By-Laws







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                                         EXHIBIT 3.(II)

                                     NETWORK VIDEO, INC.

                                        B Y - L A W S

                                          ARTICLE I

                                           OFFICES



        Section 1. The  registered  office  shall be in the City of  Wilmington,

County of New Castle, State of Delaware.



        Section 2. The  corporation  may also have  offices at such other places

both within and without the State of Delaware as the board of directors may from

time to time determine or the business of the corporation may require.



                                          ARTICLE II

                                   MEETINGS OF STOCKHOLDERS

        Section  1.  All  meetings  of the  stockholders  for  the  election  of

directors  shall be held in the  City of  Strongsville,  State of Ohio,  at such

place as may be fixed  from time to time by the board of  directors,  or at such

other  place  either  within  or  without  the  State  of  Delaware  as shall be

designated  from time to time by the board of directors and stated in the notice

of the meeting.  Meetings of  stockholders  for any other purpose may be held at

such time and place, within or without the State of Delaware, as shall be stated

in the notice of the meeting or in a duly executed waiver of notice thereof.







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        Section 2. Annual  meetings of  stockholders,  commencing  with the year

1985,  shall be held on the third Tuesday in August if not a legal holiday,  and

if a legal holiday, then on the next secular day following, at 9:00 A. M., or at

such other date and time as shall be  designated  from time to time by the board

of directors and stated in the notice of the meeting,  at which they shall elect

by a plurality  vote a board of directors,  and transact such other  business as

may properly be brought before the meeting.



        Section 3. Written notice of the annual meeting stating the place,  date

and hour of the meeting shall be given to each  stockholder  entitled to vote at

such meeting not less than ten .nor more' than sixty days before the date of the

meeting.



        Section  4. The  officer  who has  charge  of the  stock  ledger  of the

corporation  shall  prepare and make at least ten days before  every  meeting of

stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the

meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each

stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any  stockholder,  for any purpose

germane to the meeting, during ordinary business hours, for a period of at least

ten days prior to the meeting, either at place within the city where the meeting







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is to be held, which place shall be specified in the notice of the meeting or if

not so specified,  at the place where the meeting is to be held.  The list shall

also be produced and kept at the time and place of the meeting  during the whole

time thereof, and may be inspected by any stockholder who is present.



        Section 5.  Special  meetings  of the  stockholders,  for any purpose or

purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of

incorporation,  may be  called  by the  president  and  shall be  called  by the

president  or  secretary at the request in writing of a majority of the beard of

directors,  or at the  request in writing of  stockholders  owning a majority in

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