Exhibit 3.3


                           AMENDED AND RESTATED BYLAWS

                                       OF

                             INFOSEARCH MEDIA, INC.

             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                   ARTICLE I
                               OFFICES AND RECORDS

      Section 1.1 DELAWARE OFFICE.  The registered  office of the Corporation in
the State of Delaware shall be located in the City of Dover, County of Kent, and
the  name and  address  of its  registered  agent in the  State of  Delaware  is
National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware.

      Section 1.2 OTHER OFFICES.  The  Corporation  may have such other offices,
either  within or without the State of Delaware,  as the Board of Directors  may
designate or as the business of the Corporation may from time to time require.

      Section 1.3 BOOKS AND  RECORDS.  The books and records of the  Corporation
may be kept at the Corporation's headquarters or at such other locations outside
the State of  Delaware  as may from time to time be  designated  by the Board of
Directors.

                                   ARTICLE II
                                  STOCKHOLDERS

      Section 2.1 ANNUAL  MEETINGS.  An annual meeting of stockholders  shall be
held for the election of directors at such date,  time and place,  either within
or without the State of Delaware,  as may be  designated  by  resolution  of the
Board  of  Directors  from  time to  time.  Any  other  proper  business  may be
transacted at the annual meeting.

      Section 2.2 SPECIAL  MEETINGS.  Special  meetings of stockholders  for any
purpose or purposes  may be called at any time by the Chairman of the Board or a
majority of the members of the Board of Directors. Such special meetings may not
be called by any other person or persons or in any other manner.

      Section 2.3 NOTICE OF  MEETINGS.  Whenever  stockholders  are  required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place,  date and hour of the  meeting  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law, the Certificate of Incorporation or
these Bylaws, the written notice of any meeting shall be given not less than ten
or more than sixty  days  before  the date of the  meeting  to each  stockholder
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder  at  his  or  her  address  as it  appears  on  the  records  of the
Corporation.


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      Section 2.4 ADJOURNMENTS. Any meeting of stockholders,  annual or special,
may adjourn from time to time to reconvene at the same or some other place,  and
notice  need not be given of any such  adjourned  meeting  if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting the  Corporation  may transact any business  which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  notice  of the  adjourned  meeting  shall  be given to each
stockholder of record entitled to vote at the meeting.

      Section 2.5 QUORUM.  Except as otherwise  provided by law, the Certificate
of Incorporation  or these Bylaws,  at each meeting of stockholders the presence
in person or by proxy of the holders of shares of stock having a majority of the
votes  which  could be cast by the  holders of all  outstanding  shares of stock
entitled to vote at the meeting shall be necessary and  sufficient to constitute
a quorum.  In the  absence of a quorum,  the  stockholders  so present  may,  by
majority vote,  adjourn the meeting from time to time in the manner  provided in
Section 2.4 of these Bylaws until a quorum shall attend. Shares of its own stock
belonging to the  Corporation  or to another  corporation,  if a majority of the
shares  entitled to vote in the election of directors of such other  corporation
is held, directly or indirectly,  by the Corporation,  shall neither be entitled
to vote  nor be  counted  for  quorum  purposes;  provided,  however,  that  the
foregoing shall not limit the right of the Corporation to vote stock,  including
but not limited to its own stock, held by it in a fiduciary capacity.

      Section 2.6 ORGANIZATION.  Meetings of stockholders shall be presided over
by the Chairman of the Board,  or in his or her absence by the President,  or in
his or her  absence by a Vice  President,  or in the  absence  of the  foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting,  but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

