AMENDED AND RESTATED

                                    BY-LAWS

                                      OF

                                TV FILME, INC.

                          ***************************

                                   ARTICLE I

                                    OFFICES

            The registered office of TV Filme, Inc. (the "Corporation") shall be
in the City of Dover,  County of Kent,  State of Delaware.  The Corporation also
may have offices at such other places,  within or without the State of Delaware,
as the Board of  Directors  (the  "Board")  determines  from time to time or the
business of the Corporation requires.

                                  ARTICLE II

                                     SEAL

            The  corporation  shall  have a  corporate  seal  which  shall be in
circular form and have inscribed  thereon the name of the Corporation,  the year
of its  incorporation  and the words  "CORPORATE SEAL 1996 DELAWARE" and may use
the same by causing it or a facsimile  thereof to be  impressed or affixed or in
any other manner reproduced upon any paper or document.

                                  ARTICLE III

                           MEETINGS OF STOCKHOLDERS

            Section 1. PLACE OF MEETINGS.  Except as otherwise provided in these
By-Laws,  all  meetings of the  stockholders  shall be held on such dates and at
such times and  places,  within or without  the State of  Delaware,  as shall be
determined  by the Board or the Chairman and as shall be stated in the notice of
the meeting or in waivers of notice thereof.  If the place of any meeting is not
so fixed,  it shall be held at the registered  office of the  Corporation in the
State of Delaware.

            Section 2. ANNUAL MEETING.  The annual meeting of  stockholders  for
the election of directors and the  transaction of such other proper  business as
may be brought  before the meeting shall be held on such date after the close of
the  Corporation's  fiscal year, and at such time, as the Board may from time to
time determine. If the day fixed for the annual meeting


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shall be a legal  holiday in the State of Delaware or the state or  jurisdiction
where  the  meeting  is to be  held,  such  meeting  shall  be held on the  next
succeeding business day. The purpose of the annual meeting of stockholders shall
be to elect  directors and to transact such other  business as may properly come
before the meeting pursuant to Article III,  Section 10 hereof.  If the election
of  directors  shall not be held on the day  designated  herein  for the  annual
meeting of the  stockholders,  or at any  adjournment  thereof,  the Board shall
cause such election to be held at a special meeting of the  stockholders as soon
thereafter as conveniently possible.

            Section 3.  SPECIAL MEETINGS.  Special meetings of the stockholders,
for any  purpose or  purposes, may be called by the Board or the Chairman of the
Board.

            Section 4. NOTICE OF MEETINGS.  Except as otherwise required by law,
whenever  the  stockholders  are  required or  permitted to take any action at a
meeting, written notice thereof shall be given, stating the place, date and time
of the meeting and, unless it is the annual meeting, by or at whose direction it
is  being  issued.   The  notice  also  shall  designate  the  place  where  the
stockholders' list is available for examination,  unless the list is kept at the
place where the meeting is to be held.  Notice of a special  meeting  also shall
state the  purpose or purposes  for which the  meeting is called.  A copy of the
notice of any meeting shall be delivered personally or shall be mailed, not less
than  ten nor  more  than 60  days  before  the  date  of the  meeting,  to each
stockholder  of record  entitled to vote at the meeting.  If mailed,  the notice
shall be given when deposited in the United States mail,  postage  prepaid,  and
shall be directed to each stockholder at his or her address as it appears on the
record of stockholders of the  Corporation,  or to such other address which such
stockholder  may have  filed  by  written  request  with  the  secretary  of the
Corporation. Notice of any meeting of stockholders shall be deemed waived by any
stockholder  who attends the meeting,  except when the  stockholder  attends the
meeting for the express  purpose of  objecting at the  beginning  thereof to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened, or by any stockholder who submits, either before or after the meeting,
a signed waiver of notice. Unless the Board, after the adjournment of a meeting,
shall fix a new record date for the adjourned  meeting or unless the adjournment
is for more than 30 days,  notice of an  adjourned  meeting need not be given if
the place,  date and time to which the meeting  shall be adjourned are announced
at the meeting at which the adjournment is taken.

