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                                                                    EXHIBIT 3.22


                                    BY-LAWS

                                       OF

                             LWWI BROADCASTING INC.

                            (a Delaware corporation)

                                   ARTICLE I

                                    Offices

        SECTION 1. Registered Office. The registered office of the Corporation
in the State of Delaware shall be 1209 Orange Street, City of Wilmington,
County of New Castle. The name of the registered agent in charge thereof is The
Corporation Trust Company.

        SECTION 2. Other Offices. The Corporation may also have offices at
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

                                   ARTICLE II

                            Meeting of Stockholders

        SECTION 1. Annual Meetings. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place (within or without
the State of Delaware), date and hour as shall be designated in the notice
thereof, except that no annual meeting need be held if all actions, including
the election of directors, required by the General Corporation Law of Delaware
to be taken at a stockholders' annual meeting are taken by written consent in
lieu of a meeting pursuant to Section 9 of this Article II.

        SECTION 2. Special Meetings. Special meetings of the Stockholders for
any purpose or purposes may be called by the Board, the Executive Committee, or
the President or by a stockholder or stockholders holding of record at least
25% of all shares of the Corporation entitled to vote
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thereat to be held at such place (within or without the State of Delaware),
date and hour as shall be designated in the notice thereof.

        SECTION 3. Notice of Meetings. Except as otherwise expressly required
by law, notice of each meeting of the stockholders shall be given not less than
10 nor more than 60 calendar days before the date of the meeting to each
stockholder entitled to vote at such meeting by mailing such notice, postage
prepaid, directed to each stockholder at the address thereof as it appears on
the records of the Corporation. Every such notice shall state the place, date
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.  Except as provided in the
immediately succeeding sentence or as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken. If the adjournment is for more than 30 calendar 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 entitled to vote at such
adjourned meeting.

        A written waiver of notice, signed by a stockholder entitled thereto,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a stockholder in person or by proxy at a stockholders'
meeting shall constitute a waiver of notice to such stockholder of such
meeting, except when such stockholder attends the meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.

        SECTION 4. List of Stockholders. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of its stock ledger
to prepare and make, at least 10 calendar days before every meeting of the
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, during ordinary business hours, for a
period of at least 10 calendar days prior to the meeting either at a place
specified in the notice of the meeting within the city where the meeting is to
be held, or, if not so specified, at the place where the 
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meeting is to be held. Such 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.

        SECTION 5. Quorum. At each meeting of the stockholders, except as
otherwise expressly required by law, stockholders holding a majority of the
shares of stock of the Corporation issued and outstanding, and entitled to be
voted at the meeting, shall be present in person or by proxy to constitute a
quorum for the transaction of business. In the absence of a quorum at any such
meeting or any adjournment or adjournments thereof, a majority in voting
interest of those present in person or by proxy and entitled to vote thereat,
or, in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn such meeting
from time to time until stockholders holding the amount of stock requisite for
a quorum shall be present in person or by proxy. At any such adjourned meeting
at which a quorum may be present, any business may be transacted that might
have been transacted at the meeting as originally called.

        SECTION 6. Organization. At each meeting of the stockholders, one of
the following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:


                  (a) the Chairman of the Board;

                  (b) if there is no Chairman of the Board or if the Chairman
          of the Board shall be absent from such meeting, the President;

                  (c) if the Chairman of the Board and the President shall be
          absent from such meeting, any other officer of the Corporation
          designated by the Board or the Executive Committee to act as chairman
          of such meeting and to preside thereat; or

                  (d) a stockholder of record of the Corporation who shall be
          chosen chairman of such meeting by a majority in voting interest of
          the stockholders present in person or by proxy and entitled to vote
          thereat.

The Secretary or, if he shall be presiding over the meeting in accordance with
the provisions of this Section or if he shall be absent from such meeting, the
person (who shall be an Assistant Secretary, if an Assistant Secretary shall be
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present thereat) whom the chairman of such meeting shall appoint, shall act as
secretary of such meeting and keep the minutes thereof.

        SECTION 7. Order of Business. The order of business at each meeting of
the stockholders shall be determined by the chairman of such meeting, but such
order of business may be changed by a majority in voting interest of those
present in person or by proxy at such meeting and entitled to vote thereat.