      Section  2.7  VOTING;   PROXIES.  Except  as  otherwise  provided  by  the
Certificate of Incorporation,  each stockholder  entitled to vote at any meeting
of  stockholders  shall be  entitled to one vote for each share of stock held by
him or her which has voting power upon the matter in question.  Each stockholder
entitled to vote at a meeting of  stockholders  may authorize  another person or
persons  to act for him or her by  proxy,  but no such  proxy  shall be voted or
acted upon after  three  years from its date,  unless the proxy  provides  for a
longer period.  A 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 stockholder  may revoke any proxy which is not
irrevocable  by  attending  the  meeting  and  voting  in person or by filing an
instrument in writing  revoking the proxy or by delivering a proxy in accordance
with  applicable  law bearing a later date to the Secretary of the  Corporation.
Voting at  meetings of  stockholders  need not be by written  ballot;  provided,
however,  that any election for  directors  must be by ballot if demanded by any
stockholder  at the meeting  before the election  has begun.  At all meetings of
stockholders  for the  election of directors a plurality of the votes cast shall
be  sufficient to elect  directors.  All other  elections  and questions  shall,
unless  otherwise  provided by law, the  Certificate of  Incorporation  or these
Bylaws,  be  decided  by the vote of the  holders  of shares  of stock  having a
majority  of the votes which could be cast by the holders of all shares of stock
outstanding and entitled to vote thereon.


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<PAGE>

      Section 2.8 FIXING DATE FOR  DETERMINATION  OF STOCKHOLDERS OF RECORD.  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 of  Directors  may fix a record  date,  which  record  date  shall not
precede the date upon which the resolution  fixing the record date is adopted by
the Board of Directors and which record date:  (i) in the case of  determination
of  stockholders  entitled to vote at any meeting of stockholders or adjournment
thereof,  shall,  unless  otherwise  required by law, not be more than sixty nor
less than ten days  before the date of such  meeting and (ii) in the case of any
other action,  shall not be more than sixty days prior to such other action.  If
no record  date is  fixed:  (i) 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 and (ii)  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  thereto.  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.

      Section 2.9 LIST OF  STOCKHOLDERS  ENTITLED TO VOTE.  The Secretary  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. Upon the willful
neglect or refusal of the  directors  to produce  such a list at any meeting for
the election of directors,  they shall be ineligible  for election to any office
at such  meeting.  The  stock  ledger  shall  be the only  evidence  as to which
stockholders are entitled to examine the stock ledger,  the list of stockholders
or the books of the Corporation, or to vote in person or by proxy at any meeting
of stockholders.

      Section  2.10  CONDUCT  OF  MEETINGS.   The  Board  of  Directors  of  the
Corporation  may adopt by resolution  such rules and regulations for the conduct
of the  meeting  of  stockholders  as it shall deem  appropriate.  Except to the
extent  inconsistent  with such rules and regulations as adopted by the Board of
Directors,  the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the  judgment  of such  chairman,  are  appropriate  for the  proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board of Directors  or  prescribed  by the  chairman of the meeting,  may
include,  without limitation,  the following: (i) the establishment of an agenda
or order of business for the meeting;  (ii) rules and procedures for maintaining
order at the  meeting  and the safety of those  present;  (iii)  limitations  on
attendance at or  participation  in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall  determine;  (iv)  restrictions on entry to
the  meeting  after  the  time  fixed  for  the  commencement  thereof;  and (v)
limitations  on the time  allotted to  questions  or  comments by  participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the  meeting,  meetings  of  stockholders  shall not be  required  to be held in
accordance with the rules of parliamentary procedure.



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      Section 2.11 INSPECTORS OF ELECTIONS;  OPENING AND CLOSING THE POLLS.  The
Board of  Directors  by  resolution  may appoint one or more  inspectors,  which
inspector or inspectors  may include  individuals  who serve the  Corporation in
other capacities,  including, without limitation, as officers, employees, agents
or representatives of the Corporation,  to act at the meeting and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any  inspector  who fails to act. If no inspector or alternate  has been
appointed to act, or if all inspectors or alternates who have been appointed are
unable 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
discharging his or her duties, shall take and sign an oath faithfully to execute
the duties of inspector  with strict  impartiality  and according to the best of
his or her  ability.  The  inspectors  shall have the duties  prescribed  by the
General  Corporation  Law of the State of Delaware.  The chairman of the meeting
shall fix and  announce  at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the stockholders  will vote at a
meeting.