            Section 5. QUORUM.  Except as  otherwise  provided by law or, by the
Certificate  of   Incorporation   of  the   Corporation,   at  all  meetings  of
stockholders,  the  holders  of a  majority  of the  outstanding  shares  of the
Corporation  entitled  to vote at the  meeting  shall be  present  in  person or
represented  by proxy in order to  constitute  a quorum for the  transaction  of
business.  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,  without  notice other than  announcement  at the meeting  until a
quorum shall be present or  represented.  At such  adjourned  meeting at which a
quorum shall be present or  represented,  any business may be  transacted  which
might  have been  transacted  at the  meeting  as  originally  notified.  If the
adjournment  is for more than 30 days, or if after the  adjournment a new record
date is fixed for the adjournment meeting, a notice of the

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adjourned  meeting shall be given to each stockholder of record entitled to vote
at the meeting, subject to the provisions of Section 4 hereof.

            Section 6.  VOTING.  Except as  otherwise  provided by law or by the
Certificate  of  Incorporation  of  the  Corporation,  at  any  meeting  of  the
stockholders  every stockholder of record having the right to vote thereat shall
be entitled to one vote for every share of stock  standing in his or her name as
of the record date and entitling  him or her to so vote. A stockholder  may vote
in person or by proxy.  Directors  shall be elected as  provided in Section 3 of
Article IV of these By-Laws. Written ballots shall not be required for voting on
any matter unless ordered by the Secretary of the meeting.  Stockholders may act
only at an annual or special  meeting  and  stockholders  may not act by written
consent.

            Section  7.  PROXIES.  Every  proxy  shall be  executed  in  writing
by the stockholder or by his or her  attorney-in-fact,  or otherwise as provided
in the General Corporation Law of the State of Delaware (the "DGCL").

            Section  8. LIST OF  STOCKHOLDERS.  At least ten days  before  every
meeting of stockholders,  a list of the stockholders (including their addresses)
entitled to vote at the meeting and their record  holdings as of the record date
shall be open for examination by any stockholder, for any purpose germane to the
meeting,  during  ordinary  business hours, 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 also shall be kept at and throughout the meeting,  and may be inspected
by any stockholder who is present.

            Section 9. RECORD DATE. In order that the  Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any  adjournment  thereof or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other lawful action, the Board may fix, in advance, but shall not
be required to, a record date in accordance with the DGCL then in effect.

            Section  10.   CONDUCT  OF   MEETINGS.   At  each   meeting  of  the
stockholders,  the Chairman of the Board or, in his or her  absence,  a director
chosen by a majority of the  directors  then in office  shall act as chairman of
the meeting.  The Secretary or, in his or her absence,  any person  appointed by
the chairman of the meeting shall act as secretary of the meeting and shall keep
the  minutes  thereof.  Except as  otherwise  provided  by law, at any annual or
special meeting of stockholders,  only such business shall be conducted as shall
have been properly  brought  before the meeting.  Such business must have either
been:  (A) brought  before the meeting at the  direction  of the chairman of the
meeting;  or (B)  specified  in a  written  notice  given by or on  behalf  of a
stockholder  of record on the  record  date for such  meeting  entitled  to vote
thereat or a duly  authorized  proxy for such  stockholder;  PROVIDED,  that the
following  actions,  as described  below,  are taken. A notice must be delivered
personally to, or mailed to and received at, the principal  executive  office of
the Corporation,  addressed to the attention of the Secretary,  not less than 60
days nor more than 90 days prior to the meeting; PROVIDED,  HOWEVER, that in the
event

                                     -3-

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that less than 70 days'  notice or prior  public  disclosure  of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so  received  not  later  than the  close of  business  on the tenth day
following  the day on which  such  notice of the date of the  annual or  special
meeting was mailed or such public  disclosure was made,  whichever first occurs.
Such notice  shall set forth:  (i) a  description  of each such item of business
proposed to be brought  before the meeting and the reasons for  conducting  such
business at such meeting;  (ii) the name and address of the person  proposing to
bring such  business  before the  meeting;  (iii) the class and number of shares
held of record,  held beneficially and represented by proxy by such person as of
the  record  date for the  meeting  (if such date has then  been  made  publicly
available) and as of the date of such notice;  and (iv) any material interest of
the  stockholder  in such item of business.  No business shall be brought before
any meeting of  stockholders  of the  Corporation  otherwise than as provided in
this  Section  10.  The  chairman  of the  meeting  may,  if the facts  warrant,
determine  that a  stockholder  proposal  was not  made in  accordance  with the
foregoing  procedure,  and if he or she should so determine,  he or she shall so
declare to the meeting and the defective proposal shall be disregarded.

