<PAGE>   1
                                                                     EXHIBIT 3.6








                                    BY-LAWS
                                       OF
                                 AIRWAVES, INC.
<PAGE>   2





                                 AIRWAVES, INC.

                                   AMENDMENTS

<TABLE>
<CAPTION>
                                                                    DATE OF
SECTION                   EFFECT OF AMENDMENT                       AMENDMENT
-------                   -------------------                       ---------
<S>                       <C>                                       <C>
</TABLE>




                                      i


<PAGE>   3





                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>              <C>                                                                                                  <C>
SECTION 1.       OFFICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

SECTION 2.       STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.1.    Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.2.    Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.3.    Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.4.    Notice of Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         2.5.    Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 2.5.1.   Waiver in Writing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 2.5.2.   Waiver by Attendance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         2.6.    Fixing of Record Date for Determining Stockholders . . . . . . . . . . . . . . . . . . . . . . . . .   3
         2.6.1.  Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                 2.6.2.   Consent to Corporate Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . .   3
                 2.6.3.   Dividends, Distributions and Other Rights . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.7.    Voting List  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.8.    Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.9.    Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         2.10.   Proxies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 2.10.1.  Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 2.10.2.  Delivery to Corporation; Duration . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         2.11.   Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         2.12.   Voting for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         2.13.   Action by Stockholders Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

SECTION 3.       BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.1.    General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.2.    Number and Tenure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.3.    Annual and Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.4.    Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.5.    Meetings by Telephone  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.6.    Notice of Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 3.6.1.   Personal Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
</TABLE>





                                      ii

<PAGE>   4





<TABLE>
<S>                                                                                                                    <C>
                 3.6.2.Delivery by Mail  8
                 3.6.3.   Delivery by Private Carrier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 3.6.4.   Facsimile Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 3.6.5.   Delivery by Telegraph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 3.6.6.   Oral Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.7.    Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 3.7.1.   In Writing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 3.7.2.   By Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.8.    Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.9.    Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.10.   Presumption of Assent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.11.   Action by Board or Committees Without a Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.12.   Resignation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.13.   Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.14.   Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.15.   Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 3.15.1.  Creation and Authority of Committees  . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 3.15.2.  Minutes of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 3.15.3.  Quorum and Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 3.15.4.  Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 3.15.5.  Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 3.15.6.  Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

SECTION 4.       OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         4.1.    Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         4.2.    Election and Term of Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         4.3.    Resignation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         4.4.    Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         4.5.    Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         4.6.    Chairman of the Board  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         4.7.    President  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         4.8.    Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         4.9.    Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         4.10.   Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         4.11.   Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

SECTION 5.       CONTRACTS, LOANS, CHECKS AND DEPOSITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.1.    Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.2.    Loans to the Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.3.    Check, Drafts, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>





                                     iii

<PAGE>   5





<TABLE>
<S>              <C>                                                                                                   <C>
         5.4.    Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

SECTION 6.       CERTIFICATES FOR SHARES AND THEIR
                 TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.1.    Issuance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.2.    Certificates for Shares  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.3.    Stock Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.4.    Restriction on Transfer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         6.5.    Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         6.6.    Lost or Destroyed Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SECTION 7.       BOOKS AND RECORDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SECTION 8.       ACCOUNTING YEAR  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SECTION 9.       SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SECTION 10.      INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         10.1.   Right to Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         10.2.   Right of Indemnitee to Bring Suit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         10.3.   Nonexclusivity of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         10.4.   Insurance, Contracts and Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         10.5.   Indemnification of Employees and Agents of the Corporation . . . . . . . . . . . . . . . . . . . . .  20
         10.6.   Persons Serving other Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

SECTION 11.      AMENDMENTS OR REPEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

SECTION 12.      OWNERSHIP OR VOTING BY ALIENS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
</TABLE>





                                      iv


<PAGE>   6




                                    BY-LAWS

                                       OF

                                 AIRWAVES, INC.


SECTION 1.       OFFICES

         The principal office of the corporation shall be located at its
principal place of business or such other place as the Board of Directors (the
"Board") may designate.  The corporation may have such other offices, either
within or without the State of Delaware, as the Board may designate or as the
business of the corporation may require from time to time.

