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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             THE CREDIT STORE, INC.

                            (as of October 19, 2000)

                                   I. OFFICES

         Section 1.01. Registered Office. The Corporation shall maintain a
registered office and registered agent within the State of Delaware at such
place within such State as may be designated from time to time by the Board of
Directors of the Corporation.

         Section 1.02. Other Offices. 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.

                                II. STOCKHOLDERS

         Section 2.01. Place of Meetings. Meetings of stockholders may be held
at the principal executive office of the Corporation or at such other place as
may be designated by the Board of Directors or the chief executive officer of
the Corporation.

         Section 2.02. Annual Meetings. An annual meeting of stockholders shall
be held in each calendar year for the election of directors on such date and at
such time as shall be designated from time to time by the Board of Directors.
Any other proper business may be transacted at the annual meeting, provided that
such business is specified in the notice of meeting.

         Section 2.03. Special Meetings. Unless otherwise specifically provided
by law or the Certificate of Incorporation, a special meeting of stockholders,
for any purpose or purposes, may be called only by the Chairman or the chief
executive officer and shall be called by either such officer upon the written
request of a majority of the Board of Directors or by a committee of the Board
of Directors which has been duly designated by the Board of Directors, and whose
powers and authority, as expressly provided in a resolution of the Board of
Directors, include the power to call such meetings. Such request shall state the
purpose or purposes of the proposed meeting. If the authorized officers fail to
cause such meeting to be called within thirty (30) days after receipt of such
request and held within ninety (90) days after receipt of such request, the
directors making the request may call the meeting by giving notice as provided
in these By-Laws at the expense of the Corporation. Business transacted at any
special meeting shall be limited to the purposes stated in the notice of the
meeting.





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         Section 2.04. Notice of Meetings. A written notice stating the place,
date and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be personally delivered or
mailed, postage prepaid, not less then ten (10) nor more than sixty (60) days
before the date of such meeting to each stockholder of record of the Corporation
entitled to vote at such meeting at the stockholder's mailing address shown upon
the records of the Corporation. Service of notice is complete upon mailing.

         Section 2.05. Waiver of Notice. Notice of any annual or special meeting
may be waived either before, at or after such meeting in a writing signed by the
person or persons entitled to the notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transacting of any business because the meeting is not lawfully
called or convened.

         Section 2.06. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the Certificate of Incorporation or these By-Laws,
the holders of a majority of the outstanding capital stock entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum. If a quorum is once present at the meeting, the stockholders may
continue to transact business until adjournment notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

         Section 2.07. Adjourned Meetings. The stockholders present, though less
than a quorum, may, by majority vote, adjourn the meeting from time to time to a
later day or hour or to another place. If the adjournment is for more than
thirty (30) days, or if after adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Otherwise, notice of any
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is taken. At an adjourned meeting at
which a quorum is present or represented by proxy, any business may be
transacted which might have been transacted at the meeting as originally
convened.

         Section 2.08. Voting. Unless otherwise provided in the Certificate of
Incorporation, each stockholder entitled to vote at any meeting of stockholders
shall have one vote for each share of stock having voting power upon the matter
in question which is held by such stockholder and registered in the
stockholder's name on the books of the Corporation as of the applicable record
date. All elections of directors shall be conducted by written ballot, unless
the Certificate of Incorporation otherwise provides. The vote upon any other
question before a meeting need not be by written ballot, and need not be
conducted by inspectors, unless otherwise determined by the Board of Directors
or the officer presiding at the meeting. At all meetings of stockholders for the
election of directors a plurality of the votes cast shall be sufficient to elect
such directors. All other elections and questions at a meeting shall be decided
by a majority vote of the number of shares entitled to vote represented at the
meeting at the time of the vote except where otherwise required by statute, the
Certificate of Incorporation or these By-Laws.



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         Section 2.09. Proxies. Each stockholder entitled to vote at a meeting
of stockholders may authorize another person or persons to act for him or her by
proxy by an instrument executed in writing. If any such instrument designates
two or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one, shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide.