                                  ARTICLE III
                               BOARD OF DIRECTORS

      Section 3.1 GENERAL  POWERS.  The business and affairs of the  Corporation
shall be  managed  by or under  the  direction  of its  Board of  Directors.  In
addition to the powers and authorities by these Bylaws expressly  conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such  lawful  acts and things as are not by law,  by the  Certificate  of
Incorporation  or by  these  Bylaws  required  to be  exercised  or  done by the
stockholders.

      Section 3.2 NUMBER;  QUALIFICATIONS.  The Board of Directors shall consist
of not less  than  three or more  than  ten  members,  the  exact  number  to be
determined  from time to time by resolution of the Board of Directors  provided,
however, that as long as there is one stockholder, there may be one director and
as long as there are two  stockholders,  there may be two  directors.  Directors
need not be stockholders or residents of the State of Delaware.

      Section  3.3  ELECTION;  RESIGNATION;  REMOVAL.  Subject  to the rights of
holders of any series of Preferred Stock outstanding,  at each annual meeting of
stockholders  beginning  with the first  annual  meeting  of  stockholders,  the
successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
to be held in the third year  following  the year of their  election,  with each
director in each such class to hold office  until his or her  successor  is duly
elected and qualified or until his or her earlier death, resignation or removal.
Any  director,  or the entire  Board of  Directors,  may be removed only (i) for
cause and (ii) by the  affirmative  vote of the  holders of a majority of shares
then entitled to vote at the election of  directors.  Any director may resign at
any time upon written  notice to the Board of  Directors,  the  President or the
Secretary of the Corporation.  Such resignation  shall be effective upon receipt
unless  the  notice  specifies  a later  time for  that  resignation  to  become
effective.



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<PAGE>

      Section 3.4 VACANCIES.  Any newly created  directorship  resulting from an
increase in the authorized  number of directors or any vacancy  occurring in the
Board   of   Directors   by   reason   of   death,   resignation,    retirement,
disqualification,  removal  from  office or any other cause may be filled by the
affirmative vote of the remaining members of the Board of Directors, though less
than a quorum of the Board of Directors, and each director so elected shall hold
office until the expiration of the term of office of the director whom he or she
has replaced or until his or her  successor is elected and  qualified.  If there
are no  directors in office,  then an election of  directors  may be held in the
manner provided by statute. No decrease in the number of directors  constituting
the whole Board shall shorten the term of any incumbent director.

      Section 3.5 REGULAR  MEETINGS.  Regular meetings of the Board of Directors
may be held at such places  within or without the State of Delaware  and at such
times as the  Board of  Directors  may from  time to time  determine,  and if so
determined notices thereof need not be given.

      Section 3.6 SPECIAL  MEETINGS.  Special meetings of the Board of Directors
may be held at any  time or place  within  or  without  the  State  of  Delaware
whenever called by the Chairman of the Board, the President,  the Secretary,  or
by any two members of the Board of Directors. Notice of the date, time and place
of a special  meeting of the Board of Directors shall be delivered by the person
or persons calling the meeting personally,  by facsimile or by telephone to each
director or sent by first-class mail or telegram,  charges prepaid, addressed to
each  director at that  directors'  address as it is shown on the records of the
Corporation. If the notice is mailed, it shall be deposited in the United States
mail at least four days  before the time of the holding of the  meeting.  If the
notice  is  delivered  personally  or by  telephone  or  telegraph,  it shall be
delivered  at least  forty-eight  hours  before  the time of the  holding of the
special meeting. If by facsimile transmission,  such notice shall be transmitted
at least  twenty-four  hours before the time of holding of the special  meeting.
Any oral notice given  personally or by telephone may be communicated  either to
the director or to a person at the office of the director who the person  giving
the notice has reason to believe will promptly  communicate  it to the director.
The notice need not  specify  the purpose or purposes of the special  meeting or
the place of the special meeting,  if the meeting is to be held at the principal
office of the Corporation.

      Section  3.7  TELEPHONIC  MEETINGS  PERMITTED.  Members  of the  Board  of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate  in a meeting  thereof by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Bylaw shall constitute presence in person at such meeting.

