EXHIBIT 3.5

                                 RESTATED BYLAWS
                                       OF
                            THE ACKERLEY GROUP, INC.

                        (A corporation incorporated under
                       the laws of the State of Delaware)

                                   SECTION 1.
                    SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

     1.1.  Annual  Meeting.  The  annual  meeting  of  the  shareholders  of the
Corporation  for the election of directors and for the transaction of such other
business as may properly  come before the meeting shall be held each year in the
City of Seattle,  Washington,  or at some other place,  either within or without
the State of Delaware,  as  designated  by the Board of  Directors.  The meeting
shall be held at 8:00 p.m.  on May 1 of each  year,  provided  such day is not a
legal  holiday and if a legal  holiday then on the next business day, or on such
other day or at such other time as designated by the Board of Directors.

     1.2. Special Meetings. Special meetings of the shareholders for any purpose
or purposes  may be called at any time by the Board of  Directors  to be held at
such time and place as the Board of Directors may prescribe. Business transacted
at any  special  meeting  of  shareholders  shall  be  limited  to the  purposes
specified in the Notice.

     Upon the request of the Chairman of the Board, the President,  the Board of
Directors  or of any  shareholder  or  shareholders  holding  in  the  aggregate
one-third (1/3) of the voting power of all shareholders, it shall be the duty of
the Secretary to call a special  meeting of the  shareholders  to be held at the
registered  office of the corporation at such time as the Secretary may fix, not
less  than ten (10) nor more than  sixty  (60) days  after the  receipt  of said
request, and if said Secretary shall neglect or refuse to issue such call, those
making the request may do so.

     1.3. Notice of Meetings.  Written notice of the place,  day and hour of the
annual  shareholders'  meeting and written  notice of the day,  place,  hour and
purpose or purposes of special  shareholders'  meetings  shall be delivered  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,  the  Secretary  or the  officer or persons  calling the
meeting,  to each  shareholder  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  shareholder  at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.

     Except  where   expressly   prohibited  by  law  or  the   Certificate   of
Incorporation,  notice of the day,  place,  hour and  purpose or purposes of any
shareholders'  meeting may be waived in writing by any  shareholder at any time,
either before or after the meeting,  and  attendance at the meeting in person or
by proxy shall constitute a waiver of such notice of the meeting unless prior

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to or upon  commencement of such meeting such person in attendance  asserts that
proper notice was not given.

     1.4. List of Shareholders.  At least ten (10) days before any shareholders'
meeting,  the Secretary of the Corporation  shall compile a complete list of the
shareholders entitled to vote at any meeting or adjournment thereof, arranged in
alphabetical  order,  with the  address  of each  shareholder  and the number of
shares owned by each shareholder. Such list shall be open for examination by any
shareholder  during  usual  business  hours at a place within the city where the
voting  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,
for a period of at least ten days  prior to any such  meeting.  Such list  shall
also be produced and kept open for  examination at the time and place and during
the course of any such meeting.

     1.5.  Quorum.  The holders of a simple  majority of the shares  entitled to
vote at a meeting,  present in person or by proxy,  shall constitute a quorum of
shareholders for the transaction of business and the act of a simple majority of
the  shares  present  in  person or by proxy at a  meeting  at which  there is a
quorum,  shall  be the act of the  Corporation,  except  as  otherwise  provided
herein, by law or by the Certificate of Incorporation.

     1.6.  Adjourned  Meetings.  Whether  for  failure  to  obtain a  quorum  or
otherwise,  an adjournment or adjournments of any  shareholders'  meeting may be
taken to such time and place as the  majority  of those  present  may  determine
without any other  notice than  announcement  at such meeting  being given.  Any
meeting at which directors are to be elected shall be adjourned only from day to
day until such directors are elected.

     1.7.  Proxies.  The  holder of any proxy for a  shareholder  shall  present
evidence  of  his  appointment  by  an  instrument  in  writing  signed  by  the
shareholder or by his duly authorized attorney-in-fact.  No proxy shall be valid
after three (3) years from the date of its execution,  unless the proxy provided
for a longer period,  which in no case shall exceed the maximum period permitted
by law. Revocation of a shareholder's proxy shall not be effective until written
notice thereof has actually been received by the Secretary of the Corporation.

