Exhibit 3.1

                              ODD JOB STORES, INC.

                    AMENDED AND RESTATED CODE OF REGULATIONS

                                  June 2, 2003


                                   ARTICLE I

                                  SHAREHOLDERS

           Section 1. Annual Meeting. The annual meeting of the shareholders of
the Company for the election of directors, the consideration of reports to be
laid before the meeting, and the transaction of such other business as may
properly be brought before the meeting shall be held in the place described in
the Articles of Incorporation (the "Articles") as the place where the principal
office of the Company is or is to be located, or at such other place either
within or without the State of Ohio as may be designated by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer, or the
President and specified in the notice of the meeting, at 10:00 a.m., on the
second Tuesday in June of each year, or at such other time and on such other
date as the Board of Directors may determine.

           Section 2. Special Meetings. Special meetings of the shareholders of
the Company may be held on any business day when called by the Chairman of the
Board, the Chief Executive Officer, the President, the Board of Directors acting
at a meeting, a majority of the directors acting without a meeting, or the
persons who hold fifty percent of all the shares outstanding and entitled to
vote at the meeting. Upon request in writing delivered either in person or by
registered mail to the President or the Secretary by any person entitled to call
a meeting of the shareholders, that officer shall forthwith cause to be given to
the shareholders entitled thereto notice of a meeting to be held on a date not
less than fourteen (14) or more than sixty (60) days after receipt of the
request, as that officer may fix. If the notice is not given within fifteen (15)
days after the delivery or mailing of the request, the person calling the
meeting may fix the time of the meeting and give notice thereof in the manner
provided by law or as provided in these Regulations or cause the notice to be
given by any designated representative. Each special meeting shall be held at
the principal office of the Company unless the meeting is called by the Chairman
of the Board, the Chief Executive Officer, the President, or the directors, in
which case the meeting may be held at any place either within or without the
State of Ohio as designated by the party calling the meeting and specified in
the notice of the meeting.

           Section 3. NOTICE OF MEETINGS. Not less than fourteen (14) or more
than sixty (60) days before the date fixed for a meeting of the shareholders,
written notice stating the time, place, and purposes of the meeting shall be


<PAGE>
given by or at the direction of the Secretary or an Assistant Secretary. The
notice shall be given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of the day next preceding
the date on which notice is given or, if a record date therefor is duly fixed,
of record as of that date. If mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Company. Notice of the time, place, and purposes of any meeting of the
shareholders may be waived in writing, either before or after the holding of the
meeting, by any shareholder, which writing shall be filed with or entered upon
the records of the Company. Attendance of any shareholder at any meeting without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice shall be deemed to be a waiver by such shareholder of notice of the
meeting.

           Section 4. QUORUM; ADJOURNMENT. Except as may be otherwise provided
by law or by the Articles of Incorporation, at any meeting of the shareholders
the holders of shares entitled to exercise a majority of the voting power of the
Company present in person or by proxy shall constitute a quorum for the meeting,
except that no action required by law, the Articles, or these Regulations to be
authorized or taken by a designated proportion of the shares of any particular
class or of each class of the Company may be authorized or taken by a lesser
proportion and except that the holders of a majority of the voting shares
represented at the meeting, whether or not a quorum is present, may adjourn the
meeting from time to time. If any meeting is adjourned, notice of adjournment
need not be given if the time and place to which the meeting is adjourned are
fixed and announced at the meeting.

           Section 5. ACTION WITHOUT A MEETING. Except as provided in Article X
with respect to the amendment of these Regulations or the adoption of new
Regulations by written consent, any other action that may be authorized or taken
at a meeting of the shareholders may be authorized or taken without a meeting
with the affirmative vote or approval of, and in a writing or writings signed by
or on behalf of, all of the shareholders who would be entitled to notice of a
meeting of the shareholders held for the purpose specified in the written
action, which writing or writings shall be filed with or entered upon the
records of the Company.

           Section 6. INSPECTORS OF ELECTION. Inspectors of Election may be
appointed to act at any meeting of shareholders in accordance with the
provisions of the Ohio General Corporation Law.