      Section 3.8 QUORUM; VOTE REQUIRED FOR ACTION; ADJOURNMENT. At all meetings
of the Board of  Directors  a majority  of the whole  Board of  Directors  shall
constitute a quorum for the  transaction  of business.  Except in cases in which
the Certificate of Incorporation or these Bylaws otherwise provide,  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 of Directors. A majority of the directors present,
whether or not a quorum,  may  adjourn  any  meeting to another  time and place.
Notice of the time and place of holding an  adjourned  meeting need not be given
unless the meeting is adjourned for more than twenty-four  hours. If the meeting
is adjourned for more than twenty-four  hours, then notice of the time and place
of the adjourned meeting shall be given to the directors who were not present at
the time of the adjournment in the manner specified in Section 3.6.



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      Section  3.9  ORGANIZATION.  Meetings of the Board of  Directors  shall be
presided  over by the  Chairman  of the Board,  or in his or her  absence by the
President,  or in  their  absence  by a  chairman  chosen  at the  meeting.  The
Secretary  shall act as secretary of the meeting,  but in his or her absence the
chairman  of the  meeting  may  appoint  any person to act as  secretary  of the
meeting.

      Section 3.10 INFORMAL ACTION BY DIRECTORS.  Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  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 members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of  proceedings  of the Board
of Directors or such committee.

      Section 3.11 FEES AND COMPENSATION OF DIRECTORS.  Directors and members of
committees  may receive such  compensation,  if any, for their services and such
reimbursement  of expenses as may be fixed or  determined  by  resolution of the
Board of  Directors.  This  Section  3.11 shall not be construed to preclude any
director  from  serving  the  Corporation  in any other  capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

                                   ARTICLE IV
                                   COMMITTEES

      Section 4.1  COMMITTEES.  The Board of Directors may designate  from among
its members an  Executive  Committee  and one or more other  standing or special
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The Board of  Directors  may  designate  one or more  directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of a
member of the committee,  the member or members  thereof  present at any meeting
and not disqualified from voting,  whether or not he or she or they constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the  meeting in place of any such  absent or  disqualified  member.  Any such
committee,  to the extent  permitted  by law and to the extent  provided  in the
resolution of the Board of Directors, shall have and may exercise all the powers
and  authority of the Board of Directors in the  management  of the business and
affairs of the Corporation,  and may authorize the seal of the Corporation to be
affixed to all papers which may require it.

      Section  4.2  COMMITTEE  RULES.  Unless the Board of  Directors  otherwise
provides,  each committee  designated by the Board of Directors may make,  alter
and repeal rules for the conduct of its  business.  In the absence of such rules
each  committee  shall  conduct its  business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these Bylaws.



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      Section 4.3 MINUTES OF MEETINGS.  All  committees  appointed in accordance
with  Section 4.1 shall keep regular  minutes of their  meetings and shall cause
them to be  recorded  in books  kept  for  that  purpose  in the  office  of the
Corporation.

                                   ARTICLE V
                                    OFFICERS

      Section  5.1  DESIGNATIONS.  The  officers of the  Corporation  shall be a
President, a Secretary and, at the discretion of the Board of Directors,  one or
more Vice-Presidents (one or more of whom may be Executive  Vice-Presidents),  a
Treasurer,   Assistant  Secretaries  and  Assistant  Treasurers.  The  Board  of
Directors shall appoint all officers. Any two or more offices may be held by the
same individual.

      Section  5.2  APPOINTMENT  AND  TERM  OF  OFFICE.   The  officers  of  the
Corporation  shall be appointed  annually by the Board of Directors at the first
meeting  of the  Board of  Directors  held  after  each  annual  meeting  of the
shareholders.  Each officer shall hold office until a successor  shall have been
appointed and qualified,  or until such officer's earlier death,  resignation or
removal.