     1.8.  Shareholders'  Action  Without A  Meeting.  Any  action  required  or
permitted to be taken at any annual or special  meeting of  shareholders  may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be 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.  Prompt notice of the taking of
corporate action without a meeting by less than unanimous  written consent shall
be given to those shareholders who have not consented in writing to such action.

     1.9.  Restrictions  on Issuance  and  Transfer.  No shares may be issued or
transferred  to any person  where such  issuance  or  transfer  will result in a
violation  of the  Communications  Act of  1934 or any  regulations  promulgated
thereunder  as the same shall be in effect at the time of any such  issuance  or
transfer. Any person subscribing to the capital stock of the Corporation and any
person  wishing to have capital  stock of the  Corporation  transferred  to such
person shall provide the Corporation or its transfer agent with such information
as they may  reasonably

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require to enforce the  provisions of this Section 1.9 prior to such issuance or
transfer. Any purported transfer in violation of this Section 1.9 shall be void.

                                   SECTION 2.
                               BOARD OF DIRECTORS

     2.1.  Number and  Qualification.  The business  affairs and property of the
Corporation  shall be managed by a Board of  Directors.  The number of directors
which shall  constitute the whole Board shall be not less than one nor more than
eight. The first Board shall consist of three directors.  Thereafter, the number
of  directors  shall  be two or such  other  number,  within  the  limits  above
specified, as may be established from time to time by resolution of the Board of
Directors.  Directors  need not be  shareholders.  No person shall be elected or
serve as a director of the  Corporation  whose election or service as a director
would cause the Corporation to be in violation of the Communications Act of 1934
or any regulations  promulgated  thereunder.  If, while serving as a director of
the Corporation,  any person becomes  ineligible to so serve by operation of the
preceding sentence,  then,  notwithstanding any provision in these Bylaws to the
contrary,  such person immediately shall be removed as a director and thereafter
may be replaced as provided in these Bylaws;  provided,  however, that no action
by the Board of Directors at which such director  voted or was necessary to make
up a quorum shall be void by reason of the provisions of this sentence.

     2.2.  Election--Term  of  Office.  The  directors  shall be  elected by the
shareholders at each annual shareholders' meeting, to hold office until the next
annual shareholders'  meeting and until their respective  successors are elected
and qualified  unless  removed in accordance  with the laws of Delaware.  In the
event of failure to elect directors at any annual  shareholders'  meeting, or in
the event of failure to hold any annual  shareholders'  meeting as  provided  by
these Bylaws,  directors may be elected at a special meeting of the shareholders
called for that purpose.

     2.3.  Removal By  Shareholders.  At any  annual or  special  meeting of the
shareholders  called for that  purpose,  the  shareholders  may,  by vote of the
holders of a majority  of the shares  then  entitled  to vote at an  election of
directors,  with or without notice to any of the directors,  and with or without
cause, remove any director or directors and elect a successor or successors.

     2.4. Vacancies. Except as otherwise provided by law, vacancies in the Board
of   Directors,    whether   caused   by   resignation,    death,    retirement,
disqualification,  removal or otherwise,  may be filled by a simple  majority of
the remaining  directors  attending any meeting of the Board of Directors,  even
though  less  than a quorum  is  present,  or by a sole  remaining  director.  A
director  thus elected to fill any vacancy  shall hold office for the  unexpired
term of his predecessor and until his successor is elected and qualified.

     2.5.  Quorum and  Voting.  At any  meeting of the Board of  Directors,  the
presence in person of a simple  majority of the  directors  shall  constitute  a
quorum for the  transaction  of business.  If a quorum is present,  the act of a
simple majority of the directors present at such meeting shall be the act of the
Board  of  Directors  and  of  the  Corporation   except  as  may  be  otherwise
specifically  provided by statute,  by the  Certificate of  Incorporation  or by
these Bylaws.  The directors  present at a duly convened meeting may continue to
do  business  until  adjournment,   notwithstanding  the  withdrawal  of  enough
directors to leave less than a quorum.  Abstention

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from  voting on a motion by a director  present at a meeting at which there is a
quorum shall be counted as a vote  against the motion.  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.

