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                                                                     EXHIBIT 3.3

                      THIRD AMENDED AND RESTATED BY-LAWS

                                      OF

                         CARIBINER INTERNATIONAL, INC.
                    (as amended through December 18, 1998)

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

                                   ARTICLE I

                                    Offices

                  The registered office of Caribiner International, 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 (the "Board") determines from
time to time or the business of the Corporation requires. Until such time as
the Board otherwise determines, the Corporation shall also have an office in
the City, County and State of New York.

                                  ARTICLE II

                           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 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.

                  Section 3. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, may be called by the Chairman of
the Board, and shall be called by the Chairman of the Board upon the written
request of not less than three directors. The request shall state the date,
time, place and purpose or purposes of the proposed meeting.

                  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 

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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 (10) nor more than sixty (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 thirty (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.

                  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. Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation, any corporate action to be
taken by a vote of the stockholders, other than the election of directors,
shall be authorized by not less than a majority of the votes cast at a meeting
by the stockholders present in person or by proxy and entitled to vote
thereon. Directors shall be elected as provided in Section 3 of Article III of
these By-Laws. Written ballots shall not be required for voting on any matter
unless ordered by the Secretary of the meeting.

                  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 "General
Corporation Law").

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                  Section 8. List of Stockholders. At least ten (10) 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. 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 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 9. 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.

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                                  ARTICLE III

                                     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 shall consist of six 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. 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 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 sixty (60) days nor more than ninety (90) days prior to the
meeting; provided, however, that in the event that less than seventy (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 (10th) 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"); and (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.
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 Exchange Act and 

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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 a plurality of the votes cast shall be
so elected. Subject to a director's earlier death, resignation or removal as
provided in Sections 4 and 5 of this Article III, 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 at any time, 
with or without 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, 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. Subject to
his or her earlier death, removal or resignation as provided in Sections 4 and
5 of this Article III, each director so elected shall hold office until his
successor shall have been duly elected and shall have qualified.

                  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 two
directors. The request shall state the date, time, place and purpose or
purposes of the proposed meeting.

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                  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 III) shall be given, not later than 24 hours
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 (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 72 hours 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. Conduct of Meetings. At each meeting of the
Board, the secretary of the Board or, in his or her absence, a director chosen
by a majority of the directors present shall act as secretary 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 secretary of the meeting.

                  Section 14. 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 (1) 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.

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                  Section 15. 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 16. 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 17. 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 IV

                                   Officers

                  Section 1. Executive Officers, Etc. The executive officers
of the Corporation shall be a President, a Secretary and a Treasurer. The Board
also may elect or appoint a Chairman of the Board, one or more Vice Presidents
(any of whom may be designated as Executive Vice Presidents, Senior Vice
Presidents or otherwise), and any other officers (including one or more
Assistant Treasurers and one or more Assistant Secretaries) 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. Any two or more
offices may be held by the same person, and no officer except the Chairman of
the Board need be a director. Any officer may devote less than one hundred
percent (100%) of his working time to his activities as such if the Board so
approves.

                  Section 2.        Duties.

                           (a)      The Chairman of the Board.  The Chairman of 
the Board shall be a member of the Board, an  officer of the Corporation and,
if present, shall preside at all meetings of the stockholders and the Board. The
Chairman of the Board shall advise and counsel the President, and in his or her
absence, other executives of the Corporation, and shall perform such other
duties as may from time to time be assigned to him or her by the Board.

                           (b)      The President. The President shall be the
chief executive officer of the Corporation. The President shall, in the absence
of the Chairman of the Board, preside at all meetings of the stockholders and
the Board. The President shall have general management of the business and
affairs of the Corporation, subject to the control of the Board, and shall have
such other powers and duties as the Board assigns to him or her.

                           (c)      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 the Board
or the President assigns to him or to her or to them.

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                           (d)      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 the Board or the President assigns to him or 
her.

                           (e)      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 the
Board or the President assigns to him or her.

                  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.

                  Section 5. Vacancies. If an office becomes vacant for any
reason, the Board or the stockholders 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 V

          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
Secretary, or the Chairman of the Board 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. If any
certificate is countersigned by a transfer agent or registered by a registrar,
other than the Corporation or its employees, the signature of any officer of
the Corporation may be a facsimile signature. 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.

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                  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.

                 Section 4. Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or for the purpose of determining stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or for the purpose of any other action, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record
date shall not be more than 60 nor less than 10 days before the date of any
such meeting and shall not be more than 60 days prior to any other action.

                                  ARTICLE VI

                                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, officers, employees and agents, 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.

                  Section 2. Statutory Indemnification. Without limiting the
generality of Section 1 of this Article VI, 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 of
Directors:

                           (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 

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than an action by or in the right of the Corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against reasonable expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
such person acted in good faith and in a manner he 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, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against reasonable expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except as otherwise provided by law.

                  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
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 VI 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 VI 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 

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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 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 VII

                              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. Seal.  The Corporation's seal shall be in such form
as is required by law and as shall be approved by the Board.

                  Section 3. Fiscal Year.  The fiscal year of the Corporation 
shall be determined by the Board.

                  Section 4. 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 Chairman of the
Board or by a proxy or proxies appointed by him or her.

                                 ARTICLE VIII

                                   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.