EXHIBIT 3.5

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                         CEDRIC KUSHNER PROMOTIONS, INC.

                            (a Delaware corporation)

                                  _____________

                                    ARTICLE I

                    CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1 CONFLICTS. In the event of any conflict between the provisions of these
by-laws and the provisions of the certificate of incorporation of Cedric Kushner
Promotions,  Inc. (the  "Corporation"),  the  provisions of the  certificate  of
incorporation shall govern.

     1.2  REFERENCES.  In  these  by-laws,  references  to  the  certificate  of
incorporation   and  by-laws  mean  the   provisions  of  the   certificate   of
incorporation  of the Corporation and these by-laws,  respectively,  as are from
time to time in effect.

                                   ARTICLE II

                                     OFFICES

     2.1 REGISTERED OFFICE. The registered office of the Corporation shall be as
fixed in the certificate of incorporation of the Corporation.

     2.2 OTHER  OFFICES.  The  Corporation  may also have  offices at such other
places  within or without the State of Delaware  as the board of  directors  may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE III

                                  STOCKHOLDERS

     3.1 LOCATION OF MEETINGS.  All  meetings of  stockholders  shall be held at
such places within or without the State of Delaware as shall be designated  from
time to time by the board of  directors  or the Chief  Executive  Officer (or if
there is no Chief Executive Officer, the President) or, if not so designated, at
the principal  office of the Corporation.  Any adjourned  session of any meeting
shall be held at the place designated in the vote of adjournment.

     3.2 ANNUAL MEETING.  The annual meeting of stockholders shall be held at 10
a.m. on the second  Wednesday  in May in each year  (unless  that day shall be a
legal holiday at the location where the meeting is to be held, in which case the
meeting shall be held at 10 a.m. on the next  succeeding day that is not a legal
holiday) or at such other time and date as shall be designated from time to time
by the board of  directors or the  President,  at which the  stockholders  shall
elect a board of directors and transact  such other  business as may be required
by law or these by-laws or as may otherwise properly come before the meeting.

     3.3  SPECIAL  MEETING  IN PLACE  OF  ANNUAL  MEETING.  If the  election  of
directors shall not be held on the day designated by these by-laws, the board of
directors  shall cause the election to be held as soon thereafter as convenient.
To that end, if the annual meeting is not held on the day provided in Subsection
3.2 or if the election of directors is not held at the annual meeting, a special
meeting  of the  stockholders  may be held in place of such  omitted  meeting or
election and any business  transacted or election  held at such special  meeting
shall have the same effect as if  transacted or held at the annual  meeting.  In
such  case  all  references  in  these  by-laws  to the  annual  meeting  of the
stockholders,  or to the annual election of directors,  shall be deemed to refer
to or include such special  meeting.  Any such special  meeting shall be called,
and the  purposes  thereof  shall be  specified  in the  call,  as  provided  in
Subsection 3.4.

     3.4 NOTICE OF ANNUAL MEETING.  Written notice of the annual meeting stating
the  place,  date and  hour of the  meeting  shall be given to each  stockholder
entitled  to vote at such  meeting  not less than ten nor more than  sixty  days
before the date of the  meeting.  Such  notice may  specify  the  business to be
transacted and actions to be taken at such meeting.  No action shall be taken at

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such  meeting  unless such notice is given,  or unless  waiver of such notice is
given by the  holders  of  outstanding  capital  stock  having not less than the
minimum number of votes  necessary to take such action at a meeting at which all
shares  entitled to vote thereon were voted.  Prompt notice of all actions taken
in connection with such waiver of notice shall be given to all  stockholders not
present or  represented  at such meeting.  If mailed,  notice shall be deemed to
have been given when the notice is deposited in the United States mail,  postage
prepaid,  directed to the stockholder at the stockholder's address as it appears
on the records of the Corporation. An affidavit of the mailing or other means of
giving any notice of any stockholders' meeting,  executed by the Secretary,  any
Assistant  Secretary or any transfer agent of the Corporation giving the notice,
shall be prima facie evidence of the giving of such notice.

     3.5 OTHER SPECIAL  MEETINGS.  Special  meetings of the  stockholders may be
called for any  purpose or  purposes  by the  Chairman  of the Board,  the Chief
Executive  Officer (or if there is no Chief Executive  Officer,  the President),
the board of  directors  or at the request in writing of the holders of at least
ten percent of all capital stock of the  Corporation  issued and outstanding and
entitled to vote at such meeting.  Business transacted at any special meeting of
stockholders  shall be limited to matters  relating  to the  purpose or purposes
stated in the notice of meeting.

     3.6 NOTICE OF SPECIAL MEETING.  Unless otherwise prescribed by law, written
notice of each special meeting  stating the place,  date and hour of the meeting
and the purpose or purposes  for which the meeting is called  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. If mailed,  notice shall be deemed
to have been given  when the notice is  deposited  in the  United  States  mail,
postage prepaid,  directed to the stockholder at the stockholder's address as it
appears on the records of the Corporation.  An affidavit of the mailing or other
means of  giving  any  notice  of any  stockholders'  meeting,  executed  by the
Secretary,  any  Assistant  Secretary or any transfer  agent of the  Corporation
giving the notice, shall be prima facie evidence of the giving of such notice.

