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                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                   IMALL, INC.

   (as Amended and Restated by the Board of Directors as of November 9, 1998)

                               ARTICLE 1. OFFICES

      1.1 Business Office. The principal office of the corporation shall be
located at any place either within or outside the State of Nevada as designated
in the corporation's most recent document on file with the Nevada Secretary of
State, Division of Corporations. The corporation may have such other offices,
either within or without the State of Nevada as the board of directors may
designate or as the business of the corporation may require from time to time.

      1.2 Registered Office. The registered office of the corporation shall be
located within the State of Nevada and may be, but need not be, identical with
the principal office. The address of the registered office may be changed from
time to time.

                             ARTICLE 2. SHAREHOLDERS

      2.1 Annual Shareholder Meeting. The annual meeting of the shareholders
shall be held on any date and time which may from time to time be designated by
the Board of Directors. At such annual meeting, directors shall be elected and
any other business may be transacted that may properly come before the meeting.

      2.2 Special Shareholder Meeting. Special meetings of the shareholders, for
any purpose or purposes described in the meeting notice, may be called by the
president, or by the board of directors, and shall be called by the president at
the request of the holders of not less than one-fourth of all outstanding votes
of the corporation entitled to be cast on any issue at the meeting.

      2.3 Place of Shareholder Meeting. The board of directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual or any special meeting of the shareholders, unless by written
consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place, either
within or without the State of Nevada, as the place for the holding of such
meeting.

      2.4 Notice of Shareholder Meeting. Written notice stating the date, time,
and place of any annual or special shareholder meeting shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the board of
directors, or other persons calling the meeting, to each shareholder of record
entitled to vote at such meeting and to any other shareholder entitled by the
Nevada Revised Statutes (the "Statutes") or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 3 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

      If any shareholder meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time and place, if the new
date, time and place is announced at the meeting before adjournment. But if the
adjournment is for more than 30 days or if a new record date for the adjourned
meeting is or must



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be fixed, then notice must be given pursuant to the requirements of the previous
paragraph, to those persons who are shareholders as of the new record date.

      2.5 Waiver of Notice. A shareholder may waive any notice required by the
Statutes, the articles of incorporation, or these bylaws, by a writing signed by
the shareholder entitled to the notice, which is delivered to the corporation
(either before or after the date and time stated in the notice) for inclusion in
the minutes or filing with the corporate records.

      A shareholder's attendance at a meeting:

            (a) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting because of lack of
notice or effective notice; and

            (b) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.

      2.6 Fixing of Record Date. For the purpose of determining shareholders of
any voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any distribution,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors may fix in advance a date as the record date.
Such record date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is so fixed by the board for the determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders, the record date
for determination of such shareholders shall be at the close of business on the
day the first notice is delivered to shareholders. If no record date is fixed by
the board for the determination of shareholders entitled to receive a
distribution, the record date shall be the date the board authorizes the
distribution. With respect to actions taken in writing without a meeting, the
record date shall be the date the first shareholder signs the consent.

      When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

      2.7 Shareholder List. After fixing a record date for a shareholder
meeting, the corporation shall prepare a list of the names of its shareholders
entitled to be given notice of the meeting. The shareholder list must be
available for inspection by any shareholder, beginning on the earlier of 10 days
before the meeting for which the list was prepared or 2 business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, and any adjournment thereof. The list shall be available at
the corporation's principal office or at a place identified in the meeting
notice in the city where the meeting is to be held

      2.8  Shareholder Quorum and Voting Requirements.

            2.8.1 Quorum. Except as otherwise required by the Statutes or the
articles of incorporation, a majority of the outstanding shares of the
corporation, represented by person or by proxy, shall constitute a quorum at
each meeting of the shareholders. If a quorum exists, action on a matter, other
than the election of directors, is approved if the votes cast favoring the
action exceed the votes cast opposing the action, unless the articles of
incorporation or the Statutes require a greater number of affirmative votes.

            2.8.2 Voting of Shares. Unless otherwise provided in the articles of
incorporation or these bylaws, each outstanding share, regardless of class, is
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.