           Section 7. LIST OF SHAREHOLDERS. At any meeting of shareholders, an
alphabetically arranged list, or classified lists, of the shareholders of record
as of the applicable record date who are entitled to vote, showing their
respective addresses and the number and classes of shares held by each, shall be
produced on the request of any shareholder.

           Section 8. PROXIES. Persons entitled to vote shares or to act with
respect to shares may vote or act in person or by proxy. The person appointed as
proxy need not be a shareholder. Unless the writing appointing a proxy otherwise


                                       2
<PAGE>
provides, the presence at a meeting of the person who appointed a proxy shall
not automatically operate to revoke the appointment. Notice to the Company, in
writing or in open meeting, of the revocation of the appointment of a proxy
shall not affect any vote or act previously taken or authorized.

           Section 9. APPROVAL AND RATIFICATION OF ACTS OF OFFICERS AND
DIRECTORS. Except as otherwise provided by the Articles or by law, any contract,
action, or transaction, prospective or past, of the Company or of the Board of
Directors or of any director or officer may be approved or ratified by the
affirmative vote in person or by proxy of the holders of record of a majority of
the shares held by persons not interested in the contract, action, or
transaction and entitled to vote in the election of directors (without regard to
voting powers that may thereafter exist upon a default, failure, or other
contingency), which approval or ratification shall be as valid and binding as
though affirmatively voted for or consented to by every shareholder of the
Company.

                                   ARTICLE II

                               BOARD OF DIRECTORS

           Section 1. CLASSES AND ELECTION. The Board of Directors shall be
divided into three classes. The number of directors in each class may be fixed
or changed: (a) by the shareholders, at any annual or special meeting called for
the purpose of electing directors at which a quorum is present, by the
affirmative vote of the holders of a majority of the shares that are represented
at the meeting and entitled to vote on the proposal, or (b) by the directors at
any meeting of the Board of Directors by the vote of a majority of the directors
then in office. Notwithstanding the foregoing, after the number of directors in
any class has been fixed by the shareholders, the directors may not increase or
decrease the number of directors in that class by more than one. No class shall
consist of less than three directors. Unless so determined by the shareholders
or by the directors, one class (the initial term of which will expire in 1997)
shall consist of three directors; the second class (the initial term of which
will expire in 1998) shall consist of three directors; and the third class (the
initial term of which will expire in 1999) shall consist of three directors.

           Section 2. NOMINATIONS FOR DIRECTORS. A shareholder entitled to vote
for the election of directors who intends to nominate a person for election as a
director must deliver written notice to the Secretary of the Company no later
than: (a) with respect to an election to be held at an annual meeting of
shareholders, 90 days in advance of the anniversary of the date on which the
notice of the annual meeting for the prior year was given to shareholders, and
(b) with respect to an election to be held at a special meeting of shareholders,
the close of business on the seventh (7th) day following the date on which
notice of such special meeting is first given to shareholders. The notice from
the shareholder must contain the following:


                                       3
<PAGE>
                      (a) the name and address of the shareholder and each
           director nominee;

                      (b) a representation that the shareholder is entitled to
           vote and intends to appear in person or by proxy at the meeting;

                      (c) a description of any and all arrangements or
           understandings between the shareholder and each nominee;

                      (d) such other information regarding the nominee that
           would have been required to be included by the Securities and
           Exchange Commission in a proxy statement had the nominee been named
           in a proxy statement;

                      (e) a brief description of the nominee's qualifications to
           be a director; and

                      (f) the written consent of the nominee to serve as a
           director if so elected.

           Section 3. RESIGNATIONS. Any director may resign at any time by
providing a written notice to that effect delivered to the Secretary, such
resignation to take effect immediately or at such future date, but not later
than the next annual meeting of shareholders, as the director may specify in the
director's notice of resignation.

           Section 4. VACANCIES. In the event of the occurrence of any vacancy
in the Board of Directors, however caused, the remaining directors, though less
than a majority of the whole authorized number of directors, may, by the vote of
a majority of their number, fill the vacancy for the unexpired term.

