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Exhibit 3.4

AMENDED AND RESTATED BY-LAWS
OF
VIDEO NETWORK COMMUNICATIONS, INC.
(the Corporation)
EFFECTIVE May 16, 2002

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the
Corporation shall be at 1209 Orange Street, Wilmington, Delaware, County of New
Castle.

Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine.

ARTICLE IIMEETINGS OF STOCKHOLDERS

Section 1. Certain Definitions. For the purposes of these
By-Laws:

"Common Stock means the Common Stock, par value $.01 per share, of
the Corporation, any securities into which such Common Stock shall have been
changed or any securities resulting from any reclassification or
recapitalization of such Common Stock, and all other securities of any class or
classes (however designated), other than any participating preferred stock, of
the Corporation the holders of which have the right, without limitation as to
amount, after payment on any securities entitled to a preference on dividends
or other distributions upon any dissolution, liquidation or winding-up, either
to all or to a share of the balance of payments upon such dissolution,
liquidation or winding-up;





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"Independent Director means a director of the Corporation who is
not a Moneyline Nominee and who (i) is not an officer, employee or director of
any of Moneyline or its Affiliates, and (ii) has no affiliation or
compensation, consulting or contractual relationship with Moneyline or its
Affiliates such that a reasonable person would regard such director as likely
to be unduly influenced by any of such Persons.

"Management Stockholders means any director, officer, employee,
consultant or agent of the Corporation or any of its subsidiaries which has
executed a Restricted Stock Purchase Agreement and a Joinder Agreement, so long
as any such Person shall hold Restricted Securities;

"Moneyline means Moneyline Networks, LLC, a Delaware limited
liability company;

"Moneyline Stockholders means Moneyline and each Person to whom
Moneyline Transfers any Restricted Securities, so long as any such Person shall
hold Restricted Securities;

"OEP means One Equity Partners LLC, a Delaware limited liability
company;

"Person means an individual, partnership, corporation, limited
liability company or partnership, trust, unincorporated organization, joint
venture, government (or agency or political subdivision thereof) or any other
entity of any kind;

"Restricted Securities means (i) with respect to Moneyline and
OEP, the Common Stock, any other securities exercisable, exchangeable or
convertible for or into Common Stock and any securities issued with respect to
any of the foregoing as a result of any stock dividend, stock split,
reclassification, recapitalization, reorganization, merger, consolidation or
similar event or upon the conversion, exchange or exercise

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thereof and any
other securities designated as such by the Board of Directors; and (ii) with
respect to the Management Stockholders, any shares of Common Stock issued
pursuant to a Restricted Stock Purchase Agreement;

"Restricted Stock Purchase Agreements means the Restricted Stock
Purchase Agreements entered into, at any time or from time to time on or after
the date of the Stockholders Agreement, by the Corporation and any Management
Stockholder, as any such agreement may be amended, restated or modified from
time to time, and any other agreement designated as such by the Corporation;

"Stockholders means each of the Moneyline Stockholders and the
Management Stockholders; and

"Transfer means, directly or indirectly, any sale, transfer,
assignment, hypothecation, pledge or other disposition of any Restricted
Securities or any interests therein.

Section 2. Place of Meetings. Meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors.

Section 3. Annual Meetings. The Annual Meetings of
Stockholders for the election of directors shall be held on such date and at
such time as shall be designated from time to time by the Board of Directors.
Any other proper business may be transacted at the Annual Meeting of
Stockholders.

Section 4. Special Meetings. Unless otherwise required by
law or by the certificate of incorporation of the Corporation, as amended and
restated from time to time

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(the Certificate of Incorporation), Special
Meetings of Stockholders, for any purpose or purposes, may be called by either
(i) the Chairman, if there be one, or (ii) the President, (iii) any Vice
President, if there be one, (iv) the Secretary or (v) any Assistant Secretary,
if there be one, and shall be called by any such officer at the request in
writing of (i) the Board of Directors, (ii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority include the power to call such meetings or (iii)
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. At a Special Meeting of Stockholders, only
such business shall be conducted as shall be specified in the notice of meeting
(or any supplement thereto).

Section 5. Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise required by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting.

Section 6. Adjournments. Any meeting of the stockholders
may be adjourned from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the

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adjourned meeting shall be given to each stockholder of record entitled to vote
at the meeting.

Section 7. Quorum. Unless otherwise required by law or the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, in the manner provided in Section 6, until a quorum shall be
present or represented.