         Section 2.10. Fixing Date for Determination of Stockholders of Record.

         (a) In order that the Corporation may determine the stockholders
entitled (i) to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or (ii) to express consent to corporate action in writing
without a meeting, or (iii) to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall be (X) not more than sixty (60) nor less than ten (10) days before the
date of any such meeting; (Y) not more than ten (10) days after the date upon
which the resolution fixing the record date for any written action is adopted by
the Board of Directors; and (Z) not more than sixty (60) days prior to any other
action.

         (b) If no record date is fixed:

                  (i) The record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day next preceding the day on which notice is given,
         or, if notice is waived, at the close of business on the day next
         preceding the day on which the meeting is held.

                  (ii) The record date for determining stockholders entitled to
         express consent to corporate action in writing without a meeting, when
         no prior action by the Board of Directors is necessary, shall be the
         first day on which a written consent signed by a stockholder is
         delivered to the Corporation.

                  (iii) The record date for determining stockholders for any
         other purpose shall be at the close of business on the day on which the
         Board of Directors adopts the resolution relating thereto.

         (c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         Section 2.11. Action by Written Consent of Stockholders.

         (a) Unless otherwise restricted by the Certificate of Incorporation,
any action required or permitted to be taken at any annual or special meeting of
the stockholders may be



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taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, to
the principal place of business of the Corporation or to the officer or agent of
the Corporation having custody of the minute book of the Corporation. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

         (b) 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, within sixty (60) days of
the earliest dated consent delivered in the manner required by Section 2.11(a)
to the Corporation, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation as required by Section 2.11(a).

         Section 2.12. Stockholder List. The officer who has charge of the stock
ledger shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address 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 (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

                             III. BOARD OF DIRECTORS

         Section 3.01. General Powers; Organization. The business of the
Corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders. The Board of Directors may annually elect a Chairman of the
Board from among its members who shall preside at its meetings, or in his or her
absence the chief executive officer shall so preside, or in his or her absence a
chairman chosen at the meeting shall so preside. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting. Any meeting of the
Board of Directors may be held within or without the State of Delaware.



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         Section 3.02. Number, Qualification and Term of Office. The number of
directors constituting the Board of Directors shall be fixed from time to time
by resolution of the Board of Directors; provided, however, that such number
shall be no less than one or such other minimum number as is required by law.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 3.03 of these By-Laws, and each director elected shall
hold office until his or her successor is elected and qualified. Any director
may resign at any time upon giving written notice to the Corporation. Directors
need not be stockholders.

         Section 3.03. Vacancies. Vacancies (whether existing or to take effect
at a future date), and newly created directorships resulting from any increase
in the authorized number of directors, may be filled by a majority of the
directors then in office, in their sole discretion and whether or not
constituting less than a quorum, and the directors so chosen shall hold office
until the next election of directors and until their successors are duly elected
and qualified, or until their earlier resignation, retirement or removal.

         Section 3.04. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as may be designated
from time to time by the Board of Directors.

         Section 3.05. Special Meetings. Special meetings of the Board of
Directors may be called from time to time by the Chairman, if any, or the chief
executive officer, and, upon request by any two directors, shall be called by
the Chairman or the chief executive officer.

         Section 3.06. Notice of Special Meetings. Notice of each special
meeting of the Board of Directors stating the place, date and hour of the
meeting shall be given to each director by mail not less than forty-eight (48)
hours, or personally or by telephone, telegram, telex or cable not less than
twenty-four (24) hours, before the date and hour of the meeting.

         Section 3.07. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived either before, at, or after such meeting in a writing
signed by each director or directors to whom the notice was not duly given.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except when the director attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

         Section 3.08. Quorum. Unless otherwise specifically provided by law,
the Certificate of Incorporation or these By-Laws, at all meetings of the Board
of Directors, a majority of the total number of directors shall constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.



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         Section 3.09. Committees of Directors.

         (a) The Board of Directors may, by resolution adopted by a majority of
the total number of directors, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation and to have such
name as may be determined by the Board of Directors. The Board of Directors 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.