     3.7 STOCKHOLDER  LIST. The officer who has charge of the stock record books
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  who is
present.

     3.8 QUORUM OF  STOCKHOLDERS.  The  holders  of a majority  of the shares of
capital stock of the  Corporation  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  except as
otherwise  required by law, the certificate of  incorporation  or these by-laws.
Except as  otherwise  provided by law, no  stockholder  present at a meeting may
withhold  shares  owned by such  stockholder  from the quorum count by declaring
those shares to be absent from the meeting.

     3.9 ADJOURNMENT.  Any meeting of stockholders may be adjourned from time to
time to any other time and place at which a meeting of stockholders  may be held
under these by-laws,  which time and place shall be announced at the meeting, by
a majority of votes cast upon the question,  whether or not a quorum is present,
or, if no  stockholder is present,  by any officer  entitled to preside at or to
act as secretary of such meeting. If a quorum shall be present or represented at
any  adjourned  meeting,  any  business may be  transacted  that might have been
transacted at the original  meeting.  If the adjournment is for less than thirty
days and the time  and  place of the  adjourned  meeting  are  announced  at the
meeting at which  adjournment is taken,  it shall not be necessary to notify any
stockholder of the adjournment unless after the adjournment a new record date is
fixed for the  adjourned  meeting.  If the  adjournment  is for more than thirty
days,  the time and place of the  adjourned  meeting  are not  announced  at the
meeting at which  adjournment  is taken,  or a new record  date is fixed for the
adjourned meeting after the adjournment, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.
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     3.10 PROXY REPRESENTATION.  Any stockholder may authorize another person or
persons  to act for  such  stockholder  by  proxy in all  matters  in which  the
stockholder  is  entitled  to  participate,  whether  by  waiving  notice of any
meeting,  objecting to or voting or  participating  at a meeting,  or expressing
consent  or  dissent  without  a  meeting.  Every  proxy  must be  signed by the
stockholder or the  stockholder's  attorney-in-fact.  No proxy shall be voted or
acted upon after  three years from its date  unless  such proxy  provides  for a
longer  period.  Except as provided  by law, a  revocable  proxy shall be deemed
revoked if the  stockholder  is present at the  meeting  for which the proxy was
given.  A duly  executed  proxy  shall be  irrevocable  if it states  that it is
irrevocable  and,  if,  and  only as long as,  it is  coupled  with an  interest
sufficient  in  law to  support  an  irrevocable  power.  A  proxy  may be  made
irrevocable  regardless  of whether the interest  with which it is coupled is an
interest in the stock itself or an interest in the  Corporation  generally.  The
authorization  of a proxy  may but  need not be  limited  to  specified  action,
provided,  however,  that if a proxy  limits its  authorization  to a meeting or
meetings of  stockholders,  unless  otherwise  specifically  provided such proxy
shall entitle the holder thereof to vote at any adjourned  session but shall not
be valid after the final adjournment thereof.

     3.11 INSPECTORS.  The directors or the person presiding at the meeting may,
but need not,  appoint one or more  inspectors  of election  and any  substitute
inspectors to act at the meeting or any  adjournment  thereof.  Before  entering
upon the discharge of the duties of  inspector,  each  inspector  shall take and
sign an oath to execute  faithfully the duties of inspector at such meeting with
strict  impartiality and according to the best of the inspector's  ability.  The
inspectors,  if any,  shall (a)  determine the number of shares of capital stock
outstanding  and  the  voting  power  of  each,  the  shares  of  capital  stock
represented  at the  meeting,  the  existence  of a quorum and the  validity and
effect  of  proxies,  and (b)  receive  votes,  ballots  or  consents,  hear and
determine all challenges and questions  arising in connection  with the right to
vote, count and tabulate all votes,  ballots or consents,  determine the result,
and do such acts as are proper to conduct the election or vote with  fairness to
all  stockholders.  On request  of the  person  presiding  at the  meeting,  the
inspectors  shall make a report in writing of any challenge,  question or matter
determined by them and execute a certificate of any fact found by them.

     3.12 ACTION BY VOTE.  When a quorum is present at any  meeting,  whether an
original or  adjourned  session,  a  plurality  of the votes  properly  cast for
election  to any office  shall  elect to such office and a majority of the votes
(or if there  are two or more  classes  of  capital  stock  entitled  to vote as
separate classes, then in the case of each such class, the holders of a majority
of the capital stock of that class)  properly cast upon any question  other than
an election to an office shall decide such  question,  except when a larger vote
is required by law, the certificate of incorporation or these by-laws. No ballot
shall be required for any election unless requested by a stockholder  present or
represented at the meeting and entitled to vote in the election.