           Section 5. REGULAR MEETINGS. Upon notice duly given, regular meetings
of the Board of Directors may be held at such times and places within or without
the State of Ohio (or through use of telephone or other communications equipment
if all persons participating can hear each other) as may be provided for in
bylaws or resolutions adopted by the Board of Directors. Unless otherwise
indicated in the notice of a regular meeting, any business may be transacted at
a regular meeting.

           Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time within or without the State of Ohio (or
through use of telephone or other communications equipment if all persons
participating can hear each other) upon call by the Chairman of the Board, the
President, or any two directors.

           Section 7. NOTICE OF MEETING AND WAIVER OF NOTICE. Written notice of
the time and place of each regular or special meeting shall be given to each
director either by personal delivery (which, for purposes of these Regulations,
includes notice by electronic transmission of a written notice) or by mail,
telegram, or cablegram at least forty-eight (48) hours before the meeting. The


                                       4
<PAGE>
notice need not specify the purposes of the meeting. The attendance of any
director at any meeting (and participation in a meeting employing telephone or
other communications equipment) without, prior to or at the commencement of the
meeting, protesting the lack of proper notice shall be deemed to be a waiver by
the director of notice of the meeting. Further, notice of a meeting may be
waived in writing, either before or after the holding of the meeting, by any
director, which writing shall be filed with or entered upon the records of the
Company. Unless otherwise indicated in the notice of a meeting, any business may
be transacted at such meeting.

           Section 8. QUORUM; ADJOURNMENT. A quorum of the Board of Directors at
any meeting shall consist of a majority of the directors then in office, except
that a majority of the directors present at a meeting duly held, whether or not
a quorum is present, may adjourn the meeting from time to time. If any meeting
is adjourned, notice of adjournment need not be given if the time and place to
which the meeting is adjourned are fixed and announced at the meeting. At each
meeting of the Board of Directors at which a quorum is present, unless otherwise
provided by law, the Articles, or these Regulations, all matters requiring the
approval of the Board of Directors shall be determined by a majority vote of
those present.

           Section 9. ACTION WITHOUT A MEETING. Any action that may be
authorized or taken at a meeting of the Board of Directors may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all of the directors, which writing or writings
shall be filed with or entered upon the records of the Company.

           Section 10. COMMITTEES. The Board of Directors may at any time
appoint from its members an Audit, Compensation, Nominating, or other committee
or committees, consisting of such number of members, not less than three, as the
Board of Directors may deem advisable, together with such alternates as the
Board of Directors may deem advisable, to take the place of any absent member or
members at any meeting of the committee. Each member and each alternate may be
appointed or removed, at any time, by the Board of Directors. Any committee
shall act only in the intervals between meetings of the Board of Directors and
shall have such authority of the Board of Directors (other than the authority to
fill vacancies in the Board of Directors or in any committee of the Board of
Directors) as may, from time to time, be delegated by the Board of Directors.
Subject to these exceptions, any person dealing with the Company shall be
entitled to rely upon any act or authorization of an act by any committee to the
same extent as an act or authorization of the Board of Directors. Unless
otherwise ordered by the Board of Directors, any committee may prescribe its own
rules of procedure and may act at a meeting, by a majority of its members, or
without a meeting by a writing or writings signed by all of its members.


                                       5
<PAGE>
                                  ARTICLE III

                                    OFFICERS

           Section 1. ELECTION AND DESIGNATION OF OFFICERS. The Board of
Directors shall elect a Chief Executive Officer, President, a Secretary, and a
Treasurer and, in its discretion, may elect a Chairman of the Board or multiple
Co-Chairmen, one or more Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as the Board of Directors
may deem necessary. Any Person occupying the position of Chairman of the Board,
if any, shall be a director, but no one of the other officers need be a
director. Any two or more offices may be held by the same person, but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity
if the instrument is required to be executed, acknowledged, or verified by two
or more officers.

           Section 2. TERM OF OFFICE; VACANCIES. Each officer of the Company
shall hold office until the officer's successor is elected or until the
officer's earlier resignation, removal from office, or death. The Board of
Directors may remove any officer at any time with or without cause by a majority
vote of the directors then in office. Any vacancy in any office may be filled by
the Board of Directors.