      Section 5.3 POWERS AND DUTIES.  If the Board appoints  persons to fill the
following  positions,  such  officers  shall have the power and duties set forth
below:

            (a) THE  CHAIRMAN:  The  Chairman  shall have  general  control  and
management of the Board of Directors and may also be the chief executive officer
of the  Corporation.  Except  where by law the  signature  of the  President  is
required, the Chairman shall possess the same power as the President to sign all
certificates,  contracts and other  instruments of the  Corporation.  During the
absence or  disability of the  President,  the Chairman  shall  exercise all the
powers and discharge all of the duties of the President. He or she shall preside
at all  meetings of the Board of Directors at which he or she is present and the
Executive  Chairman is not present;  and, in his or her absence,  the  President
shall  preside at such  meetings.  He or she shall  have such  other  powers and
perform  such other duties as from time to time may be conferred or imposed upon
him or her by the Board of Directors.

            (b) THE  EXECUTIVE  CHAIRMAN:  The  Executive  Chairman  shall  have
general  control  and  management  of the  Board of  Directors.  He or she shall
preside at all meetings of the Board of Directors at which he or she is present;
and, in his or her  absence,  the  President or Chairman  shall  preside at such
meetings.  He or she shall have such other  powers and perform such other duties
as from time to time may be conferred or imposed upon him or her by the Board of
Directors.

            (c) THE  PRESIDENT:  The President of the  Corporation  shall be the
chief executive officer of the Corporation,  unless such position is held by the
Chairman.  During the absence or  disability  of the  Chairman,  he or she shall
exercise all of the powers and discharge  all of the duties of the Chairman.  He
or she shall be generally  responsible for the proper conduct of the business of
the Corporation. He shall possess power to sign all certificates,  contracts and
other instruments of the Corporation. He or she shall preside at all meetings of
the shareholders and, in the absence of the Chairman, of the Board of Directors.
He or she shall  perform  all such other  duties as are  incident  to his or her
office or are properly required of him or her by the Board of Directors.



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            (d)  VICE  PRESIDENT:  During  the  absence  or  disability  of  the
President, the Executive Vice-Presidents, if any, and the Vice-Presidents in the
order designated by the Board of Directors,  shall exercise all the functions of
the  President.  Each  Vice-President  shall have such powers and discharge such
duties  as may be  assigned  to him or her  from  time to time by the  Board  of
Directors.

            (e) SECRETARY AND ASSISTANT  SECRETARIES:  The secretary shall issue
notices for all meetings,  shall keep minutes of all meetings, shall have charge
of the seal and the  corporate  books,  and shall make such  reports and perform
such other duties as are incident to his or her office, or are properly required
of him or her by the Board of Directors.  The Assistant Secretary,  or Assistant
Secretaries in order designated by the Board of Directors,  shall perform all of
the duties of the Secretary  during the absence or disability of the  Secretary,
and at other times may perform such duties as are  directed by the  President or
the Board of Directors.

            (f) THE  TREASURER:  The  Treasurer  shall  have the  custody of all
moneys  and  securities  of the  Corporation  and shall  keep  regular  books of
account. He or she shall disburse the funds of the Corporation in payment of the
just  demands  against  the  Corporation  or as may be  ordered  by the Board of
Directors,  taking proper vouchers for such  disbursements,  and shall render to
the Board of  Directors  from time to time as may be  required  of him or her an
account  of all  his or  her  transactions  as  Treasurer  and of the  financial
condition of the Corporation. He or she shall perform such other duties incident
to his or her  office  as are  properly  required  of him or her by the Board of
Directors.  The  Assistant  Treasurer,  or  Assistant  Treasurers  in the  order
designated  by the Board of  Directors,  shall  perform all of the duties of the
Treasurer in the absence or disability of the Treasurer,  and at other times may
perform  such other  duties as are  directed  by the  President  or the Board of
Directors.

      Section 5.4 DELEGATION.  In the case of the absence or inability to act of
any officer of the  Corporation  and of any person  herein  authorized to act in
such officer's  place, the Board of Directors may from time to time delegate the
powers or duties of such  officer to any other  officer or any director or other
person whom it may in its sole discretion select.

      Section 5.5 VACANCIES.  Vacancies in any office arising from any cause may
be filled by the Board of  Directors  at any  regular or special  meeting of the
Board.  The appointee  shall hold office for the unexpired term and until his or
her successor is duly elected and qualified.

