BY-LAWS




OF




CABLE
      & CO WORLDWIDE, INC.




DELAWARE
      CORPORATION




*
      * * *
      *




ARTICLE
      I




OFFICES





Section
      1.  The registered
      office of the corporation shall be The Corporation Trust Center, 1209 Orange
      Street, in the City of Wilmington, County of New Castle, State of
      Delaware.




Section
      2.  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 the
      business of the corporation may require.




ARTICLE
      II




MEETINGS
      OF STOCKHOLDERS




Section
      1.  All meetings of
      the stockholders for the election of directors shall be held at such 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.




Section
      2.  Annual meetings
      of the stockholders shall be held on such date and time during the first six
      (6)
      months of each fiscal year of the corporation as shall be designated from time
      to time by the Board of Directors and stated in the notice of the meeting,
      at
      which they shall elect directors by a plurality vote and transact such other
      business as may properly be brought before the meeting.







Section
      3.  Written notice of
      the annual meeting stating the place, date and hour of the meeting shall be
      given to each stockholder entitled to vote at such meeting not less than ten
      (10) nor more than sixty (60) days before the date of the meeting.




Section
      4.  The officer who
      has charge of the stock ledger of the corporation shall prepare and make, at
      least ten (10) 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, for
      a
      period of at least ten (10) days prior to the meeting, either during ordinary
      business hours, at the principal place of business of the corporation, or on
      a
      reasonably accessible electronic network, provided that the information required
      to gain access to such list is provided with the notice of the
      meeting.  If the meeting is to be held at a place, 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.  If
      the meeting is to be held solely by means of remote communication, the list
      shall also be open to the examination of any stockholder during the whole time
      of the meeting on a reasonably accessible electronic network.




Section
      5.  Special meetings
      of the stockholders, for any purpose or purposes, unless otherwise prescribed
      by
      statute or by the Certificate of Incorporation, may be called by the Chairman
      of
      the Board or President and shall be called by the Secretary at the request
      in
      writing of a majority of the Board of Directors.  Such request shall
      state the purpose or purposes of the proposed meeting.  Unless
      otherwise prescribed by statute or by the Certificate of Incorporation,
      stockholders of this corporation shall not be entitled to request a special
      meeting of stockholders.







Section
      6.  Written notice of
      a special meeting stating the place, date and hour of the meeting and the
      purpose or purposes for which the meeting is called, shall be given not less
      than ten (10) nor more than sixty (60) days before the date of the meeting,
      to
      each stockholder entitled to vote at such meeting.




Section
      7.  Business
      transacted at any special meeting of stockholders shall be limited to the
      purposes stated in the notice.




Section
      8.  The holders of a
      majority of the stock issued and outstanding and entitled to vote thereat,
      present in person or represented by proxy, shall constitute a quorum at all
      meetings of the stockholders for the transaction of business except as otherwise
      provided by statute or by the Certificate of Incorporation.  If,
      however, such quorum shall not be present or represented at any meeting of
      the
      stockholders, the stockholders entitled to vote thereat, present in person
      or
      represented by proxy, shall have 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 notified.  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, a notice of the adjourned
      meeting shall be given to each stockholder of record entitled to vote at the
      meeting.




Section
      9.  When a quorum is
      present at any meeting, the vote of the holders of a majority of the issued
      and
      outstanding shares entitled to vote shall decide any question brought before
      such meeting, unless the question is one upon which by express provision of
      the
      statutes or of the Certificate of Incorporation, a different vote is required
      in
      which case such express provision shall govern and control the decision of
      such
      question.









Section
      10.  Unless otherwise
      provided in the Certificate of Incorporation each stockholder shall at every
      meeting of the stockholders be entitled to one (1) vote in person or by proxy
      for each share of the capital stock having voting power held by such
      stockholder, but no proxy shall be voted on after three (3) years from its
      date,
      unless the proxy provides for a longer period.






ARTICLE
      III




DIRECTORS




Section
      1.  The corporation
      shall have no less than one (1) director.  The number of directors
      shall be the number fixed by resolution of the stockholders or directors, or,
      in
      the absence thereof, shall be the number of directors elected at the preceding
      annual meeting of stockholders.  Each director shall hold office until
      the next annual stockholders meeting and until his successor shall have been
      elected and qualified, or until his earlier resignation, or removal from office
      in accordance with the provisions of the By-laws, death or incapacity.




Section
      2.  Any director may
      be removed from office at any time, with or without cause, by the holders of
      a
      majority of the shares entitled to vote at an election of directors.




Section
      3.  Any vacancies in
      the Board of Directors, however occurring, whether by death, resignation,
      retirement, disqualification, removal from office in accordance with the
      provisions of the By-laws, or otherwise, may be filled by the directors
      remaining in office acting by a majority vote, and any director so chosen shall
      hold office until the next annual stockholders meeting and until his successor
      shall have been elected and qualified, or until his earlier resignation, removal
      from office in accordance with the provisions of the By-laws, death or
      incapacity.