Section 8. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-laws, any question brought before any
meeting of stockholders, other than the election of directors, shall be decided
by the vote of the holders of a majority of the total number of votes of the
capital stock represented and entitled to vote thereat, voting as a single
class. Unless otherwise provided in the Certificate of Incorporation, and
subject to Section 5 of Article V hereof, each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for each share of
the capital stock entitled to vote thereat held by such stockholder. Such
votes may be cast in person or by proxy but no proxy shall be voted on or after
three years from its date, unless such proxy provides for a longer period. The
Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in such officers discretion, may
require that any votes cast at such meeting shall be cast by written ballot.

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Section 9. Consent of Stockholders in Lieu of Meeting.
Unless otherwise provided in the Certificate of Incorporation, any action
required or permitted to be taken at any Annual or Special Meeting of
Stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents 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 and shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made
to the Corporations registered office shall be by hand or by certified or
registered mail, return receipt requested. Every written consent shall bear
the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered in the manner
required by this Section 9 to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by
delivery to its registered office in the state of Delaware, its principal place
of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. 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

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consents signed by a sufficient number of holders to take the
action were delivered to the Corporation as provided above in this section.

Section 10. List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten 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, during ordinary business hours, for a
period of at least ten days prior to the meeting either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present.

Section 11. Stock Ledger. The stock ledger of the
Corporation shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by Section 10 of this Article II
or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

Section 12. Conduct of Meetings. The Board of Directors of
the Corporation may adopt by resolution such rules and regulations for the
conduct of the meeting of the stockholders as it shall deem appropriate.
Except to the extent inconsistent with such rules and regulations as adopted by
the Board of Directors, the chairman of any meeting of the stockholders shall
have the right and authority to

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prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
appropriate for the proper conduct of the meeting. Such rules, regulations or
procedures, whether adopted by the Board of Directors or prescribed by the
chairman of the meeting, may include, without limitation, the following: (i)
the establishment of an agenda or order of business for the meeting; (ii) the
determination of when the polls shall open and close for any given matter to be
voted on at the meeting; (iii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iv) limitations on attendance at
or participation in the meeting to stockholders of record of the corporation,
their duly authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (v) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (vi) limitations
on the time allotted to questions or comments by participants.

Section 13. Significant Transactions. For so long as the
Moneyline Stockholders own 25% or more of the shares of Common Stock of the
Corporation, the consent of Moneyline shall be required prior to entering into
any of the following transactions:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the authorization, issuance or sale of any capital stock or debt
securities or securities exercisable, convertible or exchangeable for or
into capital stock or debt securities or any option, warrant or other
right to acquire the same, of, or any other interest in, the Corporation
or
any subsidiary of the Corporation, other than securities issued
pursuant to existing option plans, securities issued upon exercise of
convertible securities existing as of the date hereof, or any amendment
or modification of any security of the Corporation or

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| |                                                                                     
| | ------------------------------------------------------------------------------------
| | any subsidiary of
the Corporation, whether or not outstanding as of the date hereof;



| |                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------
| | (b) the redemption, purchase or other acquisition of any securities
of the Corporation or any subsidiary of the Corporation;



| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) any amendment to, or modification, repeal or waiver of any
provision of, the Certificate of Incorporation or By-laws of the
Corporation or any subsidiary of the Corporation;



| |                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------
| | (d) the declaration or payment of any dividend or other distribution
by the Corporation with respect to the capital stock of the Corporation;



| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) the entering into, or the adoption of any amendment to or
modification, repeal or waiver of, any provision of any compensation
plan, arrangement, contract or agreement relating to the compensation of,
or other benefits arrangements for, any employee of the Corporation or
any subsidiary of the Corporation, in each case, other than ordinary
course salary arrangements for non-executive officers;
|
| | (f) the dissolution, liquidation or winding-up of the Corporation or
any subsidiary of the Corporation;                                                                                                                                                                                                                                                                                                        



| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) the commencement, initiation, continuation or settlement of any
suit, action or proceeding before any court, governmental or regulatory
agency or arbitral body, relating to the Corporation or any subsidiary of
the Corporation and involving amounts in excess of $250,000;

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| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h) the appointment or removal of the independent auditors of the
Corporation or any subsidiary of the Corporation or modification of
significant accounting methods or policies of the Corporation or any
subsidiary of the Corporation;