         (b) Any committee, to the extent allowed by law and provided in the
resolution designating the committee, may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation and
may authorize the corporate seal, if any, to be affixed to all papers that may
require it.

         (c) Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. Unless the Board of
Directors otherwise provides, each committee may make, alter and repeal rules
for the conduct of its business. In the absence of such rules each committee
shall conduct its business in the same manner as the Board of Directors conducts
it business pursuant to these By-Laws.

         Section 3.10. Conference Communications. Directors may participate in
any meeting of the Board of Directors, or of any duly constituted committee
thereof, by means of a conference telephone conversation or other comparable
method of communication by which all persons participating in the meeting can
hear and communicate to each other. For the purpose of establishing a quorum and
taking any action at the meeting, such directors participating pursuant to this
Section 3.10 shall be deemed present in person at the meeting; and the place of
the meeting shall be the place of origination of the conference telephone
conversation or other comparable method of communication.

         Section 3.11. Action by Written Consent of Directors. Any action
required or permitted to be taken at a meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all directors or committee
members consent thereto in writing and the writing or writings are filed with
the minutes of proceedings of the Board of Directors or the committee.

         Section 3.12. Compensation. The Board of Directors shall have the
authority to fix the compensation of directors. Nothing herein shall preclude
any director from serving this Corporation in any other capacity and receiving
compensation therefor.

                                  IV. OFFICERS

         Section 4.01. Number. The Board of Directors shall elect a President, a
Secretary and a Treasurer, and it may, if it so determines, elect a Chairman of
the Board from among its members. The Board of Directors may also choose one or
more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers or any other officers or agents



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as the Board of Directors by a majority vote of the total number of directors
may designate. Any person may hold two or more offices.

         Section 4.02. Election, Term of Office and Qualifications. The Board of
Directors shall elect the officers of the Corporation, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
not inconsistent with these By-Laws as shall be determined from time to time by
the Board of Directors. All officers of the Corporation shall hold their offices
until their respective successors are elected and qualified, or until their
respective offices are eliminated by vote of the majority of all directors, or
until their earlier resignation, retirement or removal. Officers may be, but
need not be, directors. Any officer may resign at any time upon written notice
to the Corporation.

         Section 4.03. Compensation. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of Directors or by the
chief executive officer if authorized by the Board of Directors.

         Section 4.04. Removal and Vacancies. Any officer may be removed from
office, with or without cause, by a majority vote of the total number of
directors, but such removal shall be without prejudice to the contract rights of
such officer, if any, with the Corporation. Any vacancy occurring in any office
of the Corporation may be filled by the Board of Directors.

         Section 4.05. Chief Executive Officer. The chief executive officer
shall have the general powers and duties of management and supervision usually
vested in and imposed upon the chief executive officer of a corporation. During
the absence or disability of the Chairman or if there be no Chairman, the chief
executive officer, if the chief executive officer is a member of the Board of
Directors, shall preside at all meetings of the Board of Directors and
stockholders.

         Section 4.06. Chairman of the Board. The Chairman, if one is elected,
shall preside at all meetings of the Board of Directors. The Chairman shall also
preside at all meetings of the stockholders.

         Section 4.07. President. The President, subject to the control of the
Board of Directors, shall have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. If there is no chief executive officer, or in
the absence or disability of the chief executive officer, the President shall
carry out the duties of the chief executive officer. During the absence or
disability of the Chairman and chief executive officer or if there be no
Chairman or chief executive officer, the President, if the President is a member
of the Board of Directors, shall preside at all meetings of the Board of
Directors and stockholders.

         Section 4.08. Vice-Presidents. During the absence or disability of the
President, the Vice-President (or in the event there be more than one
Vice-President, the Vice-Presidents in the order designated by the Board of
Directors or, in the absence of any designation, in the


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order they were first elected as Vice-Presidents) shall perform the duties and
have the authority of the President.

         Section 4.09. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders, the Board of Directors and any committees in a
book to be kept for that purpose, and shall maintain the stock ledger and
prepare the stockholder list as required by these By-Laws. The Secretary shall
duly give notice of all meetings of the stockholders, special meetings of the
Board of Directors and meetings of its committees, if any.

