Exhibit 4.2


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                   THCG, INC.

               (formerly known as Walnut Financial Services, Inc.)


                                    ARTICLE I

                                  Stockholders

                  SECTION 1. Annual Meeting. The annual meeting of stockholders
shall be held at the hour, date and place within or without the United States
which is fixed by the Board of Directors or an officer designated by the Board
of Directors, which time, date and place may subsequently be changed at any time
by vote of the Board of Directors or by such officer so designated.

                  SECTION 2. Matters to be Considered at Annual Meetings. At any
annual meeting or special meeting of stockholders in lieu thereof (the "Annual
Meeting"), only such business shall be conducted, and only such proposals shall
be acted upon, as shall have been properly brought before such Annual Meeting.
To be considered as properly brought before an Annual Meeting, business must be:
(a) specified in the notice of meeting, (b) otherwise properly brought before
the meeting by, or at the direction of, the Board of Directors, or (c) otherwise
properly brought before the meeting by any holder of record (both as of the time
notice of such proposal is given by the stockholder as set forth below and as of
the record date for the Annual Meeting in question) of any shares of capital
stock of the Corporation entitled to vote at such Annual Meeting on such
business who complies with the requirements set forth in this Section 2.

                  In addition to any other applicable requirements, for business
to be properly brought before an Annual Meeting by a stockholder of record of
any shares of capital stock entitled to vote at such Annual Meeting, such
stockholder shall: (i) give timely notice as required by this Section 2 to the
Secretary of the Corporation, and (ii) be present at such meeting, either in
person or by a representative. For the first Annual Meeting following the merger
(the "Merger") of Tower Hill Acquisition Corp., a New York corporation and a
wholly-owned subsidiary of the Corporation, with and into Tower Hill Securities,
Inc., a New York corporation, a stockholder's notice shall be timely if
delivered to, or mailed to and received by, the Corporation at its principal
executive office not later than the close of business on the later of (A) the
75th day prior to the scheduled date of such Annual Meeting or (B) the 15th day
following the day on which public announcement of the date of such Annual
Meeting is first made by the Corporation. For all subsequent Annual Meetings, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not less than 75 days nor
more than 120 days prior to the anniversary date of the immediately preceding
Annual Meeting (the "Anniversary Date"); provided, however, that in the event
the Annual Meeting is scheduled to be held on a date more than 30 days before
the Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not later than the close
of business on the later of (A) the 75th day prior to the scheduled date of such
Annual Meeting, or (B) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation.

                  For purposes of these By-Laws, "public announcement" shall
mean: (i) disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service, (ii) a report or other
document filed publicly with the Securities and Exchange Commission (including,
without limitation, a Current Report on Form 8-K), or (iii) a letter or report
sent to stockholders of record of the Corporation at the close of business on
the day of the mailing of such letter or report.

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                  A stockholder's notice to the Secretary shall set forth as to
each matter proposed to be brought before an Annual Meeting: (i) a brief
description of the business the stockholder desires to bring before such Annual
Meeting and the reasons for conducting such business at such Annual Meeting,
(ii) the name and address, as they appear on the Corporation's stock transfer
books, of the stockholder proposing such business, (iii) the class and number of
shares of the Corporation's capital stock beneficially owned by the stockholder
proposing such business, (iv) the names and addresses of the beneficial owners,
if any, of any capital stock of the Corporation registered in such stockholder's
name on such books, and the class and number of shares of the Corporation's
capital stock beneficially owned by such beneficial owners, (v) the names and
addresses of other stockholders known by the stockholder proposing such business
to support such proposal, and the class and number of shares of the
Corporation's capital stock beneficially owned by such other stockholders, and
(vi) any material interest of the stockholder proposing to bring such business
before such meeting (or any other stockholders known to be supporting such
proposal) in such proposal.

