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                                    BY-LAWS

                                      OF

                        KALEIDOSCOPE MEDIA GROUP, INC.



                                  ARTICLE I.

                           MEETINGS OF STOCKHOLDERS

         SECTION l. Annual Meeting. A meeting of stockholders shall be held
annually for the election of directors and the transaction of such other
business as is related to the purpose or purposes set forth in the notice of
meeting on such date as may be fixed by the Board of Directors, or if no date
is so fixed on the second Tuesday in April in each and every year, unless such
day shall fall on a legal holiday, in which case such meeting shall be held on
the next succeeding business day, at such time and at such place as may be
fixed by the Board of Directors.

         SECTION 2. Special Meetings. Special meetings of the stockholders for
any purpose may be called by the Board of Directors, the Chairman of the
Board, the President or the Secretary, and shall be called by the Chairman of
the Board, the President or the Secretary at the written request of the
holders of record of a majority of the outstanding shares of the Corporation
entitled to vote at such meeting. Special meetings shall be held at such time
as may be fixed in the call and stated in the notices of meeting or waiver
thereof. At any special meeting only such business may be transacted as is
related to the purpose or purposes for which the meeting is convened.

         SECTION 3. Place of Meetings. Meetings of stockholders shall be held
at such place, within or without the State of Delaware or the United States of
America, as may be fixed in the call and stated in the notice of meeting or
waiver thereof.

         SECTION 4. Notice of Meetings: Adjourned Meetings. Notice of each
meeting of stockholders shall be given in writing and shall state the place,
date and hour of the meeting. The purpose or purposes for which the meeting is
called shall be stated in the notices of each special meeting and of each
annual meeting at which any business other than the election of directors is
to be transacted.

         A copy of the notice of any meeting shall be given, personally or by
mail, not less then ten (l0) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be deemed given when deposited in the United States mail,
with postage thereon prepaid, directed to the stockholder at his address as it
appears on the record of stockholders.

         When a meeting is adjourned for less than thirty (30) days in any one
adjournment, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced
at the meeting at which the adjournment

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is taken, and at the adjourned meeting any business may be transacted that
might have been transacted on the original date of the meeting. When a meeting
is adjourned for thirty (30) days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting.

         SECTION 5. Waiver of Notice. The transactions of any meeting of
stockholders, however called and with whatever notice, if any, are as valid as
though had at a meeting duly held after regular call and notice, if: (a) all
the stockholders entitled to vote are present in person or by proxy and no
objection to holding the meeting is made by anyone so present, and if, either
before or after the meeting, each of the persons entitled to vote, not present
in person or by proxy, signed a written waiver of notice, or a consent to the
holding of the meeting, or an approval of the action taken as shown by the
minutes thereof.

         Whenever notice is required to be given to any stockholder, a written
waiver thereof signed by such stockholder, whether before or after the time
thereon stated, shall be deemed equivalent to such notice. Attendance of a
person at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when such stockholder attends 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. Neither the business
to be transacted at, nor the purpose of any meeting of stockholders need be
specified in any written waiver of notice thereof.

         SECTION 6. Qualification of Voters. Except as may be otherwise
provided in the Certificate of Incorporation, every stockholder of record
shall be entitled to one vote on each matter submitted to a vote at a meeting
of stockholders for every share standing in his name on the record of
stockholders.

         SECTION 7. Quorum. At any meeting of the stockholders the presence,
in person or by proxy, of the holders of a majority of the shares entitled to
vote thereat shall constitute a quorum for the transaction of any business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence
of a quorum.

         SECTION 8. Proxies. Every stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.

         Every proxy must be executed by the stockholder or his
attorney-in-fact. No proxy shall be valid after the expiration of three (3)
years from the date thereof unless otherwise provided in the proxy. Every
proxy shall be revocable at the pleasure of the stockholder executing it,
except as otherwise provided therein and as permitted by law. Except as

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otherwise provided in the proxy, any proxy holder may appoint in writing a 
substitute to act in his place.

         SECTION 9. Voting. Except as otherwise required by law, directors
shall be elected by a plurality of the votes cast at a meeting of stockholders
by the holders of shares entitled to vote in the election.

         Whenever any corporate action, other than the election of directors,
is to be taken by vote of the stockholders at a meeting, it shall, except as
otherwise required by law or the Certificate of Incorporation, be authorized
by a majority of the votes cast thereat, in person or by proxy.

         SECTION l0. Action Without A Meeting. Whenever stockholders are
required or permitted to take any action at a meeting or by vote, such action
may be taken without a meeting, without prior notice and without a vote, by
consent in writing setting forth the action so taken, signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.

         SECTION ll. Record Date. The Board of Directors is authorized to fix
a day not more than sixty (60) days nor less than ten (l0) days prior to the
day of holding any meeting of stockholders as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and
only stockholders of record on such day shall be entitled to notice or to vote
at such meeting.