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | (i) the adoption of any significant change to the business plan and
budget of the Corporation;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) the filing of a voluntary petition in bankruptcy or commencement
of a voluntary legal procedure for reorganization, arrangement,
adjustment, relief or composition of indebtedness or other similar law
now or hereafter in effect, the consent to the entry of an order for
relief in an involuntary case under such law or the application for or
consent to the appointment of a receiver, liquidator, assignee, custodian
or trustee (or similar official) of the Corporation or any subsidiary of
the Corporation;



| |                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) any merger, consolidation, recapitalization or other business
combination to which the Corporation or any subsidiary of the Corporation
is a party or any sale of all or substantially all of the assets of the
Corporation or any subsidiary of the Corporation;



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (l) the appointment or removal of any executive officer of the
Corporation or any subsidiary of the Corporation;
|
| | (m) the establishment of any committee of the Board;                                                            



| |                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (n) the acquisition by the Corporation or any subsidiary of the
Corporation of any equity securities of any Person or securities
convertible into or exercisable or exchangeable for an equity interest in
any Person, including,

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| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | without limitation, any other instrument of
Indebtedness issued by any Person, where the aggregate purchase price of
such securities, whether in one or a series of related transactions, is
greater than $250,000;



| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (o) the acquisition of any assets by the Corporation or any
subsidiary of the Corporation in a single transaction or series of
related transactions having a value in excess of $250,000 in the
aggregate; and



| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | (p) taking any action, directly or indirectly, in contemplation of
any of the foregoing.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors; Classified
Board.

The Board of Directors shall consist of seven (7) members; except that,
for so long as the Moneyline Stockholders own 25% or more of the shares of
Common Stock of the Corporation, if the Moneyline Stockholders request, at any
time or from time to time, that the number of individuals constituting the
Board of Directors be changed, by written notice delivered to the Corporation,
the size of the Board shall be changed to such number.

For so long as the Moneyline Stockholders own 50% or more of the shares of
Common Stock or any other voting securities of the Corporation, each
Stockholder shall vote or cause to be voted all shares of Common Stock and any
other voting securities of the Corporation over which such Stockholder has
voting control, at any regular or special meeting of stockholders called for
the purpose of filling positions on the Board, or execute a written consent in
lieu of such a meeting of stockholders for the

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purpose of filling positions on
the Board, and shall take all actions necessary, to ensure the election to the
Board of four (4) individuals to be designated by Moneyline (each, a
Moneyline Nominee, and collectively, the Moneyline Nominees),
the Chief Executive Officer of the Corporation (the CEO) and two (2)
Independent Directors.

For so long as the Moneyline Stockholders own less than 50% but at least
25% of the shares of Common Stock or any other voting securities of the
Corporation owned by Moneyline on the date hereof, each Stockholder shall vote
or cause to be voted all shares of Common Stock and any other voting securities
of the Corporation over which such Stockholder has voting control, at any
regular or special meeting of stockholders called for the purpose of filling
positions on the Board, or execute a written consent in lieu of such a meeting
of stockholders for the purpose of filling positions on the Board, and shall
take all actions necessary, to ensure the election to the Board of three (3)
Moneyline Nominees, the CEO and three (3) Independent Directors.

For so long as the Moneyline Stockholders own less than 25% of the shares
of Common Stock or any other voting securities of the Corporation owned by
Moneyline on the date hereof, each Stockholder shall vote or cause to be voted
all shares of Common Stock and any other voting securities of the Corporation
over which such Stockholder has voting control, at any regular or special
meeting of stockholders called for the purpose of filling positions on the
Board, or execute a written consent in lieu of such a meeting of stockholders
for the purpose of filling positions on the Board, and shall take all actions
necessary, to ensure the election to the Board of a number of Moneyline
Nominees that is proportionate to the number of shares of Common Stock or any
other voting securities of the Corporation held by the Moneyline Stockholder,
the CEO and

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such number of Independent Directors as is necessary to fill any
remaining position on the Board.

The Board of Directors shall be divided into three classes, as nearly
equal in number as the then-authorized number of directors constituting the
Board permits, with the term of office of one class expiring each year and with
each director serving for a term ending at the third annual meeting of
stockholders following the annual meeting at which such director was elected.
Members of each class shall hold office until their successors are elected and
qualified. At each succeeding annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires at the
meeting shall be elected by a plurality vote of all votes cast at such meeting
to hold office for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election. Any director may resign
at any time upon written notice to the Corporation. Directors need not be
stockholders.