        SECTION 8. Voting. Each holder of voting stock of the Corporation
shall, at each meeting of the stockholders, be entitled to one vote in person
or by proxy for each share of stock of the Corporation held by him and
registered in his name on the books of the Corporation

                        (a) on the date fixed pursuant to the provisions of
        Section 4 of Article VIII of these By-laws as the record date for the
        determination of stockholders who shall be entitled to receive notice
        of and to vote at such meeting, or

                        (b) if no record date shall have been so fixed, then at
        the close of business on the day next preceding the day on which notice
        of the meeting shall be given or, if notice shall be waived, at the
        close of business on the day next preceding the day on which the
        meeting shall be held.

Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held by the Corporation, shall neither be entitled to
vote nor be counted for quorum purposes. Any vote of stock of the Corporation
may be given at any meeting of the stockholders by the stockholders entitled to
vote thereon either in person or by proxy appointed by an instrument in writing
delivered to the Secretary or an Assistant Secretary of the Corporation or the
secretary of the meeting. The attendance at any meeting of a stockholder who
may theretofore have given a proxy shall not have the effect of revoking the
same unless he shall in writing so notify the secretary of the meeting prior to
the voting of the proxy. At all meetings of the stockholders, all matters,
except as otherwise provided by law or in these By-laws, shall be decided by
the vote of a majority of the votes cast by stockholders present in person or
by proxy and entitled to vote thereat, a quorum being present. Except as
otherwise 
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expressly required by law, the vote at any meeting of the stockholders on any
question need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot, each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and shall state the number of
shares voted.

        SECTION 9. Action by Written Consent. Except as otherwise provided by
law or by the Certificate of Incorporation, any action required or permitted to
be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock of the Corporation having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares of stock of the Corporation entitled to
vote thereon were present and voted, provided that prompt notice (in the manner
provided in Section 3 of this Article II) of the taking of the action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE III

                               Board of Directors

        SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

        SECTION 2. Number and Term of Office. The Board of Directors shall
consist of three members, but the number of members constituting the Board of
Directors may be increased or decreased from time to time by resolution adopted
by a majority of the whole Board. Directors need not be stockholders or
citizens or residents of the United States of America. Each of the directors of
the Corporation shall hold office until the annual meeting of the stockholders
held next after his election at which his term expires and until his successor
is elected and qualified or until his earlier death or until his earlier
resignation or removal in the manner hereinafter provided.

        SECTION 3. Election. At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of
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votes, up to the number of directors to be elected, shall be the directors.

         SECTION 4. Resignation, Removal and Vacancies. Any director may resign
at any time by giving written notice of his resignation to the Chairman of
the Board, the President or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time
when it shall become effective shall not be specified therein, then it shall
take effect when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.

         A director may be removed, either with or without cause, at any time
by a vote of a majority in voting interest of the stockholders.

         Any vacancy occurring on the Board for any reason may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director. The director elected to fill such vacancy shall hold
office for the unexpired term in respect of which such vacancy occurred.

         SECTION 5. Meetings. (a) Annual Meetings. As soon as practicable after
each annual election of directors, the Board shall meet for the purpose
of organization and the transaction of other business.

         (b)     Regular Meetings.  Regular meetings of the Board shall be held
at such times and places as the Board shall from time to time determine.

         (c)    Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the President or a majority of
the directors at the time in office. Any and all business may be transacted at
a special meeting that may be transacted at a regular meeting of the Board.

         (d)    Place of Meeting. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective
notices or waivers of notice thereof.
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         (e)    Notice of Meetings. Notices of regular meetings of the Board or
of any adjourned meeting need not be given.

         Notices of special meetings of the Board, or of any meeting of any
committee of the Board that has not been fixed in advance as to time and place
by such committee, shall be mailed by the Secretary or an Assistant Secretary
to each director or member of such committee, addressed to him at his residence
or usual place of business, at least two calendar days before the day on which
such meeting is to be held, or shall be sent to him by telegraph, cable or
other form of recorded communication or be delivered personally or by telephone
not later than one calendar day before the day on which such meeting is to be
held. Such notice shall include the time and place of such meeting. Notice of
any such meeting need not be given to any director or member of any committee,
however, if waived by him in writing or by telegraph, cable or other form of
recorded communication, whether before or after such meeting shall be held, or
if he shall be present at such meeting.