         SECTION l2. Inspectors of Election. The Chairman of any meeting of
the stockholders may appoint one or more Inspectors of Election. Any Inspector
so appointed to act at any meeting of the stockholders, before entering upon
the discharge of his or her duties, shall be sworn faithfully to execute the
duties of an Inspector at such meeting with strict impartiality, and according
to the best of his or her ability.


                                  ARTICLE II.

                              BOARD OF DIRECTORS

         SECTION l. Power of Board and Qualification of Directors. The
business and affairs of the Corporation shall be managed by the Board of
Directors.

         SECTION 2. Number of Directors. The number of directors constituting
the entire Board of Directors shall be such number not less than one (l) nor
more than fifteen (l5) as may be fixed from time to time by resolution adopted
by the stockholders or by the Board.


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         SECTION 3. Election and Term of Directors. At each annual meeting of
stockholders, directors shall be elected to serve until the next annual
meeting.

         SECTION 4. Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board of Directors, the Chairman
of the Board, the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 5. Removal of Directors. Any or all of the directors may be
removed with or without cause by vote of the stockholders.

         SECTION 6. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the
removal of directors by stockholders without cause may be filled by vote of a
majority of the directors then in office, although less than a quorum exists,
or may be filled by the stockholders. Vacancies occurring as a result of the
removal of directors by stockholders, without cause, shall be filled by the
stockholders. A director elected to fill a vacancy or a newly created
directorship shall be elected to hold office until the next annual meeting of
stockholders.

         SECTION 7. Executive and Other Committee of Directors. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees,
each consisting of one or more directors, and each of which, to the extent
provided in the resolution, shall have all the authority of the Board to the
full extent authorized by law and including the power and authority to declare
a dividend or to authorize the issuance of stock.

         The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee.

         SECTION 8. Compensation of Directors. The Board of Directors shall
have authority to fix the compensation of directors for services in any
capacity, or to allow a fixed sum plus expenses, if any, for attendance at
meetings of the Board or of committees designated thereby.

         SECTION 9. Interest of Director in a Transaction. (a) 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 or committee
thereof which authorized the contract or transaction, or solely because his or
their votes are counted for such purpose, if:


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

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

                  (3) 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.

         (b) 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 authorized the contract or transaction.


                                 ARTICLE III.

                             MEETINGS OF THE BOARD

         SECTION l. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and places, within or
without the State of Delaware, or the United States of America, as may from
time to time be fixed by the Board.

         SECTION 2. Special Meetings; Notice; Waiver. Special meetings of the
Board of Directors may be held at any time, place, within or without the State
of Delaware or the United States of America, upon the call of the Chairman of
the Board, the President or the Secretary, by oral, telegraphic or written
notice, duly given to or sent or mailed to each director not less than two (2)
days before such meeting. Special meetings shall be called by the Chairman of
the Board, the President or the Secretary on the written request of any two
directors.

         Notice of a special meeting need not be given to any director who
submits a signed waiver or notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to him.

         A notice, or waiver of notice, need not specify the purpose of any
special meeting of the Board of Directors.

         SECTION 3. Quorum; Action by the Board; Adjournment. At all meetings
of the Board of Directors, a majority of the whole Board shall constitute a
quorum for the

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transaction of business, except that when the number of directors constituting
the whole Board shall be an even number, one-half of that number shall
constitute a quorum.

         The vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board,
except as may be otherwise specifically provided by law or by the Certificate
of Incorporation or by these By-Laws.

         A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.

         SECTION 4. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board, or any committee thereof, may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the Board or committee, whether done before or
after the action so taken.

         SECTION 5. Action Taken by Conference Telephone. Members of the Board
of Directors or any committee thereof may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.

                                  ARTICLE IV.

                                   OFFICERS

         SECTION l. Officers. The Board of Directors shall elect a President,
one or more Vice Presidents, a Secretary and a Treasurer of the Corporation
and from time to time may elect or appoint such other officers as it may
determine. Any two or more offices may be held by the same person.

         Securities of other corporations held by the corporation may be voted
by any officer designated by the Board and, in the absence of any such
designation, by the President, any Vice President, the Secretary, or the
Treasurer.

         The Board may require any officer to give security for the faithful
performance of his duties.

         SECTION 2. President. The President shall be the chief executive and
chief operating officer of the Corporation with all the rights and powers
incident to that position.

         SECTION 3. Vice President. The Vice Presidents shall perform such
duties as may be prescribed or assigned to them by the Board of Directors, the
Chairman of the Board or President. In the absence of the President the
first-elected Vice President shall perform the duties of the President. In the
event of the refusal or incapacity of the President to function as such, the
first-elected Vice President shall perform the duties of the President until
such time as the Board of Directors elects a new President. In the event of
the

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absence, refusal or incapacity of the first-elected Vice President, the other
Vice Presidents, in order of their rank, shall so perform the duties of the
President; and the order of rank of such other Vice Presidents shall be
determined by the designated rank of their offices or, in the absence of such
designation, by seniority in the office of Vice President; provided that said
order or rank may be established otherwise by action of the Board of
Directors.

