EXHIBIT 3.2


                                     BYLAWS
                                       OF
                          TNX TELEVISION HOLDINGS, INC.

                                    ARTICLE I

                                     OFFICES

1.01 Registered Office. The initial registered office of TNX Television
Holdings, Inc. (the "Corporation") shall be located in the State of Delaware at
2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New
Castle. The location of the registered office of the Corporation may be changed
from time to time to such other city and county within the State of Delaware as
the Board of Directors may authorize.

1.02 Other Offices. The Corporation may also have offices at such other places,
both within and without the State of Delaware, as the Board of Directors may
from time to time determine or as the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.01 Time and Place of Meetings. All meetings of the stockholders for the
election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

2.02 Annual Meeting. An annual meeting of stockholders shall be held at 10:00
a.m. on such date each year as is determined by the Board of Directors, as
stated in the notice of meeting, at which meeting the stockholders shall elect
by a plurality vote the number of directors as provided for herein and shall
transact such other business as may properly be brought before the meeting.

2.03 Special Meetings. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time exclusively by the order of the Board
of Directors or by the Chairman of the Board pursuant to a resolution adopted by
a majority of the members of the Board of Directors or written notice by the
Chairman of the Board. Such written resolution or written notice shall state the
purpose or purposes for which such meeting shall be called. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

2.04 Notice of Annual or of Special Meeting; Adjournment. Written or printed
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each stockholder not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, by or at the
direction of the Chairman of the Board, the President or the Secretary to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. When a meeting is
adjourned to another time or place, it shall not be necessary to give any notice
of the adjourned meeting if the time and the place to which the meeting is
adjourned is announced at the meeting at which the adjournment is taken. At the
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) 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 on the new record
date entitled to notice under this Section 2.04. Attendance by a stockholder
without objection to the notice, whether in person or by proxy, at a
stockholders' meeting shall constitute a waiver of notice of the meeting.

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2.05 Business at Special Meeting. The business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice thereof.

2.06 Meetings by Means of Communications Equipment. Subject to the provisions
requiring or permitting notice of meeting, unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, stockholders may participate in
and hold any meeting of stockholders by means of telephone, video, electronic or
Internet conference, or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such meeting shall constitute presence in person at such meeting; provided,
however, that participation by any person for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened shall not constitute presence in person.

2.07 Quorum of Stockholders. Except as otherwise provided by statute or the
Certificate of Incorporation or these Bylaws, the holders of a majority of the
shares entitled to vote represented (i) in person, (ii) by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact, or (iii)
if authorized by the Board of Directors, by telephonic, video, electronic,
Internet, or similar voting methods, shall constitute a quorum for the
transaction of business at a meeting of stockholders. If, however, a quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders so present or represented shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) 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 on the new record
date entitled to notice under Section 2.04.

2.08 Voting; Proxies. Except as otherwise provided in the Certificate of
Incorporation, each stockholder entitled to vote at any meeting of the
stockholders shall be entitled to one (1) vote for each share of stock which has
the voting power in question held by him and registered in his name on the books
of the Corporation on a date fixed pursuant to the provisions of Section 8.05 of
these Bylaws as the record date for the determination of stockholders who shall
be entitled to notice of and to vote at such meeting. Each stockholder having
the right to vote shall be entitled to vote (i) in person, (ii) by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact, or (iii) if authorized by the Board of Directors, by
telephonic, video, electronic, Internet, or similar voting methods. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission, telefacsimile or
otherwise). No proxy shall be voted or acted upon after three (3) years from its
date, unless said proxy shall provide for a longer period. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and unless
otherwise made irrevocable by law. At all meetings of the stockholders at which
a quorum is present, all matters, except where other provision is made by law,
the Certificate of Incorporation or these Bylaws, shall be decided by the vote
of a majority of the votes cast by the stockholders present in person or by
proxy and entitled to vote thereat, a quorum being present. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat, or so directed by the chairman of
the meeting, the vote thereat need not be by written ballot. Upon a demand of
any such stockholder for a vote by written ballot on any question or at the
direction of such chairman that a vote by written ballot be taken on any
question, such vote shall be taken by written ballot. On a vote by written
ballot, each ballot shall be signed by the stockholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.