SECTION 2.       STOCKHOLDERS

         2.1.    ANNUAL MEETING

         The annual meeting of the stockholders shall be held the first Tuesday
in March in each year at the principal office of the corporation or such other
place designated by the Board for the purpose of electing Directors and
transacting such other business as may properly come before the meeting.  If
the day fixed for the annual meeting is a legal holiday at the place of the
meeting, the meeting shall be held on the next succeeding business day.  If the
annual meeting is not held on the date designated therefor, the Board shall
cause the meeting to be held as soon thereafter as may be convenient.

         2.2.    SPECIAL MEETINGS

         The Chairman of the Board, the President, the Board or the holders of
not less than one-tenth of all the outstanding shares of the corporation
entitled to vote at the meeting may call special meetings of the stockholders
for any purpose.

         2.3.    PLACE OF MEETING

         All meetings shall be held at the principal office of the corporation
or at such other place within or without the State of Delaware designated by
the Board, by any persons entitled to call a meeting hereunder or in a waiver
of notice signed by all of the stockholders entitled to notice of the meeting.
<PAGE>   7





         2.4.    NOTICE OF MEETING

         The Chairman of the Board, the President, the Secretary, the Board, or
stockholders calling an annual or special meeting of stockholders as provided
for herein, shall cause to be delivered to each stockholder entitled to notice
of or to vote at the meeting, either personally or by mail, not less than ten
nor more than sixty days before the meeting, written notice stating the place,
day and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called.  At any time, upon written request
of the holders of not less than the number of outstanding shares of the
corporation specified in subsection 2.2 hereof and entitled to vote at the
meeting, it shall be the duty of the Secretary to give notice of a special
meeting of stockholders to be held on such date and at such place and hour as
the Secretary may fix, not less than ten nor more than sixty days after receipt
of said request, and if the Secretary shall neglect or refuse to issue such
notice, the person making the request may do so and may fix the date for such
meeting.  If such notice is mailed, it shall be deemed delivered when deposited
in the official government mail properly addressed to the stockholder at such
stockholder's address as it appears on the stock transfer books of the
corporation with postage prepaid.  If the notice is telegraphed, it shall be
deemed delivered when the content of the telegram is delivered to the telegraph
company.  Notice given in any other manner shall be deemed delivered when
dispatched to the stockholder's address, telephone number or other number
appearing on the stock transfer records of the corporation.

         2.5.    WAIVER OF NOTICE

                 2.5.1.   WAIVER IN WRITING

         Whenever any notice is required to be given to any stockholder under
the provisions of the By-laws, the Certificate of Incorporation or the General
Corporation Law of the State of Delaware, as now or hereafter amended (the
"DGCL"), a waiver thereof in writing, signed by the person or person entitled
to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.

                 2.5.2.   WAIVER BY ATTENDANCE

         The attendance of a stockholder at a meeting shall constitute a waiver
of notice of such meeting, except when a stockholder attends a 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.





                                       2


<PAGE>   8





         2.6.    FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

                 2.6.1.   MEETINGS

         For the purpose of determining stockholders entitled to notice of and
to vote at any meeting of stockholders or any adjournment thereof, 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 record
date shall not be more than sixty (or the maximum number permitted by
applicable law) nor less than ten 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 and to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held.  A determination of stockholders of record
entitled to notice of and to vote at the meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

                 2.6.2.   CONSENT TO CORPORATE ACTION WITHOUT A MEETING

         For the purpose of determining 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
ten (or the maximum number permitted by applicable law) 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 required by Chapter I of the
DGCL, 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 a corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has been fixed by
the Board and prior action by the Board is required by Chapter I of the DGCL,
the record date for determining stockholders entitled to consent to corporate
action is 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.





                                       3


<PAGE>   9





                 2.6.3.   DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

         For the purpose of determining 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 sixty (or the maximum number permitted by
applicable law) 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.