            Section 11. INSPECTORS.  The Board of Directors shall, in advance of
any  meeting  of  stockholders,  appoint  one or more  inspectors  to act at the
meeting and make a written report thereof.  The Board of Directors may designate
one or more persons as alternate  inspectors  to replace any inspector who fails
to  act.  If  no  inspector  or  alternate  is  able  to  act  at a  meeting  of
stockholders,  the chairman of the meeting shall appoint one or more  inspectors
to act at the meeting. Each inspector, before entering upon the discharge of his
duties,  shall  take  and sign an oath  faithfully  to  execute  the  duties  of
inspector with strict impartiality and according to the best of his ability.

                                  ARTICLE IV

                                     BOARD

            Section 1.  NUMBER OF BOARD  MEMBERS.  The  business,  property  and
affairs of the  Corporation  shall be managed  under the direction of the Board,
which  initially  shall  consist  of  five  directors.  Directors  need  not  be
stockholders  of the  Corporation.  The  number of  directors  may be reduced or
increased from time to time by action of a majority of the entire Board,  but no
decrease  may shorten the term of an  incumbent  director.  The Board is divided
into  three  classes  serving  staggered  three-year  terms.  When used in these
By-Laws, the phrase "entire Board" means the total number of directors which the
Corporation would have if there were no vacancies.

            Section 2. NOMINATION.  Only persons who are nominated in accordance
with the  procedures  set forth in these  By-Laws  shall be eligible to serve as
directors of the  Corporation.  Nominations of persons for election to the Board
of the  Corporation  may be made at a meeting of  stockholders  (a) by or at the
direction of the Board or (b) by any  stockholder  of the  Corporation  who is a
stockholder  of record at the time of  giving  of  notice  provided  for in this
Section 2, who shall be entitled to vote for the  election of  directors  at the
meeting and who

                                     -4-

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complies  with  the  notice  procedures  set  forth  in  this  Section  2.  Such
nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely  notice in writing to the secretary of the  Corporation.
To be  timely,  a  stockholder's  notice  shall be  delivered  to or mailed  and
received at the principal  executive offices of the Corporation not less than 60
days nor more than 90 days prior to the meeting; PROVIDED,  HOWEVER, that in the
event that less than 70 days' notice or prior public  disclosure  of the date of
the meeting is given or made to  stockholders,  notice by the  stockholder to be
timely must be so received not later than the close of business on the tenth day
following  the day on which such  notice of the date of  meeting or such  public
disclosure was made.  Such  stockholder's  notice shall set forth (x) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director  all  information  relating  to  such  person  that is  required  to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"),  (including such person's written
consent to being named in the proxy  statement  as a nominee and to serving as a
director if elected);  (y) as to the stockholder  giving the notice (A) the name
and address, as they appear on the Corporation's  books, of such stockholder and
(B) the class and  number of shares of the  Corporation  which are  beneficially
owned by such stockholder;  and (z) as to the beneficial owner, if any, on whose
behalf the  nomination is made,  (A) the name and address of such person and (B)
the class and number of shares of the Corporation  which are beneficially  owned
by such person.  At the request of the Board,  any person nominated by the Board
for election as a director  shall  furnish to the  Secretary of the  Corporation
that  information  required  to  be  set  forth  in a  stockholder's  notice  of
nomination which pertains to the nominee.  The chairman of the meeting shall, if
the facts  warrant,  determine and declare to the meeting that a nomination  was
not made in accordance with the procedures  prescribed by the By-Laws, and if he
or she should so  determine,  he or she shall so declare to the  meeting and the
defective  nomination  shall  be  disregarded.   Notwithstanding  the  foregoing
provisions  of  this  Section  2, a  stockholder  shall  also  comply  with  all
applicable  requirements  of the  Exchange  Act and the  rules  and  regulations
thereunder with respect to the matters set forth in this Section.