2.09 Voting List. It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger, either directly or
through another officer of the Corporation designated by him or through a
transfer agent appointed by the Board of Directors, to prepare and make, not
less than ten (10) days nor more than sixty (60) days before each annual or
special meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and number of shares held by each stockholder, which list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be subject to inspection by
any stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to inspection of any stockholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to the
stockholders entitled to examine such list or transfer books or to vote at any
such meeting of stockholders.

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2.10 Inspectors of Votes. At each meeting of the stockholders, the chairman of
such meeting may appoint two (2) Inspectors of Votes to act thereat, unless the
Board of Directors shall have theretofore made such appointments. Each Inspector
of Votes so appointed shall first subscribe an oath or affirmation faithfully to
execute the duties of an Inspector of Votes at such meeting with strict
impartiality and according to the best of his ability. Such Inspectors of Votes,
if any, shall take charge of the ballots, if any, at such meeting and, after the
balloting thereat on any question, shall count the ballots cast thereon and
shall make a report in writing to the secretary of such meeting of the results
thereof. An Inspector of Votes need not be a stockholder of the Corporation, and
any officer of the Corporation may be an Inspector of Votes on any question
other than a vote for or against his election to any position with the
Corporation or on any other question in which he may be directly interested.

2.11 Action by Written Consent Without a Meeting. Any action to be taken at a
meeting of the stockholders required or permitted by law, the Certificate of
Incorporation or these Bylaws may be taken without a meeting and without notice
if a consent in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Such consent shall
have the same force and effect as if the votes had been cast at a duly noticed,
called and convened annual or special meeting of such stockholders. Prompt
notice of the taking of any corporate action without a meeting by less than
unanimous consent shall be given to all stockholders who have not consented in
writing and who, if the action had been taken at a meeting, would have been
entitled to notice.

                                   ARTICLE III

                               BOARD OF DIRECTORS

3.01 Powers. The business and affairs of the Corporation shall be managed by its
Board of Directors, which shall have and may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation, or these Bylaws directed or required to be
exercised or done by the stockholders.

3.02 Number of Directors. The number of directors which shall constitute the
whole Board of Directors shall not be less than one (1) or more than twelve
(12). Within the limits above specified, the number of directors which shall
constitute the whole Board of Directors shall be determined from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by at
least a majority of the directors. Unless otherwise fixed by resolution of the
Board of Directors, the number of directors shall be the number stated in the
Certificate of Incorporation.

3.03 Election and Term. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy and entitled to vote on
the election of directors at any annual or special meeting of stockholders and
each director elected shall hold office until the next succeeding annual meeting
and until his successor is duly elected and qualified or until his earlier
death, resignation or removal.

3.04 Vacancies. Subject to (i) the rights, if any, of the holders of any
preferred stock series designated in accordance with the Certificate of
Incorporation and the terms of any Certificate of Designation with respect to
the election of additional directors and (ii) the minimum and maximum number of
authorized directors, pursuant to the Certificate of Incorporation and these
Bylaws, a vacancy occurring in the Board of Directors may be filled by plurality
vote in an election at an annual or special meeting of the stockholders called
for such purpose, or by the affirmative vote of a majority of the remaining
directors, even though less than a quorum of the Board of Directors remains. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. No decrease in the number of authorized directors
constituting the entire Board of Directors shall shorten the term of any
incumbent director.

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3.05 Resignation and Removal. Any director may resign at any time upon giving
written notice to the Corporation. Subject to (i) the rights, if any, of the
holders of any preferred stock series designated in accordance with the
Certificate of Incorporation and the terms of any Certificate of Designation
with respect to the election of additional directors and (ii) the minimum and
maximum number of authorized directors, at any meeting of stockholders called
expressly for the purpose of removing a director or directors, any director or
the entire Board of Directors may be removed, with or without cause, by the
affirmative vote of the holders of at least a majority of the shares then
entitled to vote at an election of directors. If the entire Board is removed,
then the stockholders shall elect at least one (1) director pursuant to the
Certificate of Incorporation and these Bylaws.

3.06 Compensation of Directors. As specifically prescribed from time to time by
resolution of the Board of Directors, the directors of the Corporation may be
paid their expenses of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board or a stated
salary in their capacity as directors. This provision shall not preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefore. Members of special or standing committees may also be
paid their expenses of attendance and fixed compensation for attending committee
meetings.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

4.01 First Meeting. The first meeting of each newly elected Board of Directors
shall be held at such time and place either within or without the State of
Delaware on the day of the annual meeting of stockholders after the adjournment
thereof, and no notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute a meeting, provided a quorum shall be
present, or the meeting may be convened at such place and time as shall be fixed
by the consent in writing of all the directors. In the event such meeting is not
held immediately following the annual meeting of stockholders, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the directors.