                  If the Board of Directors or a designated committee thereof
determines that any stockholder proposal was not made in a timely fashion in
accordance with the provisions of this Section 2 or that the information
provided in a stockholder's notice does not satisfy the information requirements
of this Section 2 in any material respect, such proposal shall not be presented
for action at the Annual Meeting in question. If neither the Board of Directors
nor such committee makes a determination as to the validity of any stockholder
proposal in the manner set forth above, the presiding officer of the Annual
Meeting shall determine whether the stockholder proposal was made in accordance
with the terms of this Section 2. If the presiding officer determines that any
stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2 or that the information provided in a stockholder's
notice does not satisfy the information requirements of this Section 2 in any
material respect, such proposal shall not be presented for action at the Annual
Meeting in question. If the Board of Directors, a designated committee thereof
or the presiding officer determines that a stockholder proposal was made in
accordance with the requirements of this Section 2, the presiding officer shall
so declare at the Annual Meeting and ballots shall be provided for use at the
meeting with respect to such proposal.

                  Notwithstanding the foregoing provisions of these By-Laws, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder with respect to the matters set forth in this By-Law, and
nothing in this By-Law shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy statement, or the
Corporation's right to refuse inclusion thereof, pursuant to Rule 14a-8 under
the Exchange Act.

                  SECTION 3. Special Meetings. Except as otherwise permitted by
law, special meetings of the stockholders of the Corporation may be called only
by the Chief Executive Officer of the Corporation or the Board of Directors
pursuant to a resolution approved by the affirmative vote of a majority of the
Directors then in office.

                  SECTION 4. Matters to be Considered at Special Meetings. Only
those matters set forth in the notice of the special meeting may be considered
or acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law.

                  SECTION 5. Notice of Meetings; Adjournments. A written notice
of all Annual Meetings stating the hour, date and place of such Annual Meetings
shall be given by the Secretary (or other person authorized by these By-Laws or
by law) not less than 10 days nor more than 60 days before the Annual Meeting,
to each stockholder entitled to vote thereat and to each stockholder who, by law
or under the Articles of Incorporation of the Corporation ("Articles of
Incorporation") or under these By-Laws, is entitled to such notice, by
delivering such notice to him or by mailing it, postage prepaid, addressed to
such stockholder at the address of such stockholder as it appears on the
Corporation's stock transfer books. Such notice shall be deemed to be delivered
when hand delivered to such address or deposited in the mail so addressed, with
postage prepaid.

                  Notice of all special meetings of stockholders shall be given
in the same manner as provided for Annual Meetings, except that the written
notice of all special meetings shall state the purpose or purposes for which the
meeting has been called.

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                  Notice of an Annual Meeting or special meeting of stockholders
need not be given to a stockholder if a written waiver of notice is signed
before or after such meeting by such stockholder or if such stockholder attends
such meeting, unless such attendance was for the express purpose of objecting at
the beginning of the meeting to the transaction of any business because the
meeting was not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any Annual Meeting or special meeting of
stockholders need be specified in any written waiver of notice.

                  The Board of Directors may postpone and reschedule any
previously scheduled Annual Meeting or special meeting of stockholders and any
record date with respect thereto, regardless of whether any notice or public
disclosure with respect to any such meeting has been sent or made pursuant to
Section 2 of this Article I or Section 3 of Article II of these By-Laws or
otherwise. In no event shall the public announcement of an adjournment,
postponement or rescheduling of any previously scheduled meeting of stockholders
commence a new time period for the giving of a stockholder's notice under
Section 2 of this Article I or Section 3 of Article II of these By-Laws.

                  When any meeting is convened, the presiding officer may
adjourn the meeting if (a) no quorum is present for the transaction of business,
(b) the Board of Directors determines that adjournment is necessary or
appropriate to enable the stockholders to consider fully information which the
Board of Directors determines has not been made sufficiently or timely available
to stockholders, or (c) the Board of Directors determines that adjournment is
otherwise in the best interests of the Corporation. When any Annual Meeting or
special meeting of stockholders is adjourned to another hour, date or place,
notice need not be given of the adjourned meeting other than an announcement at
the meeting at which the adjournment is taken of the hour, date and place to
which the meeting is adjourned; provided, however, that if the adjournment is
for more than 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 entitled to vote thereat and each stockholder who, by
law or under the Articles of Incorporation or under these By-Laws, is entitled
to such notice.