         (f)    Quorum and Manner of Acting. Except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, one-half of the total
number of directors shall be present in person at any meeting of the Board in
order to constitute a quorum for the transaction of business at such meeting.
In each case the vote of a majority of those directors present at any such
meeting at which a quorum is present shall be necessary for the passage of any
resolution or any act of the Board, except as otherwise expressly required by
law or these By-laws. In the absence of a quorum for any such meeting, a
majority of the directors present thereat may adjourn such meeting from time to
time until a quorum shall be present thereat.

         (g)    Action by Communication Equipment. The directors, or the
members of any committee of the Board, may participate in a meeting of the
Board, or of such 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 shall constitute presence
in person at such meeting.

         (h)    Action by Consent. Any action required or permitted to be taken
at any meeting of the Board, 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 such writing is filed with
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the minutes of the proceedings of the Board or such committee.

         (i)    Organization. At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence: (a) the Chairman of the Board; (b) the
President; or (c) any director chosen by a majority of the directors present
thereat. The Secretary or, in case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary shall be present thereat) whom
the chairman shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.

         SECTION 6. Compensation. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board may receive a
fixed sum and expenses incurred in performing the functions of director and
member of any committee of the Board. Nothing herein contained shall be
construed so as to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                   Committees

         SECTION 1. Executive Committee. (a) Designation and Membership. The
Board may, by resolution passed by a majority of the whole Board, designate an
Executive Committee consisting of the President and such number of other
directors, not less than one, as the Board shall appoint. Vacancies occurring
on the Executive Committee for any reason may be filled by the Board at any
time. Any member of the Executive Committee shall be subject to removal, with
or without cause, at any time by the Board or by a majority in voting interest
of the stockholders.

         (b)    Functions and Powers. The Executive Committee, subject to any
limitations prescribed by the Board, shall possess and may exercise, during the
intervals between meetings of the Board, all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers that may
require it; provided, however, that the Executive Committee shall not have such
power or authority in reference to amending the Certificate of Incorporation of
the Corporation (except that the
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Executive Committee may, to the extent authorized in resolutions providing for
the issuance of shares of stock adopted by the Board of Directors, fix any of
the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation), adopting an agreement of merger or consolidation under Section
251 or Section 252 of the General Corporation Law of the State of Delaware,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
filling vacancies on the Board, changing the membership or filling vacancies on
the Executive Committee or amending these By-laws. The Executive Committee
shall not have the power and authority to declare dividends, to authorize the
issuance of stock of the Corporation or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law of the State of
Delaware unless such power and authority shall be expressly delegated to it by
a resolution passed by a majority of the whole Board. At each meeting of the
Board, the Executive Committee shall make a report of all action taken by it
since its last report to the Board.

         (c) Meetings, Quorum and Manner of Acting. The Executive Committee
shall meet annually immediately after the annual meeting of the Board if
necessary to elect officers not elected by the Board and shall meet at such
other times and as often as may be deemed necessary and expedient and at such
places as shall be determined by the Executive Committee. A majority of the
Executive Committee shall constitute a quorum, and the vote of a majority of
those members of the Executive Committee present at any meeting thereof at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Executive Committee. The Board may designate a chairman for the
Executive Committee, who shall preside at meetings thereof, and a vice
chairman, who shall preside at such meetings in the absence of the chairman.

         SECTION 2. Other Committees. The Board may, by resolution passed by a
majority of the whole Board, designate other committees of the Board, each such
committee to consist of two or more directors and to have such duties and
functions as shall be provided in such resolution. The
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Board shall have the power to change the members of any such committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE V

                                    Officers

         SECTION 1. Election, Appointment and Term of Office. The officers of
the Corporation shall be a Chairman of the Board, a President, who shall also
be the Chief Executive Officer, such number of Vice Chairmen of the Board and
Vice Presidents (including any Executive, Senior and/or First Vice Presidents)
as the Board may determine from time to time, a Treasurer and a Secretary. Any
two or more offices may be held by the same person. Officers need not be
stockholders of the Corporation or citizens or residents of the United States
of America. The Chairman of the Board, any Vice Chairman of the Board and the
President shall be elected by the Board from among its members at its annual
meeting, and all other officers may be elected by the Board or Executive
Committee, and each such officer shall hold office until the next annual
meeting of the Board or the Executive Committee, as the case may be, and until
his successor is elected or until his earlier death or until his earlier
resignation or removal in the manner hereinafter provided.