     3.13 NOMINATION OF DIRECTORS.  Only persons who are nominated in accordance
with the  following  procedures  shall be eligible  for  election as  directors.
Nomination  for election to the board of directors at a meeting of  stockholders
may be made by the board of directors or by any  stockholder of the  Corporation
entitled to vote for the election of directors at such meeting who complies with
the notice procedures set forth in this Subsection 3.13. Such nominations, other
than  those  made by or on behalf of the  board of  directors,  shall be made by
notice in writing delivered or mailed by first class United States mail, postage
prepaid,  to the Secretary,  and received not less than sixty days nor more than
ninety days prior to such meeting; provided,  however, that if less than seventy
days' notice or prior public  disclosure  of the date of the meeting is given to
stockholders,  such  nomination  shall  have  been  mailed or  delivered  to the
Secretary  not later than the close of business on the tenth day  following  the
date on which the notice of the meeting was mailed or such public disclosure was
made,  whichever  occurs  first.  Such  notice  shall set forth:  (a) as to each
proposed nominee,  (i) the name, age, business address and, if known,  residence
address of each such  nominee,  (ii) the  principal  occupation or employment of
each  such  nominee,  (iii)  the  number  of  shares  of  capital  stock  of the
Corporation  beneficially  owned  by each  such  nominee,  and  (iv)  any  other
information  concerning  the nominee  that must be  disclosed  as to nominees in
proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended  (including  such person's  written consent to be named as a
nominee and to serve as a director if  elected);  and (b) as to the  stockholder
giving the notice, (i) the name and address, as they appear on the Corporation's
books,  of such  stockholder  and (ii) the  number of  shares of each  class and
series  of  capital  stock  of  the  Corporation   beneficially  owned  by  such
stockholder.  The Corporation  may require any proposed  nominee to furnish such
other  information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director. The chairman of
the meeting may, if the facts warrant, determine and declare at the meeting that
a nomination was not made in accordance with the foregoing procedure, and if the
chairman  should so determine,  the chairman shall so declare at the meeting and
the defective nomination shall be disregarded.
<PAGE>
     3.14  NOTICE OF BUSINESS AT ANNUAL  MEETINGS.  At an annual  meeting of the
stockholders,  only such business shall be conducted as shall have been properly
brought before the meeting.  To be properly  brought  before an annual  meeting,
business  must be (a)  specified  in the  notice of meeting  (or any  supplement
thereto)  given by or at the direction of the board of directors,  (b) otherwise
properly  brought  before  the  meeting by or at the  direction  of the board of
directors,  or (c)  otherwise  properly  brought  before an annual  meeting by a
stockholder.  For business to be properly  brought before an annual meeting by a
stockholder,  if such  business  relates to the  election  of  directors  of the
Corporation,  the  procedures in Subsection  3.13 must be complied  with, and if
such  business  relates to any other  matter,  the  stockholder  must have given
timely notice thereof in writing to the Secretary. To be timely, a stockholder's
notice must be delivered to or mailed and  received at the  principal  executive
offices of the  Corporation  not less than sixty days nor more than  ninety days
prior to the  meeting;  provided,  however,  that in the  event  that  less than
seventy  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
date on which such  notice of the date of the  meeting was mailed or such public
disclosure  was made,  whichever  occurs first.  A  stockholder's  notice to the
Secretary  shall set forth as to each matter the  stockholder  proposes to bring
before the annual meeting (a) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (b)  the  name  and  address,  as they  appear  on the
Corporation's books, of the stockholder proposing such business,  (c) the number
of  shares  of each  class  and  series  of  capital  stock  of the  Corporation
beneficially  owned by the  stockholder  and (d) any  material  interest  of the
stockholder in such business.  Notwithstanding  anything in these by-laws to the
contrary,  no  business  shall be  conducted  at any  annual  meeting  except in
accordance with the procedures set forth in this Subsection 3.14 and except that
any  stockholder  proposal  that  complied  with Rule  14a-8  (or any  successor
provision) under the Securities  Exchange Act of 1934, as amended,  and is to be
included  in  the  Corporation's  proxy  statement  for  an  annual  meeting  of
stockholders  shall be deemed to comply with the requirements of this Subsection
3.14.  The chairman of the meeting shall,  if the facts  warrant,  determine and
declare at the meeting that business was not properly brought before the meeting
in accordance with the provisions of this  Subsection  3.14, and if the chairman
should so determine,  the chairman shall so declare at the meeting that any such
business not properly brought before the meeting shall not be transacted.

     3.15  ORGANIZATION.  The Chairman of the Board or, in the absence  thereof,
the Chief  Executive  Officer (or if there is no Chief  Executive  Officer,  the
President)  shall  call  meetings  of  stockholders  to order  and  shall act as
chairman of such  meeting,  provided,  however,  that the board of directors may
appoint any  stockholder to act as chairman of any meeting in the absence of the
Chairman of the Board.  The Secretary  shall act as secretary at all meetings of
the  stockholders,  but in the  absence of the  Secretary  at any meeting of the
stockholders,  the  chairman  may appoint any person to act as  secretary of the
meeting.

