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                                                                   EXHIBIT 3.99







                                     BYLAWS

                                       OF

                                  MW SIGN CORP.





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                                     BYLAWS
                                       OF
                                  MW SIGN CORP.


                                TABLE OF CONTENTS

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<S>                                                                                   <C>
ARTICLE I     OFFICES...................................................................1

    1.        Principal executive or business offices...................................1
    2.        Other offices.............................................................1

ARTICLE II    MEETINGS OF SHAREHOLDERS..................................................1

    1.        Place of meetings.........................................................1
    2.        Annual meeting............................................................1
    3.        Special meetings..........................................................1
    4.        Notice of shareholders' meetings..........................................2
    5.        Manner of giving notice; affidavit of notice..............................2
    6.        Quorum....................................................................3
    7.        Adjourned meeting; notice.................................................3
    8.        Voting....................................................................3
    9.        Waiver of notice or consent by absent shareholders........................4
    10.       Shareholder action by written consent without a meeting...................5
    11.       Record date for shareholder notice of meeting, voting and
                giving consent..........................................................5
    12.       Proxies...................................................................6
    13.       Inspectors of election....................................................6

ARTICLE III   DIRECTORS.................................................................7

    1.        Powers....................................................................7
    2.        Number of directors.......................................................8
    3.        Election and term of office of directors..................................8
    4.        Vacancies.................................................................8
    5.        Place of meetings; telephone meetings.....................................9
    6.        Annual directors' meeting.................................................9
    7.        Other regular meetings....................................................9
    8.        Special meetings..........................................................9
    9.        Quorum...................................................................10
    10.       Waiver of notice.........................................................10
    11.       Adjournment to another time or place.....................................10
    12.       Notice of adjourned meeting..............................................10
    13.       Action without a meeting.................................................10
    14.       Fees and compensation of directors.......................................10
</TABLE>

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<S>           <C>                                                                    <C>
ARTICLE IV    COMMITTEES ..............................................................11

    1.        Executive and other committees of the board .............................11
    2.        Meetings and actions of committees ......................................11

ARTICLE V     OFFICERS ................................................................12

    1.        Officers ................................................................12
    2.        Election of officers.....................................................12
    3.        Subordinate officers ....................................................12
    4.        Removal and resignation of officers .....................................12
    5.        Vacancies in office .....................................................12
    6.        Chairman of the board ...................................................13
    7.        President ...............................................................13
    8.        Vice presidents .........................................................13
    9.        Secretary ...............................................................13
    10.       Chief financial officer..................................................14

ARTICLE VI    INDEMNIFICATION OF DIRECTORS, OFFICERS,
              EMPLOYEES AND OTHER AGENTS ..............................................14

ARTICLE VII   RECORDS AND REPORTS .....................................................15

    1.        Maintenance of shareholder record and inspection by 
                shareholders ..........................................................15
    2.        Maintenance and inspection of bylaws.....................................15
    3.        Maintenance and inspection of minutes and accounting
                records ...............................................................15
    4.        Inspection by directors .................................................16
    5.        Annual report to shareholders ...........................................16
    6.        Financial statements ....................................................16
    7.        Annual statement of general information .................................16

ARTICLE VIII  GENERAL CORPORATE MATTERS ...............................................17

    1.        Record date for purposes other than notice and voting ...................17
    2.        Authorized signatories for checks .......................................17
    3.        Executing corporate contracts and instruments ...........................17
    4.        Certificates for shares .................................................18
    5.        Lost certificates .......................................................18
    6.        Shares of other corporations; how voted..................................18
    7.        Construction and definitions ............................................18

ARTICLE IX AMENDMENTS .................................................................19

    1.        Amendment by board of directors or shareholders..........................19

CERTIFICATE OF SECRETARY
</TABLE>

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                                     BYLAWS
                                       OF
                                  MW SIGN CORP.

                                    ARTICLE I

                                     OFFICES


     1.  Principal executive or business offices. The board of directors shall 
fix the location of the principal executive office of the corporation in the
State of California.

     2.  Other offices. Branch or subordinate offices may be established at any
time and at any place by the board of directors.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     1.  Place of meetings. Meetings of shareholders shall be held at any place
within or outside the State of California designated by the board of directors.
In the absence of a designation by the board, shareholders' meetings shall be
held at the corporation's principal executive office.

     2.  Annual meeting. The annual meeting of shareholders shall be held each
year on a date and at a time designated by the board of directors. At each
annual meeting, directors shall be elected and any other proper business within
the power of the shareholders may be transacted.