            Section 3. ELECTION AND TERM.  Except as otherwise  provided by law,
by the Certificate of Incorporation of the Corporation or by these By-Laws,  the
directors  shall be elected at the annual  meeting of the  stockholders  and the
persons receiving the greatest number of votes, up to the number of directors to
be elected,  shall be the  directors.  Subject to a  director's  earlier  death,
resignation  or removal as provided in Sections 4 and 5 of this Article IV, each
director  shall  hold  office  until his or her  successor  shall have been duly
elected and shall have qualified.

            Section 4. REMOVAL.  A director may be removed only at any annual or
special meeting of stockholders, with cause, by the holders of a majority of the
outstanding  shares  of the  Corporation  entitled  to  vote at an  election  of
directors.

            Section 5.  RESIGNATIONS.  Any  director  may  resign at any time by
giving  written  notice  of  his  or  her  resignation  to  the  Corporation.  A
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein,

                                     -5-

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immediately  upon its receipt,  and, unless  otherwise  specified  therein,  the
acceptance of a resignation shall not be necessary to make it effective.

            Section  6.   VACANCIES.   Except  as  otherwise   provided  by  the
Certificate  of  Incorporation  of the  Corporation,  any  vacancy  in the Board
arising from an increase in the number of directors or otherwise shall be filled
by the vote of a majority of the directors  then in office  although less than a
quorum, or by the sole remaining director.  Subject to his or her earlier death,
removal or  resignation as provided in Sections 4 and 5 of this Article IV, each
director so elected shall hold office until his  successor  shall have been duly
elected and shall have qualified. A director elected to fill a vacancy resulting
from an  increase in the number of  directors  shall hold office for a term that
shall  coincide with the remaining term of the class of directors to which he is
elected.  A director elected to fill a vacancy not resulting from an increase in
the number of directors shall have the same remaining term as that of his or her
predecessor.  Except  in the  case of  newly  created  directorships  where  the
directors fail to fill any such vacancy,  stockholders may not fill vacancies on
the Board.  In such  event,  the  stockholders  may do so at the next  annual or
special  meeting  called for that purpose.  If there are no directors in office,
then any officer or any  stockholder or an executor,  administrator,  trustee or
guardian of a stockholder or other fiduciary  entrusted with like responsibility
for the  person or  estate  of a  stockholder,  may call a  special  meeting  of
stockholders for the purpose of electing a new Board.

            Section 7. PLACE OF MEETINGS.  Except as otherwise provided in these
By-Laws,  all  meetings  of the Board  shall be held at such  places,  within or
without the State of Delaware, as the Board determines from time to time.

            Section 8. ANNUAL MEETING.  The annual meeting of the Board shall be
held  either  (a)  without  notice  immediately  after  the  annual  meeting  of
stockholders  and in the same  place,  or (b) as soon as  practicable  after the
annual  meeting of  stockholders  on such date and at such time and place as the
Board determines.

            Section 9.  REGULAR MEETINGS.  Regular  meetings  of the Board shall
be held on such  dates and at such  places  and  times as the Board  determines.
Notice of regular  meetings need not be given,  except as otherwise  required by
law.

            Section 10. SPECIAL  MEETINGS.  Special meetings of the Board may be
called by the  Chairman of the Board and shall be called by the  Chairman of the
Board or the Secretary  upon the written  request of not less than a majority of
the  directors.  The request  shall state the date,  time,  place and purpose or
purposes of the proposed meeting.