      Section 5.6 OTHER  OFFICERS.  The Board of Directors,  or a duly appointed
officer to whom such  authority  has been  delegated  by Board  resolution,  may
appoint such other  officers and agents as it shall deem necessary or expedient,
who shall hold their  offices for such terms and shall  exercise such powers and
perform  such  duties as shall be  determined  from time to time by the Board of
Directors.



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<PAGE>

      Section 5.7  RESIGNATION.  An officer may resign at any time by delivering
notice to the Corporation.  Such notice shall be effective when delivered unless
the notice  specifies a later  effective  date. Any such  resignation  shall not
affect the Corporation's contract rights, if any, with the officer.

      Section 5.8  REMOVAL.  Any officer  elected or  appointed  by the Board of
Directors may be removed at any time,  with or without cause, by the affirmative
vote of a majority of the whole Board of  Directors,  but such removal  shall be
without prejudice to the contract rights, if any, of the person so removed.

      Section 5.9 BONDS. The Board of Directors may, by resolution,  require any
and all of the officers to give bonds to the Corporation, with sufficient surety
or sureties,  conditioned  for the faithful  performance  of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.

                                   ARTICLE VI
                                      STOCK

      Section 6.1  ISSUANCE  OF SHARES.  No shares of the  Corporation  shall be
issued  unless  authorized  by the  Board  of  Directors  or a duly  constituted
committee thereof.  Such authorization  shall include the number of shares to be
issued, the consideration to be received and a statement  regarding the adequacy
of the consideration.

      Section 6.2 CERTIFICATES.  Every holder of stock shall be entitled to have
a  certificate  signed by or in the name of the  Corporation  by the Chairman or
Vice  Chairman of the Board of  Directors,  if any, or the  President  or a Vice
President,  and by the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant Secretary, of the Corporation certifying the number of shares owned
by  him  or  her  in the  Corporation.  Any  of or  all  the  signatures  on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

      Section 6.3 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES;  ISSUANCE OF NEW
CERTIFICATES.  The Corporation may issue a new certificate of stock in the place
of any certificate  theretofore  issued by it, alleged to have been lost, stolen
or destroyed,  and the Corporation may require the owner of the lost,  stolen or
destroyed  certificate,  or  his  or  her  legal  representative,  to  give  the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate.

      Section 6.4 TRANSFERS OF STOCK.

            (a)  Transfers  of stock shall be made only upon the stock  transfer
records of the Corporation, which records shall be kept at the registered office
of the  Corporation or at its principal  place pf business,  or at the office of
its transfer agent or registrar. The Board of Directors may, by resolution, open
a share register in any state of the United  States,  and may employ an agent or
agents to keep such register and to record transfers of shares therein.



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            (b) Shares of certificated stock shall be transferred by delivery of
the certificates therefor, accompanied either by an assignment in writing on the
back of the certificates or an assignment separate from the certificate, or by a
written power of attorney to sell,  assign and transfer the same,  signed by the
holder of said certificate. No shares of certificated stock shall be transferred
on the records of the Corporation until the outstanding  certificates  therefore
have been surrendered to the Corporation or to its transfer agent or registrar.

      Section 6.5 SHARES OF ANOTHER CORPORATION. Shares owned by the Corporation
in another corporation, domestic or foreign, may be voted by such officer, agent
or proxy as the Board of  Directors  may  determine  or, in the  absence of such
determination, by the President of the Corporation.

                                  ARTICLE VII
                                 INDEMNIFICATION

      Section 7.1 RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists  or may  hereafter  be  amended,  any  person  who  was or is  made or is
threatened  to be made a party or is otherwise  involved in any action,  suit or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"proceeding")  by reason of the fact that he or she,  or a person for whom he or
she is the legal  representative,  is or was a  director,  officer,  employee or
agent of the  Corporation or is or was serving at the request of the Corporation
as a  director,  officer,  employee  or agent  of  another  corporation  or of a
partnership,  joint venture,  trust,  enterprise or nonprofit entity,  including
service with respect to employee  benefit plans,  against all liability and loss
suffered and expenses  (including  attorneys' fees) reasonably  incurred by such
person.  Notwithstanding  the  preceding  sentence,  the  Corporation  shall  be
required to indemnify a person in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.