     3.  Special meeting. A special meeting of the shareholders may be called at
any time by the board of directors, by the chairman of the board, by the
president or vice president or by one or more shareholders holding shares that
in the aggregate are entitled to cast ten percent or more of the votes at that
meeting.

     If a special meeting is called by anyone other than the board of directors,
the person or persons calling the meeting shall make a request in writing,
delivered personally or sent by registered mail or by telegraphic or other
written communication, to the chairman of the board or the president, vice
president or secretary, specifying the time and date of the meeting, which is
not less than 35 nor more than 60 days after receipt of the request, and the
general nature of the business




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proposed to be transacted. Within 20 days after receipt, the officer receiving
the request shall cause notice to be given to the shareholders entitled to vote,
stating that a meeting will be held at the time requested by the person calling
the meeting, and stating the general nature of the business proposed to be
transacted. If notice is not given within 20 days after receipt of the request,
the person or persons requesting the meeting may give the notice. Nothing
contained in the paragraph shall be construed as limiting, fixing or affecting
the time when a meeting of shareholders called by action of the board may be
held.

     4.  Notice of shareholders' meetings. All notices of meetings of
shareholders shall be sent or otherwise given not fewer than 10 nor more than 60
days before the date of the meeting. The notice shall specify the place, date
and hour of the meeting, and (a) in the case of a special meeting, the general
nature of the business to be transacted, or (b) in the case of the annual
meeting, those matters which the board of directors, at the time of giving the
notice, intends to present for action by the shareholders. If directors are to
be elected, the notice shall include the names of all nominees whom the board
intends, at the time of the notice, to present for election.

     The notice shall also state the general nature of any proposed action to be
taken at the meeting to approve any of the following matters:

         A.   A transaction in which a director has a financial interest, within
the meaning of Section 310 of the California Corporations Code;

         B.   An amendment of the articles of incorporation under Section 902 of
that Code;

         C.   A reorganization under Section 1201 of that Code;

         D.   A voluntary dissolution under Section 1900 of that Code; or

         E.   A distribution in dissolution that requires approval of the
outstanding shares under Section 2007 of that Code.

     5.  Manner of giving notice; affidavit of notice. Notice of any
shareholders' meeting shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address appearing on the corporation's books or given by the
shareholder to the corporation for purposes of notice. If no address appears on
the corporation's books or has been given as specified above, notice shall be
either (a) sent by first-class mail addressed to the shareholder at the
corporation's principal executive office, or (b) published at least once in a
newspaper of general circulation in the county where the corporation's principal
executive office is located. Notice is

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     deemed to have been given at the time when delivered personally or
deposited in the mail or sent by other means of written communication.

     If any notice or report mailed to a shareholder at the address appearing on
the corporation's books is returned marked to indicate that the United States
Postal Service is unable to deliver the document to the shareholder at that
address, all future notices or reports shall be deemed to have been duly given
without further mailing if the corporation holds the document available for the
shareholder on written demand at the corporation's principal executive office
for a period of one year from the date the notice or report was given to all
other shareholders.

     An affidavit of the mailing, or other authorized means of giving notice or
delivering a document, of any notice of shareholders' meeting, report or other
document sent to shareholders may be executed by the corporation's secretary,
assistant secretary or other agent, and shall be filed and maintained in the
minute book of the corporation.

     6.  Quorum. The presence in person or by proxy of the holders of a majority
of the shares entitled to vote at any meeting of the shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Other than to adjourn a meeting, any
action taken by the shareholders must be approved by at least the number of
shares that would constitute a majority of the shares necessary for a quorum.

     7.  Adjourned meeting; notice. Any shareholders' meeting, annual or 
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at that meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 6 of this Article II.

     When any meeting of shareholders, either ANNUAL OR special, is adjourned to
another time and place, notice of the adjourned meeting need not be given if the
time and place are announced at the meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than 45 days from the date set for the original meeting,
in which case the board of directors shall set a new record date. Notice of any
such adjourned meeting, if required, shall be given to each shareholder of
record entitled to vote at the adjourned meeting. At any adjourned meeting, the
corporation may transact any business that might have been transacted at the
original meeting.

     8.  Voting. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with Section 11 of this Article
II, subject to the provisions of Section 702 through 704 of the Corporations
Code of

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California relating to voting shares held by a fiduciary, in the name of a
corporation, or in joint ownership. The shareholders' vote may be by voice or by
ballot; provided, however, that any election for directors must be by ballot if
demanded by any shareholder before the voting has begun. On any matter other
than the election of directors, any shareholder may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote them
against the proposal, but, if the shareholder fails to specify the number of
shares that the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
that the shareholder is entitled to vote. If a quorum is present, or if a quorum
has been present earlier at the meeting but some shareholders have withdrawn,
the affirmative vote of a majority of the shares represented and voting,
provided the shares voting affirmatively also constitute a majority of the
number of shares required for a quorum, shall be the act of the shareholders
unless the vote of a greater number or voting by classes is required by law or
by the articles of incorporation.