                                   ARTICLE IV

                                    DIRECTORS

     4.1 POWERS.  The business of the  Corporation  shall be managed by or under
the direction of the board of  directors,  which shall have and may exercise all
the powers of the  Corporation and do all such lawful acts and things as are not
by law, the certificate of  incorporation  or these by-laws directed or required
to be exercised or done by the stockholders.
<PAGE>
     4.2 NUMBER.  The number of  directors  that shall  constitute  the board of
directors shall be determined by resolution of the board of directors, but in no
event shall be less than two.  The number of  directors  may be decreased at any
time  and  from  time to time by vote of a  majority  of the  directors  then in
office,  but only to  eliminate  vacancies  existing  by  reason  of the  death,
resignation,  removal or  expiration of the term of one or more  directors.  The
directors shall be elected at the annual meeting of the stockholders,  except as
provided in Subsection 4.3 of these by-laws. Directors need not be stockholders.

     4.3 VACANCIES.  Newly created directorships  resulting from any increase in
the number of directors and other  vacancies may be filled by vote of a majority
of the  directors  then in  office,  although  less than a quorum,  or by a sole
remaining  director.  When one or more directors  shall resign from the board of
directors,  effective  at a future  date,  a majority of the  directors  then in
office, including those who have resigned, shall have power to fill such vacancy
or  vacancies,  the vote or action by writing  thereon to take  effect when such
resignation or resignations shall become effective. The directors shall have and
may  exercise  all their  powers  notwithstanding  the  existence of one or more
vacancies  in  their  number,  subject  to  any  requirements  of  law or of the
certificate of  incorporation  or of these by-laws as to the number of directors
required for a quorum or for any vote or other  actions.  A director  elected to
fill a  vacancy  shall be  elected  for the  unexpired  term of such  director's
predecessor in office,  and a director chosen to fill a position  resulting from
an increase in the number of directors shall hold office until the next election
of the class for which  such  director  shall have been  chosen,  subject to the
election and  qualification  of any such  director's  successor  and to any such
director's earlier death, resignation or removal.

     4.4 CLASSES OF DIRECTORS.  Each  director  shall serve for a term ending on
the date of the  annual  meeting  following  the  annual  meeting  at which such
director was elected;  provided, that the term of each director shall be subject
to the election  and  qualification  of a successor to such  director and to the
earlier of death, resignation or removal of such director.

     4.5 [Intentionally omitted]

     4.6  COMMITTEES.  The board of directors  may, by vote of a majority of the
whole board: (a) designate,  change the membership of or terminate the existence
of any committee or committees,  each committee to consist of one or more of the
directors;  (b) designate one or more directors as alternate members of any such
committee  who may replace any absent or  disqualified  member at any meeting of
the committee;  and (c) determine the extent to which each such committee  shall
have and may exercise the powers and  authority of the board of directors in the
management of the business and affairs of the  Corporation,  including the power
to  authorize  the seal of the  Corporation  to be affixed  to all  papers  that
require it and the power and authority to declare  dividends or to authorize the
issuance of capital  stock;  excepting,  however,  such powers that by law,  the
certificate of  incorporation  or these by-laws the board is prohibited  from so
delegating.  In the absence or disqualification of any member of a committee and
such member's  alternate,  if any, the member or members  thereof present at any
meeting and not disqualified from voting,  whether or not constituting a quorum,
may  unanimously  appoint another member of the board of directors to act at the
meeting in the place of any such absent or  disqualified  member.  Except as the
board of directors may otherwise determine, any committee may make rules for the
conduct of its  business,  but unless  otherwise  provided  by the board or such
rules, its business shall be conducted as nearly as may be in the same manner as
is  provided  by these  by-laws  for the  conduct  of  business  by the board of
directors.  Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request.

     4.7 REGULAR  MEETINGS.  Regular  meetings of the board of directors  may be
held without call or notice at such times and at such places,  within or without
the  State  of  Delaware,  as the  board  of  directors  may  from  time to time
determine, provided that any director who was absent when such determination was
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made  shall be given  notice  of the  determination.  A regular  meeting  of the
directors may be held without call or notice  immediately  after and at the same
place as an annual meeting of the stockholders.

     4.8 SPECIAL  MEETINGS.  Special  meetings of the board of directors  may be
held at such times and at such places,  within or without the State of Delaware,
designated in a notice of the meeting,  when called by the Chairman of the Board
or the Chief Executive Officer (or if there is no Chief Executive  Officer,  the
President) or by any  director,  reasonable  notice  thereof being given to each
director  by the  Secretary,  the  officer or any of the  directors  calling the
meeting.

     4.9 NOTICE. It shall be reasonable and sufficient notice to a director: (a)
to send  notice  by mail at least  forty-eight  hours,  or by  telegram,  telex,
facsimile or hand at least twenty-four hours, before the meeting, or directed to
the  director  at the  director's  usual or last  known  business  or  residence
address;  or (b) to give  notice to the  director in person or by  telephone  at
least  twenty-four  hours  before the  meeting.  Notice of a meeting need not be
given to any  director if a written  waiver of notice,  executed by the director
before or after the meeting, is filed with the records of the meeting, or to any
director  who attends the meeting  without  protesting  prior  thereto or at its
commencement the lack of notice to the director. Neither notice of a meeting nor
a waiver of a notice need specify the purposes of the meeting.