         The Board or the Executive Committee may elect or appoint such other
officers as it deems necessary, including a Corporate General Counsel and one
or more Associate or Assistant Corporate General Counsels, Assistant Vice
Presidents, Assistant Treasurers and Assistant Secretaries. Each such officer
shall have such authority and shall perform such duties as may be provided
herein or as the Board or Executive Committee may prescribe.

         If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board or
Executive Committee at which officers are regularly elected or appointed and
until his successor is elected or appointed or until his earlier death or until
his earlier resignation or removal in the manner hereinafter provided.

         SECTION 2. Resignation, Removal and Vacancies. Any officer may resign
at any time by giving written notice
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to the President or the Secretary of the Corporation, and such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, then it shall take effect when
accepted by action of the Board or Executive Committee. Except as aforesaid,
the acceptance of such resignation shall not be necessary to make it effective.

         All officers and agents elected or appointed by the Board or Executive
Committee shall be subject to removal at any time by the Board or the Executive
Committee, as the case may be, with or without cause.

         A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.

         SECTION 3. Duties and Functions. (a) Chairman of the Board. The
Chairman of the Board, who shall be a member thereof, shall preside at all
meetings of the Board and of the stockholders at which he shall be present and
shall perform such other duties and exercise such powers as may from time to
time be prescribed by the Board of Directors or the Executive Committee.

         (b)    Vice Chairmen of the Board. Each Vice Chairman of the Board
shall be a member thereof and shall have such powers and duties as may from
time to time be prescribed by the Board or the Executive Committee.

         (c)    President. The President shall be a member of the Board, shall
be the Chief Executive Officer of the Corporation and shall perform such duties
and exercise such powers as are incident to the office of chief executive, and
shall perform such other duties and exercise such other powers as may from time
to time be prescribed by the Board or the Executive Committee.

         (d)    Vice Presidents. Each Vice President shall have such powers and
duties as shall be prescribed by the Board or the Executive Committee.

         (e)    Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of these By-laws; he shall disburse the funds of the Corporation as
may be ordered by

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the Board or the Executive Committee, making proper vouchers for such
disbursements, and shall render to the President, the Board or the Executive
Committee, whenever the President, the Board or the Executive Committee may
require, and shall present at all annual meetings of the stockholders, a
statement of all his transactions as Treasurer; and, in general, he shall
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Board, the Executive
Committee or the President. To such extent as the Board or Executive Committee
shall deem proper, the duties of the Treasurer may be performed by one or more
assistants, to be appointed by the Board or Executive Committee.

         (f)     Secretary. The Secretary shall keep the records of all
meetings of the stockholders and of the Board and committees of the Board. He
shall affix the seal of the Corporation to all instruments requiring the
corporate seal when the same shall have been signed on behalf of the
Corporation by a duly authorized officer. The Secretary shall be the custodian
of all contracts, deeds, documents and all other indicia of title to properties
owned by the Corporation and of its other corporate records and in general
shall perform all duties and have all powers incident to the office of
Secretary. To such extent as the Board or Executive Committee shall deem
proper, the duties of Secretary may be performed by one or more assistants, to
be appointed by the Board or Executive Committee.

         (g)     Corporate General Counsel. The Corporate General Counsel, if
any, shall have supervision of such legal matters concerning the Corporation as
may be designated by the Board and shall perform such duties as from time to
time may be assigned to him by the Board, the Executive Committee or the
President.

                                   ARTICLE VI

                           Contracts, Checks, Drafts,
                          Bank Accounts, Proxies, etc.

         SECTION 1. Execution of Documents. The President or any other officer,
employee or agent of the Corporation designated by the Board, or designated in
accordance with corporate policy as approved by the Board, shall have power to
execute and deliver deeds, leases, contracts, mortgages, bonds, debentures,
checks, drafts and other orders for the payment of money and other documents
for and in the name of the Corporation, and such power may be delegated
(including power to redelegate) by written instrument to other officers,
employees or agents of the Corporation.
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         SECTION 2. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise in accordance with corporate policy as approved by the Board.

         SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations. The President or any other officer of the Corporation designated
by the Board shall have the authority (a) to appoint from time to time an agent
or agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation, (b) to vote or consent
in respect of such stock or securities and (c) to execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney or other
instruments as he may deem necessary or proper in order that the Corporation
may exercise such powers and rights. The President or any such designated
officer may instruct any person or persons appointed as aforesaid as to the
manner of exercising such powers and rights.