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      2.9 Quorum and Voting requirements of Voting Groups. If the articles of
incorporation or the Statutes provide for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

      Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

      Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation or the Statutes provide otherwise,
a majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

      If the articles of incorporation or the Statutes provide for voting by two
or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately. Action may be
taken by one voting group on a matter even though no action is taken by another
voting group entitled to vote on the matter.

      If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Statutes require a greater number of
affirmative votes.

      2.10 Greater Quorum or Voting Requirements. The articles of incorporation
may provide for a greater quorum or voting requirement for shareholders, or
voting groups of shareholders, than is provided for by these bylaws. An
amendment to the articles of incorporation that adds, changes, or deletes a
greater quorum or voting requirement for shareholders must meet the same quorum
requirement and be adopted by the same vote and voting groups required to take
action under the quorum and voting requirement then in effect or proposed to be
adopted, whichever is greater.

      2.11 Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy which is executed in writing by the shareholder or which is
executed by his duly authorized attorney-in-fact. Such proxy shall be filed with
the Secretary of the corporation or other person authorized to tabulate votes
before or at the time of the meeting. No proxy shall be valid after 11 months
from the date of its execution unless otherwise provided in the proxy. All
proxies are revocable unless they meet specific requirements of irrevocability
set forth in the Statutes. The death or incapacity of a voter does not
invalidate a proxy unless the corporation is put on notice. A transferee for
value who receives shares subject to an irrevocable proxy, can revoke the proxy
if he had no notice of the proxy.

      2.12  Corporation's Acceptance of Votes.

            2.12.1 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept the
vote, consent, waiver, proxy appointment, or proxy appointment revocation and
give it effect as the act of the shareholder.

            2.12.2 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name of
a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and give it effect as the act of the shareholder if:

                  (a) the shareholder is an entity as defined in the Statutes
and the name signed purports to be that of an officer or agent of the entity;

                  (b) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the



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corporation has been presented with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;

                  (c) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, proxy appointment, or proxy appointment
revocation; or

                 (d) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's authority to
sign for the shareholder has been presented with respect to the vote, consent,
waiver, proxy appointment or proxy appointment revocation; or

                 (e) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all co-
tenants or fiduciaries.

            2.12.3 If shares are registered in the names of two or more persons,
whether fiduciaries, members of a partnership, co-tenants, husband and wife as
community property, voting trustees, persons entitled to vote under a
shareholder voting agreement or otherwise, or if two or more persons (including
proxy holders) have the same fiduciary relationship respecting the same shares,
unless the secretary of the corporation or other officer or agent entitled to
tabulate votes is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect:

                 (a)  if only one votes, such act binds all;

                 (b) if more than one votes, the act of the majority so voting
bind all;

                 (c) if more than one votes, but the vote is evenly split on any
particular matter, each fraction may vote the securities in question
proportionately.

      If the instrument so filed or the registration of the shares shows that
any tenancy is held in unequal interests, a majority or even split for the
purpose of this Section shall be a majority or even split in interest.

            2.12.4 The corporation is entitled to reject a vote, consent,
waiver, proxy appointment or proxy appointment revocation if the secretary or
other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.

            2.12.5 The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section
are not liable in damages to the shareholder for the consequences of the
acceptance or rejection.

            2.12.6 Corporate action based on the acceptance or rejection of a
vote, consent, waiver, proxy appointment or proxy appointment revocation under
this Section is valid unless a court of competent jurisdiction determines
otherwise.

      2.13  Action by Shareholders Without a Meeting.

            2.13.1 Written Consent. Any action required or permitted to be taken
at a meeting of the shareholders may be taken without a meeting and without
prior notice if one or more consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares 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 shareholders entitled to vote with respect to
the subject matter thereof were present and voted. Action taken



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under this Section has the same effect as action taken at a duly called and
convened meeting of shareholders and may be described as such in any document.