     4.10 QUORUM. Except as may be otherwise provided by law, the certificate of
incorporation  or these  by-laws,  at any  meeting of the board of  directors  a
majority of the  directors  then in office shall  constitute a quorum.  A quorum
shall not in any case be less than  one-third  of the total  number of directors
constituting the whole board. In the event one or more of the directors shall be
disqualified  to vote at any meeting,  then the required quorum shall be reduced
by one  for  each  such  director  so  disqualified,  subject  to the  preceding
sentence.  Any meeting may be  adjourned  from time to time by a majority of the
directors  present at the meeting,  whether or not a quorum is present,  and the
meeting may be held as adjourned without further notice.

     4.11  ACTION  BY VOTE.  Except as may be  otherwise  provided  by law,  the
certificate of incorporation  or these by-laws,  when a quorum is present at any
meeting the vote of a majority of the directors  present shall be the act of the
board of directors.

     4.12 ACTION WITHOUT A MEETING. Any action required or permitted to be taken
at any  meeting of the board of  directors  or of any  committee  thereof may be
taken  without a meeting if all the members of the board or such  committee,  as
the case may be,  consent to the action in writing,  and the written  consent is
filed with the  records of the  meetings  of the board or such  committee.  Such
consent  shall be treated  for all  purposes  as the act of the board or of such
committee, as the case may be.

     4.13  PARTICIPATION  IN MEETINGS BY  CONFERENCE  TELEPHONE.  Members of the
board of directors or of any committee  thereof may  participate in a meeting of
such  board  or   committee  by  means  of   conference   telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.  Such  participation  shall constitute  presence in
person at such meeting.

     4.14  COMPENSATION.  The board of directors shall have the authority to fix
from time to time the compensation of directors. The directors may be paid their
expenses,  if any, of  attendance  at each meeting of the board of directors and
the performance of their  responsibilities  as directors and may be paid a fixed
sum for  attendance  at each meeting of the board of  directors  and/or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation or its parent or subsidiary  corporations  in any other capacity and
receiving   compensation  therefor.  The  board  of  directors  may  also  allow
compensation  for members of special or standing  committees for service on such
committees.

     4.15 REMOVAL OR RESIGNATION OF DIRECTORS. Directors may be removed only for
cause by the affirmative vote of the holders of at least two-third of the shares
of capital stock of the  Corporation  issued,  outstanding and entitled to vote.
Any director may resign at any time by  delivering a  resignation  in writing to
the Chief  Executive  Officer (or if there is no Chief  Executive  Officer,  the
President)  or the  Secretary  or to a meeting of the board of  directors.  Such
resignation  shall be effective upon receipt unless specified to be effective at
some other time and without in either case the  necessity of it being  accepted,
unless the resignation shall so state. No director resigning and (except where a
right to receive  compensation  shall be expressly provided in a duly authorized
written agreement with the Corporation) no director removed shall have any right
to receive compensation as such director for any period following the director's
resignation  or  removal,  or any right to damages  on account of such  removal,
whether the director's compensation be by the month or by the year or otherwise;
unless in the case of a resignation,  the directors,  or in the case of removal,
the body acting on the  removal,  shall in their or its  discretion  provide for
compensation.
<PAGE>
                                    ARTICLE V

                                     NOTICES

     5.1 FORM OF  NOTICE.  Whenever,  under  the  provisions  of law,  or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder,  such notice may be given by mail,  addressed to
such director or stockholder,  at the director's or stockholder'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.  Unless  written notice by mail is required
by law,  written  notice  may  also be  given  by  telegram,  cable,  facsimile,
commercial delivery service,  telex or similar means, addressed to such director
or stockholder at the address  thereof as such address appears on the records of
the  Corporation,  in which  case such  notice  shall be deemed to be given when
delivered  into  the  control  of  the  persons   charged  with  effecting  such
transmission,  the  transmission  charge  to be paid by the  Corporation  or the
person  sending  such  notice  and not by the  addressee.  Oral  notice or other
in-hand  delivery (in person or by telephone)  shall be deemed given at the time
it is actually given.

     5.2 WAIVER OF NOTICE.  Whenever  notice is  required  to be given under the
provisions of law, the certificate of incorporation or these by-laws,  a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein,  shall be deemed equivalent to notice.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person attends a 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.  Neither the business to be transacted  at,
nor the purpose of, any meeting of the  stockholders,  directors or members of a
committee of the board of directors  need be specified in any written  waiver of
notice.