Section
      4.  The business of
      the corporation shall be managed by or under the direction of its Board of
      Directors which may exercise all such powers of the corporation and do all
      such
      lawful acts and things as are not by statute or by the Certificate of
      Incorporation or by these By-laws directed or required to be exercised or done
      by the stockholders.






MEETINGS
      OF THE BOARD OF DIRECTORS




Section
      5.  The Board of
      Directors of the corporation may hold meetings, both regular and special, either
      within or without the State of Delaware.




Section
      6.  The first meeting
      of each newly elected Board of Directors shall be held at such time and place
      as
      shall be fixed by the vote of the stockholders at the annual meeting and no
      notice of such meeting shall be necessary to the newly elected directors in
      order legally to constitute the meeting, provided a quorum shall be
      present.  In the event of the failure of the stockholders to fix the
      time or place of such first meeting of the newly elected Board of Directors,
      or
      in the event such meeting is not held at the time and place so fixed by the
      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.




Section
      7.  Regular meetings
      of the Board of Directors may be held without notice at such time and at such
      place as shall from time to time be determined by the board.




Section
      8.  Special meetings
      of the board may be called by the Chairman of the Board or President on three
      days’ notice to each director, either personally or by telegram or telefax, or
      on seven (7) days’ notice to each director by mail; special meetings shall be
      called by the Chairman of the Board or President in like manner and on like
      notice on the written request of two (2) directors unless the board consists
      of
      only one (1) director, in which case special meetings shall be called by the
      Chairman of the Board or President in like manner and on like notice on the
      written request of the sole director.







Section
      9.  At all meetings
      of the board a majority of the total number of directors shall constitute a
      quorum for the transaction of business, and the act of a majority of the total
      number of directors shall be the act of the Board of Directors, except as may
      be
      otherwise specifically provided by statute or by 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.




Section
      10.  Unless otherwise
      restricted by the Certificate of Incorporation or these By-laws, 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 or committee, as the case may be, consent thereto in writing or by
      electronic transmission, and the writing or writings or electronic transmission
      or transmissions are filed with the minutes or proceedings of the board or
      committee.




Section
      11.  Unless otherwise
      restricted by the Certificate of Incorporation or these By-laws, members of
      the
      Board of Directors, or any committee designated by the Board of Directors,
      may
      participate in a meeting of the Board of Directors, or any committee, by means
      of conference telephone or similar communications equipment by means of which
      all persons participating in the meeting can hear each other, and such
      participation in a meeting shall constitute presence in person at the
      meeting.














ARTICLE
      IV




NOTICES




Section
      1.  Whenever, under
      the provisions of the statutes or of the Certificate of Incorporation or of
      these By-laws, notice is required to be given to any director or stockholder,
      such notice may be given in writing, by mail, addressed to such director or
      stockholder, at his address as it appears on the records of the corporation,
      with postage thereon prepaid, and such notice shall be deemed to be given at
      the
      time when the same shall be deposited in the United States
      mail.  Notice to directors may also be given by personal delivery,
      telegram or telefax.




Section
      2.  Whenever any
      notice is required to be given under the provisions of the statutes or of the
      Certificate of Incorporation or of these By-laws, a waiver thereof in writing,
      signed by the person or persons entitled to said notice, whether before or
      after
      the time stated therein, shall be deemed equivalent thereto.




ARTICLE
      V




OFFICERS


Section
      1.  The officers of
      the corporation shall be chosen by the Board of Directors and, unless otherwise
      determined by the Board of Directors, shall be a Chairman of the Board, a
      President, a Chief Financial Officer, a Secretary and a
      Treasurer.  The Board of Directors may also appoint additional
      officers, including without limitation, one or more Vice-Presidents, and one
      or
      more Assistant Secretaries and Assistant Treasurers.  Any number of
      offices may be held by the same person, unless the Certificate of Incorporation
      or these By-laws otherwise provide.




Section
      2.  The Board of
      Directors at its first meeting after each annual meeting of stockholders shall
      choose a Chairman of the Board, a President, a Secretary and a Treasurer.







Section
      3.  The Board of
      Directors may appoint such other officers and agents as it shall deem necessary
      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.




Section
      4.  The salaries of
      all officers of the corporation shall be fixed by the Board of Directors.




Section
      5.  The officers of
      the corporation shall hold office until their successors are chosen and
      qualify.  Any officer elected or appointed by the Board of Directors
      may be removed at any time by the affirmative vote of a majority of the Board
      of
      Directors.  Any vacancy occurring in any office of the corporation
      shall be filled by the Board of Directors.




THE
      CHAIRMAN OF THE BOARD




Section
      6.  The Chairman of
      the Board shall have responsibility for the overall business policies of the
      corporation and shall preside at all meetings of the stockholders and the Board
      of Directors of the corporation.




THE
      PRESIDENT




Section
      7.  The President
      shall have general responsibility for the active management of the business
      of
      the corporation and shall see that all orders and resolutions of the Board
      of
      Directors are carried into effect.  If no President shall have been
      appointed, the Chairman of the Board shall assume the duties and
      responsibilities of the President.





THE
      VICE-PRESIDENTS




Section
      8.  The
      Vice-Presidents shall perform such duties and have such powers as the Board
      of
      Directors may from time to time prescribe.














