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                              AMENDED AND RESTATED
                                CORPORATE BYLAWS
                                       OF
                          NEXT GENERATION NETWORK, INC.

                                    ARTICLE I
                                OFFICES AND SEAL

                  1. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at such location as may be designated from time to
time by the Board of Directors. The Corporation may also maintain such other
offices at such other places, either within or without the State of Delaware, as
may be designated from time to time by the Board of Directors.

                  2. CORPORATE SEAL. A corporate seal shall not be requisite to
the validity of any instrument executed by or on behalf of the Corporation;
nevertheless, if in any instance a corporate seal be used, the same shall be, at
the pleasure of the officer affixing same, a circle having on the circumference
thereof the following: NEXT GENERATION NETWORK, INC.; and in the center the
following: INCORPORATED DELAWARE.

                                   ARTICLE II
                                  STOCKHOLDERS

                  1. STOCKHOLDERS' MEETINGS. All meetings of stockholders shall
be held at such place as may be fixed from time to time by the Board of
Directors, or in the absence of direction by the Board of Directors, by the
President or Secretary of the Corporation, either within or without the State of
Delaware, as shall be stated in the notice of the meeting. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State, as the place for holding such
meeting.

                  2. NOTICE FOR MEETINGS. Written or printed notice stating the
place, day and hour of the meeting and in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) days nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.

                  3. ANNUAL MEETINGS. Annual meetings of stockholders shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting,
stockholders entitled to vote on the election of Directors shall elect a Board
of Directors and transact such other business as may properly be brought before
the meeting.

                  4. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors that has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.
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                  5. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OR RECORD.

                  A. 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, the Board of Directors may fix, in advance, 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 not be more than sixty (60) days nor less than ten (10) days before
the date of such meeting.

                  B. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. 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.

                  C. In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, 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 date shall not be more that ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date is fixed by the Board of Directors for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
these Bylaws, the Certificate of Incorporation or the laws of the State of
Delaware, the record date shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
these Bylaws, the Certificate of Incorporation or the laws of the State of
Delaware, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

                  D. In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders 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, and which record date shall be not more than sixty (60)
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

                  6. LIST OF STOCKHOLDERS. 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 and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder present.

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                  7. QUORUM, ADJOURNMENT. At any meeting of stockholders, or of
an class of stockholders, a majority of the holders of the outstanding shares of
the Corporation or class entitled to vote, represented in person or by proxy,
shall constitute a quorum. If less than said number of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice, other than
announcement at the meeting at which adjournment is taken, until a quorum shall
be present or represented; provided, however, that 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. 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. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

                  8. VOTING.

                  A. At every meeting of stockholders, each stockholder shall be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.

                  B. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be voted or
acted upon after three (3) years from its date, unless the proxy provides for a
longer period.

                  C. When a quorum is present at any meeting, the vote of the
holders of a majority of the voting power present, whether in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the Delaware
General Corporation Law 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.

                  D. Upon the demand of any stockholder, the vote for directors
and upon any question before the meeting shall be by ballot.

                  9. ORDER OF BUSINESS. The order of business at all meeting of
the stockholders, shall be as follows:

                  A. Roll call.
                  B. Proof of notice of meeting or waiver of notice.
                  C. Reading of minutes of preceding meeting.
                  D. Reports of officers.
                  E. Reports of committees.
                  F. Elections, if any.
                  G. Unfinished business.
                  H. New business.

                  10. WAIVER OF NOTICE. Attendance of a stockholder at a meeting
shall constitute waiver of notice of such meeting, except when such attendance
at the meeting is for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Any stockholder
may waive notice of any annual or special meeting of stockholders by executing a
written notice of waiver either before or after the time of the meeting.

                                   ARTICLE III
                               BOARD OF DIRECTORS

                  1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the Corporation and do all

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such lawful acts as are not by statute, the Certificate of Incorporation, or
these Bylaws directed or required to be exercised or done by the stockholders.
The Directors shall in all cases act as a board, and they may adopt such rules
and regulations for the conduct of their meetings and the management of the
Corporation, as they may deem proper, not inconsistent with these Bylaws, the
Certificate of Incorporation of this Corporation, and the laws of the State of
Delaware.

