.

                        ARTICLE IX. AMENDMENT OF BY-LAWS

Section 9.01 Amendment of By-laws by Shareholders and Directors

          The By-laws, and every part thereof, may from time to time and at any
time, be amended, altered, repealed, and new or additional By-laws may be
adopted as follows: (1) By the vote of the shareholders entitled to exercise a
majority of the voting power of the corporation or by the written assent of such
shareholders; or (2) subject to such right of shareholders, by a majority vote
of the directors present at any meeting of the Board at which a quorum is
present, provided, however, that the Board of Directors may not adopt a By-law
or amendment thereof changing the authorized number of directors.
<PAGE>

                            CERTIFICATE OF SECRETARY

            I certify that:

            I am the Secretary of Plaza Publishing Company.

            The foregoing By-laws, consisting of seventeen (17) pages, are the
By-laws of the corporation adopted by the Board of Directors on December 17,
1987.

            Dated: December 17, 1987




                                        /s/ Kathleen Blank
                                        ---------------------------------
                                        Kathleen Blank (Secretary)