                  SECTION 6. Quorum. The holders of shares of voting stock
representing a majority of the voting power of the outstanding shares of voting
stock issued, outstanding and entitled to vote at a meeting of stockholders,
represented in person or by proxy at such meeting, shall constitute a quorum;
but if less than a quorum is present at a meeting, the holders of voting stock
representing a majority of the voting power present at the meeting or the
presiding officer may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 5 of
this Article I. At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly constituted meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

                  SECTION 7. Voting and Proxies. Stockholders shall have one
vote for each share of stock entitled to vote owned by them of record according
to the books of the Corporation, unless otherwise provided by law or by the
Articles of Incorporation. Stockholders may vote either in person or by written
proxy, but no proxy shall be voted or acted upon after eleven months from its
date, unless the proxy provides for a longer period. Proxies shall be filed with
the Secretary of the meeting before being voted. Except as otherwise limited
therein or as otherwise provided by law, proxies shall entitle the persons
authorized thereby to vote at any adjournment of such meeting. A proxy with
respect to stock held in the name of two or more persons shall be valid if
executed by or on behalf of any one of them unless at or prior to the exercise
of the proxy the Corporation receives a specific written notice to the contrary
from any one of them. A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid, and the burden of proving invalidity shall
rest on the challenger.

                  SECTION 8. Action at Meeting. When a quorum is present, any
matter properly brought before any meeting of stockholders shall be decided by
the vote of a majority of the voting power of shares of voting stock present in
person or represented by proxy at such meeting and entitled to vote on such
matter, except where a larger vote is required by law, by the Articles of
Incorporation or by these By-Laws. Any election of Directors by stockholders
shall be determined by a plurality of the votes cast, except where a larger vote
is required by law, by the Articles of Incorporation or by these By-Laws. The
Corporation shall not directly or indirectly vote any shares of its own stock;
provided, however, that the Corporation may vote shares which it holds in a
fiduciary capacity to the extent permitted by law.

<PAGE>

                  SECTION 9. Stockholder Lists. The Secretary (or the
Corporation's transfer agent or other person authorized by these By-Laws or by
law) shall prepare and make 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.
The list shall be made on the earlier of ten days before the meeting for which
the list was prepared or two days after notice of the meeting was given. Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period beginning
on the date the list is made pursuant to the foregoing sentence and continuing
through the meeting and any meeting adjournments, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.

                  SECTION 10. Presiding Officer. The Chairman of the Board or if
there is no Chairman of the Board, or in his absence, one of the Co-Chief
Executive Officers of the Corporation or, in their absence, such other officer
as shall be designated by the Board of Directors shall preside at all Annual
Meetings or special meetings of stockholders and shall have the power, among
other things, to adjourn such meeting at any time and from time to time, subject
to Sections 5 and 6 of this Article I. The order of business and all other
matters of procedure at any meeting of the stockholders shall be determined by
the presiding officer.

                  SECTION 11. Voting Procedures and Inspectors of Elections. The
Corporation shall, in advance of, or at, any meeting of stockholders, appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the presiding officer shall appoint one or
more inspectors to act at the meeting. Any inspector may, but need not, be an
officer, employee or agent of the Corporation. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall perform such duties as
circumstances reasonably require, including the counting of all votes and
ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors. The
presiding officer may review all determinations made by the inspector(s), and in
so doing the presiding officer shall be entitled to exercise his or her sole
judgment and discretion and he or she shall not be bound by any determinations
made by the inspector(s). All determinations by the inspector(s) and, if
applicable, the presiding officer shall be subject to further review by any
court of competent jurisdiction.

                  SECTION 12. No Action by Written Consent. Any action required
or permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of the stockholders and may not be
effected by a consent in writing by any such stockholders.

                                   ARTICLE II
                                    Directors

                  SECTION 1. Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  except as
otherwise provided by the Articles of Incorporation or required by law.

                  SECTION 2. Number and Terms. The number of Directors
constituting the entire Board of Directors of the Corporation shall not be less
than 3 nor more than 12 as fixed by resolution duly adopted from time to time by
the Board of Directors.