     2.6.  Annual  Meeting.  The first  meeting of each newly  elected  Board of
Directors  shall be known  as the  annual  meeting  thereof,  and  shall be held
immediately after the annual shareholders'  meeting or any special shareholders'
meeting at which a Board of Directors is elected.  Said meeting shall be held at
the same place as such  shareholders'  meeting  unless some other place shall be
specified by resolution of the shareholders.

     2.7. Regular Meetings.  Regular meetings of the Board of Directors shall be
held at such  place,  day  and  hour as  shall  from  time to time be  fixed  by
resolution of the Board.

     2.8.  Special  Meetings.  Special meetings of the Board of Directors may be
held at any place at any time whenever called by the Chairman of the Board,  the
President, the Secretary, or any two or more directors.

     2.9.  Notice of Meetings.  No notice of the annual  meeting of the Board of
Directors shall be required. Notice of the time and place of all meetings of the
Board  of  Directors  other  than  the  annual  meeting,  shall  be given by the
Secretary,  or by the person calling the meeting, by mail, radio, telegram or by
personal communication over the telephone or otherwise,  at least three (3) days
prior to the day upon which the meeting is to be held. However, no notice of any
regular  meeting need be given,  if the time and place  thereof  shall have been
fixed by  resolution  of the Board of  Directors.  Notice of any  meeting of the
Board of Directors may be waived in writing by any director at any time,  either
before or after such  meeting,  and  attendance  at such meeting in person shall
constitute  a waiver  of  notice of the time,  day,  place and  purpose  of such
meeting except where a director  attends for the express purpose of objecting to
the transaction of any business because the meeting was not lawfully convened.

     2.10.  Committees  of the Board.  The Board of  Directors,  by  resolutions
adopted by a simple  majority of the entire Board of  Directors,  may  designate
from among its members an Executive  Committee and one or more other committees.
Each such  committee may exercise the authority of the Board of Directors to the
extent  provided in such  resolution and any subsequent  resolutions  pertaining
thereto and adopted in like manner,  but no such committee  shall have the power
or authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or  consolidation,  recommending to the  shareholders the
sale,  lease  or  exchange  of all  or  substantially  all of the  Corporation's
property and assets,  recommending  to the  shareholders  a  dissolution  of the
Corporation  or a revocation  of a  dissolution,  or amending  these  Bylaws;  a
committee,  if expressly  authorized  by a resolution of the Board of Directors,
may declare a dividend and  authorize  the issuance of stock.  In the absence or
disqualification  of a member of a  committee,  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.  The  committee  or  committees  shall have such name or names as may be
determined  from time to time by  resolution  adopted by the Board of Directors.
Such

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committees  shall keep regular  minutes of their  proceedings  and report to the
Board of Directors when requested to do so.

     2.11.  Directors'  Action  Without A Meeting.  The Board of  Directors or a
committee  thereof may take any action which it could properly take at a meeting
without such a meeting if a consent in writing setting forth the action so to be
taken shall be signed  before such  action by all the  directors,  or all of the
members of the  committee,  as the case may be. Such consent shall have the same
effect as a unanimous vote.

     2.12.  Telephone  Meetings.  Members  of  the  Board  of  Directors  or any
committee  appointed by the Board of Directors may  participate  in a meeting of
such  board  or  committee  by  means  of  a  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  by such means shall constitute
presence in person at a meeting.

     2.13.  Compensation.  Directors as such shall receive no  compensation  for
their services except such fees for attending meetings as may be authorized by a
majority of the entire Board of Directors from time to time; provided, that this
does not  preclude  any  director  from  serving  the  Corporation  in any other
capacity and receiving  compensation therefor, nor does it preclude the Board of
Directors from authorizing the  reimbursement of expenses  incurred by directors
in attending  meetings of the Board of Directors or of any committee  created by
the Board of Directors.