                                   ARTICLE VI

                               OFFICERS AND AGENTS

     6.1  ENUMERATION;  QUALIFICATION.  The  officers of the  Corporation  shall
consist of a President,  a Treasurer,  a Secretary and such other  officers,  if
any, as the board of directors from time to time may in its discretion  elect or
appoint,  including a Chairman of the Board, a Chief Executive  Officer, a Chief
Financial Officer, a General Counsel and one or more Vice Presidents,  Assistant
Treasurers  and Assistant  Secretaries.  Any officer may be, but none need be, a
director or stockholder. Any two or more offices may be held by the same person.
Any officer may be required  by the board of  directors  to secure the  faithful
performance  of the officer's  duties to the  Corporation by giving bond in such
amount and with sureties or otherwise as the board of directors may determine.

     6.2 ELECTION.  The board of directors shall choose a President, a Secretary
and a Treasurer at the first meeting of the board  following each annual meeting
of  stockholders.  Other  officers may be appointed by the board of directors at
such meeting,  at any other meeting or by written  consent.  At any time or from
time to time,  the directors may delegate to any officer their power to elect or
appoint any other officer or any agents.

     6.3  TENURE.  Except as  otherwise  provided  by law,  the  certificate  of
incorporation or these by-laws, each officer shall hold office until a successor
is elected and  qualified,  unless a shorter period shall have been specified in
the vote approving the officer's  election or appointment,  or until the officer
sooner dies,  resigns or is removed.  Each agent of the Corporation shall retain
authority at the pleasure of the directors, or the officer by whom the agent was
appointed or by the officer who then holds agent appointive power

     6.4 POWERS.  Subject to law, the  certificate  of  incorporation  and these
by-laws,  each officer  shall have,  in addition to the duties and powers herein
set forth,  such duties and powers as are  commonly  incident  to the  officer's
office and such additional  duties and powers as the board of directors may from
time to time designate.
<PAGE>
     6.5 President. If there is no Chief Executive Officer, the President of the
Corporation  shall  be the  chief  executive  officer  of the  Corporation.  The
President shall, when and in the absence of a Chairman of the Board,  preside at
all meetings of the  stockholders and at all meetings of the board of directors.
The President may sign all authorized  contracts in the name of the Corporation,
shall have general charge and  supervision  of the business of the  Corporation,
subject  to the  control  of the board of  directors  and shall be the medium of
communication  of the board of  directors  and any board  committee  of reports,
proposals and recommendations for their respective  consideration or action. The
President may sign certificates representing capital stock of the Corporation as
provided in Subsection  7.1, and the  President  shall do and perform such other
duties  as may be  assigned  from time to time by the  board of  directors.  All
officers shall report to the President or according to the President's direction
in respect of any  matters  within the  President's  jurisdiction.  The board of
directors may delegate from time to time certain or all of the aforesaid  powers
and responsibilities to the Chief Executive Officer, if any.

     6.6 VICE PRESIDENT. The Vice President, or if there shall be more than one,
the Vice Presidents in the order determined by the board of directors, shall, in
the absence or disability of the President,  perform the duties and exercise the
powers of the  President and shall perform such other duties and have such other
powers as the board of  directors  may from  time to time  prescribe.  If a Vice
President is designated as the chief operating officer of the Corporation,  then
such Vice President  shall be deemed to be the most senior Vice President of the
Corporation.

     6.7 SECRETARY AND ASSISTANT SECRETARIES.

     (a) The  Secretary  shall attend all meetings of the board of directors and
all meetings of the  stockholders and record all the proceedings of the meetings
of the  stockholders and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
The Secretary  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 or the Chief
Executive  Officer (or if there is no Chief Executive  Officer,  the President),
under whose supervision the Secretary shall be. The Secretary shall keep in safe
custody  the  seal of the  Corporation  and,  when  authorized  by the  board of
directors,  affix the same to any instrument  requiring it and, when so affixed,
it shall be  attested  by his  signature  or by the  signature  of an  Assistant
Secretary.

     (b) The  Assistant  Secretary,  or if there be more than one, the Assistant
Secretaries  in the order  determined by the board of directors,  shall,  in the
absence or  disability  of the  Secretary,  perform the duties and  exercise the
powers of the  Secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
<PAGE>
     6.8 TREASURER AND ASSISTANT TREASURERS.

     (a) If there is no Chief  Financial  Officer,  the  Treasurer  shall be the
chief financial officer of the Corporation. 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  funds of the  Corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the Chief Executive  Officer (or if there is
no Chief Executive  Officer,  the President) and the board of directors,  at its
regular meetings,  or when the board of directors so requires, an account of all
such officer's  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 (which shall be renewed as and when required) in such sum and
with such surety and sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of the Treasurer's office and for the
restoration of the Corporation, in case of the Treasurer's death, resignation 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.  The board of directors may delegate from time to
time certain or all of the aforesaid  powers and  responsibilities  to the Chief
Financial Officer, if any.