4.02 Regular Meetings. Regular meetings of the Board of Directors may be held
with or without notice at such time and at such place either within or without
the State of Delaware as from time to time shall be prescribed by the consent in
writing of all the Board of Directors.

4.03 Special Meetings. Special meetings of the Board of Directors may be called
by the Chairman of the Board of Directors, by providing notice to each director,
either personally or by telephone or by mail, telegraph, telex, cable, wireless,
electronic mail or other form of recorded communication, not less than
twenty-four (24) hours nor more than thirty (30) days before the date of the
meeting. Special meetings shall be called by the Chairman of the Board in like
manner and on like notice on the written request of at least two (2) directors.
Notice of any such meeting need not be given to any director, however, if waived
by him in writing or by telegraph, telex, cable, wireless, electronic mail or
other form of recorded communication, or if he shall be present at such meeting.

4.04 Business at Regular or Special Meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

4.05 Meetings by Means of Communications Equipment. Subject to the provisions
requiring or permitting notice of a meeting, unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors
or members of any committee designated by such Board of Directors may
participate in and hold a meeting of such directors by means of telephone,
video, electronic or Internet conference, or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in such meeting shall constitute presence in person at such
meeting; provided, however, that participation by any person for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened shall not constitute presence in
person.

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4.06 Quorum of Directors; Act of Directors. At all meetings of the Board of
Directors, a majority of the Board of Directors at the time in office shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, unless a greater number is required by law or
the Certificate of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

4.07 Interested Directors and Officers.

A. No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest
shall be void or voidable solely for such 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 any such director's or officer's votes are counted for such
purpose, if:

(1) the material facts as to the director's or officer's 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 vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or

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

(3) the contract or transaction is fair as to the Corporation as of the time it
is authorized, approved, or ratified by the Board of Directors, a committee
thereof, or the stockholders.

B. 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.

4.08 Action by Written Consent Without a Meeting. Any action required or
permitted by law, the Certificate of Incorporation or these Bylaws to be taken
at a meeting of the Board of Directors or any committee thereof may be taken
without a meeting and without notice if (i) all members of the Board of
Directors or the committee, as the case may be, consent thereto in writing,
setting forth the action so taken; (ii) such written consent is signed by all
members of the Board of Directors or committee, as the case may be; and (iii)
the consent is filed with the minutes of the Board of Directors or the
committee, as the case may be. Such consent shall have the same force and effect
as the unanimous vote of the directors at any such meeting, had one been held.

                                    ARTICLE V

                             COMMITTEES OF DIRECTORS

5.01 Executive Committee: How Constituted and Powers. The Board of Directors may
in its discretion, by resolution passed by a majority of the whole Board of
Directors, designate an Executive Committee consisting of one or more of the
directors of the Corporation. Subject to the provisions of Section 141 of the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation, or these Bylaws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or remove officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of capital stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

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5.02 Executive Committee: Organization. The Chairman of the Executive Committee,
to be selected by the Board of Directors, shall act as chairman at all meetings
of the Executive Committee and the Secretary shall act as secretary thereof. In
case of the absence from any meeting of the Executive Committee of the Chairman
of the Executive Committee or the Secretary, the Executive Committee may appoint
a chairman or secretary, as the case may be, of the meeting.

5.03 Executive Committee: Meetings. Regular meetings of the Executive Committee,
of which no notice shall be necessary, may be held on such days and at such
places, within or without the State of Delaware, as shall be fixed by resolution
adopted by a majority of the Executive Committee and communicated in writing to
all its members. Special meetings of the Executive Committee shall be held
whenever called by the Chairman of the Executive Committee or a majority of the
members of the Executive Committee then in office. Notice of each special
meeting of the Executive Committee shall be given by mail, telegraph, telex,
cable, wireless, electronic mail or other form of recorded communication or be
delivered personally or by telephone to each member of the Executive Committee
not less than twenty-four (24) hours nor more than thirty (30) days before the
day on which such meeting is to be held. Notice of any such meeting need not be
given to any member of the Executive Committee, however, if waived by him in
writing or by telegraph, telex, cable, wireless, electronic mail or other form
of recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article V, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

5.04 Executive Committee: Quorum and Manner of Acting. A majority of the
Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Executive Committee.