                                  ARTICLE VII

                               Books and Records

         The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board may from time to time
determine.

                                  ARTICLE VIII

                 Shares and Their Transfer; Fixing Record Date

         SECTION 1. Certificate for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board
shall prescribe. Each such certificate shall be signed by, or in the name of
the Corporation by, the Chairman of the Board or the President or a Vice
President and by
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the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may nevertheless be issued
by the Corporation with the same effect as if he were such officer at the date
of issue.

         SECTION 2. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate and the date thereof, and, in the case of cancellation, the date of
cancellation. Except as otherwise expressly required by law, the person in
whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.

         SECTION 3. Lost, Stolen, Destroyed or Mutilated Certificates. The
holder of any stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificate therefor. The
Corporation may issue a new certificate for stock in the place of any
certificate theretofore issued by it and alleged to have been lost, stolen,
destroyed or mutilated, and the Board or the President or the Secretary may, in
its or his discretion, require the owner of the lost, stolen, mutilated or
destroyed certificate or his legal representatives to give the Corporation a
bond in such sum, limited or unlimited, in such form and with such surety or
sureties as the Board shall in its discretion determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, mutilation or destruction of any such certificate or the
issuance of any such new certificate.

         SECTION 4. Fixing Date for Determination of Stockholders of 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 may fix a record date, which shall not precede the date upon which
the resolution fixing the record date is adopted by the Board, and which shall
not be more than 60 nor less than 10 calendar days before the date of such
meeting. If no record date is fixed by the Board, 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
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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; providing, however,
that the Board may fix a new record date for the adjourned meeting.

         (b)     In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
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 and which date
shall not be more than 10 calendar days after the date upon which the
resolution fixing the record date is adopted by the Board. If no record date
has been fixed by the Board, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board is otherwise required, 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
the State of 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 registered office of the
Corporation shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board and prior action by
the Board is required, 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 adopts the resolution taking such
prior action.

         (c)     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 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 60 calendar 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 adopts the resolution relating thereto.
<PAGE>   16
                                                                              16
                                   ARTICLE IX

                                      Seal

         The Board shall provide a corporate seal, which shall be in the form
of a circle and shall bear the full name of the Corporation, the words
"Corporate Seal Delaware" and in figures the year of its incorporation.

                                   ARTICLE X

                                  Fiscal Year

         The fiscal year of the Corporation shall end December 31 in each year,
or on such other date as the Board of Directors shall determine.

                                   ARTICLE XI

                                Indemnification

         SECTION 1. Right to Indemnification. The Corporation shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who is or was involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so
involved in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including without limitation, any action, suit or proceeding by or in the
right of the Corporation to procure a judgment in its favor) (a "Proceeding")
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including, without limitation, any employee
benefit plan) against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such Proceeding; provided, however, that, except as
provided in Section 4(d), the foregoing shall not apply to a director or
officer of the Corporation with respect to a Proceeding that was commenced by
such director or officer prior to a Change in Control (as hereinafter defined).
Such indemnification shall be a contract right and shall include the right to
receive payment in advance of any expenses incurred by the Indemnitee in
connection with such Proceeding, consistent with the provisions of applicable
law as then in effect.
<PAGE>   17
                                                                              17
         SECTION 2. Insurance, Contracts and Funding. The Corporation may
purchase and maintain insurance to protect itself and any person entitled to
indemnification under this Article XI against any expenses, judgments, fines
and amounts paid in settlement as specified in this Article XI, to the fullest
extent permitted by applicable law as then in effect. The Corporation may enter
into contracts with any person entitled to indemnification under this Article
XI in furtherance of the provisions of this Article XI and may create a trust
fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article XI.

         SECTION 3. Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article XI shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled, and
the provisions of this Article XI shall inure to the benefit of the heirs and
legal representatives of any person entitled to indemnity under this Article XI
and shall be applicable to Proceedings commenced or continuing after the
adoption of this Article XI, whether arising from acts or omissions occurring
before or after such adoption.