     At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes, i.e., cast for any candidate a
number of votes greater than the number of votes which that shareholder normally
would be entitled to cast, unless the candidates' names have been placed in
nomination before commencement of the voting and a shareholder has given notice
at the meeting, before the voting has begun, of the shareholder's intention to
cumulate votes. If any shareholder has given such a notice, then all
shareholders entitled to vote may cumulate their votes for candidates in
nomination, and may give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which that
shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among any or all of the candidates, as the
shareholder thinks fit. The candidates receiving the highest number of votes, up
to the number of directors to be elected, shall be elected.

     9. Waiver of notice or consent by absent shareholders. The transactions of
any meeting of shareholders, either annual or special, however called and
noticed and wherever held, shall be as valid as though they were had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if each person entitled to vote who was not present
in person or by proxy, either before or after the meeting, signs a written
waiver of notice or a consent to holding the meeting or an approval of the
minutes of the meeting. The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
the shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in Section 601(f) of the California
Corporations Code, the waiver of notice or consent is required to state the
general nature of the action or proposed action. All waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.



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     A shareholder's attendance at a meeting also constitutes a waiver of notice
of that meeting, unless the shareholder at the beginning of the meeting objects
to the transaction of any business on the ground that the meeting was not
lawfully called or convened. In addition, attendance at a meeting does not
constitute a waiver of any right to object to consideration of matters required
by law to be included in the notice of the meeting which were not so included,
if that objection is expressly made at the meeting.

     10.   Shareholder action by written consent without a meeting. Any action
that could be taken at an annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, is signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take that action at a meeting which all shares entitled to vote on that
action were present and voted.

     Directors may be elected by written consent of the shareholders without a
meeting only if the written consents of all outstanding shares entitled to vote
are obtained, except that vacancies on the board, other than vacancies created
by removal, not filled by the board may be filled by the written consent of the
holders of a majority of the outstanding shares entitled to vote.

     All consents shall be filed with the secretary of the corporation and shall
be maintained in the corporate records. Any shareholder or other authorized
person who has given a written consent may revoke it by a writing received by
the secretary of the corporation before written consents of the number of shares
required to authorize the proposed action have been filed with the secretary.

     Unless the consents to all shareholders entitled to vote have been
solicited in writing, prompt notice shall be given of any corporate action
approved by shareholders without a meeting by less than unanimous consent to
those shareholders entitled to vote who have not consented in writing. As to
approvals required by California Corporations Code Section 310, transactions in
which a director has a financial interest, Section 317, indemnification of
corporate agents, Section 1201, corporate reorganization, or Section 2007,
certain distributions on dissolution, notice of the approval shall be given at
least 10 days before the consummation of any action authorized by the approval.

     11.   Record date for shareholder notice of meeting, voting and giving
consent. For purposes of determining the shareholders entitled to receive notice
of and vote at a shareholders' meeting or give written consent to corporate
action without a meeting, the board may fix in advance a record date that is not
more than 60 nor less than 10 days before the date of a shareholders' meeting,
or not more than 60 days before any other action. If no record date is fixed:

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           A.    The record date for determining shareholders entitled to 
receive notice of and vote at a shareholders' meeting shall be the business day
next preceding the day on which notice is given, or if notice is waived as
provided in Section 9 in this Article II, the business day next preceding the
day on which the meeting is held.

           B.    The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, if no prior action has
been taken by the board, shall be the day on which the first written consent is
given.

           C.    The record date for determining shareholders for any other
purpose shall be as set forth in Section 1 of Article VIII of these bylaws.

     A determination of shareholders of record entitled to receive notice of and
vote at a shareholders' meeting shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting. However, the
board shall fix a new record date if the adjournment is to a date more than 45
days after the date set for the original meeting.

     Only shareholders of record on the corporation's books at the close of
business on the record date shall be entitled to any of the notice and voting
rights listed above, notwithstanding any transfer of shares on the corporation's
books after the record date, except as otherwise required by law.