         2.7.    VOTING LIST

         At least ten days before each meeting of stockholders, a complete list
of the stockholders entitled to vote at such meeting, or any adjournment
thereof, shall be made, arranged in alphabetical order, with the address of and
number of shares held by each stockholder.  This list shall be open to
examination by any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period often days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.  This list shall also be produced and
kept at such meeting for inspection by any stockholder who is present.

         2.8.    QUORUM

         A majority of the outstanding shares of the corporation entitled to
vote, present in person or represented by proxy at the meeting, shall
constitute a quorum at a meeting of the stockholders; provided, that where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy at
the meeting, shall constitute a quorum entitled to take action with respect to
that vote on that matter.  If less than a majority of the outstanding shares
entitled to vote are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
If a quorum is present or represented at a reconvened meeting following such an
adjournment, any business may be transacted that might have been transacted at
the meeting as originally called.  The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.





                                       4


<PAGE>   10





         2.9.    MANNER OF ACTING

         In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater number is required by these By-laws, the Certificate of Incorporation
or the DGCL.  Where a separate vote by a class or classes is required, if a
quorum of such class or classes is present, the affirmative vote of the
majority of outstanding shares of such class or classes present in person or
represented by proxy at the meeting shall be the act of such class or classes.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of Directors.

         2.10.   PROXIES

                 2.10.1.  APPOINTMENT

         Each stockholder entitled to vote at a meeting of stockholders or to,
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy.  Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature or (b) by transmitting or authorizing the
transmission to the intended holder of the proxy or to a proxy solicitation
firm, proxy support service or similar agent duly authorized by the intended
proxy holder to receive such transmission; provided, that any such telegram,
cablegram or other electronic transmission must either set forth or be
accompanied by information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission by which a stockholder has authorized another person to
act as proxy for such stockholder may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall e a complete
reproduction of the entire original writing or transmission.

                 2.10.2.  DELIVERY TO CORPORATION; DURATION

         A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action
in writing.  A proxy shall





                                       5


<PAGE>   11





become invalid three years after the date of its execution unless otherwise
provided in the proxy.  A proxy with respect to a specified meeting shall
entitle the holder thereof to vote at any reconvened meeting following
adjournment of such meeting but shall not be valid after the final adjournment
thereof.

         2.11.   VOTING OF SHARES

         Each outstanding share entitled to vote with respect to the subject
matter of an issue submitted to a meeting of stockholders shall be entitled to
one vote upon each issue.

         2.12.   VOTING FOR DIRECTORS

         Each stockholder entitled to vote at an election of Directors may
vote, in person or by proxy, the number of shares owned by such stockholder for
as many persons as there are Directors to be elected and for whose election
such stockholder has a right to vote.

         2.13.   ACTION BY STOCKHOLDERS WITHOUT A MEETING

         Any action which could be taken at any annual or special meeting of
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 (a) be signed by all stockholders entitled to vote with respect to the
subject matter thereof (as determined in accordance with subsection 2.6.2
hereof and (b) be 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 records of proceeding of
meetings of stockholders.  Delivery made to the corporation's registered office
shall be by hand or by certified mail or registered mail, return receipt
requested.  Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless written consents signed by
all stockholders entitled to vote with respect to the subject matter thereof
are delivered to the corporation, in the manner required by this Section,
within sixty (or the maximum number permitted by applicable law) days of the
earliest dated consent delivered to the corporation in the manner required by
this Section.  The validity of any consent executed by a proxy for a
stockholder pursuant to a telegram, cablegram or other means of electronic
transmission transmitted to such proxy holder by or upon the authorization of
the stockholder shall be determined by or at the direction of the Secretary.  A
written record of the information upon which the person making such
determination relied shall be made and kept in the records of the proceedings
of the stockholders.  Any such consent shall be inserted in the minute book as
if it were the minutes of the stockholders.





                                       6


<PAGE>   12





SECTION 3.       BOARD OF DIRECTORS

         3.1.    GENERAL POWERS

         The business and affairs of the corporation shall be managed by the
Board.