     (b) The  Assistant  Treasurer,  or if there  shall be more  than  one,  the
Assistant Treasurers in the order determined by the board of directors, shall in
the absence or disability of the Treasurer,  perform the duties and exercise the
powers of the  Treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

     6.9  RESIGNATION  AND  REMOVAL.  Any  officer  may  resign  at any  time by
delivering a resignation in writing to the Chief Executive  Officer (or if there
is no Chief Executive Officer, the President), the Secretary or a meeting of the
board of directors.  Such  resignation  shall be effective  upon receipt  unless
specified  to be  effective  at some  other  time,  and  without in any case the
necessity of its being accepted unless the resignation shall so state. The board
of directors may, by a majority vote, at any time remove any officer either with
or without cause. The board of directors may at any time terminate or modify the
authority  of any  agent.  No officer  resigning  and  (except  where a right to
receive  compensation  shall be expressly  provided in a duly authorized written
agreement with the  Corporation)  no officer removed shall have any right to any
compensation as such officer for any period following the officer's  resignation
or  removal,  or any right to damages on account of such  removal,  whether  the
officer's  compensation  be by the month or by the year or otherwise,  unless in
the case of a resignation,  the directors,  or in the case of removal,  the body
acting  on  the  removal,   shall  in  their  or  its  discretion   provide  for
compensation.

     6.10  VACANCIES.  The board of directors may fill any vacancy  occurring in
any office for any reason and may, in its  discretion,  leave  unfilled for such
period as it may determine any offices  other than those of the  President,  the
Treasurer  and the  Secretary.  Each such  successor  shall hold  office for the
unexpired  term  of the  predecessor  and  until  a  successor  is  elected  and
qualified,  or in each case  until  such  officer  sooner  dies,  resigns  or is
removed.

                                   ARTICLE VII

                                  CAPITAL STOCK

     7.1 STOCK CERTIFICATES. Each stockholder shall be entitled to a certificate
stating the number and the class and the designation of the class and series, if
any, of the shares held by the stockholder, in such form as shall, in conformity
to law, the  certificate of  incorporation  and the by-laws,  be prescribed from
time to time by the board of directors.  Such certificate shall be signed by, or
in the  name  of the  Corporation  by,  (a) the  Chief  Executive  Officer,  the

<PAGE>
President  or a  Vice  President  and  (b)  the  Chief  Financial  Officer,  the
Treasurer, an Assistant Treasurer,  the Secretary or an Assistant Secretary. Any
of the  signatures on the  certificate  may be  facsimiles.  In case an officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed on such 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 the signatory were such officer, transfer
agent, or registrar at the time of its issue.

     7.2 STOCK ISSUANCES. Unless otherwise voted by the stockholders and subject
to the provisions of the certificate of incorporation,  the whole or any part of
any unissued  balance of the authorized  capital stock of the Corporation or the
whole or any part of any unissued balance of the authorized capital stock of the
Corporation held in its treasury may be issued,  sold,  transferred or otherwise
disposed  of by  vote  of the  board  of  directors  in such  manner,  for  such
consideration and on such terms as the board of directors may determine.

     7.3 STOCK  TRANSFERS.  Subject  to any  restrictions  with  respect  to the
transfer of shares of capital stock,  shares of capital stock may be transferred
on the books of the  Corporation  by the  surrender  to the  Corporation  or its
transfer agent of the certificate therefor properly endorsed or accompanied by a
written  assignment  and power of attorney  properly  executed,  with  necessary
transfer stamps affixed, and with such proof of the authenticity of signature as
the board of directors or the transfer agent of the  Corporation  may reasonably
require.  Except  as may be  otherwise  required  by  law,  the  certificate  of
incorporation or these by-laws,  the Corporation  shall be entitled to treat the
record  holder  of  capital  stock as shown  on its  books as the  owner of such
capital stock for all purposes, including the payment of dividends and the right
to receive notice and to vote or to give any consent with respect thereto and to
be held liable for such calls and  assessments,  if any, as may lawfully be made
thereon, regardless of any transfer, pledge or other disposition of such capital
stock  until the  shares  have  been  properly  transferred  on the books of the
Corporation.  It shall be the duty of each stockholder to notify the Corporation
of the stockholder's post office address.

     7.4 LOST,  STOLEN OR DESTROYED  CERTIFICATES.  The board of  directors  may
direct  a new  certificate  or  certificates  to  be  issued  in  place  of  any
certificate or certificates  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 or certificates, 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 certificates, or such owner's legal representative,  to advertise
the same in such manner as it 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  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

     7.5  RECORD  DATE.  In  order  that  the   Corporation  may  determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
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 of directors may fix, in advance, a record date,
which  shall not be more than sixty days nor less than ten days  before the date
of such  meeting,  nor more than sixty  days prior to any other  action to which
such record date relates.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting;  provided,  however,  that the board of directors  may fix a new
record date for the adjourned meeting. If no record date is fixed:

     (a) 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;

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

     (c) the record  date for  determining  stockholders  for any other  purpose
shall be at the close of  business  on the day on which  the board of  directors
adopts the resolution relating to such purpose.
<PAGE>
                                  ARTICLE VIII

GENERAL PROVISIONS

     8.1 FISCAL  YEAR.  The fiscal  year of the  Corporation  shall begin on the
first day of  February  in each  calendar  year and shall end on the last day of
January next following, unless otherwise determined by the board of directors.