         Section 4.10. Treasurer. The Treasurer shall keep accurate accounts of
all moneys of the Corporation received or disbursed. He or she shall deposit all
moneys, drafts and checks in the name of and to the credit of the Corporation in
such banks and depositories as a majority of the whole Board of Directors shall
from time to time designate. The Treasurer shall have power to endorse for
deposit all notes, checks and drafts received by the Corporation. He or she
shall disburse the funds of the Corporation as ordered by the Board of
Directors, making proper vouchers therefor. The Treasurer shall render to the
Board of Directors or the chief executive officer of the Corporation, whenever
required, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation.

         Section 4.11. Authority and Other Duties. All officers of the
Corporation shall be subject to the supervision and direction of the Board of
Directors and, in addition to the foregoing authority and duties, all officers
of the Corporation shall respectively have such authority and perform such other
duties in the management of the business of the Corporation as may be designated
from time to time by the Board of Directors. Unless prohibited by a resolution
approved by the affirmative vote of a majority of the directors present, an
officer elected or appointed by the Board may, without the approval of the
Board, delegate some or all of the duties and powers of his or her office to
other persons.

                               V. INDEMNIFICATION

         Section 5.01 Indemnification. The Corporation shall indemnify such
persons, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by subsections (a)
through (e) of Section 145 of the Delaware General Corporation Law, as amended
from time to time.

         Section 5.02 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
and incurred by such person in or arising from that capacity, whether or not the
Corporation would otherwise be required or permitted to indemnify the person
against the liability. The Company shall not be obligated under these By-Laws to
make any payment in connection with any claim made against any person if and to
the extent that such person has actually received payment therefor under any
insurance policy or policies.



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         Section 5.03. Good Faith Defined, Etc. For purposes of any
determination of whether a person is entitled to indemnification, such person
shall be deemed to have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his or her conduct was unlawful, if such person relied on the
records or books of account of the Corporation or other enterprise, or on
information supplied to him or her by the officers of the Corporation or other
enterprise, or on information or records given or reports made to the
Corporation or other enterprise by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the Corporation
or other enterprise. The term "other enterprise" as used in this Section 5.03
shall mean any enterprise other than the Corporation, including any corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise as
to which such person is or was serving at the request of the Corporation as a
director, officer, employee or trustee. The provisions of this Section 5.03
shall not be deemed to be exclusive or to limit in any way the circumstances in
which a person may be deemed to have met the applicable standard of conduct set
forth in Section 145 of the Delaware General Corporation Law, as amended from
time to time.

         Section 5.04. Right to Indemnification Upon Application; Procedure Upon
Application; Etc.

         (a) Any indemnification under these By-Laws shall be made no later than
forty-five (45) days after receipt by the Corporation of the written request of
the director, officer, employee or trustee or former director, officer, employee
or trustee unless a determination is made within said 45-day period in
accordance with Section 5.03 that such person has not met the applicable
standard of conduct.

         (b) The right to indemnification or expense advances under these
By-Laws shall be enforceable by the director, officer, employee or trustee or
former director, officer, employee or trustee in any court of competent
jurisdiction. Neither the absence of any prior determination that
indemnification is proper in the circumstances, nor a prior determination that
indemnification is not proper in the circumstances, shall be a defense to the
action or create a presumption that the director, officer, employee or trustee
or former director, officer, employee or trustee has not met the applicable
standard of conduct. The expenses (including attorneys' fees and expenses)
incurred by the director, officer, employee or trustee or former director,
officer, employee or trustee in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action (or in any
action or claim brought by him or her to recover under any insurance policy or
policies referred to in Section 5.02) shall also be indemnified by the
Corporation.

         (c) If any person is entitled under any provision of these By-Laws to
indemnification by the Corporation for some or a portion of expenses, judgments,
fines, penalties or amounts paid in settlement incurred by him or her, but not,
however, for the total amount thereof, the Corporation shall nevertheless
indemnify such person for the portion of such expenses, judgments, fines,
penalties and amounts to which he or she is entitled.