                  2. NUMBER. The number of Directors which shall constitute the
whole board shall be not fewer than three (3) and not more than eleven (11). The
number of Directors shall be set by the Directors. The Directors shall be
elected at the annual meeting of the stockholders or at a special meeting for
the purpose of electing such directors, except as provided in Section 3 of this
Article, and each Director elected shall hold office until the next annual
meeting and his or her successor is elected and qualified, subject to either
death, resignation or removal. Directors need not be stockholders.

                  3. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by the affirmative vote of a majority of the remaining Directors then in office,
although less than a quorum, or by a sole remaining Director, and the Directors
so chosen shall hold office until a special meeting of stockholders entitled to
elect such Directors or Director at a meeting called for such purpose, or the
next annual election and until their successors are duly elected and qualified,
unless sooner displaced. If there are no Directors in office, then an election
of Directors may be held in the manner provided by statute.

                  4. REGULAR MEETINGS. A regular meeting of the Directors, the
first meeting of each newly elected Board of Directors, shall be held without
other notice than this Bylaw immediately after, and at the same place as, the
annual meeting of stockholders. The Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution.

                  5. SPECIAL MEETINGS. Subject to Article III, Section 16 of
these Bylaws, special meetings of the Board may be called by the President or
the Secretary on one (1) day's notice to each Director, either personally, by
mail, by telegram, or by telephone; special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of one (1) Director. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. 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 to the
transaction of any business because the meeting is not lawfully called or
convened. Any Director may waive notice of any annual, regular, or special
meeting of Directors by executing a written notice of waiver either before or
after the time of the meeting.

                  6.       ELECTRONIC COMMUNICATION.
                  A. A conference among Directors by any means of communication
through which the Directors may simultaneously hear each other during the
conference constitutes a board meeting, if the same notice is given of the
conference as would be required by their Bylaws for a meeting, and if the number
of Directors participating in the conference would be sufficient to constitute a
quorum at a meeting. Participation in meeting by such means constitutes presence
in person at the meeting.
                  B. A Director may participate in a board or committee meeting
not described in subparagraph A by any means of communication through which the
Director, other Directors so participating, and all Directors physically present
at the meeting may simultaneously hear each other during the meeting.
Participation in a meeting by that means constitutes presence in person at the
meeting.

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                  7. PLACE OF MEETING. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.

                  8. QUORUM. A majority of the membership of the Board of
Directors or any committee thereof shall constitute a quorum and concurrence of
a majority of those present shall be sufficient to conduct the business of the
Board or committee, except as may be otherwise specifically provided by the
Delaware General Corporation Law or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors or
committee, the Directors then present may adjourn the meeting to another time or
place, without notice other than announcement at the meeting, until a quorum
shall be present. The act of the majority of the Directors present at a meeting
at which a quorum is present shall be the act of the Directors or committee.

                  9. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with minutes of proceedings of the Board or committee.

                  10. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution,
may designate from among its members an executive committee and other
committees, each consisting of three or more Directors. Each such committee
shall serve at the pleasure of the Board, and shall have such authority as is
designated by the Board.

                  11. REMOVAL OF DIRECTORS. Notwithstanding any other provisions
of this Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law,
this Certificate of Incorporation or the Bylaws of the Corporation), any
director or the entire Board of Directors of the Corporation may be removed at
any time, but only for cause and only by the affirmative vote of the holders of
75% or more of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purposes as one class) cast at a meeting of the stockholders called for that
purpose. Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of Preferred Stock shall have the
right, voting separately as a class, to elect one or more directors of the
Corporation, the provisions of this section shall not apply with respect to the
director or directors elected by such holders of Preferred Stock.