                  Commencing on the effective time of the Merger, the Directors
shall be classified, with respect to the term for which they severally hold
office, into three classes, as nearly equal in number as possible. The initial
Class I, II and III Directors shall be appointed by the Board of Directors upon
the effective time of the Merger. The initial Class I Directors shall serve
until the first Annual Meeting after the Merger. The initial Class II Directors
shall serve until the second Annual Meeting after the Merger. The initial Class
III Directors shall serve until the third Annual Meeting after the Merger.
Members of each class shall hold office until their successors are duly elected
and qualified or until their earlier death, disqualification, resignation or
removal. At each succeeding Annual Meeting, the successors of the class of
Directors whose term expires at that meeting shall be elected by a plurality

<PAGE>

vote of all votes cast at such meeting to hold office for a term expiring at the
Annual Meeting held in the third year following the year of their election.

                  SECTION 3. Director Nominations. Nominations of candidates for
election as Directors of the Corporation at any Annual Meeting may be made only
(a) by, or at the direction of, the Board of Directors or (b) by any holder of
record (both as of the time notice of such nomination is given by the
stockholder as set forth below and as of the record date for the Annual Meeting
in question) of any shares of the capital stock of the Corporation entitled to
vote for the election of Directors at such Annual Meeting who complies with the
timing, informational and other requirements set forth in this Section 3. Any
stockholder who seeks to make such a nomination or his representative must be
present in person at the Annual Meeting. Only persons nominated in accordance
with the procedures set forth in this Section 3 shall be eligible for election
as Directors at an Annual Meeting.

                  Nominations, other than those made by, or at the direction of,
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation as set forth in this Section 3. For the first
Annual Meeting following the Merger, a stockholder's notice shall be timely if
delivered to, or mailed to and received by, the Corporation at its principal
executive office not later than the close of business on the later of (A) the
75th day prior to the scheduled date of such Annual Meeting or (B) the 15th day
following the day on which public announcement of the date of such Annual
Meeting is first made by the Corporation. For all subsequent Annual Meetings, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not less than 75 days nor
more than 120 days prior to the Anniversary Date; provided, however, that in the
event the Annual Meeting is scheduled to be held on a date more than 30 days
before the Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the Corporation at its principal executive office not later than the close of
business on the later of (i) the 75th day prior to the scheduled date of such
Annual Meeting or (ii) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation.

                  A stockholder's notice to the Secretary shall set forth as to
each person whom the stockholder proposes to nominate for election or
re-election as a Director: (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation's capital stock
which are beneficially owned by such person on the date of such stockholder
notice, (iv) the consent of each nominee to serve as a Director if elected, and
(v) such information concerning such person as is required to be disclosed
concerning a nominee for election as Director of the Corporation pursuant to the
rules and regulations under the Exchange Act. A stockholder's notice to the
Secretary shall further set forth as to the stockholder giving such notice: (i)
the name and address, as they appear on the Corporation's stock transfer books,
of such stockholder and of the beneficial owners (if any) of the Corporation's
capital stock registered in such stockholder's name and the name and address of
other stockholders known by such stockholder to be supporting such nominee(s),
(ii) the class and number of shares of the Corporation's capital stock which are
held of record, beneficially owned or represented by proxy by such stockholder
and by any other stockholders known by such stockholder to be supporting such
nominee(s) on the record date for the Annual Meeting in question (if such date
shall then have been made publicly available) and on the date of such
stockholder's notice, and (iii) a description of all arrangements or
understandings between such stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder or in connection therewith.

                  If the Board of Directors or a designated committee thereof
determines that any stockholder nomination was not timely made in accordance
with the terms of this Section 3 or that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section 3 in any material respect, then such nomination shall not be considered
at the Annual Meeting in question. If neither the Board of Directors nor such
committee makes a determination as to whether a nomination was made in
accordance with the provisions of this Section 3, the presiding officer of the
Annual Meeting shall determine whether a nomination was made in accordance with
such provisions. If the presiding officer determines that any stockholder
nomination was not timely made in accordance with the terms of this Section 3 or
that the information provided in a stockholder's notice does not satisfy the
information requirements of this Section 3 in any material respect, then such
nomination shall not be considered at the Annual Meeting in question. If the
Board of Directors, a designated committee thereof or the presiding officer
determines that a nomination was made in accordance with the terms of this
Section 3, the

<PAGE>

presiding officer shall so declare at the Annual Meeting and such nominee shall
be eligible for election at the meeting.