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         Section 5.05. Certain Persons Not Entitled to Indemnification.
Notwithstanding any other provision of these By-Laws, no person shall be
entitled to indemnification or expense advances under these By-Laws with respect
to any action, suit, proceeding or claim brought or made by him or her against
the Corporation, other than an action, suit, proceeding or claim seeking, or
defending such person's right to, indemnification and/or expense advances
pursuant to these By-Laws or otherwise.

         Section 5.06. Non-Exclusivity and Survival of Indemnification. Except
as otherwise provided in Section 5.05, but notwithstanding any other provision
of these By-Laws, it is the policy of the Corporation that indemnification and
expense advances shall be made to the fullest extent permitted by law, and,
accordingly, in the event of any change in law, by legislation or otherwise,
permitting greater indemnification and/or expense advances, the provisions of
these By-Laws shall be construed so as to require such greater indemnification
and/or expense advances. The provisions of these By-Laws shall not be deemed to
preclude the indemnification of any person whom the Corporation has the power to
indemnify under the provisions of the General Corporation Law of the State of
Delaware or otherwise. All rights to indemnification and advancement of expenses
under these By-Laws shall be deemed to be provided by a contract between the
Corporation and the director, officer, employee or trustee who serves in such
capacity at any time while these By-Laws are in effect. Any repeal or
modification of the indemnification provisions of these By-Laws shall not affect
any rights or obligations then existing.

         Section 5.07. Successors; Meaning of "Corporation". The indemnification
provisions of these By-Laws shall be binding upon and enforceable against any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business and/or assets of the Corporation. For
purposes of these By-Laws, but subject to the provisions of any agreement
relating to any merger or consolidation of the kind referred to in clause (a)
below or of any agreement relating to the acquisition of any corporation of the
kind referred to in clause (b) below, references to "the Corporation" shall
include (a) any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger with the Corporation which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers and employees, so that any person who is or
was a director, officer or employee of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same
position under the provisions of these By-Laws with respect to the Corporation
as he or she would have with respect to such constituent corporation if its
separate existence had continued; and (b) any corporation of which at least a
majority of the voting power (as represented by its outstanding stock having
voting power generally in the election of directors) is owned directly or
indirectly by the Corporation.

         Section 5.08. Severability. The indemnification provisions of these
By-Laws shall be severable in the event that any provision hereof (including any
provision within a single section, subsection, clause, paragraph or sentence) is
held invalid, void or otherwise unenforceable on any ground by any court of
competent jurisdiction. In the event of any such



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holding, the remaining indemnification provisions of these By-Laws shall
continue in effect and be enforceable to the fullest extent permitted by law.

                                    VI. STOCK

         Section 6.01. Certificates for Stock. Every holder of stock in the
Corporation shall be entitled to a certificate, to be in such form as shall be
prescribed by the Board of Directors, certifying the number of shares owned by
him or her. The certificates for such shares shall be numbered in the order in
which they shall be issued and shall be signed in the name of the Corporation by
the Chairman, the chief executive officer, the President or a Vice-President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, and the seal of the Corporation, if any, shall be affixed thereto.

         Section 6.02. Issuance of Stock. The Board of Directors is authorized
to cause to be issued stock of the Corporation up to the full amount authorized
by the Certificate of Incorporation in such amounts and for such consideration
as may be determined by the Board of Directors. No shares shall be allotted
except in consideration of cash, labor, personal property, or real property, or
leases thereof, or of an amount transferred from surplus to stated capital upon
a stock dividend. At the time of such allotment of stock, the Board of Directors
shall state its determination of the fair value to the Corporation in monetary
terms of any consideration other than cash for which shares are allotted. The
amount of consideration to be received in cash or otherwise shall not be less
than the par value of the shares so allotted. Stock so issued shall be fully
paid and nonassessable. Treasury shares may be disposed of by the Corporation
for such consideration as may be fixed by the Board of Directors, if the
Certificate of Incorporation so provides.