         3.2.    NUMBER AND TENURE

         The Board shall be composed of not less than two nor more than five
Directors, the specific number to be set by resolution of the Board.  The
number of Directors may be changed from time to time by amendment to these
By-laws, but no decrease in the number of Directors shall have the effect of
shortening the term of any incumbent Director.  Unless a Director dies,
resigns, or is removed, he or she shall hold office until the next annual
meeting of stockholders or until his or her successor is elected, whichever is
later.  Directors need not be stockholders of the corporation or residents of
the State of Delaware.

         3.3.    ANNUAL AND REGULAR MEETINGS

         An annual Board meeting shall be held without notice immediately after
and at the same place as the annual meeting of stockholders.  By resolution,
the Board or any committee designated by the Board may specify the time and
place either within or without the State of Delaware for holding regular
meetings thereof without other notice than such resolution.

         3.4.    SPECIAL MEETINGS

         Special meetings of the Board or any committee appointed by the Board
may be called by or at the request of the Chairman of the Board, the President,
the Secretary or, in the case of special Board meetings, any Director and, in
the case of any special meeting of any committee appointed by the Board, by the
Chairman thereof.  The person or persons authorized to call special meetings
may fix any place either within or without the State of Delaware as the place
for holding any special meeting called by them.

         3.5.    MEETINGS BY TELEPHONE

         Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can





                                       7


<PAGE>   13





hear each other.  Participation by such means shall constitute presence in
person at a meeting.

         3.6.    NOTICE OF SPECIAL MEETINGS

         Notice of a special Board or committee meeting stating the place, day
and hour of the meeting shall be given to a Director in writing or orally by
telephone or in person.  Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such
meeting.

                 3.6.1.   PERSONAL DELIVERY

         If notice is given by personal delivery, the notice shall be effective
if delivered to a Director at least two days before the meeting.

                 3.6.2.   DELIVERY BY MAIL

         If notice is delivered by mail, the notice shall be deemed effective
if deposited in the official government mail properly address to a Director at
his or her address shown on the records of the corporation with postage prepaid
at least five days before the meeting.

                 3.6.3.   DELIVERY BY PRIVATE CARRIER

         If notice is given by private carrier, the notice shall be deemed
effective when dispatched to a Director at his or her address shown on the
records of the corporation at least three days before the meeting.

                 3.6.4.   FACSIMILE NOTICE

         If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched
at least two days before the meeting to a Director at his or her telephone
number or other number appearing on the records of the corporation.

                 3.6.5.   DELIVERY BY TELEGRAPH

         If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph company at least
two days before the meeting for delivery to a Director at his or her address
shown on the records of the cooperation.





                                       8


<PAGE>   14





                 3.6.6.   ORAL NOTICE

         If notice is delivered orally, by telephone or in person, the notice
shall be deemed effective if personally given to the Director at least two days
before the meeting.

         3.7.    WAIVER OF NOTICE

                 3.7.1.   IN WRITING

         Whenever any notice is required to be given to any Director under the
provision of these By-laws, the Certificate of Incorporation or the DGCL, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.  Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.

                 3.7.2.   BY ATTENDANCE

         The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
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.

         3.8.    QUORUM

         A majority of the total number of Directors fixed by or in the manner
provided in these By-laws or, if vacancies exist on the Board, a majority of
ilie total number of Directors then serving on the Board, provided, however,
that such number may not be less than one-third of the total number of
Directors fixed by or in the manner provided in these By-laws, shall constitute
a quorum for the transaction of business at any Board meeting.  If less than a
majority are present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.

         3.9.    MANNER OF ACTING

         The act of the majority of the Directors present at a Board or
committee meeting at which there is a quorum shall be the act of the or
committee, unless the vote of a greater number is required by these By-laws,
the Certificate of Incorporation or the DGCL.





                                       9


<PAGE>   15





         3.10.   PRESUMPTION OF ASSENT

         A Director of the corporation present at a Board or committee meeting
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his or her dissent is entered in the
minutes of the meeting, or unless such Director files a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof, or forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
A Director who voted in favor of such action may not dissent.