     12.   Proxies. Every person entitled to vote for directors or on any other
matter shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy, whether by manual signature, typewriting, telegraphic
transmission or otherwise, by the shareholder or the shareholder's attorney in
fact. A validly executed proxy that does not state that it is irrevocable shall
continue in effect unless (a) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the corporation stating
that the proxy is revoked or by attendance at the meeting and voting in person
by the person executing the proxy or by a subsequent proxy executed by the same
person and presented at the meeting, or (b) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted, provided, however, that no proxy shall
be valid after the expiration of 11 months from the date of the proxy, unless
otherwise provided in the proxy. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Sections
705(e) and 705(f) of the Corporations Code of California.

     13.   Inspectors of election. Before any meeting of shareholders, the board
of directors may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election

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are so appointed, the chairman of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one or three. If
inspectors are appointed at a meeting on the request of one or more shareholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one or three inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.

     These inspectors shall: (a) determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum and the authenticity, validity and effect of proxies; (b) receive
votes, ballots or consents; (c) hear and determine all challenges and questions
in any way arising in connection with the right to vote; (d) count and tabulate
all votes or consents; (e) determine when the polls shall close; (f) determine
the result; and (g) do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.

                                  ARTICLE III

                                    DIRECTORS

     1.     Powers. Subject to the provisions of the California General 
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.


     Without prejudice to these general powers, and subject to the same
limitations, the board of directors shall have the power to:

            A.   Select and remove all officers, agents and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of incorporation and with these bylaws; fix their
compensation, and require from them security for faithful service.

            B.   Change the principal executive office or the principal business
office in the State of California from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency or country and conduct business within or outside the State of
California; and designate any place within or outside the State of California
for the holding of any shareholders' meeting or meetings, including annual
meetings.

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            C.   Adopt, make and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificate.

            D.   Authorize the issuance of shares of stock of the corporation,
in consideration of money paid, labor done, services actually rendered, debts or
securities cancelled or tangible or intangible property actually received.

            E.   Borrow money and incur indebtedness on behalf of the 
corporation, and cause to be executed and delivered promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations and other
evidences of debt and securities.

     2.     Number of directors. The authorized number of directors shall be two
(2), so long as the Corporation has no more than two (2) shareholders, or until
changed by an amendment to the articles of incorporation or by amendment to
these Bylaws adopted by the vote or written consent of a majority of the
outstanding shares entitled to vote; provided however that after the Corporation
has more than two (2) shareholders, the authorized number of directors shall be
three (3), until changed by an amendment to the articles of incorporation or by
an amendment to this Section 2, Article III of these Bylaws, adopted by the vote
or written consent of a majority of the outstanding shares entitled to vote.

     3.     Election and term of office of directors. Directors shall be elected
at each annual meeting of the shareholders to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. No reduction of the authorized number
of directors shall have the effect of removing any director before the
director's term of office expires.

     4.    Vacancies. A vacancy in the board of directors shall be deemed to
exist (a) if a director dies, resigns or is removed by the shareholders or an
appropriate court, (b) if the board of directors declares vacant the office of a
director who has been convicted of a felony or declared of unsound mind by an
order of court, (c) if the authorized number of directors is increased, or (d)
if at any shareholders' meeting at which one or more directors are elected the
shareholders fail to elect the full authorized number of directors to be voted
for at that meeting.

     Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary or the board of directors unless the
notice specifies a later effective date. If the resignation is effective at a
future time, the board may elect a successor to take office when the resignation
becomes effective.

     Except for a vacancy caused by the removal of a director, vacancies on the
board may be filled by a majority of the directors then in office, whether or
not they constitute a quorum, or by a sole remaining director. A vacancy in the
board caused

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by the removal of a director may be filled only by the shareholders, except that
a vacancy created when the board declares the office of a director vacant
because a director has been convicted of a felony or declared of unsound mind
may be filled by the board of directors.

     The shareholders may elect a director at any time to fill a vacancy not
filled by the board of directors.

     The term of office of a director elected to fill a vacancy shall run until
the next annual meeting of the shareholders, and the director shall hold office
until a successor is elected and qualified.

     5.    Place of meetings; telephone meetings. Regular meetings of the board
of directors may be held at any place within or outside the State of California
designated by the board. In the absence of a designation, regular meetings shall
be held at the principal executive office of the corporation. Special meetings
of the board shall be held at any place within or outside the State of
California designated in the notice of the meeting, or if the notice does not
state a place, or if there is no notice, at the principal executive office of
the corporation. Any meeting, regular or special may be held by conference
telephone or similar communication equipment, provided that all directors
participating can hear one another.

     6.    Annual directors' meeting. Immediately after each annual
shareholders' meeting, the board of directors shall hold a regular meeting at
the same place, or at any other place that has been designated by the board of
directors, to consider matters of organization, election of officers and other
business as desired. Notice of this meeting shall not be required unless some
place other than the place of the annual shareholders' meeting has been
designated.