           Section 3. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and all meetings of the
shareholders. The Chairman may have such additional authority and shall perform
such other duties as may be determined by the Board of Directors. The Company
may elect Co-Chairmen and, for purposes of these Regulations, the term Chairman
shall mean any one of the Co-Chairmen.

           Section 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer is
the general manager of the Company. The Chief Executive Officer shall have
supervising authority over and may exercise general executive power concerning
the direction and control of the business and officers of the Company, with the
authority to delegate, from time to time, to other officers of the Company such
executive powers and duties as the Chief Executive Officer deems advisable. The
Chief Executive Officer may execute all authorized leases, bonds, contracts and
other obligations in the name of the Company and shall have such additional
powers as the Board of Directors may prescribe. In the absence of a Chairman,
the Chief Executive Officer shall preside at meetings of the Board of Directors
and shareholders.

           Section 5. PRESIDENT. Subject to directions of the Board of Directors
and to the delegation by the Board of Directors to the Chairman of the Board or
Chief Executive Officer of specific or general duties, the President shall have
primary responsibility for store operations, site selection, advertising and
merchandising. The President may execute all authorized leases, bonds,
contracts, and other obligations in the name of the Company and shall have such
other authority and shall perform such other duties as may be determined by the
Board of Directors.

                                       6
<PAGE>
           Section 6. VICE PRESIDENTS. The Vice Presidents, if any, shall,
respectively, have such authority and perform such duties as may be determined
by the Board of Directors.

           Section 7. SECRETARY. The Secretary shall keep the minutes of
meetings of the shareholders and of the Board of Directors. The Secretary shall
keep such additional corporate records as may be required by the Board of
Directors, shall give notices of meetings of the shareholders and of meetings of
the Board of Directors required by law or by these Regulations or otherwise, and
shall have such authority and shall perform such other duties as may be
determined by the Board of Directors.

           Section 8. TREASURER. Unless the authority is granted by the Board of
Directors to another financial officer, the Treasurer shall receive and have
control over all money, notes, bonds, securities of other corporations, and
similar property belonging to the Company, and shall do with this property as
may be ordered by the Board of Directors. The Treasurer shall keep accurate
financial accounts and hold them open for the inspection and examination of the
directors and shall have such authority and shall perform such other duties as
may be determined by the Board of Directors.

           Section 9. OTHER OFFICERS. The Assistant Secretaries and Assistant
Treasurers, if any, and any other officers whom the Board of Directors may elect
shall, respectively, have such authority and perform such duties as may be
determined by the Board of Directors.

           Section 10. DELEGATION OF AUTHORITY AND DUTIES. The Board of
Directors is authorized to delegate the authority and duties of any officer to
any other officer and generally to control the action of the officers and to
require the performance of duties in addition to those mentioned herein.

                                   ARTICLE IV

                      COMPENSATION OF AND TRANSACTIONS WITH
                       DIRECTORS, OFFICERS, AND EMPLOYEES

           Section 1. DIRECTORS AND MEMBERS OF COMMITTEES. Members of the Board
of Directors and members of any committee of the Board of Directors shall, as
such, receive such compensation, which may be either a fixed sum for attendance
at each meeting of the Board of Directors or Board committee or a stated amount
payable at intervals, or shall otherwise be compensated as may be determined by,
or pursuant to authority conferred by, the Board of Directors, which
compensation may be in different amounts for various members of the Board of
Directors or of any committee. No member of the Board of Directors and no member
of any committee of the Board of Directors shall be disqualified from being


                                       7
<PAGE>
counted in the determination of the presence of a quorum or from acting at any
meeting of the Board of Directors or of a committee of the Board of Directors by
reason of the fact that matters affecting the director's own compensation as a
director, member of a committee of the Board of Directors, officer, or employee
are to be determined.

           Section 2. OFFICERS AND EMPLOYEES. The compensation of officers and
employees of the Company, or the method of fixing their compensation, shall be
determined by, or pursuant to authority conferred by, the Board of Directors.
Compensation may include pension, disability, and death benefits, and may be by
way of fixed salary, on the basis of earnings of the Company, any combination
thereof, or otherwise, as may be so determined or authorized.