         3.11.   ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

         Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member.  Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

         3.12.   RESIGNATION

         Any Director may resign at any Wine by delivering written notice to
the Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the corporation.  Any such resignation shall take effect
at the time specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         3.13.   REMOVAL

         At a meeting of stockholders called expressly for that purpose, one or
more members of the Board (including the entire Board) may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of Directors.

         3.14.   VACANCIES

         Any vacancy occurring on the Board may be filled by the affirmative
vote of a majority of the remaining Directors though less than a quorum of the
Board.  A Director elected to fill a vacancy shall be elected for the unexpired
term of his or her predecessor in office.  Any directorship to be filled by
reason of an increase in the number of Directors may be filled by the Board.





                                       10


<PAGE>   16





         3.15.   COMMITTEES

                 3.15.1.  CREATION AND AUTHORITY OF COMMITTEES

         The Board may, by resolution passed by a majority of the number of
Directors fixed by or in the manner provided in these By-laws, appoint standing
or temporary committees, each committee to consist of one or more Directors of
the corporation.  The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the Board establishing
such committee or as otherwise provided in these By-laws, shall have and may
exercise 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 which require it, but no such committee
shall have the power to authority in reference to (a) amending the Certificate
of Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151(a) of the DGCL, fix the designations,
preferences or rights of such shares to the extent permitted under Section 141
of the DGCL), (b) adopting an agreement of merger or consolidation under
Sections 251 or 252 of the DGCL, (c) recommending to the stockholders the sale,
lease or exchange or other disposition of all or substantially all of the
property and assets of the corporation, (d) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (e)
amending these Bylaws; and, unless expressly provided by resolution of the
Board, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the DGCL.

                 3.15.2.  MINUTES OF MEETINGS

         All committees so appointed shall keep regular minutes of their
meetings and shall cause them to be recorded in book kept for that purpose.

                 3.15.3.  QUORUM AND MANNER OF ACTING

         A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction





                                       11


<PAGE>   17





of business at any meeting of such committee but, if less than a majority are
present at a meeting, a majority of such Directors present may adjourn the
meeting from time to time without further notice.  The act of a majority of the
members of a committee present at a meeting at which a quorum is present shall
be the act of such committee.

                 3.15.4.  RESIGNATION

         Any member of any committee may resign at any time by delivering
written notice thereof to the Chairman of the Board, the President, the
Secretary, the Board or the Chairman of such committee.  Any such resignation
shall take effect at the time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                 3.15.5.  REMOVAL

         The Board may remove from office any member of any committee elected
or appointed by it, but only by the affirmative vote of not less than a
majority of the number of Directors fixed by or in the manner provided in these
By-laws.

         3.15.6. COMPENSATION

         By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing.  No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 4.       OFFICERS

         4.1.    NUMBER

         The officers of the corporation shall be a President, a Secretary and
a Treasurer, each of whom shall be elected by the Board.  One or more Vice
Presidents and such other officers and assistant officers, including a Chairman
of the Board, may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these By-laws or as may be provided by
resolution of the Board.  Any officer may be assigned by the Board any
additional title that the Board deems appropriate.  The Board may delegate to
any officer or agent the power to





                                       12


<PAGE>   18





appoint any such subordinate officers or agents and to prescribe their
respective terms of office, authority and duties.  Any two or more offices may
be held by the same person.

         4.2.    ELECTION AND TERM OF OFFICE

         The officers of the corporation shall be elected annually by the Board
at the Board meeting held after the annual meeting of the stockholders.  If the
election of officers is not held at such meeting, such election shall be held
as soon thereafter as a Board meeting conveniently may be held.  Unless an
officer dies, resigns or is removed from office, he or she shall hold office
until the next annual meeting of the Board or until his or her successor is
elected.