            2.13.2 Post-Consent Notice. Unless the written consents of all
shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten days before the
consummation of the action authorized by such approval to (i) those shareholders
entitled to vote who did not consent in writing, and (ii) those shareholders not
entitled to vote. Any such notice must be accompanied by the same material that
is required under the Statutes to be sent in a notice of meeting at which the
proposed action would have been submitted to the shareholders for action.

            2.13.3 Effective Date and Revocation of Consents. No action taken
pursuant to this Section shall be effective unless all written consents
necessary to support the action are received by the corporation within a
sixty-day period and not revoked. Such action is effective as of the date the
last written consent is received necessary to effect the action, unless all of
the written consents specify an earlier or later date as the effective date of
the action. Any shareholder giving a written consent pursuant to this Section
may revoke the consent by a signed writing describing the action and stating
that the consent is revoked, provided that such writing is received by the
corporation prior to the effective date of the action.

            2.13.4 Unanimous Consent for Election of Directors. Notwithstanding
subsection (a), directors may not be elected by written consent unless such
consent is unanimous by all shares entitled to vote for the election of
directors.

      2.14 Voting for Directors. Unless otherwise provided in the articles of
incorporation, every shareholder entitled to vote for the election of directors
has the right to cast, in person or by proxy, all of the votes to which the
shareholder's shares are entitled for as many persons as there are directors to
be elected and for whom election such shareholder has the right to vote.
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

                          ARTICLE 3. BOARD OF DIRECTORS

      3.1 General Powers. Unless the articles of incorporation have dispensed
with or limited the authority of the board of directors by describing who will
perform some or all of the duties of a board of directors, all corporate powers
shall be exercised by or under the authority, and the business and affairs of
the corporation shall be managed under the direction, of the board of directors.

      3.2 Number, Tenure and Qualification of Directions. The authorized number
of directors shall be seven (7); provided, however, that if the corporation has
less than seven shareholders entitled to vote for the election of directors, the
board of directors may consist of a number of individuals equal to or greater
than the number of those shareholders. The current number of directors shall be
within the limit specified above, as determined (or as amended form time to
time) by a resolution adopted by either the shareholders or the directors. Each
director shall hold office until the next annual meeting of shareholders or
until the director's earlier death, resignation, or removal. However, if his
term expires, he shall continue to serve until his successor shall have been
elected and qualified, or until there is a decrease in the number of directors.
Directors do not need to be residents of Nevada or shareholders of the
corporation.

      3.3 Regular Meetings of the Board of Directors. A regular meeting of the
board of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of shareholders,
for the purpose of appointing officers and transacting such other business as
may come before the meeting. The board of directors may provide, by resolution,
the time and place for the holding of additional regular meetings without other
notice than such resolution.

      3.4 Special Meetings of the Board of Directors. Special meetings of the
board of directors may be called by or at the request of the president or any
director. The person authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of the
board of directors.



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      3.5 Notice of, and Waiver of Notice for, Special Director Meeting. Unless
the articles of incorporation provide for a longer or shorter period, notice of
the date, time, and place of any special director meeting shall be given at
least two days previously thereto either orally or in writing. Any director may
waive notice of any meeting. Except as provided in the next sentence, the waiver
must be in writing and signed by the director entitled to the notice. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business and at the beginning of the
meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting, and does not thereafter vote for or assent
to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

      3.6  Director Quorum and Voting.

            3.6.1 Quorum. A majority of the number of directors prescribed by
resolution shall constitute a quorum for the transaction of business at any
meeting of the board of directors unless the articles of incorporation require a
greater percentage.

            Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

            A director who is present at a meeting of the board of directors or
a committee of the board of directors when corporate action is taken is deemed
to have assented to the action taken unless: (1) the director objects at the
beginning of the meeting (or promptly upon his arrival) to holding or
transacting business at the meeting and does not thereafter vote for or assent
to any action taken at the meeting; and (2) the director contemporaneously
requests his dissent or abstention as to any specific action be entered in the
minutes of the meeting; or (3) the director causes written notice of his dissent
or abstention as to any specific action be received by the presiding officer of
the meeting before its adjournment or to the corporation immediately after
adjournment of the meeting. The right of dissent or abstention is not available
to a director who votes in favor of the action taken.