            Section 11.  NOTICE OF MEETINGS.  Notice of each special  meeting of
the Board (and of each  annual  meeting  held  pursuant  to  subdivision  (b) of
Section 8 of this  Article IV) shall be given,  not later than 3 days before the
meeting is scheduled to commence,  by the Chairman of the Board or the Secretary
and shall state the place, date and time of the meeting.  Notice of each meeting
may be delivered to a director by hand or given to a director orally

                                     -6-

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(whether by telephone or in person) or mailed or telecopied to a director at his
or her residence or usual place of business,  provided,  however, that if notice
of less than 7 days is given it may not be mailed.  If mailed,  the notice shall
be deemed to have been given when  deposited in the United States mail,  postage
prepaid,  and if telecopied,  the notice shall be deemed to have been given when
oral  confirmation of receipt is given.  Notice of any meeting need not be given
to any director who shall submit,  either before or after the meeting,  a signed
waiver of notice or who shall attend the meeting,  except if such director shall
attend for the express  purpose of  objecting  at the  beginning  thereof to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened. Notice of any adjourned meeting, including the place, date and time of
the new meeting,  shall be given to all directors not present at the time of the
adjournment,  as well as to the other directors unless the place,  date and time
of the new meeting is announced at the adjourned meeting.

            Section 12.  QUORUM.  Except as  otherwise  provided by law or these
By-Laws,  at all  meetings  of the Board a majority  of the entire  Board  shall
constitute a quorum for the transaction of business,  and the vote of a majority
of the directors  present at a meeting at which a quorum is present shall be the
act of the Board. A majority of the directors  present,  whether or not a quorum
is present, may adjourn any meeting to another place, date and time.

            Section 13.  COMPENSATION.  The  Board  shall  have the authority to
fix the compensation of directors, and the directors may be paid their expenses,
if any, for attendance at each meeting of the Board.

            Section  14.  CHAIRMAN  OF THE  BOARD.  The  Board may  designate  a
Chairman of the Board.  The Chairman of the Board shall  preside at all meetings
of the Board.  He or she shall  perform  such other duties as the Board may from
time to time assign to him or her.

            Section 15. CONDUCT OF MEETINGS.  At each meeting of the Board,  the
Chairman of the Board or, in his or her absence,  the  President,  or, in his or
her absence,  the  secretary of the Board or, in his or her absence,  a director
chosen by a majority  of the  directors  present  shall act as  chairman  of the
meeting.  The Secretary or, in his or her absence,  any person  appointed by the
secretary  of the  meeting  shall act as  secretary  of the meeting and keep the
minutes thereof.  The order of business at all meetings of the Board shall be as
determined by the chairman of the meeting.

            Section  16.  COMMITTEES  OF THE  BOARD.  The Board,  by  resolution
adopted by a majority of the entire  Board,  may  designate an audit  committee,
compensation   committee,   executive  committee  and  other  committees,   each
consisting  of one or more  directors.  Each  committee  (including  the members
thereof)  shall serve at the pleasure of the Board and shall keep minutes of its
meetings and report the same to the Board.  The Board may  designate one or more
directors as alternate  members of any committee.  Alternate members may replace
any absent or  disqualified  member or members  at any  meeting of a  committee.
Except  as  limited  by law,  each  committee,  to the  extent  provided  in the
resolution  establishing  it,  shall  have and may  exercise  all the powers and
authority of the Board with respect to all matters.


                                     -7-

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            Section  17.  OPERATION  OF  COMMITTEES.  A  majority  of all of the
members  of a  committee  shall  constitute  a  quorum  for the  transaction  of
business,  and the vote of a majority of all the members of a committee  present
at a meeting  at which a quorum is  present  shall be the act of the  committee.
Each  committee  shall adopt whatever other rules of procedure it determines for
the conduct of its activities.

            Section  18.  WRITTEN  CONSENT TO ACTION IN LIEU OF A  MEETING.  Any
action  required or  permitted to be taken at any meeting of the Board or of any
committee  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 of proceedings of the Board or committee.

            Section 19. MEETINGS HELD OTHER THAN IN PERSON. Members of the Board
or any committee may participate in a meeting of the Board or committee,  as the
case  may be,  by  means  of  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
and speak with each other, and such participation  shall constitute  presence in
person at the meeting.