                  No person shall be elected by the stockholders as a Director
of the Corporation unless nominated in accordance with the procedures set forth
in this Section. Election of Directors at the Annual Meeting need not be by
written ballot, unless otherwise provided by the Board of Directors or the
presiding officer at such Annual Meeting. If written ballots are to be used,
ballots bearing the names of all the persons who have been nominated for
election as Directors at the Annual Meeting in accordance with the procedures
set forth in this Section shall be provided for use at the Annual Meeting.

                  SECTION 4. Qualification. No Director need be a stockholder of
the Corporation.

                  SECTION 5. Vacancies. Any and all vacancies occurring on the
Board of Directors, including, without limitation, any vacancy created by reason
of an increase in the number of Directors, or resulting from death, resignation,
disqualification, removal or any other cause, may be filled by the affirmative
vote of a majority of the remaining Directors then in office, even if such
remaining Directors constitute less than a quorum of the Board of Directors, or
if such vacancy is not so filled by the remaining Directors, by the stockholders
of the Corporation. Any Director appointed or elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor shall have been duly elected and
qualified or until his or her earlier death, disqualification, resignation or
removal. When the number of Directors is increased or decreased, the Board of
Directors shall determine the class or classes to which the increased or
decreased number of Directors shall be apportioned; provided, however, that no
decrease in the number of Directors shall shorten the term of any incumbent
Director unless such Director is removed as permitted in the Articles of
Incorporation. In the event of a vacancy in the Board of Directors, the
remaining Directors, except as otherwise provided by law, may exercise the
powers of the full Board of Directors until the vacancy is filled.

                  SECTION 6.  Removal.  Directors  may be removed from office in
the manner provided in the Articles of Incorporation.

                  SECTION 7. Resignation. A Director may resign at any time by
giving written notice to the Corporation addressed to a Co-Chief Executive
Officer or the Secretary. A resignation shall be effective upon receipt, unless
the resignation otherwise provides, and need not be accepted by the Corporation.

                  SECTION 8. Regular Meetings. The regular annual meeting of the
Board of Directors shall be held, without notice other than this By-Law, on the
same date and at the same place as the Annual Meeting following the close of
such meeting of stockholders. Other regular meetings of the Board of Directors
may be held at such hour, date and place as the Board of Directors may by
resolution from time to time determine without notice other than such
resolution.

                  SECTION 9. Special Meetings. Special meetings of the Board of
Directors may be called, orally or in writing, by or at the request of a
majority of the Directors then in office or one of the co-Chief Executive
Officers of the Corporation. The person calling any such special meeting of the
Board of Directors may fix the hour, date and place thereof.

                  SECTION 10. Notice of Meetings. Notice of the hour, date and
place of all special meetings of the Board of Directors shall be given to each
Director by the Secretary or the person calling such meeting, or in case of the
death, absence, incapacity or refusal of such person, by a Co-Chief Executive
Officer of the Corporation or such other officer as shall be designated by the
Board of Directors. Notice of any special meeting of the Board of Directors
shall be given to each Director in person, by telephone, or by telex, telecopy
telegram, or other written form of electronic communication, sent to his
business or home address, at least 24 hours in advance of the meeting, or by
written notice sent by next-day delivery courier service to his business or home
address, at least 48 hours in advance of the meeting. Such notice shall be
deemed to be delivered when hand delivered to such address, read to such
Director by telephone, deposited in the mail so addressed, with postage thereon
prepaid if mailed, dispatched or

<PAGE>

transmitted if telexed, telecopied or effected by another written form of
electronic communication, or when delivered to the telegraph company if sent by
telegram.