5.05 Other Committees. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board of Directors, designate one or more
other committees consisting of one or more directors of the Corporation, which,
to the extent provided in said resolution or resolutions, shall have and may
exercise, subject to the provisions of Section 141 of the General Corporation
Law of the State of Delaware, the Certificate of Incorporation, and these
Bylaws, the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation, and shall have the power to
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power to fill vacancies in the
Board of Directors, the Executive Committee, or any other committee or in their
respective membership, to elect or remove officers of the Corporation, or to
authorize the issuance of shares of the capital stock of the Corporation, except
that such a committee may, to the extent provided in said resolutions, grant and
authorize options and other rights with respect to the common stock of the
Corporation pursuant to and in accordance with any plan approved by the whole
Board of Directors. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the whole Board
of Directors. A majority of all the members of any such committee may determine
its action and fix the time and place of its meetings and specify what notice
thereof, if any, shall be given, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at any time, by resolution
passed by a majority of the whole Board of Directors, to change the membership
of any such committee, to fill vacancies in it, or to dissolve any such
committee, either with or without cause.

5.06 Alternate Members of Committees. The Board of Directors may designate one
or more directors as alternate members of the Executive Committee or any other
committee, who may replace any absent or disqualified member at any meeting of
the committee, or if none be so appointed, the member or members thereof present
at any meeting and not disqualified from voting, whether or not he or they
constitute 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.

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5.07 Minutes of Committees. Each committee shall keep regular minutes of its
meetings and proceedings and report the same to the Board of Directors at the
next meeting thereof.

                                   ARTICLE VI

                                    OFFICERS

Subject to certain limitations contained elsewhere in these Bylaws, the Board of
Directors of the Corporation shall have those powers enumerated below with
respect to the officers of the Corporation.

6.01 Officers. The officers of the Corporation shall consist of a President and
a Secretary, and may also include a Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, one or more Vice Presidents, a Treasurer, a
Controller, a Chairman of the Board and such other offices as may be necessary,
including assistant officers. Any Vice President of the Corporation may, by the
addition of a number or a word or words before or after the title "Vice
President," be designated "Senior Executive," "Executive," "Senior," "First,"
"Second," or "Assistant" Vice President, and may be designated with respect to
his function or position with the Corporation. Each officer of the Corporation
shall be elected by the Board of Directors as provided in Section 6.02 of these
Bylaws. Any two or more offices may be held by the same person. The executive
officers of the Corporation shall be the President, Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, one or more Vice Presidents
designated by the Board of Directors, and the Chairman of the Board.

6.02 Election. At its first meeting after each annual meeting of stockholders,
the Board of Directors shall elect a President and a Secretary, neither of whom
need be a member of the Board. The Board also may elect one of its members as
Chairman of the Board, and may elect such other officers as are provided in
Section 6.01. All officers shall hold their offices for such terms and shall
exercise such powers and perform such duties as are described in these Bylaws or
as shall be determined from time to time by the Board of Directors.

6.03 Salaries. The salaries of all officers of the Corporation shall be fixed by
resolution of the Board of Directors in accordance with these Bylaws.

6.04 Term, Removal and Vacancies. Each officer of the Corporation shall hold
office until such officer's successor is elected and qualified or until such
officer's earlier death, resignation or removal. Subject to any employment
agreement between any officer and the Corporation, any officer may resign at any
time upon giving notice to the Corporation, and the Board of Directors may, at
any time, remove any officer whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election as an officer
shall not of itself create any contract right in the person so elected. Any
vacancy occurring in any office of the Corporation as a result of such officer's
death, resignation, removal or otherwise shall be filled by the Board of
Directors.

6.05 The Chairman of the Board. The Chairman of the Board of Directors, if any,
shall preside at all meetings of stockholders, the Board of Directors and the
Executive Committee, and shall have such other authority and perform such other
duties as are prescribed by law, these Bylaws and the Board of Directors. The
Board of Directors may designate the Chairman of the Board as the Chief
Executive Officer of the Corporation, in which case he or she shall have such
authority and perform such duties as are prescribed by these Bylaws and the
Board of Directors for the office of Chief Executive Officer.