      3.7 Director Action Without a Meeting. Any action required or permitted to
be taken by the board of directors at a meeting may be taken without a meeting
if all the directors consent to such action in writing. Action taken by consent
is effective when the last director signs the consent, unless, prior to such
time, any director has revoked a consent by a signed writing received by the
corporation, or unless the consent specifies a different effective date. A
signed consent has the effect of a meeting vote and may be described as such in
any document.

      3.8 Resignation of Directors. A director may resign at any time by giving
a written notice of resignation to the corporation. Such resignation is
effective when the notice is received by the corporation, unless the notice
specifies a later effective date.

      3.9 Removal of Directors. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles of incorporation provide that directors may only be removed
with cause. If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove him. A
director may be removed only if the number of votes cast to remove him exceeds
the number of votes cast not to remove him.

      3.10 Board of Director Vacancies. Unless the articles of incorporation
provide otherwise, if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors,



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the shareholders may fill the vacancy. During such time that the shareholders
fail or are unable to fill such vacancies then and until the shareholders act:

                 (a)  the board of directors may fill the vacancy; or

                 (b) if the board of directors remaining in office constitute
fewer than a quorum of the board, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.

      If the vacant office was held by a director elected by a voting group of
shareholders:

                 (a) if there are one or more directors elected by the same
voting group, only such directors are entitled to vote to fill the vacancy if it
is filled by the directors; and

                 (b) only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the shareholders.

      A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

      3.11 Director Compensation. By resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

      3.12  Director Committees.

            3.12.1 Creation of Committees. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee must
have one or more members, who shall serve at the pleasure of the board of
directors.

            3.12.2 Selection of Members. The creation of a committee and
appointment of members to it must be approved by the greater of (1) a majority
of all the directors in office when the action is taken or (2) the number of
directors required by the articles of incorporation to take such action.

            3.12.3 Required Procedures. Those Sections of this Article 3 which
govern meetings, actions without meetings, notice and waiver of notice, quorum
and voting requirements of the board of directors, apply to committees and their
members.

            3.12.4 Authority. Unless limited by the articles of incorporation,
each committee may exercise those aspects of the authority of the board of
directors which the board of directors confers upon such committee in the
resolution creating the committee. Provided, however, a committee may not:

                 (a)  authorize distributions;

                 (b) approve or propose to shareholders action that the Statutes
require be approved by shareholders;

                 (c)  fill vacancies on the board of directors or on any of its
committees;

                 (d) amend the articles of incorporation pursuant to the
authority of directors to do so;

                 (e)  adopt, amend or repeal bylaws;



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                 (f) approve a plan of merger not requiring shareholder
approval;

                 (g) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of directors; or

                 (h) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preferences,
and limitations of a class or series of shares, except that the board of
directors may authorize a committee (or an officer) to do so within limits
specifically prescribed by the board of directors.

                                   ARTICLE 3A.

              CERTAIN PROVISIONS CONCERNING THE BOARD OF DIRECTORS

         3A.1. Effectiveness and Interpretation. (a) This Article 3A shall be in
effect from the date of adoption of this Article 3A until First Data Merchant
Services Corporation ("FDMS") and its permitted successors no longer have the
right under Section 2.1 of the Stockholders Agreement (the "Stockholders
Agreement") dated October 30, 1998 by and among Richard M. Rosenblatt, Mark R.
Comer, Craig R. Pickering (collectively, the "Significant Stockholders"), FDMS
and the corporation to designate as members of the board of directors the Agreed
Representative Number (as defined in the Stockholders Agreement), at which time
(the "Article 3A Termination Date"), the terms and provisions of this Article 3A
shall, immediately and automatically terminate and no longer have any force or
effect. Upon the termination of Article 3A pursuant to this Section 3A.1, the
provisions of these bylaws other than Article 3A shall be the bylaws of the
corporation until amended, modified or repealed in accordance with the terms
hereof.