                                   ARTICLE V

                                 INDEMNIFICATION

           Section 1. THIRD PARTY ACTIONS. The Company shall indemnify any
person (the "Indemnified Party") who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action, suit, or proceeding by or in the right of the Company), by
reason of the fact that the Indemnified Party is or was a director, officer,
employee, or agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, member, manager, or agent of
another corporation (profit or non-profit), partnership, joint venture, trust,
limited liability company, or other enterprise, against expenses (including
professional fees, e.g., attorneys' fees and accountants' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by the
Indemnified Party in connection with the action, suit, or proceeding if the
Indemnified Party acted in good faith and in a manner the Indemnified Party
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe the Indemnified Party's conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Indemnified Party did not act in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Company or that, with respect to any criminal action or proceeding, such
person had reasonable cause to believe that their conduct was unlawful.

           Section 2. DERIVATIVE ACTIONS. Other than in connection with an
action or suit in which the liability of a director under Section 1701.95 of the
Ohio Revised Code is the only liability asserted, the Company shall indemnify
any person (the "Indemnified Party") who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the Company to procure a judgment in its favor by reason of the
fact that the Indemnified Party is or was a director, officer, employee, member,


                                       8
<PAGE>
manager, or agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, member, manager, or agent of
another corporation (profit or non-profit), partnership, joint venture, trust,
limited liability company, or other enterprise, against expenses (including
professional fees, e.g., attorneys' fees and accountants' fees) actually and
reasonably incurred by the Indemnified Party in connection with the defense or
settlement of the action or suit if the Indemnified Party acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Company, except that:

                      (a) no indemnification of a director shall be made if it
           is proved by clear and convincing evidence in a court of competent
           jurisdiction that the director's action or failure to act involved an
           act or omission undertaken with deliberate intent to cause injury to
           the Company or undertaken with reckless disregard for the best
           interests of the Company; and

                      (b) no indemnification of an officer, employee, or agent,
           regardless of such person's status as a director, shall be made in
           respect of any claim, issue, or matter as to which such person is
           adjudged to be liable for negligence or misconduct in the performance
           of their duty to the Company;

unless and only to the extent that a court of common pleas or the court in which
the action or suit was brought determines that, notwithstanding the adjudication
of liability, in view of all the circumstances of the case, the Indemnified
Party is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.

           Section 3. RIGHTS AFTER SUCCESSFUL DEFENSE. To the extent an
Indemnified Party has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in Section 1 or Section 2 of this
Article V, or in defense of any claim, issue, or matter therein, the Indemnified
Party shall be indemnified against expenses (including professional fees, e.g.,
attorneys' and accountants' fees) actually and reasonably incurred in connection
with the action, suit, or proceeding.

           Section 4. OTHER DETERMINATIONS OF RIGHTS. Other than in a situation
governed by Section 3 of this Article V, any indemnification under Section 1 or
Section 2 of this Article V (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 1 or Section 2. The determination shall be made: (a) by a
majority vote of those directors who, in number, constitute a quorum of the
directors and who also were not and are not parties to or threatened with any
such action, suit, or proceeding, (b) if such a quorum is not obtainable or a
majority of disinterested directors requests, in a written opinion by
Independent Counsel, (c) by the affirmative vote of a majority of the shares
held by persons who were not and are not parties to or threatened with any such
action, suit, or proceeding and entitled to vote in the election of directors,
without regard to voting power that may thereafter exist upon a default,


                                       9
<PAGE>
failure, or other contingency or (d) by the court of common pleas or the court
in which the action, suit, or proceeding was brought. For purposes of this
Section 4, "Independent Counsel" shall mean any attorney or firm other than an
attorney or a firm having associated with it an attorney who has been retained
by or who has performed services for the Company or the proposed Indemnified
Party within the past five (5) years.