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6.06 The Vice-Chairman of the Board. The Vice-Chairman of the Board, if any,
shall have such authority and perform such other duties as are prescribed by
these Bylaws and by the Board of Directors. In the absence or inability of the
Chairman of the Board and of the President to act, the Vice-Chairman of the
Board shall preside at the meetings of the stockholders, the Board of Directors
and the Executive Committee, and shall have and exercise all of the powers and
duties of the Chairman of the Board. The Board of Directors may designate the
Vice-Chairman of the Board as Chief Executive Officer of the Corporation, in
which case he or she shall have such authority and perform such duties as are
prescribed by these Bylaws and the Board of Directors for the office of Chief
Executive Officer.

6.07 The President. The President of the Corporation shall have such authority
and perform such duties as are prescribed by law, these Bylaws, the Board of
Directors and the Chief Executive Officer (if the President is not the Chief
Executive Officer). If there is no Chairman of the Board, or in his absence or
inability to act as the Chairman of the Board, the President shall preside at
all meetings of stockholders, the Board of Directors and the Executive
Committee. Unless the Board of Directors designates the Chairman of the Board or
the Vice-Chairman of the Board as Chief Executive Officer, the President shall
be the Chief Executive Officer, in which case he or she shall have such
authority and perform such duties as are prescribed by these Bylaws and the
Board of Directors for the office of Chief Executive Officer.

6.08 The Chief Executive Officer. Unless the Board of Directors designates the
Chairman of the Board or the Vice-Chairman of the Board as Chief Executive
Officer, the President shall be the Chief Executive Officer of the Corporation.
Subject to the supervision and direction of the Board of Directors, the Chief
Executive Officer of the Corporation shall have general supervision of the
business, property and affairs of the Corporation, including the power to
appoint and discharge agents and employees, and all powers vested in him or her
by law, the Board of Directors, and these Bylaws, or which usually and
customarily attach or pertain to the office of President.

6.09 The Chief Operating Officer. The Chief Operating Officer of the
Corporation, if any, shall be responsible for all of the Corporation's
day-to-day administrative matters, and shall have all other powers vested in him
or her by the Board of Directors or the President and these Bylaws.

6.10 The Chief Financial Officer. The Chief Financial Officer of the Corporation
shall be responsible all of the Corporation's financial matters and internal and
external financial reporting. The Chief Financial Officer shall supervise the
Treasurer and Controller of the Corporation.

6.11 Vice Presidents. Unless otherwise determined by the Board of Directors, one
of the Vice Presidents shall, in the absence or inability of the President to
act, perform the duties and exercise the powers of the President. The respective
Vice Presidents shall perform such other duties and have such other powers as
the Board of Directors shall prescribe.

6.12 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of the stockholders, record all the proceedings of the meetings of
the Board of Directors and of the stockholders 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 as may be prescribed by the Board of
Directors or the President. 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, which shall be attested by his signature or, in
his absence or inability to act, by the signature of an Assistant Secretary, or
the Treasurer acting as Assistant Secretary.

6.13 Assistant Secretaries. Unless otherwise determined by the Board of
Directors, one or more Assistant Secretaries shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary.
The Assistant Secretaries shall perform such other duties and have such other
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe.

6.14 Treasurer. The Treasurer shall have the custody of the corporate funds and
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, and shall deposit all monies 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 the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings, or at such
other times as the Board of Directors so requires, an account of all his or her
transactions as Treasurer, and of the financial condition of the Corporation.
The Treasurer shall, in the absence or inability of the Secretary or any
Assistant Secretary to act, perform the duties and exercise the powers of an
Assistant Secretary. The Treasurer shall be under the supervision of the Chief
Financial Officer.

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6.15 Assistant Treasurers. Unless otherwise determined by the Board of
Directors, the Assistant Treasurer shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer. The
Assistant Treasurer shall perform such other duties and have such other powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe.

6.16 Controller. The Controller, if one is appointed, shall have supervision of
the accounting practices of the Corporation and shall prescribe the duties and
powers of any other accounting personnel of the Corporation. He shall cause to
be maintained an adequate system of financial control through a program of
budgets and interpretive reports. He shall initiate and enforce measures and
procedures whereby the business of the Corporation shall be conducted with the
maximum efficiency and economy. If required, he shall prepare a monthly report
covering the operating results of the Corporation. The Controller shall be under
the supervision of the Chief Financial Officer, if one is so designated, and he
shall perform such other duties as may be prescribed by the Board of Directors,
the President, or the Chief Financial Officer.