THE
      SECRETARY




Section
      9.  The Secretary
      shall attend all meetings of the Board of Directors and all meetings of the
      stockholders and record all the proceedings of the meetings of the corporation
      and of the Board of Directors in a book to be kept for that purpose and shall
      perform like duties for the standing committees when required.  He
      shall give, or cause to be given, notice of all meetings of the stockholders
      and
      special meetings of the Board of Directors, and shall perform such other duties
      as may be prescribed by the Board of Directors or President, under whose
      supervision he shall be.  He shall have custody of the corporate seal
      of the corporation, and he shall have authority to affix the same to any
      instrument requiring it and when so affixed, it may be attested by his
      signature.  The Board of Directors may give general authority to any
      other officer to affix the seal of the corporation and to attest the affixing
      by
      his signature.






THE
      TREASURER




Section
      11.  The Treasurer
      shall have the custody of the corporate funds and securities and shall keep
      full
      and accurate accounts of receipts and disbursements in books belonging to the
      corporation and shall deposit all moneys and other valuable effects in the
      name
      and to the credit of the corporation in such depositories as may be designated
      by the Board of Directors.




Section
      12.  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 when
      the
      Board of Directors so requires, an account of all his transactions as Treasurer
      and of the financial condition of the corporation.




ARTICLE
      VI




CERTIFICATES
      FOR SHARES




Section
      1.  The shares of the
      corporation shall be represented by a certificate or
      certificates.  Certificates shall be signed by, or in the name of the
      corporation by, the chairman or vice-chairman of the Board of Directors, the
      President, or a Vice-President of the corporation, and the Treasurer, an
      Assistant Treasurer, the Secretary, or an Assistant Secretary of the
      corporation.









Section
      2.  Any of or all the
      signatures on a certificate may be 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.




LOST
      CERTIFICATES




Section
      3.  The Board of
      Directors may direct a new certificate or certificates or uncertificated shares
      to be issued in place of any certificate or certificates theretofore issued
      by
      the corporation alleged to have been lost, stolen or destroyed, upon the making
      of an affidavit of that fact by the person claiming the certificate of stock
      to
      be lost, stolen or destroyed.  When authorizing such issue of a new
      certificate or certificates or uncertificated shares, the Board of Directors
      may, in its discretion and as a condition precedent to the issuance thereof,
      require the owner of such lost, stolen or destroyed certificate or certificates,
      or 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.











TRANSFER
      OF STOCK




Section
      4.  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,
      assignation 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.  Upon receipt
      of proper transfer instructions from the registered owner of uncertificated
      shares such uncertificated shares shall be canceled and issuance of new
      equivalent uncertificated shares or certificated shares shall be made to the
      person entitled thereto and the transaction shall be recorded upon the books
      of
      the corporation.




FIXING
      RECORD DATE




Section
      5.  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 to express consent
      to
      corporate action in writing without a meeting, or entitled to receive payment
      of
      any dividend or other distribution or allotment of any rights, or entitled
      to
      exercise any rights in respect of any change, conversion or exchange of stock
      or
      for the purpose of any other lawful action, the Board of Directors may fix,
      in
      advance, a record date, which shall not be more than sixty (60) nor less than
      ten (10) days before the date of such meeting, nor more than sixty (60) days
      prior to any other action.  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.














REGISTERED
      STOCKHOLDERS




Section
      6.  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 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 Delaware.




ARTICLE
      VII


GENERAL
      PROVISIONS


DIVIDENDS




Section
      1.  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.




Section
      2.  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.




ANNUAL
      STATEMENT




Section
      3.  The Board of
      Directors shall present at each annual meeting, and at any special meeting
      of
      the stockholders when called for by vote of the stockholders, a full and clear
      statement of the business and condition of the corporation.











FISCAL
      YEAR




Section
      4.  The fiscal year
      of the corporation shall be fixed by resolution of the Board of
      Directors.




SEAL




Section
      5.  The corporate
      seal shall have inscribed thereon the name of the corporation, the year of
      its
      organization and the words “Corporate Seal, Delaware”.  The seal may
      be used by causing it or a facsimile thereof to be impressed or affixed or
      reproduced or otherwise.




INDEMNIFICATION




Section
      6.  The corporation
      shall indemnify its directors and officers according to the provisions set
      forth
      in its Certificate of Incorporation.




ARTICLE
      VIII


AMENDMENTS




Section
      1.  These By-laws may
      be altered, amended or repealed or new By-laws may be adopted by the
      stockholders or by the Board of Directors, when such power is conferred upon
      the
      Board of Directors by the Certificate of Incorporation, at any regular meeting
      of the stockholders or of the Board of Directors or at any special meeting
      of
      the stockholders or of the Board of Directors if notice of such alteration,
      amendment, repeal or adoption of new By-laws be contained in the notice of
      such
      special meeting.  If the power to adopt, amend or repeal By-laws is
      conferred upon the Board of Directors by the Certificate of Incorporation it
      shall not divest or limit the power of the stockholders to adopt, amend or
      repeal By-laws.





STAM1-851999-1