         4.3.    RESIGNATION

         Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board.  Any such resignation shall take effect at the time specified therein,
or if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         4.4.    REMOVAL

         Any officer or agent elected or appointed by the Board may be removed
by the Board whenever in its Judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

         4.5.    VACANCIES

         A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

         4.6.    CHAIRMAN OF THE BOARD

         If elected, the Chairman of the Board shall perform such duties as
shall be assigned to him or her by the Board from time to time and shall
preside over meetings of the Board and stockholders unless another officer is
appointed or designated by the Board as Chairman of such meeting.





                                       13


<PAGE>   19





         4.7.    PRESIDENT

         The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over of
the Board and stockholders in the absence of a Chairman of the Board and,
subject to the Board's control, shall supervise and control all of the assets,
business and affairs of the corporation.  The President may sign certificates
for shares of the corporation, deeds, mortgages, bonds, contracts or other
instruments, except when the signing and execution thereof have been expressly
delegated by the Board or by these By-laws to some other officer or agent of
the corporation or are required by law to be otherwise signed or executed by
some other officer or in some other manner.  In general, the President shall
perform all duties incident to the office of President and such other duties as
are prescribed by the Board from time to time.

         4.8.    VICE PRESIDENT

         In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may sign with the
Secretary or any Assistant Secretary certificates for shares of the
corporation.  Vice Presidents shall have, to the extent authorized by the
President of the Board, the same powers as the President to sign deeds,
mortgages, bonds, contracts or other instruments.  Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
President or by the Board.

         4.9.    SECRETARY

         The Secretary shall be responsible for preparation of minutes of
meetings of the Board and stockholders, maintenance of the corporation's
records and stock registers, and authentication of the corporation's records
and shall in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
president or by the Board.  In absence of the Secretary, an Assistant Secretary
may perform the duties of the Secretary.

         4.10.   TREASURER

         If required by the Board, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board shall determine.  The Treasurer shall have charge and
custody of and be responsible for all funds





                                       14


<PAGE>   20





and securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in banks, trust companies or other
depositories selected in accordance with the provision of these By-laws; sign
certificates for shares of the corporation, and in general perform all of the
duties incident to the office of Treasurer and such other duties as from time
to time may be assigned to him or her by the President or by the Board.  In the
absence of the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.

         4.11.   SALARIES

         The salaries of the officers shall be fixed from time to time by the
Board or by any person or person to whom the Board has delegated such
authority.  No officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the corporation.

SECTION 5.       CONTRACTS, LOANS, CHECKS AND DEPOSITS

         5.1.    CONTRACTS

         The Board may authorize any officer or officers, or agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation.  Such authority may be general or confined to
specific instances.

         5.2.    LOANS TO THE CORPORATION

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

         5.3.    CHECK, DRAFTS, ETC.

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





                                       15


<PAGE>   21





         5.4.    DEPOSITS

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

SECTION 6.       CERTIFICATES FOR SHARES AND THEIR
                 TRANSFER

         6.1.    ISSUANCE OF SHARES

         No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

         6.2.    CERTIFICATES FOR SHARES

         Certificates representing shares of the corporation shall be signed by
the Chairman of the Board or a Vice Chairman of the Board, if any, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, any of whose signatures may be a
facsimile.  The Board may in its discretion appoint responsible banks or trust
companies from time to time to act as transfer agents and registrars of the
stock of the corporation; and, when such appointments shall have been made, no
stock certificate shall be valid until countersigned by one of such transfer
agents and registered by one of such registrars.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person was such officer, transfer
agent or registrar at the date of issue.  All certificates shall include on
their face written notice of any restriction which may be imposed on the
transferability of such shares and shall be consecutively numbered or otherwise
identified.

         6.3.    STOCK RECORDS

         The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar.  The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation.  The person in
whose





                                       16


<PAGE>   22





name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

         6.4.    RESTRICTION ON TRANSFER

         Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restriction are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate,
or on the reverse of the certificate if a reference to the legend is contained
on the face, which reads substantially as follows:

                 "The securities evidenced by this certificate have not been
                 registered under the Securities Act of 1933 or any applicable
                 state law, and no interest therein may be sold, distributed,
                 assigned, offered, pledged or otherwise transferred unless (a)
                 there is an effective registration statement under such Act
                 and applicable state securities laws covering any such
                 transaction involving said securities or (b) this corporation
                 receives an opinion of legal counsel for the holder of these
                 securities (concurred in by legal counsel for this
                 corporation) stating that such transaction is exempt from
                 registration or (c) this corporation otherwise satisfies
                 itself that such transaction is exempt from registration.
                 Neither the offering of the securities nor any offering
                 materials have been reviewed by any administrator under the
                 Securities Act of 1933 or any applicable state law.