6.17 Assistant Controller. The Assistant Controller or Assistant Controllers
shall assist the Controller, and in the absence of the Controller or in the
event of his inability or refusal to act, the Assistant Controller (or, if there
shall be more than one, the Assistant Controllers, in the order designated by
the Board of Directors, or in the absence of any designation, then in the order
of their appointment) shall perform the duties and exercise the powers of the
Controller and perform such other duties and have such other powers as the Board
of Directors, the President, or the Controller may from time to time prescribe.

6.18 Officer's Bond. If required by the Board of Directors, any officer so
required shall give the Corporation a bond (which shall be renewed as the Board
of Directors may require) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of any and
all books, papers, vouchers, money and other property of whatever kind belonging
to the Corporation which is in his or her possession or control.

                                   ARTICLE VII

                                 INDEMNIFICATION

7.01 Indemnification of Directors and Officers. The Corporation shall indemnify,
to the fullest extent permitted by law and the Certificate of Incorporation, any
person who was or is a party or is threatened to be made a party to or is
involved in any manner (including as witness) in any threatened, pending or
completed action, suit or proceeding, whether civil or criminal, administrative
or investigative and whether formal or informal or external or internal to the
Corporation by reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of any other Corporation, partnership, joint venture, trust
or other enterprise, including service with respect to any employee benefit
plan, whether the basis of such proceeding is alleged action in an official
capacity as a director or officer or in any other capacity while holding the
office of director or officer against expenses (including attorneys' fees),
judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he 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.

7.02 Indemnification of Others. The Corporation may, by resolution adopted by
the Board of Directors, indemnify, to the fullest extent permitted by law and
the Certificate of Incorporation, any person who was or is a party or is
threatened to be made a party to or is involved in any manner (including as
witness) in any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative or investigative and whether formal or
informal or external or internal to the Corporation by reason of the fact that
he is or was an employee or agent of the Corporation, or is or was serving at
the request of the Corporation as an employee or agent of any other Corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to any employee benefit plan, against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he 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.

<PAGE>


7.03 Rights Not Exclusive; Survival of Rights. The indemnification and
advancement of expenses or provided by or granted pursuant to the Certificate of
Incorporation and this Article VII shall not be deemed exclusive of any other
rights to which any person seeking indemnification or advancement of expenses
may be entitled under any law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent of the
Corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person. Any repeal or modification of these bylaws or
relevant provisions of the Delaware General Corporation Law and other applicable
law, if any, shall not affect any then existing rights of any person entitled to
indemnification or advancement of expenses.

7.04 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VII or under the Certificate of Incorporation.

7.05 Mergers. For purposes of this Article VII, references to "the Corporation"
shall include all constituent corporations absorbed in a consolidation or
merger, as well as the resulting or surviving corporation, so that any person
who is or was a director, officer, employee, or agent of such constituent
corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise shall stand in the same position under
the provisions of this Article VII with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity.

                                  ARTICLE VIII

                             CERTIFICATES FOR SHARES

8.01 Certificates Representing Shares and Fractions Thereof. The shares and
fractions thereof of the Corporation may be represented by certificates signed
by the President or a Vice President and the Secretary or an Assistant Secretary
of the Corporation, and may be sealed with the seal of the Corporation or a
facsimile thereof. Such signatures may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such
officer at the date of its issue.

Each certificate representing shares and fractions thereof shall include upon
the face thereof:

i) the name of the Corporation,

ii) that the Corporation is organized under the laws of the State of Delaware,

iii) the name of the person, persons, entity or entities to whom issued,

iv) the number of shares and fractions thereof represented, and

v) the par or stated value of each share and fraction thereof,

<PAGE>


and may include such other matters as the Board of Directors may from time to
time direct, not inconsistent with law, the Certificate of Incorporation or
these Bylaws.