                  12. RESIGNATION. A Director may resign at any time by giving
written notice to the Board, the President or the Secretary of the Corporation.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

                  13. PRESUMPTION OF ASSENT. A Director of the Corporation who
is present at a meeting of the Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

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                                   ARTICLE IV
                                    OFFICERS

                  1. NUMBER. The officers of the Corporation shall be a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Directors. The Board of Directors may also choose a Chairman of the Board, a
Vice-Chairman, Chief Executive Officer, Chief Financial Officer, one or more
vice-presidents, one or more assistant secretaries and assistant treasurers, and
other officers and agents as it deems appropriate. Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

                  2. ELECTION AND TERM OF OFFICE. The Board of Directors at its
first meeting after each annual meeting of stockholders shall choose the
officers of the Corporation, each of whom shall serve at the pleasure of the
Board of Directors. The Board of Directors at any time may appoint such other
officers and agents as it shall deem necessary to hold offices at the pleasure
of the Board of Directors and to exercise such powers and perform such duties as
shall be determined from time to time by the Board. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.

                  3. REMOVAL. Any officer or agent elected or appointed by the
Directors may be removed by the Directors whenever in their judgment, the best
interest of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

                  4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Directors for the unexpired portion of the term.

                  5. PRESIDENT. The President shall be the principal executive
officer of the Corporation and subject to the control of the Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of stockholders, and if
a Chairman of the Board shall not have been appointed or, having been appointed,
shall not be serving or be absent, the President shall preside at all meetings
of the Board of Directors. He may sign, with the Secretary, Assistant Secretary,
and Chief Financial Officer or any other proper officer of the Corporation
thereunto authorized by the Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Directors have authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties as may be prescribed by the Directors from time to time.

                  6. VICE-PRESIDENT. In the absence of the President or in event
of his death, inability or refusal to act, the Vice-President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice-President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Directors.

                  7. SECRETARY. The Secretary shall keep the minutes of the
stockholders' and of the Directors' meeting in one or more books provided for
that purpose, see that all notices are duly given in accordance with the
provisions of these Bylaws or as required, be custodian of the corporate records
and of the seal of the Corporation and keep a register of the post office
address of each stockholder which shall be furnished to the Secretary by such
stockholder, have general charge of the stock transfer books of

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the Corporation and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Directors.

                  8. ASSISTANT SECRETARY. The Assistant Secretary, if any (or in
the event there be more than one (1), the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as may
from time to time be prescribed by the Board of Directors.

                  9. TREASURER. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws. He shall render financial statements to the President,
Directors, and stockholders at proper times. The Treasurer shall have charge of
the preparation and filing of such reports, financial statements, and returns as
may be required by law. He shall in general 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 President or by the Directors.

                  10. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
shall have been appointed and be serving, shall preside at all meetings of the
Board of Directors and shall perform such other duties as from time to time may
be assigned to him or her.

                  11. VICE-CHAIRMAN OR THE BOARD. In the absence of the Chairman
or in the event of his death, inability or refusal to act, the Vice-Chairman
shall perform the duties of the Chairman, and when so acting shall have all the
powers and be subject to all the restrictions upon the Chairman. The
Vice-Chairman shall perform such other duties as from time to time may be
assigned to him or her.

                  12. SALARIES. The salaries of the officers shall be fixed from
time to time by the Directors and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Director of the Corporation.

                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

                  1. CONTRACTS. The Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

                  2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Directors. Such authority may be general or
confined to specific instances.

                  3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall from time to time be
determined by resolution of the Directors.

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                  4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Directors may
select.


                                   ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the
Directors. Such certificates shall be signed by two of the following: the
President, the Secretary, the Assistant Secretary, and the Chief Financial
Officer or by such other officers authorized by law and by the Directors. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the stockholders, the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Directors may prescribe.

                  2.       TRANSFERS OF SHARES.

                  A. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office.

                  B. The Corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of Delaware.

                                   ARTICLE VII
                                   FISCAL YEAR

                  The fiscal year of the Corporation shall begin on the first
day of January and end on the last day of December in each year.

                                  ARTICLE VIII
                         REPEAL, ALTERATION OR AMENDMENT

                  The Bylaws may be repealed, altered, or amended, or substitute
Bylaws may be adopted at any time by a majority of the Board of Directors.

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