                  When any Board of Directors meeting, either regular or
special, is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. It shall not be necessary to
give any notice of the hour, date or place of any meeting adjourned for less
than 30 days or of the business to be transacted thereat, other than an
announcement at the meeting at which such adjournment is taken of the hour, date
and place to which the meeting is adjourned.

                  A written waiver of notice signed before or after a meeting by
a Director and filed with the records of the meeting shall be deemed to be
equivalent to notice of the meeting. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because such meeting is not lawfully
called or convened. Except as otherwise required by law, by the Articles of
Incorporation or by these By-Laws, neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

                  SECTION 11. Quorum. At any meeting of the Board of Directors,
a majority of the Directors then in office (but in no event less than one-third
of the entire Board of Directors) shall constitute a quorum for the transaction
of business, but if less than a quorum is present at a meeting, a majority of
the Directors present may adjourn the meeting from time to time, and the meeting
may be held as adjourned without further notice, except as provided in Section
10 of this Article II. Any business which might have been transacted at the
meeting as originally noticed may be transacted at such adjourned meeting at
which a quorum is present.

                  SECTION 12. Action at Meeting. At any meeting of the Board of
Directors at which a quorum is present, a majority of the Directors present may
take any action on behalf of the Board of Directors, unless otherwise required
by law, by the Articles of Incorporation or by these By-Laws.

                  SECTION 13. Action by Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing. Such written consent shall be filed with the records of the meetings of
the Board of Directors and shall be treated for all purposes as a vote at a
meeting of the Board of Directors.

                  SECTION 14. Manner of Participation. Directors may participate
in meetings of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all Directors participating
in the meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-Laws.

                  SECTION 15. Committees. The Board of Directors, by vote of a
majority of the Directors then in office, may elect from its number, one or more
committees, including but not limited to, an Executive Committee, a Compensation
Committee and an Audit Committee, and may delegate thereto some or all of its
powers except those which by law, by the Articles of Incorporation or by these
By-Laws may not be delegated. Except as the Board of Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Board of Directors or in such rules, its
business shall be conducted so far as possible in the same manner as is provided
by these By-Laws for the Board of Directors. All members of such committees
shall hold such offices at the pleasure of the Board of Directors. The Board of
Directors may abolish any such committee at any time. Any committee to which the
Board of Directors delegates any of its powers or duties shall keep records of
its meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, to the extent
permitted by law, but no such rescission shall have retroactive effect.

                  SECTION 16. Compensation of Directors. Directors shall receive
such compensation for their services as shall be determined by a majority of the
Directors then in office provided that Directors who are serving the Corporation
as employees and who receive compensation for their services as such shall not
receive any salary or other compensation for their services as Directors of the
Corporation.

<PAGE>

                                   ARTICLE III
                                    Officers

                  SECTION 1. Enumeration. The officers of the Corporation shall
consist of Co-Chief Executive Officers, a Chief Operating Officer, a Chief
Financial Officer, a Secretary and such other officers, including, without
limitation, a Treasurer, a Chairman of the Board and one or more Vice-Chairmen
of the Board, Vice-Presidents (including Executive Vice Presidents or Senior
Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant
Secretaries, as the Board of Directors may determine.

                  SECTION 2. Election. At the regular annual meeting of the
Board following the Annual Meeting, the Board of Directors shall elect the
Co-Chief Executive Officers, the Chief Operating Officer, the Chief Financial
Officer and the Secretary. Other officers may be elected or appointed by the
Board of Directors at such regular annual meeting of the Board of Directors or
at any other regular or special meeting.

                  SECTION 3. Qualification. No officer need be a stockholder or
a Director. Any person may occupy more than one office of the Corporation at any
time. Any officer may be required by the Board of Directors to give bond for the
faithful performance of his duties in such amount and with such sureties as the
Board of Directors may determine.

                  SECTION 4. Tenure. Except as otherwise provided by the
Articles of Incorporation or by these By-Laws, each of the officers of the
Corporation shall hold office until the regular annual meeting of the Board of
Directors following the next Annual Meeting and until his successor is elected
and qualified or until his earlier death, disqualification, resignation or
removal.