Section 2. Vacancies. Unless otherwise required by law,
these By-Laws or the Certificate of Incorporation, any vacancy on the Board
resulting from the resignation or removal of a director may be filled by the
remaining members of the Board of Directors, and the director so chosen shall
hold office for the remainder of the full term of the resigning or removed
directors seat. Notwithstanding the foregoing, in the event that a vacancy is
created on the Board at any time by the death, disability, retirement,
resignation or removal (with or without cause) of a director who is a Moneyline
Nominee, the Moneyline Stockholders may designate a new Moneyline Nominee to
fill the vacancy.

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Section 3. Duties and Powers. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

Section 4. Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as may from time to time be determined by
the Board of Directors. Special meetings of the Board of Directors may be
called by the Chairman, if there be one, the President, or by any director.
Notice thereof stating the place, date and hour of the meeting shall be given
to each director either by mail not less than forty-eight (48) hours before the
date of the meeting, by telephone or telegram on twenty-four (24) hours
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as otherwise required by law or
the Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business 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. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

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Section 6. Actions by Written Consent. Unless otherwise
provided in the Certificate of Incorporation, or these By-Laws, 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, if all the members of
the Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone.
Unless otherwise provided in the Certificate of Incorporation, members of the
Board of Directors of the Corporation, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 7 shall constitute presence in person at
such meeting.

Section 8. Committees. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. For so long as a Moneyline Nominee shall be a
member of the Board, each committee of the Board, including the executive,
audit, nominating and
compensation committees, shall include at least one Moneyline Nominee at all
times. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of any such committee. In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting

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and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to
the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all 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 require it. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section 9. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director, payable in cash or securities. 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 attending committee
meetings.

Section 10. 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 or
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 the director or officers vote is counted for such purpose if (i) the
material facts as to the director or officers

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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 (ii) the material facts as to the director
or officers 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
stockholders; or (iii) 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 11. Removal.

(a)  No director that is a Moneyline Nominee shall be removed without cause
unless the Moneyline Stockholders that designated such Moneyline Nominee
pursuant to Article III, Section 1 request, by written notice to the other
Stockholders, that such Nominee elected as a director be removed.

(b)  If at any time a member of the Board resigns or is removed (in
accordance with this Article III, Section 11, or otherwise), a new member of
the Board shall be designated to replace such member until the next election of
directors. If consistent with Article III, Section 1, the replacement director
is to be a Moneyline Nominee, the Moneyline Stockholders shall designate the
replacement Moneyline Nominee. If the former member was the CEO, the
replacement CEO shall be the

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replacement. Except as set forth in Section 11(d)
below, if consistent with Article III, Section 1, the replacement director is
to be an Independent Director, the remaining members of the Board shall
designate the replacement Independent Director.

(c)  Subject to Section 11(d) below, if at any time the number of Moneyline
Nominees entitled to be nominated to the Board in accordance with this
Agreement in an election of directors presented to stockholders would decrease,
within 10 days thereafter the Moneyline Stockholders shall cause a sufficient
number of Moneyline Nominees to resign from the Board so that the number of
Moneyline Nominees on the Board after such resignation(s) equals the number of
Moneyline Nominees that the Moneyline Stockholders would have been entitled to
designate had an election of directors taken place at such time. The Moneyline
Stockholders shall also cause a sufficient number of Moneyline Nominees to
resign from any relevant committees of the Board so that such committees are
comprised in the manner contemplated by Article III, Section 8, after giving
effect to such resignations. Any vacancies created by the resignations
required by this Section 11(c) shall be filled by Independent Directors.

(d)  If at any time the percentage of Common Stock or other voting
securities of the Corporation held by the Moneyline Stockholders decreases as a
result of an issuance of Common Stock or other voting securities of the
Corporation, the Moneyline Stockholders may notify the Corporation that the
Moneyline Stockholders intend to acquire a sufficient amount of additional
shares of Common Stock or other voting securities of the Corporation necessary
to maintain the Moneyline Stockholders then current level of Board
representation within twenty (20) business days. In such

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event, until the end
of such period (and thereafter if the Moneyline Stockholders in fact restore
their percentage of Common Stock or other voting securities of the Corporation
during such period to maintain the requisite level of ownership of Common Stock
or other voting securities in accordance with Article III, Section 1), the
Board shall continue to have the number of Moneyline Nominees as prior to such
issuance of Common Stock or other voting securities of the Corporation.