         SECTION 4. Advancement of Expenses; Procedures; Presumptions and
Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation
of the foregoing provisions, the following procedures, presumptions and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article XI:

         (a)     Advancement of Expenses. All reasonable expenses incurred by
or on behalf of the Indemnitee in connection with any Proceeding shall be
advanced to the Indemnitee by the Corporation within 20 calendar days after the
receipt by the Corporation of a statement or statements from the Indemnitee
requesting such advance or advances from time to time, whether prior to or
after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the expenses incurred by the Indemnitee and, if required by
law at the time of such advance, shall include or be accompanied by an
undertaking by or on behalf of the Indemnitee to repay the amounts advanced if
it should ultimately be determined that the Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article XI.
<PAGE>   18
                                                                              18
         (b)     Procedure for Determination of Entitlement to Indemnification.
(i) To obtain indemnification under this Article XI, an Indemnitee shall
submit to the Secretary of the Corporation a written request, including such
documentation and information as is reasonably available to the Indemnitee and
reasonably necessary to determine whether and to what extent the Indemnitee is
entitled to indemnification (the "Supporting Documentation"). The determination
of the Indemnitee's entitlement to indemnification shall be made not later than
60 calendar days after receipt by the Corporation of the written request for
indemnification together with the Supporting Documentation. The Secretary of
the Corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that the Indemnitee
has requested indemnification.

         (ii)    The Indemnitee's entitlement to indemnification under this
Article XI shall be determined in one of the following ways: (A) by a majority
vote of the Disinterested Directors (as hereinafter defined), if they
constitute a quorum of the Board of Directors; (B) by a written opinion of
Independent Counsel (as hereinafter defined) if (x) a Change in Control (as
hereinafter defined) shall have occurred and the Indemnitee so requests or (y)
a quorum of the Board of Directors consisting of Disinterested Directors is not
obtainable or, even if obtainable, a majority of such Disinterested Directors
so directs; (C) by the stockholders of the Corporation (but only if a majority
of the Disinterested Directors, if they constitute a quorum of the Board of
Directors, presents the issue of entitlement to indemnification to the
stockholders for their determination); or (D) as provided in Section 4(c).

         (iii)   In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
4(b)(ii), a majority of the Disinterested Directors shall select the
Independent Counsel, but only an Independent Counsel to which the Indemnitee
does not reasonably object; provided, however, that if a Change in Control
shall have occurred, the Indemnitee shall select such Independent Counsel, but
only an Independent Counsel to which the Board of Directors does not reasonably
object.
<PAGE>   19
                                                                              19
         (c)     Presumptions and Effect of Certain Proceedings. Except as
otherwise expressly provided in this Article XI, the Indemnitee shall be
presumed to be entitled to indemnification under this Article XI upon
submission of a request for indemnification together with the Supporting
Documentation in accordance with Section 4(b)(i), and thereafter the
Corporation shall have the burden of proof to overcome that presumption in
reaching a contrary determination. In any event, if the person or persons
empowered under Section 4(b) to determine entitlement to indemnification shall
not have been appointed or shall not have made a determination within 60
calendar days after receipt by the Corporation of the request therefor together
with the Supporting Documentation, the Indemnitee shall be deemed to be
entitled to indemnification and the Indemnitee shall be entitled to such
indemnification unless (A) the Indemnitee misrepresented or failed to disclose
a material fact in making the request for indemnification or in the Supporting
Documentation or (B) such indemnification is prohibited by law. The termination
of any Proceeding described in Section 1, or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, adversely affect the right
of the Indemnitee to indemnification or create a presumption that the
Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation or,
with respect to any criminal Proceeding, that the Indemnitee had reasonable
cause to believe that his conduct was unlawful.

         (d)     Remedies of Indemnitee. (i) In the event that a determination
is made pursuant to Section 4(b) that the Indemnitee is not entitled to
indemnification under this Article XI, (A) the Indemnitee shall be entitled to
seek an adjudication of his entitlement to such indemnification either, at the
Indemnitee's sole option, in (x) an appropriate court of the State of Delaware
or any other court of competent jurisdiction or (y) an arbitration to be
conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association; (B) any such judicial proceeding or arbitration shall
be de novo and the Indemnitee shall not be prejudiced by reason of such adverse
determination; and (C) in any such judicial proceeding or arbitration the
Corporation shall have the burden of proving that the Indemnitee is not
entitled to indemnification under this Article XI.
<PAGE>   20
                                                                              20
         (ii)    If a determination shall have been made or deemed to have been
made, pursuant to Section 4(b) or Section 4(c), that the Indemnitee is entitled
to indemnification, the Corporation shall be obligated to pay the amounts
constituting such indemnification within five calendar days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that (x) advancement of expenses is not
timely made pursuant to Section 4(a) or (y) payment of indemnification is not
made within five calendar days after a determination of entitlement to
indemnification has been made or deemed to have been made pursuant to Section
4(b) or 4(c), the Indemnitee shall be entitled to seek judicial enforcement of
the Corporation's obligation to pay to the Indemnitee such advancement of
expenses or indemnification. Notwithstanding the foregoing, the Corporation may
bring an action, in an appropriate court in the State of Delaware or any other
court of competent jurisdiction, contesting the right of the Indemnitee to
receive indemnification hereunder due to the occurrence of an event described
in subclause (A) or (B) of this clause (ii) (a "Disqualifying Event");
provided, however, that in any such action the Corporation shall have the
burden of proving the occurrence of such Disqualifying Event.