         (b) In the event of any conflict between the provisions of this Article
3A and any other provisions of these bylaws or, to the extent that any of the
provisions of this Article 3A overlap with and/or are more specific or more
restrictive than any other provisions contained in these bylaws, the provisions
of this Article 3A shall govern.

         3A.2. Representation on the Board of Directors. (a) The total
authorized number of directors constituting the entire board of directors shall
be determined by the board of directors acting without the participation of the
FDMS Directors (as defined in Section 3A.6 below) and any other members of the
board of directors who are affiliates of FDMS (or its permitted successors);
provided, however, that such total authorized number of directors shall not be
less than seven (7) nor exceed ten (10).

         (b) There are hereby established the following committees for
designating persons as the nominees of the board of directors for election as
directors and for filling director vacancies, as provided below: the FDMS
Committee and the Company Committee (each, a "Nominating Committee"). The two
Nominating Committees shall be comprised as follows: (i) the FDMS Committee
shall be comprised exclusively of each of the FDMS Directors (as defined in
Section 3A.6 below), (ii) the Company Committee shall be comprised of directors
named by a majority vote of the board of directors excluding the FDMS Directors
and any other members of the board of directors who are affiliates of FDMS (or
its permitted successors). Except as otherwise provided in this Article 3A, the
Nominating Committees shall exercise all power and authority of the board of
directors with respect to designating persons as the nominees of the board of
directors for election to, or appointing persons to fill vacancies on, the board
of directors.

         (c) Prior to each meeting of the stockholders at which directors are to
be elected, (i) the FDMS Committee shall designate the Agreed Representative
Number of persons as nominees for election as directors and (ii) the Company
Committee shall designate the Company Number of persons as nominees for election
as directors. The Company Number shall equal the total authorized number of
directors determined in accordance with Section 3A.2(a) of these bylaws minus
the Agreed Representative Number.



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         (d) At each meeting of the stockholders at which directors are to be
elected, the officer of the corporation presiding at such meeting shall
nominate, on behalf of the Nominating Committees, as directors the persons
designated for nomination by the Nominating Committees in accordance with
paragraph (c) above, and the nominations so made shall be deemed to be made at
the direction of the Nominating Committees. At any meeting of stockholders at
which directors are to be elected, neither the board of directors nor any
committee thereof shall nominate or direct there to be nominated as a director
any person not designated by one of the Nominating Committees.

         (e) If any FDMS Director is removed from the board of directors,
resigns, retires, dies or otherwise cannot continue to serve as a member of the
board of directors, then the FDMS Committee shall have the exclusive authority
to appoint a person to fill such vacancy;

         (f) If any director who is one of the Company Number of directors is
removed from the board of directors, resigns, retires, dies or otherwise cannot
continue to serve as a member of the board of directors, then the Company
Committee shall have the exclusive authority to appoint a person to fill such
vacancy.

         3A.3.  Retirement/Removal of Directors.

         (a) The board of directors shall not request that a Special Meeting be
called, at which meeting the removal of an FDMS Director from office is to be
voted on, unless the board of directors has first determined, by the affirmative
vote of at least a majority of the members of the entire board of directors and
with the concurrence of a majority of the FDMS Committee, that there exists
Cause (as defined in below) to remove such director from the board of directors.

         3A.4. Actions by the Board. The board of directors shall not authorize
or approve any recommendation to the stockholders to change the number of
directors constituting the entire board of directors without the affirmative
vote of each of the FDMS Committee and the entire board of directors .

         3A.5. Amendment. Article 3A of these bylaws may not be altered, amended
or repealed, nor may any provision inconsistent with Article 3A be adopted,
except by a majority of the board of directors, with the approval of a majority
of the FDMS Committee.

         3A.6. Certain Definitions. The following terms as used in these bylaws
shall have the following meanings:

"Cause" means (i) willful and continued failure to substantially perform his or
her duties to the corporation in accordance with his or her established position
at the corporation, (ii) willful conduct which is significantly injurious to the
corporation, monetarily or otherwise or (iii) conviction for, or guilty plea to,
a felony. "FDMS Directors" means (i) each of the directors initially designated
as such by the board of directors (as of the Effective Time) and (ii) each other
director nominated or appointed by the FDMS Committee in accordance with this
Article 3A.