           Section 5. ADVANCES OF EXPENSES. Unless the action or suit is one in
which liability under Section 1701.95 of the Ohio Revised Code is the only
liability asserted:

                      (a) expenses (including professional fees, e.g.,
           attorneys' fees and accountants' fees) incurred by a director in
           defending any action, suit, or proceeding referred to in Section 1 or
           Section 2 of this Article V shall be paid by the Company, as they are
           incurred, in advance of final disposition of the action, suit, or
           proceeding upon receipt of an undertaking by or on behalf of the
           director in which the director agrees in writing both: (i) to repay
           the amount if it is proved by clear and convincing evidence in a
           court of competent jurisdiction that the director's action or failure
           to act involved an act or omission undertaken with deliberate intent
           to cause injury to the Company or undertaken with reckless disregard
           for the best interests of the Company and (ii) to cooperate with the
           Company concerning the action, suit, or proceeding, and

                      (b) expenses (including professional fees, e.g.,
           attorneys' and accountants' fees) incurred by an officer, employee,
           or agent in defending any action, suit, or proceeding referred to in
           Section 1 or Section 2 of this Article V may be paid by the Company,
           as they are incurred, in advance of final disposition of the action,
           suit, or proceeding, as authorized by the Board of Directors in the
           specific case, upon receipt of a written undertaking by or on behalf
           of the officer, employee, or agent to repay the amount if it is
           ultimately determined as provided in this Article V that such party
           is not entitled to be indemnified by the Company.

           Section 6. PURCHASE OF INSURANCE. The Company may purchase and
maintain insurance or furnish similar protection, including trust funds, letters
of credit, and self insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the Company, or is or was serving at
the request of the Company as a director, trustee, officer, employee, member,
manager, or agent of another corporation (profit or non-profit), partnership,
joint venture, trust, limited liability company, or other enterprise, against
any liability asserted against such person and incurred by such party in any
capacity, or arising out of such status, whether or not the Company would have
the power to indemnify the individual against liability under the provisions of
this Article V or of the Ohio General Corporation Law. Insurance may be


                                       10
<PAGE>
purchased from or maintained with a person in which the Company or any of its
directors, officers, employees or shareholders has a financial interest.

           Section 7. MERGERS. Unless otherwise provided in the applicable
agreement of merger, if a constituent corporation other than the Company would
have been required to indemnify directors, officers, employees, member, manager,
or agents in specified situations, any person who served as a director, officer,
employee, member, manager, or agent of the constituent corporation, or served at
the request of the constituent corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, partnership, joint
venture, trust, limited liability company, or other enterprise, shall be
entitled to indemnification by this Company (as the surviving corporation) to
the same extent the individual would have been entitled to indemnification by
the constituent corporation had the constituent corporation's separate existence
continued.

           Section 8. HEIRS; NON-EXCLUSIVITY. The indemnification provided by
this Article shall continue as to a person who has ceased to be a director,
officer, employee, or agent of the Company and shall inure to the benefit of the
heirs, executors, and administrators of such a person and shall not be deemed
exclusive of, and shall be in addition to, any other rights granted to a person
seeking indemnification as a matter of law or under the Articles, these
Regulations, any agreement, a vote of shareholders or disinterested directors,
any insurance benefiting by the Company, any action by the directors to take
into account amendments to the Ohio General Corporation Law that expand the
authority of the Company to indemnify a director, officer, employee, or agent of
the Company, or otherwise, both as to actions in their official capacity and as
to actions in another capacity while holding an office.

                                   ARTICLE VI

                                  RECORD DATES

           For any lawful purpose, including the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
the shareholders, the Board of Directors may fix a record date in accordance
with the provisions of the Ohio General Corporation Law. The record date for the
purpose of determining shareholders who are entitled to receive notice of or to
vote at a meeting of the shareholders shall continue to be the record date for
all adjournments of the meeting unless the Board of Directors or the persons who
shall have fixed the original record date shall, subject to the limitations set
forth in the Ohio General Corporation Law, fix another date and shall cause
notice thereof and of the date to which the meeting shall have been adjourned to
be given to shareholders of record as of the newly fixed date in accordance with
the same requirements as those applying to a meeting newly called. The Board of
Directors may close the share transfer books against transfers of shares during
the whole or any part of the period provided for in this Article, including the
date of the meeting of the shareholders and the period ending with the date, if
any, to which adjourned. If no record date is fixed therefor, the record date


                                       11
<PAGE>
for determining the shareholders who are entitled to receive notice of and to
vote at a meeting of the shareholders shall be the date next preceding the day
on which notice is given.