                                   ARTICLE V

                                   OFFICERS

            Section 1. EXECUTIVE  OFFICERS,  ETC. The executive  officers of the
Corporation  may  include  a  Chief  Executive  Officer,  a  President,  a Chief
Financial  Officer,  a Secretary  and a  Treasurer.  The Board also may elect or
appoint one or more Vice  Presidents (any of whom may be designated as Executive
Vice Presidents, Senior Vice Presidents or otherwise), and any other officers it
deems necessary or desirable for the conduct of the business of the Corporation,
each of whom shall have such powers and duties as the Board determines.

            Section 2.  DUTIES.

                  (a) CHIEF  EXECUTIVE  OFFICER.  The Chief  Executive  Officer,
subject to the control of the Board, shall have general  supervision,  direction
and control of the business and affairs of the Corporation.  He shall preside at
all  meetings of the  stockholders,  and in the  absence of the  Chairman of the
Board,  shall  preside at all  meetings of the Board.  He shall  execute  deeds,
bonds,  mortgages and other  instruments  on behalf of the  Corporation,  except
where  required or  permitted  by law to be signed and  executed  otherwise  and
except where the signing and execution  thereof shall be expressly  delegated by
the  Board  to some  other  officer  or agent  of the  Corporation.  He shall be
ex-officio  a member of all the  standing  committees,  if any,  shall  have the
general  powers and  duties of  management  usually  vested in the office of the
chief executive  officer of a corporation,  and shall have such other powers and
duties as from time to time may be assigned to him by the Board or prescribed by
these By-Laws.

                  (b) THE PRESIDENT.  The President shall be the chief operating
officer

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<PAGE>



of  the  Corporation.  The  President  shall  be  responsible  for  the  general
management  of the  business  and  affairs  of the  Corporation,  subject to the
control of the Chief  Executive  Officer  and the Board,  and he shall have such
other powers and duties as from time to time may be assigned to him by the Chief
Executive Officer or the Board or prescribed by these By-Laws.

                  (c) CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
have  responsibility  for  all  financial  and  accounting  matters.  The  Chief
Financial Officer shall have the general powers and duties usually vested in the
office of the chief  financial  officer  of a  corporation,  and shall have such
other powers and duties as from time to time may be assigned to him by the Chief
Executive Officer, President or the Board or prescribed by these By-Laws.

                  (d) THE VICE PRESIDENT.  The Vice President or, if there shall
be more than one, the Vice  Presidents,  if any, in the order of their seniority
or in any other order determined by the Board, shall perform,  in the absence or
disability of the President, the duties and exercise the powers of the President
and shall have such other powers and duties as from time to time may be assigned
to him by the Chief Executive  Officer,  President or the Board or prescribed by
these By-Laws.

                  (e) THE  SECRETARY.  Except  as  otherwise  provided  in these
By-Laws or as directed by the Board,  the Secretary shall attend all meetings of
the stockholders  and the Board;  shall record the minutes of all proceedings in
books to be kept for that  purpose;  shall give  notice of all  meetings  of the
stockholders  and special  meetings of the Board; and shall keep in safe custody
the seal of the Corporation  and, when authorized by the Board,  shall affix the
same to any corporate instrument. The Secretary shall have such other powers and
duties  as from  time to time  may be  assigned  to him by the  Chief  Executive
Officer, President or the Board or prescribed by these By-Laws.

                  (f) THE  TREASURER.  Subject to the control of the Board,  the
Treasurer  shall have the care and custody of the corporate  funds and the books
relating  thereto;  shall  perform  all other  duties  incident to the office of
treasurer;  and shall have such other powers and duties as from time to time may
be assigned to him by the Chief  Executive  Officer,  President  or the Board or
prescribed by these By-Laws.

            Section 3. ELECTION;  REMOVAL.  Subject to his or her earlier death,
resignation or removal, as hereinafter provided,  each officer shall hold his or
her office  until his or her  successor  shall have been duly  elected and shall
have  qualified.  Any officer may be removed at any time, with or without cause,
by the Board.

            Section  4.  RESIGNATIONS.  Any  officer  may  resign at any time by
giving written notice of his resignation to the Corporation. A resignation shall
take effect at the time  specified  therein or, if the time when it shall become
effective shall not be specified  therein,  immediately  upon its receipt,  and,
unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.