     7.    Other regular meetings. Other regular meetings of the board of
directors shall be held without call at times to be fixed by the board of
directors from time to time. Such regular meetings may be held without notice.

     8.    Special meetings. Special meetings of the board of directors may be
called for any purpose or purposes at any time by the chairman of the board, the
president, any vice president, the secretary or any two directors.

     Special meetings shall be held on four days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph. Oral notice given
personally or by telephone may be transmitted either to the director or to a
person at the director's office who can reasonably be expected to communicate it
promptly to the director. Written notice, if used, shall be addressed to each
director at the address shown on the corporation's records. The notice need not
specify the purpose of the meeting, nor need it specify the place if the meeting
is to be held at the principal executive office of the corporation.

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     9.    Quorum. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn. Every
act or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the board
of directors, subject to the provisions of the Corporations Code of California
as to (a) approval of contracts or transactions in which a director has a direct
or indirect material financial interest, (b) appointment of committees, and (c)
indemnification of directors. A meeting at which a quorum is initially present
may continue to transact business, notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for that meeting.

     10.   Waiver of notice. Notice of a meeting, although otherwise required,
need not be given to any director who (a) either before or after the meeting
signs a waiver of notice or a consent to holding the meeting without being given
notice, (b) signs an approval of the minutes of the meeting, or (c) attends the
meeting without protesting the lack of notice before or at the beginning of the
meeting. Waivers of notice or consents need not specify the purpose of the
meeting. All waivers, consents and approvals of the minutes shall be filed with
the corporate records or made a part of the minutes of the meeting.

     11.   Adjournment to another time or place. Whether or not a quorum is
present, a majority of the directors present may adjourn any meeting to another
time or place.

     12.   Notice of adjourned meeting. Notice of the time and place of resuming
a meeting that has been adjourned need not be given unless the adjournment is
for more than 24 hours, in which case notice shall be given, before the time set
for resuming the adjourned meeting, to the directors who were not present at the
time of the adjournment. Notice need not be given in any case to directors who
were present at the time of adjournment.

     13.   Action without a meeting. Any action required or permitted to be
taken by the board of directors may be taken without a meeting, if all members
of the board of directors shall individually or collectively consent in writing
to that action. Any action by written consent shall have the same force and
effect as a unanimous vote of the board of directors. All written consents shall
be filed with the minutes of the proceedings of the board of directors.

     14.   Fees and compensation of directors. Directors and members of
committees of the board may be compensated for their services, and shall be
reimbursed for expenses, as determined by resolution of the board of directors.
This section shall not be construed to preclude any director from serving the
corporation in any other capacity, as an officer, agent, employee or otherwise,
and receiving compensation for those services.

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                                   ARTICLE IV

                                   COMMITTEES

     1.    Executive and other committees of the board. The board of directors
may, by resolution adopted by a majority of the authorized number of directors,
designate an executive committee or one or more other committees, each
consisting of two or more directors. The board may designate one or more
directors as alternate members of any committee, to replace any absent member at
a committee meeting. The appointment of committee members or alternate members
requires the vote of a majority of the authorized number of directors. A
committee may be granted any of the powers and authority of the board, to the
extent provided in the resolution establishing the committee, except with
respect to:

           A.    Approving any action for which the California Corporations Code
also requires the approval of the shareholders or of the outstanding shares;

           B.    Filling vacancies on the board of directors or any committee of
the board;

           C.    Fixing directors' compensation for serving on the board or a
committee of the board;

           D.    Adopting, amending or repealing bylaws;

           E.    Amending or repealing any resolution of the board of directors
which by its express terms is not amendable or repealable;

           F.    Making distributions to shareholders, except at a rate or in a
periodic amount or within a price range determined by the board of directors; or

           G.    Appointing other committees of the board or their members.

     2.    Meetings and actions of committees. Meetings and actions of
committees shall be governed by bylaw provisions applicable to meetings and
actions of the board of directors, with such changes in the context of those
bylaws as are necessary to substitute the committee and its members for the
board of directors and its members, except that (a) the time of regular meetings
of committees may be determined either by resolution of the board of directors
or by resolution of the committees, (b) special meetings of committees may also
be called by resolution of the board of directors, and (c) notice of special
meetings of committees shall also be given to all alternative members who shall
have the right to attend all meetings of

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the committee. The board of directors may adopt rules for the governance of any
committee not inconsistent with the provisions of these bylaws.

                                    ARTICLE V

                                    OFFICERS

     1.    Officers. The officers of the corporation shall be a president, a
secretary and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers
and such other officers as may be appointed. Any number of offices may be held
by the same person.