                  SECTION 5. Resignation. Any officer may resign by giving
written notice to the Corporation addressed to a Co-Chief Executive Officer or
the Secretary. A resignation shall be effective upon receipt, unless the
resignation otherwise provides, and need not be accepted by the Corporation.

                  SECTION 6. Removal.  Except as otherwise  provided by law, the
Board of Directors may remove any officer with or without cause at any time.

                  SECTION 7. Absence or Disability. In the event of the absence
or disability of any officer, the Board of Directors may designate another
officer to act temporarily in place of such absent or disabled officer.

                  SECTION 8. Vacancies.  Any vacancy in any office may be filled
for the unexpired portion of the term by the Board of Directors.

                  SECTION 9. Powers and Duties. Each of the officers of the
Corporation shall, unless otherwise ordered by the Board of Directors, have such
powers and duties as generally pertain to the officer's respective office as
well as such powers and duties as from time to time may be conferred upon the
officer by the Board of Directors.

                                   ARTICLE IV
                                  Capital Stock

                  SECTION 1. Certificates of Stock. Each stockholder shall be
entitled to a certificate of the capital stock of the Corporation in such form
as may from time to time be prescribed by the Board of Directors. Such
certificate shall be signed by the Chairman or Vice-Chairman of the Board or a
Co-Chief Executive Officer, the Chief Operating Officer or a Vice President and
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary. The corporate seal and the signatures by Corporation officers, the
transfer agent or the registrar may be facsimiles. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
on such 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 time of its issue. Every certificate for shares of stock which are subject
to any restriction on transfer and every certificate issued when the Corporation
is authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law.

<PAGE>

                  SECTION 2. Transfers. Subject to any restrictions on transfer
and unless otherwise provided by the Board of Directors, shares of stock may be
transferred only on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate theretofore properly
endorsed or accompanied by a written assignment or power of attorney properly
executed, with transfer stamps (if necessary) affixed, and with such proof of
the authenticity of signature as the Corporation or its transfer agent may
reasonably require.

                  SECTION 3. Record Holders. Except as may otherwise be required
by law, by the Articles of Incorporation or by these By-Laws, the Corporation
shall be entitled to treat the record holder of stock as shown on its books as
the owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect thereto, regardless of any transfer, pledge or
other disposition of such stock, and regardless of any notice to the Corporation
until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-Laws.

                  It shall be the duty of each stockholder to notify the
Corporation of his or her post office address and any changes thereto.

                  SECTION 4. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof or entitled to receive payments of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall, unless otherwise required by law, not be more than
sixty nor less than ten days before the date of such meeting. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day on which the first notice is delivered to stockholders.

                                    ARTICLE V
                                 Indemnification

                  The Corporation shall to the fullest extent permitted by Utah
law, as in effect from time to time (but, in the case of any amendment of the
Utah Revised Business Corporation Act, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), indemnify each
person who is or was a Director or officer of the Corporation (or any
predecessor) or of any of its wholly-owned subsidiaries who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, or was or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a Director, officer, employee or agent of the Corporation or of any of
its subsidiaries, or is or was at any time serving, at the request of the
Corporation, any other corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against all expense, liability and loss (including, but not limited to,
attorneys' fees, judgments, fines, excise taxes or penalties with respect to any
employee benefit plan or otherwise, and amounts paid or to be paid in
settlement) incurred or suffered by such Director or officer in connection with
such proceeding; provided, however, that the Corporation shall not be obligated
to indemnify any person under this Article V in connection with a proceeding (or
part thereof) if such proceeding (or part thereof) was initiated by such person,
but was not authorized by the Board of Directors of the Corporation, against (i)
the Corporation or any of its subsidiaries, (ii) any person who is or was a
Director, officer, employee or agent of the Corporation or any of its
subsidiaries and/or (iii) any person or entity which is or was controlled,
controlled by or under common control with the Corporation or has or had
business relations with the Corporation or any of its subsidiaries.