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ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall
be chosen by the Board of Directors and shall include a President, a Secretary
and a Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the same person, unless
otherwise prohibited by law or the Certificate of Incorporation. The officers
of the Corporation need not be stockholders of the Corporation nor, except in
the case of the Chairman of the Board of Directors, need such officers be
directors of the Corporation.

Section 2. Election. The Board of Directors, at its first
meeting held after each Annual Meeting of Stockholders (or action by written
consent of stockholders in lieu of the Annual Meeting of Stockholders), shall
elect the officers of the Corporation who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors; and all officers of the
Corporation shall hold office until their successors are chosen and qualified,
or until their earlier death, resignation or removal. Any officer elected by
the Board of Directors may be removed at any time by the affirmative vote of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

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Section 3. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the President or any Vice
President or any other officer authorized to do so by the Board of Directors
and any such officer may, in the name of and on behalf of the Corporation, take
all such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors may, by resolution,
from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The
Chairman of the Board of Directors, if there be one, shall preside at all
meetings of the stockholders and of the Board of Directors. The Chairman of
the Board of Directors shall be the Chief Executive Officer of the Corporation,
unless the Board of Directors designates the President as the Chief Executive
Officer, and, except where by law the signature of the President is required,
the Chairman of the Board of Directors shall
possess the same power as the President to sign all contracts, certificates and
other instruments of the Corporation which may be authorized by the Board of
Directors. During the absence or disability of the President, the Chairman of
the Board of Directors shall exercise all the powers and discharge all the
duties of the President. The Chairman of the Board of

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Directors shall also
perform such other duties and may exercise such other powers as may from time
to time be assigned by these By-Laws or by the Board of Directors.

Section 5. President. The President shall, subject to the
control of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages,
contracts and other instruments of the Corporation requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the President. In the absence or disability of the
Chairman of the Board of Directors, or if there be none, the President shall
preside at all meetings of the stockholders and the Board of Directors. If
there be no Chairman of the Board of Directors, or if the Board of Directors
shall otherwise designate, the President shall be the Chief Executive Officer
of the Corporation. The President shall also perform such other duties and may
exercise such other powers as may from time to time be assigned to such officer
by these By-Laws or by the Board of Directors.

Section 6. Vice Presidents. At the request of the
President or in the Presidents absence or in the event of the Presidents
inability or refusal to act (and if there be no Chairman of the Board of
Directors), the Vice President, or the Vice Presidents if there is more than
one (in the order designated by the Board of Directors), shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. Each Vice President
shall

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perform such other duties and have such other powers as the Board of
Directors from time to time may prescribe. If there be no Chairman of the
Board of Directors and no Vice President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the President
or in the event of the inability or refusal of the President to act, shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all
meetings of the Board of Directors and all meetings of stockholders and record
all the proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary 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 may be prescribed by the
Board of Directors, the Chairman of the Board of Directors or the President,
under whose supervision the Secretary shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all meetings of the
stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest to the affixing by such
officers signature. The Secretary shall see that all books,

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reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.

Section 8. Treasurer. 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 moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall give
the Corporation a bond 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 the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurers death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property
of whatever kind in the Treasurers possession or under the Treasurers control
belonging to the Corporation.

Section 9. Assistant Secretaries. Assistant Secretaries,
if there be any, shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Secretary, and in the absence of the
Secretary or in the event of the Secretarys disability

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or refusal to act,
shall perform the duties of the Secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if
there be any, shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Treasurer, and in the absence of the
Treasurer or in the event of the Treasurers disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond 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 the office of Assistant Treasurer and for the restoration to the
Corporation, in case of the Assistant Treasurers
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the Assistant
Treasurers possession or under the Assistant Treasurers control belonging to
the Corporation.

Section 11. Other Officers. Such other officers as the
Board of Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

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ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in
the Corporation shall be entitled to have a certificate signed, in the name of
the Corporation (i) by the Chairman of the Board of Directors, the President or
a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number
of shares owned by such stockholder in the Corporation.

Section 2. Signatures. Any or all of the signatures on a
certificate may be a 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, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or the owners legal representative, to advertise the
same in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the

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Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed or the issuance of such new
certificate.

Section 4. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-Laws. Transfers
of stock shall be made on the books of the Corporation only by the person named
in the certificate or by such persons attorney lawfully constituted in writing
and upon the surrender of the certificate therefor, which shall be cancelled
before a new certificate shall be issued. No transfer of stock shall be valid
as against the Corporation for any purpose until it shall have been entered in
the stock records of the Corporation by an entry showing from and to whom
transferred.