     2.    Election of officers. The officers of the corporation shall be chosen
annually by the board of directors, and shall serve at the pleasure of the board
of directors.

     3.    Subordinate officers. The board of directors may appoint other
officers as required by the business of the corporation, whose duties shall be
as provided in the bylaws, or as determined by the board of directors or the
president.

     4.    Removal and resignation of officers. Any officer chosen by the board
of directors may be removed at any time, with or without cause or notice, by the
board of directors. Officers may be employed for a specified term under a
contract of employment if authorized by the board of directors; such officers
may be removed from office at any time under this section, and shall have no
claim against the corporation or individual officers or board members because of
the removal except any right to monetary compensation to which the officer may
be entitled under a contract of employment.

     Any officer may resign at any time by giving written notice to the
corporation. Resignation shall take effect on the date of receipt of the notice,
unless a later time is specified in the notice. Unless otherwise specified in
the notice, acceptance of the resignation is not necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of the corporation
to monetary damages under any contract of employment with the officer.

     5.    Vacancies in office. A vacancy in any office resulting from an
officer's death, resignation, removal, disqualification or from any other cause
shall be filled in the manner prescribed in these bylaws for regular election or
appointment to that office.

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     6.    Chairman of the board. The board of directors may elect a chairman,
who shall preside, if present, at board meetings and shall exercise and perform
such other powers and duties as may be assigned from time to time by the board
of directors. If there is no president, the chairman of the board shall in
addition be the chief executive officer of the corporation, and shall have the
powers and duties of the president.

     7.    President. Except to the extent that the bylaws or the board of
directors assign specific powers and duties to the chairman of the board, the
president shall be the corporation's general manager and chief executive officer
and, subject to the control of the board of directors, shall have general
supervision, direction and control over the corporation's business and its
officers. The managerial powers and duties of the president shall include all
the general powers and duties of management usually vested in the office of
president of a corporation, and the president shall have other powers and duties
as prescribed by the board of directors or the bylaws. The president shall
preside at all meetings of the shareholders and, in the absence of the chairman
of the board or if there is no chairman of the board, shall also preside at
meetings of the board of directors.

     8.    Vice presidents. If desired, one or more vice presidents may be
chosen by the board of directors. In the absence or disability of the president,
the president's duties and responsibilities shall be carried out by the highest
ranking available vice president if vice presidents are ranked, or if not, by a
vice president designated by the board of directors. When so acting, a vice
president shall have all the powers of and be subject to all the restrictions on
the president. Vice presidents of the corporation shall have such other powers
and perform such other duties as are prescribed from time to time by the board
of directors, the bylaws, the president or chairman of the board if there is no
president.

     9.    Secretary. The secretary shall be present at all shareholders'
meetings and all board meetings and shall take the minutes of the meeting. If
the secretary is unable to be present, the secretary or the presiding officer of
the meeting shall designate another person to take the minutes of the meeting.

     The secretary shall keep, or cause to be kept, at the principal executive
office or such other place as designated by the board of directors, a book of
minutes of all meetings and actions of the shareholders, of the board of
directors and of committees of the board. The minutes of each meeting shall
state the time and place the meeting was held, whether it was regular or
special, and, if special, how it was called or authorized, the names of
directors present at a board or committee meeting, the number of shares present
or represented at a shareholders' meetings and an accurate account of the
proceedings.

     The secretary shall keep or cause to be kept a record or duplicate record
of shareholders. This record shall show the names of all shareholders and their

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<PAGE>   17



addresses, the number and classes of shares held by each, the number and date of
share certificates issued to each shareholder and the number and date of
cancellation of any certificates surrendered for cancellation.

     The secretary shall give notice, or cause notice to be given, of all
shareholders' meetings, board meetings and meetings of committees of the board
for which notice is required by statute or by the bylaws. If the secretary or
other person authorized by the secretary to give notice fails to act, notice of
any meeting may be given by any other officer of the corporation.

     10.   Chief financial officer. The chief financial officer shall keep or
cause to be kept adequate books of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings and shares.
The books of account shall at all reasonable times be open to inspection by any
director.

     The chief financial officer shall (a) deposit corporate funds and other
valuables in the corporation's name and to its credit with depositories
designated by the board of directors, (b) make disbursements of corporate funds
as authorized by the board, (c) render a statement of the corporation's
financial condition and an account of all transactions conducted as chief
financial officer whenever requested by the president or the board of directors,
and (d) have other powers and perform other duties as prescribed by the board of
directors or the bylaws.

     Unless the board of directors has elected a separate treasurer, the chief
financial officer shall be deemed to be the treasurer for purposes of giving any
reports or executing any certificates or other documents.