                                   SECTION 3.
                                    OFFICERS

     3.1. Officers Enumerated - Election.  The officers of the corporation shall
be a Chairman of the Board, one or more Presidents, one or more Vice Presidents,
a Secretary, and a Treasurer (together with an Assistant Secretary and Assistant
Treasurer, if such are desired by the Board of Directors),  all of whom shall be
elected by the Board of  Directors,  to hold office at the pleasure of the Board
of Directors.

     3.2.  Qualifications.  None of the  officers of the  corporation  need be a
director.  Any two or more corporate  offices may be held by the same person. No
person shall be elected or serve as an officer of the Corporation whose election
or service as an officer would cause the  Corporation  to be in violation of the
Communications Act of 1934 or any regulations promulgated thereunder.  If, while
serving as an officer of the  Corporation,  any person becomes  ineligible to so
serve  by  operation  of  the  preceding  sentence,  then,  notwithstanding  any
provision in these Bylaws to the  contrary,  such person  shall  immediately  be
removed as an officer  and  thereafter  may be  replaced  as  provided  in these
Bylaws.

     3.3.  The  Chairman  of the Board.  The  Chairman of the Board shall be the
chief executive  officer and shall be responsible for carrying out the plans and
directions of the Board of Directors. The Chairman of the Board shall preside at
all meetings of the Board of Directors and of the shareholders,  shall report to
and consult  with the Board of  Directors  and shall have such other  powers and
duties as the Board of Directors may from time to time prescribe.

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     3.4. The Office of the President.

     3.4.1  Duties.  The  President,  or the  Co-Presidents,  shall be the Chief
Operating Officer of the corporation,  unless (1) two or more Co-Presidents have
been elected and one or more of the  Co-Presidents  is specially  designated  as
Chief  Operating  Officer  pursuant to Section  3.4.2,  or (2) such  position is
otherwise  delegated  to  another  executive  officer  as may be  determined  by
resolution  of the Board of  Directors.  The  President,  or the  Co-Presidents,
shall,  subject to the  authority  granted to the  Chairman  of the Board,  have
general  and  active   supervision   over  the  day-to-day   operations  of  the
corporation.  In the absence of the Chairman of the Board, the President, or the
Co-Presidents, shall preside at all meetings of the shareholders and at meetings
of the Board of Directors.  The President,  or the Co-Presidents,  shall perform
such other duties as may be  prescribed  to him or her by the Board of Directors
or by the Chairman of the Board.  Should the office of the Chairman of the Board
be vacated, the President,  or the Co-Presidents,  shall then perform the duties
of the Chairman of the Board until otherwise directed by the Board of Directors.

     3.4.2 Co-Presidents.  In the event that the office of the President is held
by two or more  persons,  the Board of  Directors  or the  Chairman of the Board
shall  determine  those areas over which each  Co-President  shall have  primary
responsibility,  including  but not  limited to the  designation  of one or more
Co-Presidents as the  Corporation's  Chief Operating  Officer.  Any matters upon
which the Co-Presidents are unable to agree shall be referred to the Chairman of
the  Board  for  resolution,  if  the  Chairman  of  the  Board  is  not  also a
Co-President,  and otherwise to the Board of Directors.  If one  Co-President is
absent or disabled, the remaining Co-Presidents shall exercise all of the duties
of the absent or disabled Co-President, until otherwise directed by the Board of
Directors or Chairman of the Board.

     3.5. The Vice Presidents. The Vice Presidents shall act as President in the
absence or  disability  of the  President and shall perform such other duties as
the directors may from time to time designate.

     3.6. The  Secretary.  The  Secretary,  personally or with the assistance of
others, shall keep records of the proceedings of the directors and shareholders,
attest all certificates of stock, deeds, bonds,  contracts and other obligations
or instruments in the name of the corporation;  keep the corporate seal, if any,
and affix the same to certificates of stock and other proper  documents;  keep a
record of the issuance of  certificates  of stock and the transfers of the same;
and perform such other  duties as the Board of  Directors  may from time to time
designate.

     3.7. The Treasurer.  The Treasurer shall have the care and custody,  and be
responsible for, all funds and securities of the corporation, and shall cause to
be kept regular  books of account.  He shall cause to be deposited all funds and
other valuable  effects in the name of the  corporation in such  depositories as
may be designated by the Board of Directors. In general, he shall perform all of
the duties  incident to the office of  Treasurer,  and such other duties as from
time to time may be assigned to him by the Board of Directors.