         6.5.    TRANSFER OF SHARES

         The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document
of transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed
and filed with the Secretary of the corporation.  All certificates surrendered
to the corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificates for a like number of shares shall have
been surrendered and canceled.





                                       17


<PAGE>   23





         6.6.    LOST OR DESTROYED CERTIFICATES

         In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

SECTION 7.       BOOKS AND RECORDS

         The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceeding of its stockholders
and Board and such other records as may be necessary or advisable.

SECTION 8.       ACCOUNTING YEAR

         The accounting year of the corporation shall be the calendar year,
provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.

SECTION 9.       SEAL

         The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.

SECTION 10.      INDEMNIFICATION

         10.1.   RIGHT TO INDEMNIFICATION

         Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or officer of the
corporation or that, being or having been such a Director or officer or an
employee of the corporation, he or she is or was serving at the request of the
corporation as a Director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as such
a Director, officer, employee or agent, shall be indemnified and held harmless
by the corporation to the full extent permitted by the DGCL, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment





                                       18


<PAGE>   24





permits the corporation to provide broader indemnification rights than
permitted prior thereto), or by other applicable law, as then in effect,
against all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement) actually
and reasonably incurred or suffered by such indemnitee in connection therewith
and such indemnification shall continue as to an indemnitee who has ceased to
be a Director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that
except as provided in subsection 10.2 hereof with respect to proceedings
seeking to enforce rights to indemnification, the corporation shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) was
authorized or ratified by the Board.  The right to indemnification conferred in
this subsection 10.1 shall be a contract right and shall include the right to
be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter and "advancement of
expenses"); provided, however, that if the DGCL requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking
(hereinafter an undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final Judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this subsection 10.1 or
otherwise.

         10.2.   RIGHT OF INDEMNITEE TO BRING SUIT

         If a claim under subsection 10.1 hereof is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim.  If successful in whole or in part in any such suit, or in
a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit.  The indemnitee
shall be presumed to be entitled to indemnification under this Section upon
submission of a written claim (and, in an action brought to enforce a claim for
an advancement of expenses, where the required undertaking, if any is required,
has been tendered to the corporation), and thereafter the corporation shall
have the burden of proof to overcome the presumption that the indemnitee is not
so entitled.  Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee
is proper in the circumstances nor an actual determination by the corporation 





                                       19


<PAGE>   25


(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the Indemnitee is not so entitled.

         10.3.   NONEXCLUSIVITY OF RIGHTS

         The rights to indemnification and to the advancement of expenses
conferred in this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, agreement, vote of
stockholders or disinterested Directors, provision of the Certificate of
Incorporation or By-laws of the corporation or otherwise.  Notwithstanding any
amendment to or repeal of this Section, any indemnitee shall be entitled to
indemnification in accordance with the provision hereof with respect to any
acts or omissions of such indemnitee occurring prior to such amendment or
repeal.

         10.4.   INSURANCE, CONTRACTS AND FUNDING

         The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the DGCL.  The corporation, without further stockholder approval, may
enter into contracts with any Director, officer, employee or agent in
furtherance of the provisions of this Section 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 Section.

         10.5.   INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

         The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provision of this Section with respect to the indemnification and advancement
of expenses of Directors and officers of the corporation; provided, however,
that an undertaking shall be made by an employee or agent only if required by
the Board.