8.02 Restriction on Transfer of Shares and Fractions Thereof. If any restriction
on the transfer or registration of shares shall be imposed or agreed to by the
Corporation, as permitted by law, the Certificate of Incorporation or these
Bylaws, each certificate representing the shares so restricted (i) shall
conspicuously set forth a full or summary statement of the restrictions on the
face or back of the certificate; or (ii) if such restrictions exist pursuant to
a specified document, shall conspicuously state on the face or back of the
certificate that such a restriction exists pursuant to a specified document and
that the Corporation will furnish to the record holder of the certificate
without charge upon written request to the Corporation at its principal place of
business or registered office a copy of the specified document, or if such
document is one required or permitted to be and has been filed under applicable
law, that such specified document is on file in the Office of the Secretary of
State of Delaware and contains a full statement of such restriction.

8.03 Transfer of Shares and Fractions Thereof. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.

8.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a
new certificate or certificates to be issued to any stockholder of record in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed upon a sworn affidavit attesting
to the facts and circumstances under which the certificate was lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors, in its discretion and as a condition precedent to the
issuance thereof, may require the owner of such lost, stolen or destroyed
certificate or certificates, or his 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.

8.05 Closing of Transfer Books and Fixing Record Date. For the purpose of
determining stockholders (i) entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, (ii) entitled to receive payment of any
dividend or other distribution, or (iii) for any other proper purpose, the Board
of Directors may provide that the stock transfer books shall be closed for a
stated period, in any event not to exceed sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than sixty (60) days and, in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend or other
distribution, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend or
distribution is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this Section
8.05, such determination shall apply to any adjournment thereof, except where
the determination has been made through the closing of stock transfer books and
the stated period of closing has expired.

8.06 Registered Stockholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends and other distributions and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Delaware.

<PAGE>


                                   ARTICLE IX

                               GENERAL PROVISIONS

9.01 Dividends. Dividends upon the capital stock of the Corporation, if any,
subject to the provisions of the Certificate of Incorporation, may be declared
by the Board of Directors (but not any committee thereof) at any regular
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

9.02 Reserves. 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 Board
of Directors from time to time, in their absolute discretion, thinks 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 Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

9.03 Annual Statement. The Board of Directors shall present at each annual
meeting, or in the notice of such meeting, a full and clear statement of the
business and condition of the Corporation.

9.04 Checks. All checks or demands for money and promissory 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 prescribe.

9.05 Fiscal Year. The fiscal year of the Corporation shall be as set forth in a
resolution of the Board of Directors.

9.06 Corporate Seal. The Corporation may use a corporate seal and, if so used,
such seal shall be circular in form and contain the name of the Corporation. If
so used, the corporate seal shall be affixed and attached by the Secretary or an
Assistant Secretary upon such instruments or documents as may be deemed
appropriate, but the presence or absence of such seal on any instrument or
document shall not affect its character or validity or legal effect in any
respect.

9.07 Form of Records. Any records maintained by the Corporation in the regular
course of its business, including its stock ledger, books of account and minute
books, may be kept on or in any computer recorded or electronic form, including,
without limitation, computer records, disks, backup tapes, photographs,
microphotographs or any other information storage device or media, provided that
the records so kept can be converted into clearly legible form within a
reasonable time. The Corporation shall convert to written record any documents
or other records so kept upon the request of any person entitled to inspect the
same.

9.08 Waiver of Notice. Whenever any notice is required to be given under the
provisions of the Certificate of Incorporation or under the provisions of the
General Corporation Law of the State of Delaware, waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of any person at a meeting for which any notice is required
to be given under the provisions of these Bylaws, the Certificate of
Incorporation or the General Corporation Law of the State of Delaware shall
constitute a waiver of notice of such meeting except when the person attends for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

9.09 Certificate of Incorporation. As used in these Bylaws, "Certificate of
Incorporation" shall include any Certificate of Designation of Preferred Stock
which may be filed from time to time by the Corporation.

<PAGE>


                                    ARTICLE X

                                   AMENDMENTS

The power to alter, amend, or repeal these Bylaws or adopt new Bylaws, subject
to repeal or change by action of the stockholders, is vested in the Board of
Directors. Thus, these Bylaws may be altered, amended, or repealed or new Bylaws
adopted at any regular or special meeting of the Board of Directors by the
affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the
total number of members of the Board of Directors, subject to repeal or change
by the vote of the holders of at least sixty-six and two-thirds percent (66
2/3%) of the Corporation's outstanding shares of common stock, provided that in
the notice of such meeting of stockholders notice of such purpose shall be
given. The Bylaws may contain any provision for the regulation and management of
the affairs of the Corporation not inconsistent with law or the Certificate of
Incorporation.