     8.2 SEAL.  The board of  directors  may, by  resolution,  adopt a corporate
seal.  The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
Corporation,  the year of its organization and the word "Delaware." The seal may
be used by  causing it or a  facsimile  thereof  to be  impressed  or affixed or
reproduced or otherwise.  The seal may be altered from time to time by the board
of directors.

     8.3 DIVIDENDS.  Dividends upon the capital stock of the  Corporation may be
declared  by the board of  directors  at any  regular or  special  meeting or by
written  consent,  pursuant to law.  Dividends may be paid in cash,  property or
shares of the capital  stock,  subject to the  provisions of the  certificate of
incorporation. 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
directors  from time to time, in their  absolute  discretion,  think 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 such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
Corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

     8.4 CHECKS.  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.

     8.5 VOTING OF SECURITIES.  Except as the directors may otherwise designate,
the Chief Executive Officer,  the President,  the Chief Financial  Officer,  the
Treasurer or the General Counsel may waive notice of, and act as, or appoint any
person or persons to act as, proxy or attorney-in-fact for the Corporation (with
or without power of  substitution)  at any meeting of  stockholders of any other
corporation or organization of which the Corporation holds securities.

     8.6 EVIDENCE OF AUTHORITY.  A certificate  of the  Secretary,  an Assistant
Secretary or a temporary  Secretary as to any action taken by the  stockholders,
the board of directors or a committee thereof,  or any officer or representative
of the Corporation shall be conclusive evidence of such action as to all persons
who rely on the certificate in good faith.

     8.7 INTERESTED PARTIES.

     (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 the
Corporation's  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  that  authorizes  the contract or
transaction,  or solely  because the vote of any such person is counted for such
purpose, if:

     (1) the material facts as to the  relationship  or interest of the director
or officer and the contract or  transaction  are disclosed or 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 do not
constitute a quorum;

     (2) the material facts as to the  relationship  or interest of the director
or  officer  and the  contract  or  transaction  are  disclosed  or 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
thereof that authorizes the contract or transaction.
<PAGE>
     8.8 CONSTRUCTION;  DEFINITIONS.  Unless the context requires otherwise, the
general  provisions,  rules  of  construction  and  definitions  in the  General
Corporation  Law of Delaware  shall govern the  construction  of these  by-laws.
Without limiting the generality of this provision,  the singular number includes
the plural,  the plural  number  includes  the  singular  and the term  "person"
includes both a corporation and a natural person.  The term  "including" as used
herein  shall not be  construed so as to exclude any other thing not referred to
or described.

     8.9  PROVISIONS   ADDITIONAL  TO  PROVISIONS  OF  LAW.  All   restrictions,
limitations,  requirements  and  other  provisions  of  these  by-laws  shall be
construed, insofar as possible, as supplemental and additional to all provisions
of law applicable to the subject matter thereof and shall be fully complied with
in addition to such provisions of law unless such compliance shall be illegal.

     8.10  PROVISIONS  CONTRARY TO PROVISIONS  OF LAW. Any article,  subsection,
subdivision,  sentence,  clause or  phrase of these  by-laws  that,  upon  being
construed  in the manner  provided  in Section  8.9 of these  by-laws,  shall be
contrary to or  inconsistent  with any  applicable  provision of law,  shall not
apply so long as said  provision of law shall remain in effect.  Any such result
shall not affect the  validity or  applicability  of any other  portion of these
by-laws,  it being hereby  declared  that these  by-laws would have been adopted
irrespective   of  the  fact  that  any  one  or  more  articles,   subsections,
subdivisions, sentences, clauses or phrases of these by-laws is or are illegal.

                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

     9.1 BY BOARD  OF  DIRECTORS.  These  by-laws  may be  altered,  amended  or
repealed or new by-laws may be adopted by the affirmative  vote of a majority of
the  directors  present  at any  regular  or  special  meeting  of the  board of
directors at which a quorum is present.

     9.2 BY STOCKHOLDERS.  These by-laws may be altered,  amended or repealed or
new by-laws may be adopted by the affirmative  vote of the holders of a majority
of the  shares of  capital  stock of the  Corporation  issued,  outstanding  and
entitled to vote at any  regular or special  meeting of  stockholders,  provided
notice of such  alteration,  amendment,  repeal or adoption of new by-laws shall
have  been   stated  in  the  notice  of  such   regular  or  special   meeting.
Notwithstanding  the foregoing or any other provision of law, the certificate of
incorporation  or these  by-laws,  and  notwithstanding  the fact  that a lesser
percentage  may be specified by law, the  affirmative  vote of the holders of at
least seventy-five percent of the shares of the capital stock of the Corporation
issued,  outstanding  and entitled to vote shall be required to amend or repeal,
or to adopt any provision  inconsistent  with,  Subsections  3.5, 3.13, 3.14 and
3.16, Article 4 or Article 9 of these by-laws.