      Section 7.2 PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including  attorneys'  fees) incurred in defending any proceeding in advance of
its final disposition;  provided, however, that the payment of expenses incurred
by a director or officer in advance of the final  disposition  of the proceeding
shall be made only upon receipt of an  undertaking by the director or officer to
repay  all  amounts  advanced  if it should be  ultimately  determined  that the
director or officer is not entitled to be indemnified  under this Article VII or
otherwise.

      Section 7.3 CLAIMS. If a claim for  indemnification or payment of expenses
under this  Article  VII is not paid in full  within  sixty days after a written
claim therefor has been received by the Corporation,  the claimant may file suit
to recover  the unpaid  amount of such claim and, if  successful  in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the  Corporation  shall have the burden of proving that the claimant
was not entitled to the requested  indemnification  or payment of expenses under
applicable law.

      Section 7.4  NONEXCLUSIVITY OF RIGHTS.  The rights conferred on any person
by this Article VII shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation,  these Bylaws,  agreement,  vote of stockholders or disinterested
directors or otherwise.



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<PAGE>

      Section 7.5 OTHER INDEMNIFICATION.  The Corporation's  obligation, if any,
to  indemnify  any person who was or is  serving at its  request as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation,  partnership,  joint
venture, trust, enterprise or nonprofit enterprise.

      Section  7.6  AMENDMENT  OR  REPEAL.  Any  repeal or  modification  of the
foregoing provisions of this Article VII shall not adversely affect any right or
protection  hereunder of any person in respect of any act or omission  occurring
prior to the time of such repeal or modification.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      Section  8.1 FISCAL  YEAR.  The fiscal  year of the  Corporation  shall be
determined by resolution of the Board of Directors.

      Section  8.2  SEAL.  The  corporate  seal  shall  have  the  name  of  the
Corporation  inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

      Section 8.3 WAIVER OF NOTICE OF MEETINGS OF  STOCKHOLDERS,  DIRECTORS  AND
COMMITTEES.  Any  written  waiver of notice,  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  was not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at nor the  purpose of any
regular  or  special  meeting  of the  stockholders,  directors  or members of a
committee of directors need be specified in any written waiver of notice.

      Section 8.4  INTERESTED  DIRECTORS;  QUORUM.  No  contract or  transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation  and any other  corporation,  partnership,  association or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes  the contract or  transaction,  or solely because his or her or their
votes are counted for such purpose,  if: (i) the material facts as to his or her
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum; or (ii) the material facts as to
his or her  relationship  or interest and as to the contract or transaction  are
disclosed or are known to the  stockholders  entitled to vote  thereon,  and the
contract or  transaction is  specifically  approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof, or the stockholders.  Common or interested directors may be
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.



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<PAGE>

      Section 8.5 BOOKS AND RECORDS.  The Corporation shall maintain appropriate
accounting  records and shall keep as permanent  records minutes of all meetings
of its stockholders and Board of Directors, a record of all actions taken by the
Board of  Directors  without a meeting  and a record of all  actions  taken by a
committee of the Board of Directors.  In addition, the Corporation shall keep at
its registered  office or principal  place of business,  or at the office of its
transfer agent or registrar, a record of its stockholders,  giving the names and
addresses of all  stockholders in alphabetical  order by class of shares showing
the number and class of the shares held by each. Any books,  records and minutes
may be in written form or any other form capable of being converted into written
form within a reasonable time.

      Section 8.6 AMENDMENT OF BYLAWS.  In furtherance  and not in limitation of
the  powers  conferred  upon it by law,  the  Board of  Directors  is  expressly
authorized to adopt,  repeal or amend the Bylaws of the  Corporation by the vote
of a majority of the entire Board of Directors.



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