                  Expenses incurred by a person who is or was a Director or
officer of the Corporation (or any predecessor) or any of its wholly-owned
subsidiaries in defending a proceeding shall be paid by the Corporation as they
are incurred in advance of the final disposition of such proceeding 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 or she is not entitled to be
indemnified by the Corporation. Such expenses incurred by former Directors or
other employees or agents of the Corporation may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

<PAGE>

                  For purposes of this Article, the term "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed by the Corporation in a
consolidation or merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, limited liability company, trust or
employee benefit plan; service "at the request of the Corporation" shall
include, without limitation, service as a Director, officer or employee of the
Corporation which imposes duties on, or involves service by, such Director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to any employee benefit plan which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action in or not opposed to the best
interests of the Corporation.

                  Notwithstanding any other provision of these By-laws, no
action by the Corporation, either by amendment to or repeal of this Article or
otherwise, shall diminish or adversely affect any right or protection granted
under this Article to any Director or officer or former Director or officer of
the Corporation (or any predecessor) or of any of its wholly-owned subsidiaries
which shall have become vested as aforesaid prior to the date that any such
amendment, repeal or other corporate action is taken.

                                   ARTICLE VI
                            Miscellaneous Provisions

                  SECTION 1. Fiscal Year. Except as otherwise  determined by the
Board of Directors, the fiscal year of the Corporation shall end on the last day
of December of each year.

                  SECTION 2. Seal.  The Board of  Directors  shall have power to
adopt and alter the seal of the Corporation.

                  SECTION 3. Execution of Instruments. All deeds, leases,
transfers, contracts, bonds, notes and other obligations to be entered into by
the Corporation in the ordinary course of its business without Board of
Directors action may be executed on behalf of the Corporation by the Chairman of
the Board, a Co-Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, any Vice President or any other officer, employee or agent of
the Corporation as the Board of Directors may authorize.

                  SECTION 4. Voting of Securities. Unless otherwise ordered by
the Board of Directors, the Chairman of the Board, a Co-Chief Executive Officer,
the Chief Operating Officer, the Chief Financial Officer and any Vice President
each shall have full power and authority on behalf of the Corporation to attend
and to vote at any meeting of stockholders of any corporation or other entity in
which this Corporation may hold stock or an ownership interest, and may exercise
on behalf of this Corporation any and all of the rights and powers incident to
the ownership of such stock or ownership interest at any such meeting and shall
have power and authority to execute and deliver proxies, waivers and consents on
behalf of the Corporation in connection with the exercise by the Corporation of
the rights and powers incident to the ownership of such stock or ownership
interest. The Board of Directors, from time to time, may confer like powers upon
any other person or persons.

                  SECTION 5. Resident Agent.  The Board of Directors may appoint
a  resident  agent  upon whom  legal  process  may be  served  in any  action or
proceeding against the Corporation.

                  SECTION 6. Corporate Records. The original or attested copies
of the Articles of Incorporation, By-Laws and records of all meetings of the
incorporators, stockholders and the Board of Directors (and committees thereof)
and the stock transfer books, which shall contain the names of all stockholders,
their record addresses and the amount of stock held by each, may be kept outside
the State of Utah and shall be kept at the principal office of the Corporation,
at the office of its counsel or at an office of its transfer agent or at such
other place or places as may be designated from time to time by the Board of
Directors.

                  SECTION 7. Articles of Incorporation. All references in these
By-Laws to the Articles of Incorporation shall be deemed to refer to the
Articles of Incorporation of the Corporation as in effect from time to time
(including all certificates and other instruments which are filed with the
Secretary of State of the State of Utah

<PAGE>

pursuant to the provisions of the Utah Revised Business Corporation Act and
which have the effect of amending or supplementing in some respect the Articles
of Incorporation of the Corporation).

                  SECTION 8.  Amendment of By-Laws.

                  (a) Amendment by Directors. Except as provided otherwise by
law, these By-Laws may be amended or repealed or new By-Laws (not inconsistent
with any provision of law or the Articles of Incorporation) may be adopted, by
the Board of Directors.

                  (b) Amendment by Stockholders. These By-Laws may be amended or
repealed at any Annual Meeting, or special meeting of stockholders called for
such purpose, by the affirmative vote of a majority of the total votes eligible
to be cast on such amendment or repeal by holders of voting stock, voting
together as a single class.