                                     -9-

<PAGE>



            Section 5.  VACANCIES.  If an office  becomes vacant for any reason,
the Board may fill the vacancy,  and each officer so elected shall serve for the
remainder of his or her  predecessor's  term and until his successor  shall have
been elected or appointed and shall have qualified.

                                  ARTICLE VI

          PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

            Section 1. CERTIFICATES.  Certificates for the Corporation's capital
stock  shall be in such form as  required  by law and as  approved by the Board.
Each certificate shall be signed in the name of the Corporation by the President
or any Vice  President  and by the  Secretary,  the  Treasurer or any  Assistant
Secretary or any Assistant  Treasurer and shall bear the seal of the Corporation
or a facsimile  thereof.  Any or all of the signatures on a certificate may be a
facsimile.  In case any  officer,  transfer  agent or  registrar  who shall have
signed or whose  facsimile  signature  as placed on any  certificate  shall have
ceased to be such officer,  transfer agent or registrar  before the  certificate
shall be issued,  it may nevertheless be issued by the Corporation with the same
effect as if he or she were such  officer,  transfer  agent or  registrar at the
date of the issue.

            Section 2. LOST  CERTIFICATES,  ETC. The Corporation may issue a new
certificate  for shares in place of any  certificate  theretofore  issued by it,
alleged to have been lost,  mutilated,  stolen or  destroyed,  and the Board may
require the owner of the lost, mutilated,  stolen or destroyed  certificate,  or
his or her legal representatives,  to make an affidavit of that fact and to give
the  Corporation  a bond in such sum as it may direct as  indemnity  against any
claim that may be made against the  Corporation  on account of the alleged loss,
mutilation,  theft or  destruction  of the  certificate or the issuance of a new
certificate.

            Section  3.  TRANSFERS  OF  SHARES.  Transfers  of  shares  shall be
registered on the books of the Corporation maintained for that purpose after due
presentation  of the  stock  certificates  therefor  appropriately  endorsed  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer.

                                  ARTICLE VII

                                INDEMNIFICATION

            Section 1.  INDEMNIFICATION.  The Corporation  shall, to the fullest
extent permitted by the General Corporation Law (including,  without limitation,
Section 145 thereof,  or other  provisions  of the laws of Delaware  relating to
indemnification  of  directors  and  officers  as the  same may be  amended  and
supplemented from time to time, indemnify any and all such persons whom it shall
have  power  to  indemnify  under  the  General  Corporation  Law or such  other
provisions of law.


                                     -10-

<PAGE>



            Section  2.   STATUTORY   INDEMNIFICATION.   Without   limiting  the
generality  of Section l of this Article VII, to the fullest  extent  permitted,
and subject to the  conditions  imposed,  by law, and pursuant to Section 145 of
the General Corporation Law unless otherwise determined by the Board:

                  (i) 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  serving  at the  request  of  the  Corporation  as a
director or officer of another corporation, partnership, joint venture, trust or
other  enterprise,  against  reasonable  expenses  (including  attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action,  suit or proceeding if such person
acted in good faith and in a manner he or she  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 no reasonable  cause to believe his conduct
was unlawful; and

                  (ii) 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 serving at the request of
the  Corporation  as  director or officer of another  corporation,  partnership,
joint venture,  trust or other enterprise against reasonable expenses (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement  of such action or suit if such person  acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, except as otherwise provided by law.

Expenses  incurred in defending a civil or criminal  action,  suit or proceeding
shall (in the case of any  action,  suit or  proceeding  against a  director  or
officer  of the  Corporation)  or may  (in  the  case  of any  action,  suit  or
proceeding  against a trustee,  employee or agent) be paid by the Corporation in
advance  of the  final  disposition  of  such  action,  suit  or  proceeding  as
authorized  by the Board of Directors  upon receipt of an  undertaking  by or on
behalf of the indemnified  person to repay such amount if it shall ultimately be
determined  that he or she is not entitled to be indemnified by the  Corporation
as authorized in this Article VII.