                                   ARTICLE VI

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES AND OTHER AGENTS

     The corporation shall, to the maximum extent permitted by the California
General Corporation Law, have power to indemnify each of its agents against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was an agent of the corporation, and shall have
power to advance to each such agent expenses incurred in defending any such
proceeding to the maximum extent permitted by that law. For purposes of this
article, an "agent" of the corporation includes any person who is or was a
director, officer, employee or other 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, or was a director, officer, employee or agent of a

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<PAGE>   18



corporation which was a predecessor corporation of the corporation or of another
enterprise serving at the request of such predecessor corporation.

                                   ARTICLE VII

                               RECORDS AND REPORTS

     1.    Maintenance of shareholder record and inspection by shareholders. The
corporation shall keep at its principal executive office, or at another office
designated by the board of directors, a record of the names and addresses of all
shareholders and the number and class of shares held by each shareholder.

     A shareholder or shareholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation shall have the
right to inspect and copy the record of shareholders' names and addresses and
shareholdings during usual business hours, on five days' prior written demand on
the corporation.

     The record of shareholders shall also be open to inspection on the written
demand of any shareholder or holder of a voting trust certificate, at any time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or holder of a voting trust certificate. Any
inspection and copying under this section may be made in person or by an agent
or attorney of the shareholder or holder of a voting trust certificate making
the demand.

     2.    Maintenance and inspection of bylaws. The corporation shall keep at
its principal executive office the original or a copy of the bylaws as amended
to date, which shall be open to inspection by the shareholders at all reasonable
times during office hours.

     3.    Maintenance and inspection of minutes and accounting records. The
minutes of proceedings of the shareholders, board of directors and committees of
the board, and the accounting books and records shall be kept at the principal
executive office of the corporation, or at such other place or places as
designated by the board of directors. The minutes shall be kept in written form,
and the accounting books and records shall be kept either in written form or in
a form capable of being converted into written form. The minutes and accounting
books and records shall be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or holder of a voting trust certificate. The
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and make extracts. These rights of inspection shall extend to
the records of each subsidiary of the corporation.

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     4.    Inspection by directors. Every director shall have the absolute right
at any reasonable time to inspect all books, records and documents of every kind
and the physical properties of the corporation and each of its subsidiary
corporations. This inspection by a director may be made in person or by an agent
or attorney and the right of inspection includes the right to copy and make
extracts of documents.

     5.    Annual report to shareholders. as long as there are fewer than 100
shareholders, the requirement of an annual report to shareholders referred to in
Section 1501 of the California Corporations Code is expressly waived. However,
nothing in this provision shall be interpreted as prohibiting the board of
directors from issuing annual or other periodic reports to the shareholders, as
the board considers appropriate.

     6.    Financial statements. The corporation shall keep a copy of each
annual financial statement, quarterly or other periodic income statement and
accompanying balance sheets prepared by the corporation on file in the
corporation's principal executive office for 12 months. These documents shall be
exhibited at all reasonable times, or copies provided, to any shareholder on
demand.

     If no annual report for the last fiscal year has been sent to shareholders,
on written request of any shareholder made not more than 120 days after the
close of the fiscal year the corporation shall deliver or mail to the
shareholder, within 30 days after receipt of the request, a balance sheet as of
the end of that fiscal year and an income statement and statement of changes in
financial position for that fiscal year.

     A shareholder or shareholders holding five percent or more of the
outstanding shares of any class of stock of the corporation may request in
writing an income statement for the most recent three-month, six-month or
nine-month period, ending more than 30 days before the date of the request, of
the current fiscal year, and a balance sheet of the corporation as of the end of
that period. If such documents are not already prepared, the chief financial
officer shall cause them to be prepared and shall deliver the documents
personally or mail them to the requesting shareholders within 30 days after
receipt of the request. A balance sheet, income statement and statement of
changes in financial position for the last fiscal year shall also be included,
unless the corporation has sent the shareholders an annual report of the last
fiscal year.

     Quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of independent accountants engaged
by the corporation or the certificate of an authorized corporate officer stating
that the financial statements were prepared without audit from the corporation's
books and records.