         3A.7. Control Share Statute. The acquisition by FDMS (or by its
permitted transferees under the agreements referred to hereinafter in this
sentence) of voting securities of the corporation pursuant to or in compliance
with the Investment Agreement dated as of October 30, 1998 between the
corporation and FDMS and the Stockholders Agreement is hereby exempted from the
provisions of the Nevada Control Share Statute set forth in Sections 78.378 to
78.3793 of the Nevada General Corporation Law.

                               ARTICLE 4.OFFICERS

      4.1 Number of Officers. The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be deemed
necessary, including any vice presidents, may also be appointed by the board of



<PAGE>   10

directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation.

      4.2 Appointment and Term of Office. The officers of the corporation shall
be appointed by the board of directors for a term as determined by the board of
directors. If no term is specified, they shall hold office until the first
meeting of the directors held after the next annual meeting of shareholders. If
the appointment of officers shall not be made at such meeting, such appointment
shall be made as soon thereafter as is convenient. Each officer shall hold
office until his successor shall have been duly appointed and shall have
qualified until his death, or until he shall resign or is removed.

      The designation of a specified term does not grant to the officer any
contract rights, and the board may remove the officer at any time prior to the
termination of such term.

      4.3 Removal of Officers. Any officer or agent may be removed by the board
of directors at any time, with or without cause. Such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Appointment
of an officer or agent shall not of itself create contract rights.

      4.4 Resignation of Officers. Any officer may resign at any time, subject
to any rights or obligations under any existing contracts between the officers
and the corporation, by giving notice to the president or board of directors. An
officer's resignation shall take effect at the time specified therein, and the
acceptance of such resignation shall not be necessary to make it effective.

      4.5 President. Unless the board of directors has designated the chairman
of the board as chief executive officer, the president shall be the chief
executive officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. Unless there is a chairman of the board, the
president shall, when present, preside at all meetings of the shareholders and
of the board of directors. The president may sign, with the secretary or any
other proper officer of the corporation thereunder authorized by the board of
directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board f directors or by these bylaws
to some other officer or agent of the corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all duties
incident to the office of president and such other duties as may be prescribed
by the board of directors from time to time.

      4.6 Vice Presidents. If appointed, in the absence of the president or in
the event of his death, inability or refusal to act, the vice president (or in
the event there be more than one vice president, the vice presidents in the
order designate at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform the duties of
the president, and when so acting, shall have all the powers of, and be subject
to, all the restrictions upon the president.

      4.7 Secretary. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders, the board of directors, and any committees of
the board in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records; (d) when requested
or required, authenticate any records of the corporation; (e) keep a register of
the post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (f) sign with the president, or a vice president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (g) have general charge
of the stock transfer books of the corporation; and (h) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned by the president or by the board of directors. Assistant
secretaries, if any, shall have the same duties and powers, subject to the
supervision of the secretary.

      4.8 Treasurer. The treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for monies due and payable to the corporation



<PAGE>   11

from any source whatsoever, and deposit all such moneys in the name of the
corporation in such bank, trust companies, or other depositaries as shall be
selected by the board of directors; and (c) 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 by the president or by the board of directors. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his or her duties in such sum and with such surety or sureties as
the board of directors shall determine. Assistant treasurers, if any, shall have
the same powers and duties, subject to the supervision of the treasurer.

      4.9  Salaries.  The salaries of the officers shall be fixed from time to 
time by the board of directors.

                    ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, AGENTS, AND EMPLOYEES

      5.1 Indemnification of Directors. Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made a
party to a proceeding because the individual is or was a director of the
corporation, against liability incurred in the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized, as such
are defined in subsection (a) of this Section 5.1.