         Section 6.03. Partly Paid Stock. The Corporation may issue the whole or
any part of its stock as partly paid and subject to call for the remainder of
the consideration to be paid therefor. Upon the face or back of each certificate
issued to represent any such partly paid stock, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
The Board of Directors may, from time to time, demand payment in respect of each
share of stock not fully paid, of such sum of money as the necessities of the
business may, in the judgment of the Board of Directors, require, not exceeding
in the whole the balance remaining unpaid on such stock, and such sum so
demanded shall be paid to the Corporation at such times and by such installments
as the directors shall direct.

         Section 6.04. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.



                                       11


<PAGE>   12



         Section 6.05. Transfer of Stock. Transfers of stock on the books of the
Corporation may be authorized only by the stockholder named in the certificate,
the stockholder's legal representative or the stockholder's duly authorized
attorney-in-fact and upon surrender of the certificate or the certificates for
such stock. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
No new certificate or certificates shall be issued in exchange for any existing
certificate until such certificate shall have been so cancelled, except in cases
provided for in Section 6.06.

         Section 6.06. Lost, Stolen or Destroyed Certificates. Any stockholder
claiming a certificate for stock to be lost, stolen or destroyed shall make an
affidavit of that fact in such form as the Corporation may require and shall, if
the Corporation so requires, give the Corporation a bond of indemnity in form,
in an amount, and with one or more sureties satisfactory to the Corporation, to
indemnify the Corporation against any claims which may be made against it on
account of the alleged loss, theft or destruction of the certificate or issuance
of such new certificate. A new certificate may then be issued in the same tenor
and for the same number of shares as the one claimed to have been lost, stolen
or destroyed.

         Section 6.07. Facsimile Signatures. Whenever any certificate is
countersigned by a transfer agent or by a registrar other than the Corporation
or one of its employees, then the signatures of the officers or agents of the
Corporation may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on any such
certificate shall cease to be such officer, transfer agent or registrar before
such certificate is issued, it nevertheless may be issued by the Corporation as
though the person who signed such certificate or whose facsimile signature or
signatures had been placed thereon were such officer, transfer agent or
registrar at the date of issue.

                               VII. MISCELLANEOUS

         Section 7.01. Dividends. The Board of Directors may declare at any
regular or special meeting dividends from the Corporation's surplus, or if there
be none, out of its net profits for the current fiscal year and/or the preceding
fiscal year, in such amounts as in their opinion the condition of the affairs of
the Corporation shall render it advisable, unless otherwise restricted by law.
Dividends may be paid in cash, in property or in shares of capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation.

         Section 7.02. Interested Directors and Officers. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for that reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because his, her or
their votes are counted for such purpose, if: (a) the



                                       12


<PAGE>   13



material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (b) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

         Section 7.03. Voting Securities Held by the Corporation. Unless
otherwise ordered by the Board of Directors, powers of attorney, proxies,
waivers of notice of meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in the name of and on behalf
of the Corporation by the President, and such officer may, in the name of and on
behalf of the Corporation, take all such action as such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
other corporations in which the Corporation may hold securities, and at any such
meeting such officer shall possess and may exercise any and all rights and
powers incident to the ownership of such securities that the Corporation might
have possessed and exercised if it had been present. The Board of Directors may
from time to time confer like powers upon any other person or persons.

         Section 7.04. Execution of Instruments.

         (a) All deeds, mortgages, bonds, checks, contracts and other
instruments pertaining to the business and affairs of the Corporation shall be
signed on behalf of the Corporation by the chief executive officer, the
President, or any Vice President, or by such other person or persons as may be
designated from time to time by the Board of Directors.

         (b) If a document must be executed by persons holding different offices
or functions and one person holds such offices or exercises such functions, that
person may execute the document in more than one capacity if the document
indicates each such capacity.

         Section 7.05. Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.

         Section 7.06. Fiscal Year. The fiscal year end of the Corporation shall
be May 31 or such other date as may be fixed from time to time by resolution of
the Board of Directors.