         10.6.   PERSONS SERVING OTHER ENTITIES

         Any person who is or was a Director, officer or employee of the
corporation who is or was serving (a) as a Director or officer of another
corporation of which a majority of the





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shares entitled to vote in the election of its Directors is held by the
corporation or (b) in an executive or management capacity in a partnership,
joint venture, trust or other enterprise of which the corporation or a wholly
owned subsidiary of the corporation is a general partner or has a majority
ownership shall be deemed to be so serving at the request of the corporation
and entitled to indemnification and advancement of expenses under subsection
10.1 hereof.

SECTION 11.      AMENDMENTS OR REPEAL

         These By-laws may be amended or repealed and new By-laws may be
adopted by the Board.  The stockholders may also amend and repeal these By-laws
or adopt new By-laws.  All By-laws made by the Board may be amended or repealed
by the stockholders.  notwithstanding any amendment to Section 10 hereof or
repeal of these By-laws, or of any amendment or repeal of any of the procedures
that may be established by the Board pursuant to Section 10 hereof, any
indemnitee shall be entitled to indemnification in accordance with the
provisions hereof and thereof with respect to any acts or omissions of such
indemnitee occurring prior to such amendment or repeal.

SECTION 12.      OWNERSHIP OR VOTING BY ALIENS

         (a)     As used in these By-laws, the word "Allen" shall be construed
to include the following and their representatives: an individual not a citizen
of the United States of America, a partnership unless a majority of the
partners are citizens of the United States of America and have a majority
interest in the partnership profits; a foreign government, a corporation,
joint-stock company or association organized under the laws of a foreign
country; and any other corporation, joint-stock company or association directly
or indirectly controlled by one or more of the foregoing.

         (b)     Not more than one-fifth of the aggregate number of shares of
voting stock of the corporation of any stock outstanding shall at any time be
owned of record or voted by or for the account of Aliens.

         (c)     The ownership of record of shares of stock by of for the
account of Aliens, and the citizenship of transferees thereof, shall be
determined in conformity with regulation prescribed by the Board.  There shall
be maintained separate stock records, a domestic record of shares of stock held
by citizens and a foreign record of shares of stock held by Aliens.

         (d)     Every certificate representing stock issued or transferred to
an Allen shall be marked "Foreign Share Certificate, but under no circumstances
shall certificates representing





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more than one-fifth of the aggregate number of shares of voting stock of any
class outstanding at any one time be so marked, nor shall the total amount of
voting stock represented by Foreign Share Certificates, plus the amount of
voting stock owned by or for the account of Aliens and represented by
certificates not so marked, exceed one-fifth of the aggregate number of shares
of voting stock of any class outstanding.  Every certificate issued not marked
"Foreign Share Certificate" shall be marked "Domestic Share Certificate." Any
stock represented by Foreign Share Certificates may be transferred to either
Aliens or non-Aliens.

         (e)     If, and so long as, the stock records of the corporation shall
disclose that one-fifth of the outstanding shares of voting stock of any class
is owned by Aliens, no transfer of shares of such class represented by Domestic
Share Certificates shall be made to Aliens, and if it shall be found by the
corporation that stock represented by a Domestic Share Certificate is, in fact,
held by or for the account of an Allen, the holder of such stock shall not be
entitled to vote, to receive dividends or to have other right, except the right
to transfer such stock to a citizen of the United States of America.

         (f)     The corporation shall not be owned or controlled directly or
indirectly by any other corporation of which any officer or more than one
fourth of the directors are Aliens, or of which more than one-fourth of the
stock is owned of record or voted by Aliens.

         (g)     The Board may, at any time and from time to time, adopt such
other provision as the Board may deem necessary or desirable to comply with the
provisions of Section 310(a) of the Federal Communications Act as now in effect
or as it may hereafter from time to time be amended, and to carry out the
provisions of this Section 12 and of Article 12 of the Restated Certificate of
Incorporation.

                                     *****

         The foregoing By-laws were adopted by the Board of Directors on June
26th, 1995.  Section 10 hereof ("Indemnification") was approved by the sole
stockholder on June 27th, 1995.



                                                      -------------------------
                                                      Assistant Secretary
     




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