     3.8.  Vacancies.  Vacancies  in any  office  arising  from any cause may be
filled by the Board of Directors at any regular or special meeting.

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     3.9.  Other  Officers and Agents.  The Board of Directors  may appoint such
other  officers and agents as it shall deem  necessary or  expedient,  who shall
hold their  office 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.

     3.10.  Compensation.  The  compensation  of all officers of the corporation
shall be fixed by the Board of Directors.

                                   SECTION 4.
                        SHARES AND CERTIFICATES OF SHARES

     4.1. Share  Certificates.  Share  certificates shall be issued in numerical
order,  and each  shareholder  shall be entitled to a certificate  signed by the
Chairman of the Board,  the Chief  Executive  Officer,  the  President or a Vice
President and by the Secretary,  Treasurer or an Assistant  Secretary and sealed
with the corporate  seal.  Facsimiles of the signatures and seal may be used, as
permitted  by law. 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 at the date of issue.  If the  Corporation  shall be
authorized  to issue more than one class of stock or more than one series of any
class,  the  powers,  designations,   preferences  and  relative,  participating
optional or other  special  rights of each class of stock or series  thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or
rights  shall  be set  forth  in full or  summarized  on the face or back of the
certificate  which the Corporation shall issue to represent such class or series
of stock,  provided  that,  except as  otherwise  provided in Section 202 of the
General  Corporation  Law of Delaware,  in lieu of the  foregoing  requirements,
there  may be set  forth  on the  face  or  back of the  certificate  which  the
Corporation  shall issue to represent such class or series of stock, a statement
that the  Corporation  will furnish  without charge to each  shareholder  who so
requests  the powers,  designations,  preferences  and  relative  participating,
optional or other  special  rights of each class of stock or series  thereof and
the  qualifications,  limitations  or  restrictions  of such  preference  and/or
rights.

     4.2. Consideration for Shares. Shares of this Corporation may be issued for
such  consideration  expressed in dollars (not less than par, if the shares have
par  value) as shall be fixed from time to time by the Board of  Directors.  The
consideration  for the  issuance  of  shares  may be paid in whole or in part in
money,  in other  property,  tangible  or  intangible,  or in labor or  services
actually performed for the Corporation, as permitted by the laws of the State of
Delaware.  The reasonable charges and expenses of organization or reorganization
and the reasonable  expenses of and compensation for the sale or underwriting of
its shares may be paid or allowed by the  Corporation  out of the  consideration
received by it in payment for its shares without  rendering the shares not fully
paid or assessable.

     4.3.  Transfers.  Subject to the  restrictions  set forth in Section 1.9 of
these  Bylaws,  shares  may be  transferred  by  delivery  of  the  certificate,
accompanied  either by an assignment in writing on the back of the  certificate,
or by a written power of attorney to sell,  assign and transfer the same, signed
by the  record  holder  of the  certificate.  Except as  otherwise  specifically

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provided in these Bylaws,  no shares of stock shall be  transferred on the books
of  the  Corporation  until  the  outstanding   certificate  therefor  has  been
surrendered to the Corporation.

     4.4.  Loss or  Destruction  of  Certificates.  In the  event of the loss or
destruction  of any  certificate,  no new  certificate  shall be  issued in lieu
thereof  except  upon  satisfactory  proof to the  Chairman  of the  Board,  the
President of such loss or destruction, and upon the giving of security, by bond,
indemnity  or  otherwise,  satisfactory  to the  President  against  loss to the
Corporation.