         (iii)   The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 4(d) that
the procedures and presumptions of this Article XI are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Article XI.

         (iv)    In the event that the Indemnitee, pursuant to this Section
4(d), seeks a judicial adjudication of or an award in arbitration to enforce
his rights under, or to recover damages for breach of, this Article XI, the
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any expenses actually and reasonably
incurred by him if the Indemnitee prevails in such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication or
arbitration that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by the
Indemnitee in connection with such judicial adjudication or arbitration shall
be prorated accordingly.
<PAGE>   21
                                                                              21
         (e)     Definitions. For purposes of this Section 4:

         (i)     "Change in Control" means a change in control of the
Corporation of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 (the "Act"), whether or not the Corporation is then
subject to such reporting requirement; provided that, without limitation, such
a change in control shall be deemed to have occurred if (A) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Corporation representing 20% or more of the
combined voting power of the Corporation's then outstanding securities without
the prior approval of at least two-thirds of the members of the Board of
Directors in office immediately prior to such acquisition; (B) the Corporation
is a party to a merger or consolidation in which the Corporation is not the
continuing or surviving corporation or pursuant to which shares of the
Corporation's Common Stock would be converted into cash, securities or other
property, other than a merger of the Corporation in which the holders of the
Corporation's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger; (C) there is a sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, the assets of the Corporation, or a liquidation or
dissolution of the Corporation; or (D) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Corporation's stockholders was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute
at least a majority of the Board of Directors.

         (ii)    "Disinterested Director" means a director of the Corporation
who is not or was not a party to the Proceeding in respect of which
indemnification is sought by the Indemnitee.

         (iii)   "Independent Counsel" means a law firm or a member of a law
firm that neither presently is, nor in the past five years has been, retained
to represent: (a) the Corporation or the Indemnitee in any matter material to
either such party or (b) any other party to the Proceeding
<PAGE>   22
                                                                              22
giving rise to a claim for indemnification under this Article XI.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing under the law of the State of Delaware, would have a conflict of
interest in representing either the Corporation or the Indemnitee in an action
to determine the Indemnitee's rights under this Article XI.

         SECTION 5. Effects of Amendments. Neither the amendment or repeal of,
nor the adoption of a provision inconsistent with, any provision of this
Article XI (including, without limitation, this Section 5) shall adversely
affect the rights of any director or officer under this Article XI (i) with
respect to any Proceeding commenced or threatened prior to such amendment,
repeal or adoption of an inconsistent provision or (ii) after the occurrence of
a Change in Control, with respect to any Proceeding arising out of any action
or omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision, in either case, without the written consent of such
director or officer.

         SECTION 6. Severability. If any provision or provisions of this
Article XI shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Article XI (including, without limitation, all portions of
any paragraph of this Article XI containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Article XI (including,
without limitation, all portions of any paragraph of this Article XI containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

         SECTION 7. Indemnification of Employees and Agents. Notwithstanding
any other provision or provisions of this Article XI, the Corporation may
indemnify (including, without limitation, by direct payment) any person (other
than a director or officer of the Corporation) who is or was involved in any
manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any Proceeding by reason of the fact
<PAGE>   23
                                                                              23

that such person is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan) against
any or all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement incurred in connection with such Proceeding.

                                  ARTICLE XII

                                   Amendments

         These By-laws may be amended or repealed by the Board at any regular
or special meeting thereof, subject to the power of the holders of a majority
of the outstanding stock of the Corporation entitled to vote in respect
thereof, by their vote given at an annual meeting or at any special meeting, to
amend or repeal any By-law.