         SECTION 4. Treasurer. The Treasurer shall perform all the duties
customary to that office, and shall have the care and custody of the funds and
securities of the Corporation. He shall at all reasonable times exhibit his
books and accounts to any director upon application, and shall give such bond
or bonds for the faithful performance of his duties with such surety or
sureties as the Board of Directors from time to time may determine.

         SECTION 5. Secretary. The Secretary shall act as secretary of and
shall keep the minutes of the Board of Directors and of the stockholders, have
the custody of the seal of the Corporation and perform all of the other duties
usual to that office.

         SECTION 6. Assistant Treasurer and Assistant Secretary. Any Assistant
Treasurer or Assistant Secretary shall perform such duties as may be
prescribed or assigned to him by the Board of Directors, the Chairman of the
Board, or the President. An Assistant Treasurer shall give such bond or bonds
for the faithful performance of his duties with such surety or sureties as the
Board of Directors from time to time may determine.

         SECTION 7. Term of Office: Removal. Each officer shall hold office
for such term as may be prescribed by the Board. Any officer may be removed at
any time by the Board with or without cause. The removal of an officer without
cause shall be without prejudice to his contract rights, if any. The election
or appointment of an officer shall not, of itself, create contract rights.

         SECTION 8. Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.


                                  ARTICLE V.

                              SHARE CERTIFICATES

         SECTION l. Form of Share Certificates. The shares of the Corporation
shall be represented by certificates, in such form as the Board of Directors
may from time to time prescribe, signed by the Chairman of the Board, the
President, or a Vice President, and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of
the Corporation or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation or its
employees. In case any such officer who has signed or whose facsimile
signature has been placed upon

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a certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.

         SECTION 2. Lost Certificates. In case of the loss, theft, mutilation
or destruction of a stock certificate, a duplicate certificate will be issued
by the Corporation upon notification thereof and receipt of such proper
indemnity or assurances as the Board of Directors may require.

         SECTION 3. Transfer of Shares. Transfers of shares of stock shall be
made upon the books of the Corporation by the registered holder in person or
by duly authorized attorney, upon surrender of the certificate or certificates
for such shares properly endorsed.

         SECTION 4. Registered Stockholders. Except as otherwise provided by
law, 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 or
other distributions and to vote as such owner, and to hold such person liable
for calls and assessments, and shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person.


                                  ARTICLE VI.

                                INDEMNIFICATION

         SECTION 1. Actions by or in the Right of the Corporation. Any person
made a party to an action by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a Director or officer of the Corporation shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys fees, actually and necessarily incurred by him in connection with
the defense of such action or in connection with an appeal therein, to the
fullest extent permitted by the General Corporation Law or any successor
thereto.

         SECTION 2. Action or Proceeding Other Than by or in The Right of the
Corporation. Any person made or threatened to be made a party to an action or
proceeding other than one by or in the right of the Corporation to procure a
judgment in its favor, whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign,
which any Director or officer of the Corporation served in any capacity at the
request of the Corporation, by reason of the fact that he, his testator or
intestate, was a Director or officer of the Corporation, or served such other
corporation in any capacity, shall be indemnified by the Corporation against
judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein, if such Director or officer acted
in good faith for a purpose which he reasonably believed to be in the best
interests of the Corporation and, in criminal actions

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or proceedings, in which he had no reasonable cause to believe that his
conduct was unlawful. The termination of any such civil or criminal action or
proceeding by judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that
any such Director or officer did not act in good faith for a purpose which he
reasonably believed to be in the best interests of the Corporation or that he
had reasonable cause to believe that his conduct was unlawful.

         SECTION 3. Opinion of the Counsel. In taking any action or making any
determination pursuant to this Article, the Board of Directors and each
Director, officer or employee, whether or not interested in any such action or
determination, may rely upon an opinion of counsel selected by the Board.

         SECTION 4. Other Indemnification; Limitation. The Corporation's
obligations under this Article shall not be exclusive or in limitation of but
shall be in addition to any other rights to which any such person may be
entitled under any other provision of these By-Laws, or by contract, or as a
matter of law, or otherwise. All of the provisions of this Article VI of the
By-Laws shall be valid only to the extent permitted by the Certificate of
Incorporation and the laws of the State of Delaware.


                                 ARTICLE VII.

                           MISCELLANEOUS PROVISIONS

         SECTION 1. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation and shall be in such form as the Board of
Directors may from time to time determine.

         SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be
the twelve month period prescribed by the Board of Directors.

         SECTION 3. Checks and Notes. All checks and demands for money and
notes or other instrument evidencing indebtedness or obligations of the
Corporation shall be signed by such officer or officers or other person or
persons as shall be authorized from time to time by the Board of Directors.


                                 ARTICLE VIII.

                                  AMENDMENTS


         SECTION l. Power to Amend. By-Laws of the Corporation may be adopted,
amended or repealed by the Board of Directors, subject to amendment or repeal
by the stockholders entitled to vote thereon.


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