         Section 7.07. Corporate Seal. The corporate seal, if one is adopted by
the Board of Directors, shall be circular in form and shall have inscribed
thereon the name of the



                                       13


<PAGE>   14



Corporation, the word "Delaware" and the words "Corporate Seal." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise placed on any document requiring it.

         Section 7.08. Power to Amend. These By-Laws may be altered, amended or
repealed or new By-Laws may be adopted by the stockholders or by the Board of
Directors, if such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors, or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-Laws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal these By-Laws is conferred upon the Board of Directors
by the Certificate of Incorporation it shall not divest or limit the power of
the stockholders to adopt, amend or repeal these By-Laws.






                                       14



<PAGE>   15


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                THE CREDIT STORE

                            (as of October 19, 2000)

                                Table of Contents

Section                                                                    Page
-------                                                                    ----

PART I:  OFFICES                                                            1
----------------

1.01         Registered Office                                              1
1.02         Other Offices

PART II:  STOCKHOLDERS                                                      1
----------------------

2.01         Place of Meetings                                              1
2.02         Annual Meetings                                                1
2.03         Special Meetings                                               1
2.04         Notice of Meetings                                             2
2.05         Waiver of Notice                                               2
2.06         Quorum                                                         2
2.07         Adjourned Meetings                                             2
2.08         Voting                                                         2
2.09         Proxies                                                        3
2.10         Fixing Date for Determination of                               3
             Stockholders of Record
2.11         Action by Written Consent of Stockholders                      4
2.12         Stockholder List                                               4

PART III:  BOARD OF DIRECTORS                                               4
-----------------------------

3.01         General Powers; Organization                                   4
3.02         Number, Qualification and Term of                              5
             Office
3.03         Vacancies                                                      5
3.04         Regular Meetings                                               5
3.05         Special Meetings                                               5
3.06         Notice of Special Meetings                                     5
3.07         Waiver of Notice                                               5
3.08         Quorum                                                         5
3.09         Committees of Directors                                        6
3.10         Conference Communications                                      6
3.11         Action by Written Consent of Directors                         6
3.12         Compensation                                                   6

PART IV:  OFFICERS                                                          7
------------------

4.01         Number                                                         7
4.02         Election, Term of Office and                                   7
             Qualifications
4.03         Compensation                                                   7
4.04         Removal and Vacancies                                          7
4.05         Chief Executive Officer                                        7
4.06         Chairman of the Board                                          7
4.07         President                                                      7
4.08         Vice-Presidents                                                8
4.09         Secretary                                                      8
4.10         Treasurer                                                      8
4.11         Authority and Other Duties                                     8

PART V:  INDEMNIFICATION                                                    8
------------------------

5.01         Indemnification                                                8
5.02         Insurance                                                      8
5.03         Good Faith Defined, Etc.                                       9
5.04         Right to Indemnification Upon Application;                     9
             Procedure Upon Application; Etc.
5.05         Certain Persons Not Entitled to                               10
             Indemnification
5.06         Non-Exclusivity and Survival of                               10
             Indemnification
5.07         Successors; Meaning of "Corporation"                          10
5.08         Severability                                                  11

PART VI:  STOCK                                                            11
---------------

6.01         Certificates for Stock                                        11
6.02         Issuance of Stock                                             11
6.03         Partly Paid Stock                                             11
6.04         Registered Stockholders                                       12
6.05         Transfer of Stock                                             12
6.06         Lost, Stolen or Destroyed Certificates                        12
6.07         Facsimile Signatures                                          12

PART VII:  MISCELLANEOUS                                                   12
------------------------

7.01         Dividends                                                     12
7.02         Interested Directors and Officers                             13
7.03         Voting Securities Held by the                                 13
             Corporation
7.04         Execution of Instruments                                      13
7.05         Advances                                                      14
7.06         Fiscal Year                                                   14
7.07         Corporate Seal                                                14
7.08         Power to Amend                                                14

         This Table of Contents is not part of the By-Laws of the Corporation.
It is intended merely to aid in the utilization of the By-Laws.