                                  ARTICLE VII

                             CERTIFICATES FOR SHARES

           Section 1. FORM OF CERTIFICATES AND SIGNATURES. Each holder of shares
shall be entitled to one or more certificates, signed by: (a) the Chairman of
the Board, the President, or a Vice President and (b) the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer of the Company.
Each certificate shall set forth the number and class of shares held by the
holder of shares in the Company, but no certificate for shares shall be executed
or delivered until the shares are fully paid. When a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any officer of the Company may be facsimile, engraved, stamped, or printed.
Although an officer of the Company whose manual or facsimile signature is
affixed to a certificate ceases to hold that office before the certificate is
delivered, the certificate nevertheless shall be effective in all respects when
delivered.

           Section 2. TRANSFER OF SHARES. Subject to the restriction on
transfers of shares hereinafter set forth, or in the Articles, shares of the
Company shall be transferable, upon the books of the Company by the holders
thereof, in person, or by a duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares of the same class or
series, with duly executed assignment and power of transfer endorsed thereon or
attached thereto, and with such proof of the authenticity of the signatures to
such assignment and power of transfer as the Company or its agents may
reasonably require.

           Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Company may
issue a new certificate for shares in place of any certificate theretofore
issued by it and alleged to have been lost, stolen, or destroyed. The Board of
Directors, however, in its discretion, may require the owner, or the owner's
legal representatives, to give the Company a bond containing such terms as the
Board of Directors may require to protect the Company or any person injured by
the execution and delivery of a new certificate.

           Section 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint, or revoke the appointment of, transfer agents and registrars and may
require all certificates for shares to bear the signatures of the transfer
agents and registrars, or any of them.


                                       12
<PAGE>
                                  ARTICLE VIII

                    AUTHORITY TO TRANSFER AND VOTE SECURITIES

           The Chairman of the Board, Chief Executive Officer, the President,
any Vice President, the Secretary, the Treasurer of the Company, and each such
officer are authorized to sign the name of the Company and to perform all acts
necessary to effect on behalf of the Company a sale, transfer, assignment, or
other disposition of any shares, bonds, other evidences of indebtedness or
obligations, subscription rights, warrants, or other securities of another
corporation and to issue the necessary powers of attorney. Each officer is
authorized, on behalf of the Company, to vote the securities, to appoint proxies
with respect thereto, to execute consents, waivers, and releases with respect
thereto, or to cause any such action to be taken.

                                   ARTICLE IX

                                 CORPORATE SEAL

           The Ohio General Corporation Law provides that the absence of a
corporate seal from any instrument executed on behalf of the Company does not
affect the validity of the instrument. If, in spite of such provision, a seal is
imprinted on or attached, applied, or affixed to an instrument by embossment,
engraving, stamping, printing, typing, adhesion, or other means, the impression
of the seal on the instrument shall be circular in form and shall contain the
words "corporate seal."

                                   ARTICLE X

                                   AMENDMENTS

           These Regulations may be amended, or new Regulations may be adopted,
by the shareholders at a meeting held for that purpose, by the affirmative vote
of the holders of shares entitling them to exercise a majority of the voting
power on that proposal or without a meeting by the written consent of the
holders of shares entitling them to exercise two-thirds of the voting power on
that proposal. If the Regulations are amended, or new Regulations are adopted,
without a meeting of the shareholders, the Secretary of the Company shall mail a
copy of the amendment or the new Regulations to each shareholder who would have
been entitled to vote thereon but did not participate in the adoption thereof.

                                   ARTICLE XI

                          SUPERSEDES PRIOR REGULATIONS

           These Regulations supersede the existing Regulations of the Company
and any and all subsequent amendments thereto, to the date hereof.


                                       13
<PAGE>
                                  ARTICLE XII

                     EXCEPTION TO OHIO GENERAL CORPORATE LAW

           Pursuant to Section 1701.831 of the Ohio General Corporation Law
(regarding control share acquisitions), the provisions of such section shall not
be applicable to the Company.






















                                       14