            5.1.1 Determination of Authorization. The corporation shall not
indemnify a director under this Section unless:

                 (a) a determination has been made in accordance with the
procedures set forth in the Statutes that the director met the standard of
conduct set forth in subsection (b) below, and

                 (b) payment has been authorized in accordance with the
procedures set forth in the Statutes based on a conclusion that the expenses are
reasonable, the corporation has the financial ability to make the payment, and
the financial resources of the corporation should be devoted to this use rather
than some other use by the corporation.

            5.1.2 Standard of Conduct. The individual shall demonstrate that:

                 (a)  he or she conducted himself in good faith; and

                 (b) he or she reasonably believed:

                      (i)  in the case of conduct in his official capacity with
the corporation, that his conduct was in its best interests;

                      (ii) in all other cases, that his conduct was at least not
opposed to its best interests; and

                      (iii) in the case of any criminal proceeding, he or she
had no reasonable cause to believe his conduct was unlawful.

            5.1.3 Indemnification in Derivative Actions Limited. Indemnification
permitted under this Section in connection with a proceeding by or in the right
of the corporation is limited to reasonable expenses incurred in connection with
the proceeding.

            5.1.4 Limitation on Indemnification. The corporation shall not
indemnify a director under this Section of Article 5:

                 (a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

                 (b) in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in his or her
official capacity, in which he or she was adjudged liable on the basis that
personal benefit was improperly received by the director.



<PAGE>   12

      5.2 Advance of Expenses for Directors. If a determination is made
following the procedures of the Statutes, that the director has met the
following requirements, and if an authorization of payment is made following the
procedures and standards set forth in the Statutes, then unless otherwise
provided in the articles of incorporation, the corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:

                 (a) the director furnishes the corporation a written
affirmation of his good faith belief that he has met the standard of conduct
described in this section;

                 (b) the director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately determined that he did not meet the standard of conduct;

                 (c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this Section
or the Statutes.

      5.3 Indemnification of Officers, Agents and Employees Who Are Not
Directors. Unless otherwise provided in the articles of incorporation, the board
of directors may indemnify and advance expenses to any officer, employee, or
agent of the corporation, who is not a director of the corporation, to the same
extent as to a director, or to any greater extent consistent with public policy,
as determined by the general or specific actions of the board of directors.

      5.4 Insurance. By action of the board of directors, notwithstanding any
interest of the directors in such action, the corporation may purchase and
maintain insurance on behalf of a person who is or was a director, officer,
employee, fiduciary or agent of the corporation, against any liability asserted
against or incurred by such person in that capacity or arising from such
person's status as a director, officer, employee, fiduciary, or agent, whether
or not the corporation would have the power to indemnify such person under the
applicable provisions of the Statutes.


<PAGE>   13

                                ARTICLE 6. STOCK

      6.1 Issuance of Shares. The issuance or sale by the corporation of any
shares of its authorized capital stock of any class, including treasury shares,
shall be made only upon authorization by the board of directors, unless
otherwise provided by statute. The board of directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, services
performed, contracts or arrangements for services to be performed, or other
securities of the corporation. Shares shall be issued for such consideration
expressed in dollars as shall be fixed from time to time by the board of
directors.

      6.2  Certificates for Shares.

            6.2.1 Content. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Nevada; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or by
facsimile) by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

            6.2.2 Legend as to Class or Series. If the corporation is authorized
to issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its front or back
that the corporation will furnish the shareholder this information on request in
writing and without charge.

            6.2.3 Shareholder List. The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

            6.2.4 Transferring Shares. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in cash of a lost, destroyed, or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

      6.3  Shares Without Certificates.

            6.3.1 Issuing Shares Without Certificates. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the issue
of some or all the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

            6.3.2 Information Statement Required. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing, at a minimum, the information
required by the Statutes.

      6.4 Registration of the Transfer of Shares. Registration of the transfer
of shares of the corporation shall be made only on the stock transfer books of
the corporation. In order to register a transfer, the record owner shall
surrender the shares to the corporation for cancellation, properly endorsed by
the appropriate person or persons with reasonable assurances that the
endorsements are genuine and effective. Unless the corporation has established a
procedure by which a beneficial owner of shares held by a nominee is to be



<PAGE>   14

recognized by the corporation as the owner, the person in whose name shares
stand in the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.