Section 5. Record Date.

(a)  In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to 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 day next preceding the day on which the
meeting is held. 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;

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providing, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

(b)  In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in this State, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporations registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record
date has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board of Directors adopts the
resolutions taking such prior action.

(c)  In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change,

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conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

Section 6. Record Owners. 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 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, except as
otherwise required by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at such
persons 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. Written notice may also
be given personally or by telegram, telex or cable.

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Section 2. Waivers of Notice. Whenever any notice is
required by law, the Certificate of Incorporation or these By-Laws, to be given
to any director, member of a committee or stockholder, 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 equivalent thereto.
Attendance of a person at a meeting, present in person or represented by proxy,
shall constitute a waiver of notice of such meeting, except where the person
attends the 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.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of
the Corporation, subject to the requirements of the DGCL and the provisions of
the Certificate of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting of the Board of Directors (or any
action by written consent in lieu thereof in accordance with Section 6 of
Article III hereof), and may be paid in cash, in property, or in shares of the
Corporations capital stock. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

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Section 2. Disbursements. All checks or demands for money
and notes of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from time to time
designate.

Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

Section 4. Corporate 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.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings
other than Those by or in the Right of the Corporation. Subject to Section
3 of this Article VIII, 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 (other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
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 if such person acted
in good faith and in a manner such person reasonably

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believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such persons
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendereor
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that such persons conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, 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 or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against expenses (including
attorneys fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon

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application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any
indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct
set forth in Section 1 or Section 2 of this Article VIII, as the case may be.
Such determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iv) by the stockholders. Such
determination shall be made, with respect to former directors and officers, by
any person or persons having the authority to act on the matter on behalf of
the Corporation. To the extent, however, that a present or former director or
officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys fees) actually and reasonably incurred by such
person in connection therewith, without the necessity of authorization in the
specific case.

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Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article VIII, a person shall be deemed to
have acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
such persons conduct was unlawful, if such persons action is based on the
records or books of account of the Corporation or another enterprise, or on
information supplied to such person by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Corporation or another enterprise. The
term another enterprise as used in this Section 4 shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or 2 of this Article VIII, as the
case may be.

Section 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this
Article VIII, and notwithstanding the absence of any determination thereunder,
any director or officer may apply to the Court of Chancery in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2 of this Article VIII. The basis of such

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indemnification by a court
shall be a determination by such court that indemnification of the director or
officer is proper in the circumstances because such person has met the
applicable standards of conduct set forth in Section 1 or 2 of this Article
VIII, as the case may be. Neither a contrary determination in the specific
case under Section 3 of this Article VIII nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that
the director or officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for indemnification pursuant to
this Section 5 shall be given to the Corporation promptly upon the filing of
such application. If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses incurred
by a director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII.

Section 7. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Certificate of Incorporation, any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such persons official capacity

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and as to action in another capacity while
holding such office, it being the policy of the Corporation that
indemnification of the persons specified in Sections 1 and 2 of this Article
VIII shall be made to the fullest extent permitted by law. The provisions of
this Article VIII shall not be deemed to preclude the indemnification of any
person who is not specified in Section 1 or 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify under the provisions of
the General Corporation Law of the State of Delaware, or otherwise.

Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
persons status as such, whether or not the Corporation would have the power or
the obligation to indemnify such person against such liability under the
provisions of this Article VIII.

Section 9. Certain Definitions. For purposes of this
Article VIII, references to the Corporation shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a

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director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article VIII with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. For
purposes of this Article VIII, references to fines shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to serving at the request of the Corporation shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner not opposed to the best
interests of the Corporation as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for proceedings
to enforce rights to indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to indemnify any director or
officer in connection with a proceeding (or part

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thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. Except as otherwise provided in
this Article IX, these By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such meeting of
stockholders or Board of Directors as the case may be. All such amendments
must be approved by either the holders of a majority of the outstanding capital
stock entitled to vote thereon or by a majority of the entire Board of
Directors then in office. Those provisions of these By-Laws reflecting the
terms of Article III of the Stockholders Agreement, dated as of May 16, 2002,
between Moneyline Networks, LLC, and the Company, may not be amended during the
term of such agreement without the express written consent of the Moneyline
Stockholders.

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Section 2. Entire Board of Directors. As used in this
Article IX and in these By-Laws generally, the term entire Board of Directors
means the total number of directors which the Corporation would have if there
were no vacancies.

* * *

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