     7.    Annual statement of general information. Every year, during the
calendar month in which the original articles of incorporation were filed with
the California Secretary of State, or during the preceding five calendar months,
the

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<PAGE>   20



corporation shall file a statement with the Secretary of State on the prescribed
form, setting forth the authorized number of directors, the names and complete
business or residence addresses of all incumbent directors, the names and
complete business or residence addresses of the chief executive officer, the
secretary and the chief financial officer, the street address of the
corporation's principal executive office or the principal business office in
this state, a statement of the general type of business constituting the
principal business activity of the corporation, and a designation of the agent
of the corporation for the service of process, all in compliance with Section
1502 of the Corporations Code of California. If there has been no change in the
information contained in the corporation's last annual statement on file in the
Secretary of State's office, the corporation may, in lieu of filing the annual
statement, advise the Secretary of State, on the appropriate form, that no
changes in the required information have occurred during the applicable period.

                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS

     1.    Record date for purposes other than notice and voting. For purposes
of determining the shareholders entitled to receive payment of dividends or
other distributions or entitled to take any lawful action, other than voting at
and receiving notice of shareholders' meetings and giving written consent of the
shareholders without a meeting, the board of directors may fix in advance a
record date which shall not be more than 60 nor less than 10 days before the
date of the dividend payment, distribution or shareholder action. If a record
date is fixed, only shareholders of record at the close of business on that date
shall be entitled to receive the dividend, or distribution or to take the
actions, notwithstanding any transfer of shares on the corporation's books after
the record date, except as otherwise provided by statute.

     If the board of directors does not fix a record date in advance, the record
date shall be at the close of business on the later of the day on which the
board of directors adopts the applicable resolution or the 60th day before the
date of the dividend payment or distribution or the shareholder action.

     2.    Authorized signatories for checks. All checks, drafts, other orders
for payment of money, notes or other evidences of indebtedness issued in the
name of or payable to the corporation shall be signed or endorsed by the person
or persons and in the manner authorized by the board of directors.

     3.    Executing corporate contracts and instruments. Except as otherwise
provided in the articles or in these bylaws, the board of directors by
resolution may authorize any officer or agent to enter into any contract or to
execute any instrument on behalf of the corporation. This authority may be
general or it

                                      -17-







<PAGE>   21




may be confined to specific matters. No officer, agent, employee or other person
purporting to act on behalf of the corporation shall have any authority to bind
the corporation in any way, to pledge the corporation's credit or to render the
corporation liable for any purpose or in any amount, unless that person was
acting with authority duly granted by the board of directors as provided in
these bylaws or unless an unauthorized act was later ratified by the
corporation.


     4.    Certificates for shares. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each shareholder when
any of the shares are fully paid. All certificates shall certify the number of
shares and the class or series of shares represented by the certificate. All
certificates shall be signed in the name of the corporation by (a) either the
chairman of the board of directors, the vice chairman of the board of directors,
the president or any vice president, and (b) either the chief financial officer,
any assistant treasurer, the secretary or any assistant secretary.

     5.    Lost certificates. Except as provided below, no new certificates for
shares shall be issued to replace old certificates unless the old certificate is
surrendered to the corporation for cancellation. If share certificates or
certificates for any other security have been lost, stolen or destroyed, the
board of directors may authorize the issuance of replacement certificates on
terms and conditions as required by the board, which may include a requirement
that the owner give the corporation a bond or other adequate security sufficient
to indemnify the corporation against any claim that may be made against it,
including any expense or liability, on account of the alleged loss, theft or
destruction of the old certificate or the issuance of the replacement
certificate.

     6.    Shares of other corporations; how voted. Shares of other corporations
standing in the name of this corporation shall be voted by one of the following
persons, listed in the order of preference:

           A.    President, or person designated by the president;

           B.    First vice president, or person designated by the first vice
president;

           C.    Other person designated by the board of directors.

           The authority to vote shares granted by this section includes the
authority to execute a proxy in the name of the corporation for the purposes of
voting the shares.

     7.    Construction and definitions. Unless the context requires otherwise,
the general provisions, rules of construction and definitions in Sections 100
through 195 of the California Corporations Code shall govern the construction of
these bylaws. Without limiting the generality of this provision, the

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singular number includes the plural, the plural number includes the singular and
the term "person" includes both a corporation and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

     1.    Amendment by board of directors or shareholders. Except as otherwise
required by law or by the articles of incorporation, these bylaws may be amended
or repealed, and new bylaws may be adopted, by the board of directors or by the
holders of a majority of the outstanding shares entitled to vote.

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<PAGE>   23


                            CERTIFICATE OF SECRETARY

     I certify that:

     1.     I am the presently elected and acting secretary of MW SIGN CORP., a
California corporation; and

     2.     The foregoing bylaws are the bylaws of the corporation as adopted by
unanimous written consent of the board of directors of the corporation on 
[ILLEGIBLE],1991.


                                            /s/ DAVID WEYRICH
                                            ------------------------------------
                                            David Weyrich, Secretary




Bylaws/MWSignCorp