      6.5 Restrictions on Transfer or Registration of Shares. The board of
directors or shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of or
otherwise consented to the restriction.

      A restriction on the transfer or registration of transfer of shares may be
authorized:

                 (a)  to maintain the corporation's status when it is dependent
on the number or identity of its shareholders;

                 (b) to preserve entitlements, benefits or exemptions under
federal or local laws; and

                 (c) for any other reasonable purpose.

      A restriction on the transfer or registration of transfer of shares may:

                 (a) obligate the shareholder first to offer the corporation or
other persons (separately, consecutively or simultaneously) an opportunity to
acquire the restricted shares;

                 (b) obligate the corporation or other persons (separately,
consecutively or simultaneously) to acquire the restricted shares;

                 (c) require as a condition to such transfer or registration,
that any one or more persons, including the holders of any of its shares,
approve the transfer or registration if the requirement is not manifestly
unreasonable; or

                 (d) prohibit the transfer or the registration of transfer of
the restricted shares to designated persons or classes of persons, if the
prohibition is not manifestly unreasonable.

      A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by this Article 6 with regard to shares issued
without certificates. Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.

      6.6 Corporation's Acquisition of Shares. The corporation may acquire its
own shares and the shares so acquired constitute authorized but unissued shares.

      If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment may
be adopted by the shareholders or the board of directors without shareholder
action. The articles of amendment must be delivered to the Secretary of State
and must set forth:

                 (a)  the name of the corporation;

                 (b) the reduction in the number of authorized shares, itemized
by class and series;

                 (c) the total number of authorized shares, itemized by class
and series, remaining after reduction of the shares; and



<PAGE>   15

                 (d) a statement that the amendment was adopted by the board of
directors without shareholder action and that shareholder action was not
required.

                            ARTICLE 7. DISTRIBUTIONS

      7.1 Distributions to Shareholders. The board of directors may authorize,
and the corporation may make, distributions to the shareholders of the
corporation subject to any restriction sin the corporation's articles of
incorporation and in the Statutes.

      7.2 Unclaimed Distributions. If the corporation has mailed three
successive distributions to a shareholder at the shareholder's address as shown
on the corporation's current record of shareholders and the distributions have
been returned as undeliverable, no further attempt to deliver distributions to
the shareholder need be made until another address for the shareholder is made
known to the corporation, at which time all distributions accumulated by reason
of this Section, except as otherwise provided by law, be mailed to the
shareholder at such other address.

                            ARTICLE 8. MISCELLANEOUS

      8.1 Inspection of Records by Shareholders and Directors. A shareholder or
director of a corporation is entitled to inspect and copy, during regular
business hours at the corporation's principal office, any of the records of the
corporation required to be maintained by the corporation under the Statutes, if
such person gives the corporation written notice of the demand at least five
business days before the date on which such a person wishes to inspect and copy.
The scope of such inspection right shall be as provided under the Statutes.

      8.2 Corporate Seal. The board of directors may provide a corporate seal
which may be circular in form and have inscribed thereon any designation
including the name of the corporation, the state of incorporation, and the words
"Corporate Seal."

      8.3 Amendments. The corporation's board of directors may amend or repeal
the corporation's bylaws at any time unless:

                 (a) the articles of incorporation or the Statutes reserve this
power exclusively to the shareholders in whole or part; or

                 (b) the shareholders in adopting, amending, or repealing a
particular bylaw provide expressly that the board of directors may not amend or
repeal that bylaw; or

                 (c) the bylaw either establishes, amends, or deletes, a greater
shareholder quorum or voting requirement.

      Any amendment which changes the voting or quorum requirement for the board
must meet the same quorum requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting requirements then in
effect or proposed to be adopted, whichever are greater.

      8.4  Fiscal Year.  The fiscal year of the corporation shall be established
by the board of directors.

      DATED as of this 9th day of November, 1998.