            Section  3.   INDEMNIFICATION   BY  RESOLUTION  OF  STOCKHOLDERS  OR
DIRECTORS OR AGREEMENT. To the fullest extent permitted by law,  indemnification
may be granted,  and  expenses  may be  advanced,  to the persons  described  in
Section 145 of the General  Corporation  Law or other  provisions of the laws of
Delaware relating to indemnification  and advancement of expenses,  as from time
to time may be in effect, by (i) a resolution of stockholders, (ii) a resolution
of the Board,  or (iii) an  agreement  providing  for such  indemnification  and
advancement of expenses;  PROVIDED that no indemnification  may be made to or on
behalf of any person if a judgment  or other final  adjudication  adverse to the
person  establishes  that such person's acts were committed in bad faith or were
the result of active and deliberate dishonesty

                                     -11-

<PAGE>



and were  material  to the cause of action so  adjudicated,  or that such person
personally  gained in fact a financial  profit or other  advantage to which such
person was not legally entitled.

            Section 4. GENERAL.  It is the intent of this Article VII to require
the  Corporation  to  indemnify  the persons  referred to herein for  judgments,
fines, penalties,  amounts paid in settlement and expenses (including attorneys'
fees), and to advance expenses to such persons,  in each and every  circumstance
in which such indemnification and such advancement of expenses could lawfully be
permitted by express provision of by-laws,  and the  indemnification and expense
advancement  provided by this Article VII shall not be limited by the absence of
an express recital of such circumstances. The indemnification and advancement of
expenses  provided by, or granted pursuant to, these By-Laws shall not be deemed
exclusive  of any other  rights  to which a person  seeking  indemnification  or
advancement  of expenses may be entitled,  whether as a matter of law, under any
provision  of the  Certificate  of  Incorporation  of the  Corporation  or these
By-Laws, by agreement, by vote of stockholders or disinterested directors of the
Corporation or otherwise,  both as to action in his or her official capacity and
as to action in another capacity while holding such office.

            Section 5.  INDEMNIFICATION  BENEFITS.  Indemnification  pursuant to
these By-Laws shall inure to the benefit of the heirs, executors, administrators
and personal representatives of those entitled to indemnification.

                                 ARTICLE VIII

                              GENERAL PROVISIONS

            Section 1. DIVIDENDS, ETC. To the extent permitted by law, the Board
shall  have  full  power  and  discretion,  subject  to  the  provisions  of the
Certificate  of  Incorporation  of the  Corporation  and the  terms of any other
corporate  document or  instrument  binding upon the  Corporation,  to determine
what, if any, dividends or distributions shall be declared and paid or made.

            Section 2.  FISCAL YEAR.  The  fiscal  year of the Corporation shall
be determined by the Board.

            Section 3. VOTING  SHARES IN OTHER  CORPORATIONS.  Unless  otherwise
directed  by the  Board,  shares  in other  corporations  which  are held by the
Corporation  shall be represented and voted only by the Chief Executive  Officer
or the President or by a proxy or proxies appointed by him or her.

            Section 4. EXECUTION OF DEEDS, CONTRACTS AND OTHER DOCUMENTS. Except
as otherwise  provided by the Certificate of  Incorporation  and the Board,  all
deeds and mortgages made by the Corporation and all other written  contracts and
agreements to which the  Corporation  shall be a party may be executed on behalf
of the  Corporation by the Chief  Executive  Officer,  the President,  the Chief
Financial Officer, or one or more Vice Presidents, if any shall have

                                     -12-

<PAGE>


been elected,  and may be attested to and the corporate seal affixed  thereto by
the Secretary or Assistant  Secretary.  The Board may authorize the execution of
deeds,  mortgages  and all other written  contracts and  agreements to which the
Corporation may be a party by such other officers, assistant officers or agents,
as may be selected by the Chief Executive Officer,  President or Chief Financial
Officer  from  time to time  and  with  such  limitations  and  restrictions  as
authorization may prescribe.

                                  ARTICLE IX

                                   AMENDMENT

      By-Laws  may be made,  altered or  repealed  by the Board,  subject to the
right of stockholders to alter or repeal any By-Laws made by the Board.


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