     4.5.  Closing Stock  Transfer Books and Fixing Record Date. For the purpose
of determining  shareholders  entitled to notice of or to vote at any meeting of
shareholders or any adjournment  thereof,  or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for the payment of
any  distribution,  the allotment of rights,  the  conversion or exchange of any
securities  by their terms or any other proper  purpose,  the Board of Directors
may provide that the stock  transfer  books shall be closed for a stated  period
but not to exceed,  in any case,  sixty (60) days. If the stock  transfer  books
shall be closed for the purpose of determining  shareholders  entitled to notice
of or to vote at a meeting of  shareholders,  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 shareholders, such date in any case to
be not more than sixty (60) days and, in case of a meeting of shareholders,  not
less  than ten (10)  days  prior to the  date on which  the  particular  action,
requiring  such   determination  of  shareholders,   is  to  be  taken.  When  a
determination  of  shareholders  entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.

                                   SECTION 5.
                           BOOKS, RECORDS AND REPORTS

     5.1.  Records of Corporate  Meetings and Share  Registers.  The Corporation
shall keep  complete  records of all  proceedings  of the Board of Directors and
shareholders  and 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
shareholders, giving the names and addresses of all shareholders, the number and
class of shares held by each and the dates they acquired same.

     5.2.  Copies of  Resolutions.  Any person dealing with the  Corporation may
rely upon a copy of any of the records of the proceedings, resolutions, or votes
of the Board of Directors or shareholders, when certified by the Chairman of the
Board, the President, Vice President, Secretary or Assistant Secretary.

     5.3. Books of Account.  The Corporation shall keep appropriate and complete
books of account.

                                   SECTION 6.
                                   FISCAL YEAR

     The fiscal year of the Corporation shall be the calendar year.



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                                   SECTION 7.
                                    DIVIDENDS

     7.1.  Declaration  of  Dividends.  Dividends  upon the capital stock of the
Corporation  subject to the provisions of the Certificate of  Incorporation,  if
any,  may be  declared  by the Board of  Directors  at any  regular  or  special
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.

     7.2. Creation of 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 Directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                   SECTION 8.
                       MISCELLANEOUS PROCEDURAL PROVISIONS

     The rules  contained in the most recent edition of Robert's Rules of Order,
Revised,  shall govern all meetings of  shareholders  and directors  where those
rules are not inconsistent with the Certificate of  Incorporation,  these Bylaws
or special rules of order of the Corporation.

                                   SECTION 9.
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     9.1. The Corporation shall, to the full extent permitted by law, including,
without  limitation,  Section  145  of the  Delaware  General  Corporation  Law,
indemnify all directors,  officers,  employees, agents and other persons whom it
may indemnify pursuant thereto against any liability,  and the expenses incurred
in defense of such liability,  that may be asserted  against or incurred by such
person arising out of such person's  status with or service to or at the request
of the  Corporation.  The Corporation  shall pay the expenses of any director or
officer in defense of such liability in advance of the final  disposition of the
matter  upon  receipt  of an  undertaking  by or on behalf of such  director  or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation. Nothing contained herein shall be
deemed to require or make mandatory the purchase and maintenance of insurance as
may be permitted under Section 145(g) of the Delaware General Corporation Law.

     9.2.  Payment  of  Expenses.  Expenses  incurred  in  defending  a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final  disposition  of such action,  suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an  undertaking by or on
behalf of the director,  officer,  employee or agent to repay such amount unless
it shall  ultimately be determined  that he is entitled to be indemnified by the
Corporation as authorized in this section.

     9.3. Non-Exclusive.  The indemnification provided by this Section shall not
be deemed  exclusive of any other rights to which those seeking  indemnification
may  be  entitled

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under any bylaw,  agreement,  vote of shareholders 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 continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

     9.4.  Insurance.  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 section.

     9.5. Amendments to Indemnification.  The Board of Directors is specifically
authorized,  without  any  action on the part of the  shareholders,  to alter or
amend this section,  and other provisions of these bylaws, to such an extent and
in such manner as the law of  Delaware,  or other  applicable  law,  relating to
indemnification  of  the  directors,  officers,  employees  and  agents  therein
referred to may, at any time and from time to time, authorize or permit.

                                   SECTION 10.
                                   AMENDMENTS

           These bylaws may be altered, amended or repealed or new bylaws may be
adopted at any regular meeting of the  shareholders or of the Board of Directors
or at any special  meeting of the  shareholders  or of the Board of Directors if
notice of such  alteration  or repeal be contained in the notice of such special
meeting.


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